Welcome and thank you for using the Schema App by Hunch Manifest Inc. headquartered at 73 Forest Street, Guelph, Ontario, Canada N1G 1J3 (“Schema App”). The purpose of this agreement (the “Agreement”) is to set out the terms and conditions governing the use of the App and the relationship between Schema App and the client identified by their registration name and email provided at the time of registration with Schema App (“Client”). The Terms apply to the use of the App by any Client for use by any electronic computing device and mobile computing device, including but not limited to, smart phones and tablet, laptop and desktop computers and the Schema App website at https://www.schemaapp.com and all affiliated websites owned and operated by Hunch Manifest Inc. (the “Website” or “Site”). The Client acknowledges that the User has read, understood and agrees to be bound by the Terms. This Agreement is effective as of the day the “Client” registered with Schema App (“Effective Date”).
SERVICES AND LICENSE
Schema App will grant the Client a non-exclusive, non-transferable, limited purpose, limited duration license (“License”) to use any software, modifications and updates thereto (“Software”). The Software is Schema App, editor and tools for creating, validating, deploying and measuring schema markup structured data (the “Work Product”). By accessing or using the Software you agree (i) the License shall expire upon the termination of this Agreement or termination of Client’s Schema App subscription, whichever comes first; (ii) the Software shall only be used for internal business purposes and shall not be leased, licensed, sub-licensed, transferred, assigned, lent, or shared access allowed to others; (iii) Schema App owns and controls the Software, and the Client will not copy, reproduce, modify or create derivative work of the Software; (iv) the Client will not use the Software in a manner not contemplated by this Agreement; and (v) the Client will not decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever (collectively, the “Terms”).
Any violation of the Terms will constitute a breach of this Agreement and will cause irreparable harm to Schema App entitling Schema App to protective orders (injunctions, temporary restraining orders and the like) against the Client and any other legal or equitable remedies available to it. Violation of these terms may result in, among other things, termination or suspension of Client’s right to use the Software.
PRICING & PAYMENT
In consideration for granting the License, the Client will pay the fees listed on the Schema App Pricing page (https://www.schemaapp.com/product-pricing/) plus all applicable taxes to the fees and charges in any applicable jurisdiction (the “Fees”) monthly after the end of the trial period.
In the event that any amount due to Schema App remains unpaid 5 days after its due date, Schema App, in its sole discretion, may withhold or suspend the License (without limiting Schema App’s termination right under this Agreement). Suspension of Services or License or Additional Services shall not be deemed to be a termination of this Agreement by Schema App. All payments are in US currency, and are to be paid to Schema App by credit card online.
Client may cancel registration for the Services at any time. In order to cancel registration and terminate agreement pursuant to the Agreement, Client must instruct the Company to do so in writing, and send notice of cancellation to Schema App
Any obligations under this Agreement that expressly or implicitly are intended to survive the termination of this Agreement (including, without limitation, all Client payment obligations shall survive any such termination, and shall continue in full force and effect. Except as otherwise expressly provided herein, termination of this Agreement by Schema App: (i) shall not limit any other rights or remedies Schema App may have against the Client, at law or in equity or otherwise, and (ii) shall not relieve the Client of its payment obligations, including without limitation, outstanding amounts owed to Schema App or any other amount that the Client accrued prior to termination.
Schema App makes no representations, warranties or conditions, express, statutory or implied, with respect to the Services, the License, the Work Product, the Software, Additional Services or any services to be provided by Schema App hereunder (all of the foregoing collectively referred to as “Schema App Products and Services”). Schema App expressly disclaims all other representations, warranties or conditions, including without limitation any implied or statutory warranties or conditions of merchantability, title, non-infringement or fitness for a particular purpose. Schema App does not warrant that the Schema App Products and Services will meet the Client’s requirements or that they will function uninterrupted, error free or that all defects in the Schema App Products and Services will be corrected. Schema App complies with all applicable laws relating to data protection, privacy, internal communication and the transmission of technical or personal data, but otherwise makes no representation or warranty and cannot make guarantees regarding accessibility to, or the privacy or security of, any of the Client’s information, files or data. The Client assumes the entire risk as to the results and performance of the Schema App Products and Services. The Client acknowledges that it has or will have independently determined that all Schema App Products and Services meet its business requirements and that it has not relied on any representation by Schema App as to the suitability of any item for any particular purpose. Schema App does not represent or warrant that the Schema App Products and Services will be capable of achieving any particular result or results in the Client’s business or operations. Schema App Products and Services are provided and licensed on an “as is” basis without warranty or representation of any kind. Schema App does not guarantee top placement on the search engines through SEO.
