SDI Adobe Launch Extensions End User License Agreement

This Service Agree­ment (“Agree­ment”) is between Search Discovery, Inc. (“Search Discovery”, “SDI”) and the Subscriber  (“Subscriber”, “Your”, “You”) for use of the Search Discovery Adobe Launch Exten­sion soft­ware and Adobe Launch Exten­sion inter­face described herein (the “Soft­ware”). The Soft­ware is offered to the Subscriber condi­tioned on accep­tance without modi­fi­ca­tion of the terms, condi­tions, and notices contained herein upon instal­la­tion from the Adobe Launch Exten­sion Catalog.

  1. DEFINITIONS

Customer Data” means the data concern­ing the char­ac­ter­is­tics and activ­i­ties of visi­tors to your site or appli­ca­tion that is collected through use of an Adobe Launch Exten­sion created by Search Discovery.

Docu­men­ta­tion” means any accom­pa­ny­ing propri­etary docu­men­ta­tion made avail­able to You by SDI for use with the Service, includ­ing any docu­men­ta­tion avail­able online or other­wise.

Person­ally Iden­ti­fi­able Infor­ma­tion” is infor­ma­tion that person­ally iden­ti­fies an indi­vid­ual, such as a name, email address or billing infor­ma­tion, or other data which can be reason­ably linked to such infor­ma­tion by SDI.

Privacy Policy” means the terms at https://www.searchdiscovery.com/privacy-policy/ or other such URL as may be provided by SDI.

Soft­ware” means an Adobe Launch Exten­sion created by Search Discovery.

Inter­net Users” means any user access­ing your site or appli­ca­tion where Launch, by Adobe is deployed.

 

  1. ACCESS TO THE SOFTWARE.  “Subscriber’s use of and access to the Soft­ware (which may include, without limi­ta­tion, the Soft­ware and Docu­men­ta­tion) is condi­tioned upon Your compli­ance with the terms and condi­tions of the Agree­ment. Unless other­wise permit­ted by SDI, You will not nor will You allow any third party to (i) copy, modify, adapt, trans­late or other­wise create deriv­a­tive works of the Soft­ware or the Docu­men­ta­tion; (ii) reverse engi­neer, decom­pile, disas­sem­ble or other­wise attempt to discover the source code of the Soft­ware, except as expressly permit­ted by the law in effect in the juris­dic­tion in which You are located; (iii) rent, lease, sell, assign or other­wise trans­fer rights in or to the Soft­ware or the Docu­men­ta­tion; (iv) remove any propri­etary notices or labels on the Soft­ware; or (v) use, post, trans­mit or intro­duce any device, soft­ware or routine which inter­feres or attempts to inter­fere with the oper­a­tion of the Soft­ware. You will comply with all applic­a­ble laws and regu­la­tions in Your use of and access to the Docu­men­ta­tion and Soft­ware.  

Your license to use the Soft­ware will termi­nate auto­mat­i­cally and imme­di­ately if You fail to comply with the terms of this Agree­ment.  

  1. INFORMATION RIGHTS.  SDI may use infor­ma­tion collected in your use of the Soft­ware. SDI will not share infor­ma­tion asso­ci­ated with You or Your usage of the Soft­ware with any third parties unless Search Discovery (i) has Your consent; (ii) concludes that it is required by law, or has a good faith belief that access, preser­va­tion or disclo­sure of such infor­ma­tion is reason­ably neces­sary to protect the rights, prop­erty or safety of SDI, its users or the public; or (iii) provides such infor­ma­tion in certain limited circum­stances to third parties to carry out tasks on SDI’s behalf (e.g., billing or data storage) with strict restric­tions that prevent the data from being used or shared except as directed by SDI . When this is done, it is subject to agree­ments that oblige those parties to process such infor­ma­tion only on SDI’s instruc­tions and in compli­ance with this Agree­ment and appro­pri­ate confi­den­tial­ity and secu­rity measures. SDI employ­ees will have access to the Customer Data only if (i) You consent in writing to allow such access; or (ii) such employ­ees need to have access to the Customer Data to main­tain the Soft­ware or for quality assur­ance purposes.

