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.
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.
“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.
2. 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.
3. 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.
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?).
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.
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.
7. 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.
8. Representations & 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.
9. 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 PROVIDED “AS IS” AND 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.
10. 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.
11. 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.
12. 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.
13. Third-party Beneficiary
SDI is an intended third party beneficiary to this Agreement.
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.
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.
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.
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.
18. No Waiver
Failure to enforce any provision of this Agreement will not constitute a waiver.
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.
20. No Agency
The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
21. Equitable Relief
Nothing in this Agreement will limit either party’s ability to seek equitable relief.
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.
Any amendments to this Agreement must be agreed upon in writing.
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//how-we-help/technology/adobe-extensions/adobe-launch-end-user-license-agreement/. Your continued use of the Services and Software following modification to the updated Agreement constitutes Your consent to be bound by the same.
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.
If there are any questions regarding this agreement you may contact us using the information below.
271 17th Street Northwest Suite 1700
Atlanta, Ga, 30363