Schema App represents, warrants and covenants to Client that:
- during the term of the License (i) Schema App will perform according to the Terms of the License, and (ii) the functionality of Schema App and the Software will be substantially in accordance with the specifications provided by Schema App and will not be materially decreased during the License term;
- it has the full power and authority to license the rights to Client contemplated hereunder on the terms and conditions in this Agreement without the consent of any other person;
- at the time of installation, the Software will be free from any virus, disabling mechanism or protection feature designed to prevent its use including any clock, timer, counter, computer virus, worm, software lock, drop dead device, trojan horse routine, trap door, time bomb or any other codes or instructions that are designed to access, modify, replicate, distort, delete, damage or disable any such computer systems or any other software or hardware; and
- the Maintenance Services set forth in this Agreement will address any material defects in the Software or errors or outages that have a material impact on the use of the Software, and will be provided by Schema App in a timely, professional and workmanlike manner in accordance with this Agreement.
ANONYMIZED USER DATA
In using the Software Client hereby grants Schema App full rights to anonymize data and information collected so that it does not identify Client as a user, identify specific transactions carried out by Client, or contain any other confidential Client information (“Anonymous Data”). Client agrees that Schema App: (i) has full ownership over Anonymous Data regardless of any Intellectual Property Rights in Data or work derived from Data; (ii) has full license to create derivative works and extract information from Anonymous Data; (iii) has full license to combine Anonymous Data (hereafter “Aggregate Data”); (iv) has the right to use the Aggregate Data on an Aggregate Basis (as defined below) only in the furtherance of the Schema App’s business; and (v) may disclose, sell and publish Aggregate Data on an Aggregate Basis to any party through any means.
Schema App does not claim any ownership interest in the Client’s data, but Schema App does retain the right to create, use, store, disclose, sell and publish Anonymous Data. Client Intellectual Property Rights in any Content, if any, do not confer any rights of access to the Site, the Services or any rights to data stored by or on behalf of Schema App..
“Aggregate Basis” refers to the combination of parts of information collected or processed from the user, not containing the Client’s name, with other information from any or all other Clients of the Services. Schema App asserts that user information used on an Aggregate Basis will not be used in a manner that discloses any individually identifiable information about the user or any specific transactions in which the user has engaged.
We reserve the right to communicate with Clients regarding use of this Service. Client consents to use of any contact information that has been provided to Schema App in doing so.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION
Schema App and the Client understand that each party has disclosed or may disclose information, know how or knowledge owned or licensed relating the other party’s business (“Confidential Information”). Each party agrees to use any Confidential Information only in accordance with this Agreement and only for the purposes of fulfilling its obligations and exercising its rights to this Agreement. Both parties shall use the same degree of care to protect Confidential Information as they would use to protect their own confidential information and both parties shall not disclose any Confidential Information to any person other than persons permitted in the Terms of this Agreement. The agreements contained in this Section shall survive the termination of this Agreement and continue in full force and effect.
The Software is licensed, not sold. All right, title, interest, and ownership rights in and to the Software (including, without limitation, the related source code and object code) are and shall remain solely and exclusively in Schema App. All modifications or improvements made to the Software (including, without limitation, those made or conceived by Client, shall be the exclusive property of Schema App. Upon termination of this Agreement, the License shall terminate immediately (if not previously terminated) and Client shall not have access to or retain any copies of all or any portion of the Software.
So long as all Fees, Additional Fees and other amounts owing to Schema App under this Agreement have been paid in full, Client shall own the Work Product; provided that notwithstanding the foregoing or anything else in this Agreement, Schema App shall retain sole right, title and interest in all of Schema App’s intellectual property rights, know-how, copyrights, techniques, tools, applications, technology, information, ideas, methods, and any other property or proprietary rights which were incorporated in or were necessary to the use or creation of the Work Product or any portion thereof.
The covenants and agreements contained in this Section shall survive the termination of this Agreement and continue in full force and effect.
LIMITATION OF LIABILITY
The maximum total liability of Schema App in the aggregate to the Client for any and all claims in any way related to or arising out of this Agreement or the Schema App Products and Services provided under this Agreement, regardless of the cause of action, including without limitation, claims for breach of contract, fundamental breach, tort, negligence, breach of warranty or representation, or otherwise, and the Client’s sole remedy therefor, shall be strictly limited to an award for direct, provable damages suffered by the Client not to exceed in the aggregate the lesser of: (i) the total amount paid by the Client to Schema App under this Agreement, or (ii) $10,000, regardless of the number of claims.
