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ROSETTE TEXT ANALYTICS

FOR RAPIDMINER STUDIO AND/OR RAPIDMINER SERVER END USER LICENSE AGREEMENT

Version 1.0, September 2017

BASIS TECHNOLOGY CORPORATION, A DELAWARE CORPORATION HAVING ITS MAIN OFFICE AT ONE ALEWIFE CENTER, CAMBRIDGE, MASSACHUSETTS (“BASIS”) IS WILLING TO LICENSE THE SOFTWARE (DEFINED BELOW) TO YOU, AS CUSTOMER (“YOU”) ONLY IF YOU ACCEPT ALL TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT (“AGREEMENT”) AND ONLY IF YOU HAVE A VALID ACCOUNT FOR THE BASIS TECHNOLOGY ROSETTE SERVICE (THE “SERVICE”) OR A VALID SOFTWARE LICENSE FOR BASIS’S ROSETTE  ENTERPRISE PRODUCT. PLEASE READ THE TERMS AND CONDITIONS CAREFULLY.   BY SIGNING AN ACCOMPANYING ORDER FORM, CLICKING OR CHECKING ANY “I ACCEPT,” “I AGREE” OR OTHER SIMILAR BUTTON/CHECK-BOX, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SIGN ANY ACCOMPANYING ORDER FORM, CLICK OR CHECK ANY “I ACCEPT,” “I AGREE” OR OTHER SIMILAR BUTTON/CHECK-BOX.

 

1.   SOFTWARE LICENSE.

1.1.  License Grant.  Only if You have a valid account for the Service or a valid software license for Basis’s Rosette Enterprise product, and subject to Your compliance with the terms of this Agreement and with the applicable Rosette Terms of Use or Rosette Enterprise license terms, Basis grants to You a non-exclusive license to use the Basis Rosette Text Analytics software for RapidMiner, solely in object code form (such Basis software, the “Software”), and related user/operating documentation (“Documentation”), solely for purposes of using the RapidMiner Studio and/or RapidMiner Server software and/or service to which you have a valid license and/or subscription with the Service and/or Rosette Enterprise. To avoid doubt, nothing herein grants to You the right to use (a) the RapidMiner products or services, or (b) the Service or Rosette Enterprise and it is Your responsibility to obtain a separate license to use (i) the RapidMiner products or services, and (ii) the Service or Rosette Enterprise.

1.2.  Delivery/Acceptance. All Software provided under this Agreement shall be deemed to have been accepted by You upon download of the Software.

1.3.  Copies. Except as may be expressly permitted herein, You have no right to copy or reproduce the Software. All copies of the Software are subject to the provisions of this Agreement, and all titles trademarks, and copyright and restricted rights notices shall be reproduced in any copies. Copying of the Documentation is permitted for internal use only.

1.4.  Ownership. By accepting the terms of this End User License Agreement, You acquire only the right to use the Software; You do not acquire any rights of ownership. All rights, title, and interest in the Software and feedback from You regarding the Software shall at all times remain the property of Basis (or, as applicable, Basis's third party providers). Basis reserves all rights not expressly granted herein.

2.   OBLIGATIONS.

2.1.  Usage Restrictions.  You shall not: (A) sublicense or redistribute the Software; (B) use the Software in a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual property rights; or (C) translate, create a derivative work of, reverse engineer, reverse assemble, dissemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code or modify or adapt the Software in any manner or form unless expressly allowed in the Documentation or under applicable law (solely for the purpose of achieving interoperability). You are responsible for all use of the Software and You shall cause Your users to be in compliance with this Agreement.

3.   TERM AND TERMINATION.

3.1.  Agreement Term.  This Agreement shall remain in effect for as long as You have a valid account for the Service and/or a valid license for Rosette Enterprise (“Agreement Term”), unless otherwise terminated in accordance with this Section.

3.2.  Termination for Breach. Basis may terminate this Agreement effective immediately upon written notice to You if You breach any provision of this Agreement, and if such breach is curable, fail to cure within thirty (30) days after receipt of Basis’s written notice thereof.

3.3.  Effect of Termination.  All licenses to You granted by Basis hereunder terminate at the expiration of the Agreement Term or any earlier termination. Upon any termination, You shall immediately cease all use of the Software and delete all copies and license keys in Your possession or under Your control. Termination or expiration of this Agreement or any license shall not limit either party from pursuing any other remedies available to it, including injunctive relief.   The following Sections shall survive any termination or expiration: 1.4, 3.3, 7-8 and 13; and to assist in interpreting such surviving provisions, the definitions of defined terms used in those provisions shall also survive.

4.   TAXES.  If any fees are required under this Agreement, such fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sale, use or withholding taxes (“Taxes”). You are responsible for paying all Taxes, excluding only taxes based on Basis's net income.  If Basis has the legal obligation to pay or collect Taxes for which You are obligated to pay pursuant to the terms of this Section, the appropriate amount shall be invoiced to and paid by You unless You provide Basis with a valid tax exemption certificate authorized by the appropriate taxing authority.