If You want to delete Your Customer Data, SDI will render such data perma­nently inac­ces­si­ble.

  1. PRIVACY. You will not (and will not allow any third party to) use the Soft­ware to track or collect Person­ally Iden­ti­fi­able Infor­ma­tion of Inter­net Users (defined term?).
  2. FACILITIES. All facil­i­ties used by You to store and process Customer Data will adhere to reason­able secu­rity stan­dards no less protec­tive than the secu­rity stan­dards at facil­i­ties where SDI stores and processes its own infor­ma­tion of a similar type. SDI has imple­mented at least indus­try stan­dard systems and proce­dures to ensure the secu­rity and confi­den­tial­ity of Customer Data, protect against antic­i­pated threats or hazards to the secu­rity or integrity of Customer Data, and protect against unau­tho­rized access to or use of Customer Data.
  3. INDEMNIFICATION. You agree to indem­nify, hold harm­less and defend SDI and its wholly owned subsidiaries, at Your expense, any and all third-party claims, actions, proceed­ings, and suits brought against SDI or any of its offi­cers, direc­tors, employ­ees, agents or affil­i­ates, and all related liabil­i­ties, damages, settle­ments, penal­ties, fines, costs or expenses (includ­ing, without limi­ta­tion, reason­able attor­neys’ fees and other liti­ga­tion expenses) incurred by SDI or any of its offi­cers, direc­tors, employ­ees, agents or affil­i­ates, arising out of or relat­ing to (i) Your breach of any term or condi­tion of this Agree­ment, (ii) Your use of the Soft­ware , (iii) Your viola­tions of applic­a­ble laws, rules or regu­la­tions in connec­tion with the Soft­ware, or (iv) Your brand features. In such a case, SDI will provide You with written notice of such claim, suit or action. You shall coop­er­ate as fully as reason­ably required in the defense of any claim. SDI reserves the right, at its own expense, to assume the exclu­sive defense and control of any matter subject to indem­ni­fi­ca­tion by You.
  4. THIRD PARTIES. If You provide access to Your Account, or any portion, thereof to any third party or use the Soft­ware on behalf of any third party (“Third Party”), whether or not You are autho­rized to do so by SDI or its wholly owned subsidiaries, the terms of this section shall apply to You.

If You use the Soft­ware on behalf of any Third Party, You repre­sent and warrant that (i) You are autho­rized to act on behalf of, and bind to this Agree­ment, that Third Party, (ii) as between the Third Party and You, the Third Party owns any rights to Customer Data in the applic­a­ble account, and (iii) You shall not disclose Third Party’s Customer Data to any other party without the Third Party’s consent.

You shall ensure that each Third Party is bound by and abides by the terms of this Agree­ment. SDI and its wholly owned subsidiaries make no repre­sen­ta­tions or warranties for the direct or indi­rect benefit of any Third Party. With respect to Third Parties, You shall take all measures neces­sary to disclaim any and all repre­sen­ta­tions or warranties that may pertain to SDI and its wholly owned subsidiaries, the Soft­ware, or use thereof. You agree to indem­nify, hold harm­less and defend SDI and its wholly owned subsidiaries, at Your expense, against any and all third-party claims, actions, proceed­ings, and suits brought against SDI or any of its offi­cers, direc­tors, employ­ees, agents or affil­i­ates, and all related liabil­i­ties, damages, settle­ments, penal­ties, fines, costs or expenses (includ­ing, without limi­ta­tion, reason­able attor­neys’ fees and other liti­ga­tion expenses) incurred by SDI, or any of its offi­cers, direc­tors, employ­ees, agents or affil­i­ates, arising out of or relat­ing to (i) any repre­sen­ta­tions and warranties made by You concern­ing any aspect of the Soft­ware to Third Parties; (ii) any claims made by or on behalf of any Third Party pertain­ing directly or indi­rectly to Your use of the Soft­ware; (iii) viola­tions of Your oblig­a­tions of privacy to any Third Party; and (d) any claims with respect to acts or omis­sions of Third Parties in connec­tion with the Soft­ware.