Provided that notwithstanding the foregoing or anything else in this Agreement, under no circumstances shall Schema App be liable for: (i) damages for lost profits or revenue, or failure to realize expected savings; or (ii) any incidental, indirect, special, punitive, exemplary, aggravated or consequential damages of any kind; or (iii) contribution, indemnity or set-off in respect of any claims against the Client by any third party; or (iv) any damages whatsoever related to any software that is not designed or manufactured by Schema App, or any damages to the System; or (v) any damages relating to interruption, delays, errors or omissions.
The covenants and agreements contained in this Section shall survive the termination of this Agreement and continue in full force and effect.
GOVERNING LAW AND JURISDICTION
This Agreement, and all rights and obligations arising out of the parties’ relationship hereunder, including but not limited to matters of construction, validity, and performance, shall be governed by, and be interpreted under, the laws of the Province of Ontario without giving effect to its conflict of law principles, and the courts of Ontario shall have exclusive jurisdiction in the event of any dispute or litigation between the parties arising out of the terms of this Agreement (except for injunctive relief which may be sought by Schema App in any jurisdiction). Court orders and judgments may be enforced in other jurisdictions as required. In the event Client breaches, or threatens to breach this Agreement, Schema App may apply to a court of competent jurisdiction for injunctive or other equitable relief to restrain such breach or threat of breach, without disentitling Schema App from any other relief in either law or equity.
EXPENSES AND LEGAL FEES
In the event of breach of this Agreement by Client, Schema App shall be entitled to reimbursement of all of its costs and expenses incurred in connection therewith, including, without limitation, reasonable legal fees on a full indemnity basis.
Except as may otherwise be provided for in this Agreement, all notices, requests, consents, claims, demands, waivers and other communications under the Agreement other than routine operational communications will be in writing through: (i) hand delivery; (ii) express overnight courier with a reliable system for tracking delivery; (iii) electronic mail transmission or (iv) confirmed facsimile to the addresses of the Parties indicated on the Cover Page hereof or to such other address as a party may specify by notice and shall be deemed to have been received, if delivered, on the date of delivery if it is a Business Day and otherwise on the next succeeding Business Day and if by courier or facsimile, upon delivery by overnight delivery services (with confirmation of delivery) or upon confirmation of successful transmission via a facsimile machine.
MAINTENANCE TERMS AND CONDITIONS
Schema App will undertake to correct any and all reproducible errors in the Software which are reported by Client to Schema App and shall provide updates to Clients.
Schema App personnel will be available to Client employees by email to answer questions regarding the use of the Software, and to help Client employees identify, verify, and resolve errors with the Software. Email support will be made available Monday through Friday from 8:00 a.m. to 6:00 p.m., Eastern Standard Time, statutory holidays observed by Schema App are excluded.
Hunch will respond to Client request for Maintenance Services to cure an error in accordance with the guidelines below:
|Priority Level||Description:||Resolution Time: (provision of Update)|
|Severity 1 (Critical)||There is a service outage and there is a critical impact to the end users ability to use the platform or get structured data on the website.||24 hours|
|Severity 2 (Major)||The service is degraded and or significant aspects of the platform capabilities are negatively impacted.||48 Hours|
|Severity 3 (Minor or Degraded)||The Software does not function in conformance with its published specifications; however key business processes are not interrupted and there is little or no impact to ability to use the Software for production purposes.||5 Business days|
|Severity 4 (Minor/Non-Service Impacting)||Information is required on Schema App capabilities. There is little or no impact to the client’s .||Standard Business hours|
- This Agreement sets forth the entire agreement between Schema App and the Client with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with the terms and conditions of any other prior writing between the parties.
- If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless continue in full force and effect.
- The parties may not transfer or assign this Agreement without the prior written consent of the other party to this Agreement.
- The waiver by either party hereto of any breach of the terms and conditions hereof will not be considered a modification of any provision, nor shall such a waiver act to bar the enforcement of the subsequent breach.
- Schema App can use the Client data as part of analysis and reporting on trends across the total Schema App user population and structured data created.
- Schema App will not be liable for any default, failure or delay in the performance of its obligations under this Agreement arising from a cause beyond its control or by reason of force majeure.
- The Services are controlled, operated and administered by Schema App (or its licensees) from its offices within Canada and is not intended to subject the Company to the laws or jurisdiction of any state, country or territory other than those of Canada. Those who choose to access the Services do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You are also subject to Canadian export controls and are responsible for any violations of such controls, including without limitation any Canadian embargoes or other federal rules and regulations restricting exports. Additional charges such as customs, fees, taxes, and import duties are the responsibility of the Client. Without limiting the foregoing, Schema App Company may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
By signing up for Schema App, the Client Accepts & Acknowledges this Agreement including without limitation all terms and conditions relating to the License as set forth herein.
Updated: December 14th, 2017.