5.   MAINTENANCE AND SUPPORT SERVICES.  Basis may provide support services for the Software at its discretion via e-mail during regular business hours, Boston time, which may include updates, bug-fixes and minor version releases, each as defined by Basis and on a “when-and-if-available” basis.

6.   AUDIT.  Basis may audit Your use of the Software on thirty (30) days’ advanced written notice.  You will cooperate with the audit, including by providing access to any books, computers, records, or other information that relate or may relate to use of the Software.  Such audit will not unreasonably interfere with Your business activities. In the event that an audit reveals unauthorized use of the Software, You will reimburse Basis for the reasonable cost of the audit, in addition to such other rights and remedies as Basis may have.  Basis will not conduct an audit more than once per calendar year.

7.   WARRANTIES.

7.1.  Warranty of Title; No Other Warranties. BASIS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PERFORMANCE, CONTENT, EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TITLE, TIMELINESS, QUALITY, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE OR ITS OPERATION OR THAT THE SOFTWARE WILL OPERATE IN CONJUNCTION WITH OTHER SYSTEM SOFTWARE WHICH YOU MAY SELECT OR THE RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED OR THAT IT IS COMPLETELY SECURE.     THERE ARE NO WARRANTIES OR REPRESENTATIONS, GUARANTEES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.    YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SOFTWARE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES.

8.   LIMITATION OF LIABILITY.

8.1.  Exclusion of Consequential Damages. YOU AGREE THAT THE CONSIDERATION WHICH BASIS IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY BASIS OF THE RISK OF YOUR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BASIS AND ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS OPPORTUNITIES, REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR OTHERWISE, ARISING FROM OR RELATED TO THE USE OF THE SOFTWARE OR ANY DATA DERIVED THEREFROM, EVEN IF BASIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2.  Limitation on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIABILITY OF BASIS AND ITS LICENSORS UNDER THIS AGREEMENT FOR DIRECT DAMAGES TO YOU SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES (IF ANY) PAID BY YOU UNDER THIS AGREEMENT.

8.3.  THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER BASIS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.   INDEMNIFICATION.  You shall indemnify Basis against any costs (including defense costs and reasonable attorneys’ fees) and damages arising out of or related to third party claims (or subsequent actions or judgment) based on any of the following items: (A) Your use of the Software in combination with other products, equipment, software, or data not supplied by Basis, (B) Your use of any older version of the Software when use of a newer version of the Software which has been made available by Basis would have avoided the infringement, (C) Your use of the Software other than in accordance with the Documentation,  or (D) material breaches by You of this Agreement, including without limitation Section 10 hereof.

10.  COMPLIANCE WITH LAW.  You shall comply with all laws applicable to the actions contemplated by this Agreement. You acknowledge that the Software is of United States origin, is provided subject to the U.S. Export Administration Regulations, may be subject to the export control laws of the applicable territory, and that diversion contrary to applicable export control laws is prohibited. You represent that (A) You are not, and are not acting on behalf of, (1) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (2) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (B) you will not permit the Software to be used for, any purposes prohibited by law, including, any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons. The Software and accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Software and documentation by or for the U.S. Government shall be governed solely by the terms and conditions of this Agreement. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation or any other law or regulation of an applicable jurisdiction.

11.  THIRD PARTY COMPONENTS.  The Software may contain third party owned components, some of which are subject to open source licenses.  Except as permitted by any applicable open source licenses, You shall not use, or permit others to use, such third party owned components apart from the Software.  Your license rights with respect to components subject to open source licenses are defined by the terms of such licenses; nothing in this Agreement is intended to alter, enlarge, or restrict Your rights or obligations under the applicable open source licenses with respect to such open source code.

12.  GENERAL TERMS.  This Agreement constitutes the complete agreement between the parties and supersedes all previous agreements or representations, written or oral (including any evaluation agreement), with respect to the Software and services specified herein. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.  Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.  The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.  This Agreement is entered into solely for the benefit of Basis and You, and no third party shall be deemed a beneficiary of this Agreement and no third party shall have the right to make any claim or assert any right under it. This Agreement and all matters relating to or arising out of this Agreement shall be governed and interpreted by and construed under the laws of the Commonwealth of Massachusetts, without reference to its choice of law provisions and without reference to the United Nations Convention on Contracts for the International Sale of Goods. The parties agree to submit to the exclusive jurisdiction and venue of state or federal courts located in Boston, Massachusetts.  All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when sent by registered mail, overnight mail, or a nationally recognized courier to the addresses listed in the Order Form. Basis and You agree that any principle of construction or rule of law that provides that agreement be construed against the drafter of the agreement in the event of any inconsistency or ambiguity shall not apply to this Agreement.  Except for any obligation by You to make a payment required under this Agreement, neither party will be liable for any failure or delay in performance due, in whole or in part, to causes beyond its reasonable control, such as natural disasters, wars, strikes and other upheavals.




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