  1. REPRESENTATIONS AND WARRANTIES. Each party repre­sents and warrants that: (i) it has full power and author­ity to enter into the Agree­ment; and (ii) it will comply with all laws and regu­la­tions applic­a­ble to its provi­sion, or use, of the Soft­ware, as applic­a­ble.
  2. DISCLAIMER OF WARRANTIES. SDI does not repre­sent or warrant that the use of the Soft­ware will be unin­ter­rupted or error-free, that defects will be corrected, or that the Soft­ware are free of viruses or other harmful compo­nents. SDI does not warrant or repre­sent that the use of the Soft­ware will be correct, accu­rate, timely or other­wise reli­able. You specif­i­cally agree that SDI and its wholly owned subsidiaries shall not be respon­si­ble for unau­tho­rized access to or alter­ation of the Customer Data or data from Your Website.

THE SOFTWARE IS PROVIDEDAS ISAND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SEARCH DISCOVERY AND/OR ITS SUBSIDIARIES AND AFFILIATES, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. SDI DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SOFTWARE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

  1. LIMITATION OF LIABILITY. SDI AND ITS WHOLLY OWNED SUBSIDIARIES WILL NOT BE LIABLE TO USER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SOFTWARE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SDI AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.

SDI (and its wholly owned subsidiaries) total cumu­la­tive liabil­ity to You or any other party for any loss or damages result­ing from any claims, demands, or actions arising out of or relat­ing to this Agree­ment shall not exceed the amounts actu­ally paid or payable to SDI under this Agree­ment in the 6 months prior to the claimed loss or damage.

  1. PROPRIETARY RIGHTS NOTICE. The Soft­ware, which includes but is not limited to an Adobe Launch Exten­sion built by Search Discovery and all intel­lec­tual prop­erty rights in the Soft­ware are, and shall remain, the prop­erty of SDI (and its wholly owned subsidiaries). All rights in and to the Process­ing Soft­ware not expressly granted to You in this Agree­ment are hereby expressly reserved and retained by SDI and its licen­sors without restric­tion, includ­ing, without limi­ta­tion, SDI’s (and its wholly owned subsidiaries’) right to sole owner­ship of the Soft­ware and Docu­men­ta­tion.  As between the parties, You own all Intel­lec­tual Prop­erty Rights in Customer Data and grant us (and our Third Party providers) a limited access to display access and use the Customer Data during the term as set forth in this Agree­ment. Without limit­ing the gener­al­ity of the fore­go­ing, You agree not to (and to not allow any third party to): (i) subli­cense, distrib­ute, or use the Soft­ware outside of the scope of the License granted herein; (ii) copy, modify, adapt, trans­late, prepare deriv­a­tive works from, reverse engi­neer, disas­sem­ble, or decom­pile the Process­ing Soft­ware or other­wise attempt to discover any source code or trade secrets related to the Soft­ware ; (iii) use the trade­marks, trade names, service marks, logos, domain names and other distinc­tive brand features or any copy­right or other propri­etary rights asso­ci­ated with the Soft­ware for any purpose without the express written consent of SDI; (iv) regis­ter, attempt to regis­ter, or assist anyone else to regis­ter any trade­mark, trade name, serve marks, logos, domain names and other distinc­tive brand features, copy­right or other propri­etary rights asso­ci­ated with SDI (or its wholly owned subsidiaries) other than in the name of SDI (or its wholly owned subsidiaries, as the case may be); or (v) remove, obscure, or alter any notice of copy­right, trade­mark, or other propri­etary right appear­ing in or on any item included with the Soft­ware .
  2. U.S. GOVERNMENT RIGHTS. If the use of the Soft­ware is being acquired by or on behalf of the U.S. Govern­ment or by a U.S. Govern­ment prime contrac­tor or subcon­trac­tor (at any tier), in accor­dance with 48 C.F.R. 227.7202−4 (for Depart­ment of Defense (DOD) acqui­si­tions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acqui­si­tions), the Government’s rights in the Soft­ware, includ­ing its rights to use, modify, repro­duce, release, perform, display or disclose the Soft­ware or Docu­men­ta­tion, will be subject in all respects to the commer­cial license rights and restric­tions provided in this Agree­ment.
  3. THIRD PARTY BENEFICIARY. SDI is an intended third party bene­fi­ciary to this Agree­ment.
  4. 14. NOTICES. All notices must be in writing and sent to the atten­tion of the other party’s legal depart­ment and primary point of contact.  Notice will be deemed given: (a) when veri­fied by written receipt if sent by personal courier, overnight courier, or mail; or (b) when veri­fied by auto­mated receipt or elec­tronic logs if sent by facsim­ile or email.
  5. 15. ASSIGNMENT. Neither party may assign its rights, duties, or oblig­a­tions under this Agree­ment without the other party’s prior written consent, which consent will not be unrea­son­ably with­held or delayed.  Either party may assign this Agree­ment as a result of merger, acqui­si­tion, sale of assets, change of control, or oper­a­tion of law without the other party’s consent if with respect to Subscriber, the proposed succes­sor or control­ling party is not a competi­tor of Search Discovery. Search Discovery may termi­nate this Agree­ment in its discre­tion if Subscriber assigns this Agree­ment to a competi­tor of Search Discovery or comes to be controlled by a competi­tor of Search Discovery.
  6. 16. CHANGE OF CONTROL. A party may termi­nate this Agree­ment if a third party, or parties, gets the direct or indi­rect right to control the other party’s manage­ment or poli­cies.  The termi­nat­ing party must exer­cise its termi­na­tion right within thirty days after notice of the other party’s change of control.  The termi­na­tion will be effec­tive imme­di­ately upon written notice.
  7. 17. FORCE MAJEURE. Neither party will be liable for inad­e­quate perfor­mance to the extent caused by a condi­tion (for example, natural disas­ter, act of war or terror­ism, riot, labor condi­tion, govern­men­tal action, and Inter­net distur­bance) that was beyond the party’s reason­able control.
  8. 18. NO WAIVER. No Waiver.  Failure to enforce any provi­sion of this Agree­ment will not consti­tute a waiver.
  9. 19. SEVERABILITY.  If any provi­sion of this Agree­ment is found unen­force­able, it and any related provi­sions will be inter­preted to best accom­plish the unen­force­able provi­sions essen­tial purpose.
  10. 20. NO AGENCY.  The parties are inde­pen­dent contrac­tors, and this Agree­ment does not create an agency, part­ner­ship or joint venture.
  11. 21. EQUITABLE RELIEF. Nothing in this Agree­ment will limit either party’s ability to seek equi­table relief.
  12. 22. GOVERNING LAW.  This Agree­ment is governed by Georgia law.  FOR ANY DISPUTE RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN FULTON COUNTY, GEORGIA.
  13. 23. AMENDMENTS. Amend­ments. Any amend­ments to this Agree­ment must be agreed upon in writing.  
  14. 24. UPDATES TO SERVICES AGREEMENT. Search Discovery may update this Services Agree­ment from time-to-time and post the updated version at https://www.searchdiscovery.com/eula/launch-extensions. Your contin­ued use of the Services and Soft­ware follow­ing modi­fi­ca­tion to the updated Agree­ment consti­tutes Your consent to be bound by the same.
  15. 25. ENTIRE AGREEMENT. This Agree­ment and the attached sched­ules and exhibits incor­po­rated herein by refer­ence are the parties’ entire agree­ment relat­ing to its subject and super­sede any prior or contem­po­ra­ne­ous agree­ments on that subject. 

This policy was last modi­fied on 3 April, 2019.

Contacting Us

If there are any ques­tions regard­ing this agree­ment you may contact us using the infor­ma­tion below.

Search Discovery
contact@searchdiscovery.com

271 17th Street North­west Suite 1700
Atlanta, Ga, 30363
404−898−0430