Effective Date: January 22, 2021
Thank you for your interest in Kensho Technologies, LLC (“Kensho” or we).
Before accessing and using the Site, please read these Site Terms carefully because they constitute a legal agreement between you and Kensho. BY USING THE SITE, YOU AFFIRM THAT:
- YOU HAVE READ AND UNDERSTAND THESE SITE TERMS;
- YOU WILL COMPLY WITH THESE SITE TERMS; AND
- YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO LEGALLY BINDING CONTRACTS.
1. WHEN THESE SITE TERMS APPLY
These Site Terms apply to your use of the Site or any other website on which Kensho posts them.
Use of any of Kensho’s machine learning, data science and statistical analysis software-as-a-service (SaaS) solutions (“Services”) is governed by the separate Kensho Terms of Service (“Service Terms”) or the Enterprise Agreement (as defined in the Service Terms) pursuant to which you obtained the Services. If you access and use Kensho’s Services as part of a subscription with Kensho’s affiliate, S&P Global, Inc. or its affiliates (collectively, “S&P Global”), then the terms of the applicable subscription agreement apply.
If you have not agreed to the Service Terms and do not have another written agreement with Kensho or a subscription agreement with S&P Global, then these Site Terms govern your use of the limited content that you can use on the Site but these Site Terms do not authorize your access to the Services. If you are uncertain about the legal terms that apply to you, please contact us at firstname.lastname@example.org.
2. CHANGES TO SITE TERMS
The Effective Date of these Site Terms is set forth at the top of this webpage. As we add new features to the Site, we may need to modify these Site Terms. When we modify these Site Terms, we will update the Effective Date, providing you with notice of our changes, so we encourage you to review these Site Terms from time to time to review such updates. We will not make changes that have a material retroactive effect on your legal rights unless we are legally required to do so or to protect the rights of other Site users. Your continued use of the Site after the Effective Date constitutes your acceptance of the amended Site Terms, but any change to these Site Terms after your last use of the Site will not apply retroactively. The amended Site Terms supersede all previous versions of our agreements, notices or statements of or about the Site Terms.
3. ADDITIONAL TERMS
Additional terms and conditions may apply to certain features of the Site, such as terms that apply when you choose to apply for a position on our “Careers” pages. When presented to you, you must agree to the additional terms before using the features to which they apply. These Site Terms and the additional terms will apply equally unless an additional term is inconsistent with these Site Terms, in which case the additional term will prevail but solely to the extent of the inconsistency.
5. Site Content
The Site, including any opinion, photograph, graphic, artwork, text, video clip, audio clip, trademark, logo, product information and other content displayed or otherwise provided on the Site, and all intellectual property rights relating thereto, (collectively, “Site Content”) is owned by Kensho or its licensors and protected under both United States and foreign copyright, trademark and other laws.
Kensho grants to you a nonexclusive, nontransferable and limited license (without the right to sublicense) to access and use the Site and download, print and/or copy publicly-available Site Content solely for your own personal use and subject to these Site Terms. You acknowledge that the trade secrets and intellectual property embodied in the Site are not and will not be licensed or otherwise disclosed to you. All rights not expressly granted herein are reserved by Kensho.
These Site Terms and your use of the Site grant you only the limited rights described in these Site Terms. Nothing contained in these Site Terms grants by implication, estoppel or otherwise, any license or right in or to Kensho’s trademarks, logos or service marks (“Kensho Marks”) or patents, trade secrets or other intellectual property (together with the Kensho Marks, “Kensho IP”) embodied in the Site. Unauthorized use of any of the Kensho IP may violate applicable law.
6. USING THE SITE
- Your Rights and Responsibilities. You may use the Site for lawful, non-commercial purposes only. Unless expressly permitted in these Site Terms, you agree that you shall not (and you agree not to encourage or allow any third party to):
- reverse engineer, decode or otherwise attempt to derive or gain access to any portion of the Site or Site Content;
- remove, delete, alter or obscure any copyright, trademark or other proprietary rights notice contained in the Site or Site Content;
- use any robot, spider, search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any of the Site;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Site or any feature or functionality of the Site to any third party for any reason;
- copy, modify, adapt, translate, reformat or frame, mirror or create derivative works or improvements of any portion of the web pages that are part of the Site;
- use the Site in any manner that could damage, disable, overburden or impair our servers or networks or interfere with any other party's use and enjoyment of the Site;
- attempt to gain unauthorized access to the Site or Kensho’s systems or networks through hacking, password mining or any other means;
- access or use the Site for purposes of competitive analysis of the Site, the development, provision or use of a competing product or service or any other purpose that is to Kensho’s detriment or commercial disadvantage;
- collect or store personal information about any other user without that user’s express prior written consent;
- use the Site to send any unauthorized advertisement, junk mail or other unsolicited or unauthorized commercial or promotional content; or
- otherwise access or use the Site beyond the scope of the authorization expressly granted under these Site Terms.
Kensho has the sole discretion to terminate your access to the Site without notice for any violation of the above rules.
You are solely responsible for any and all charges, fees and other costs related to use of the Site. If you access and use the Site on your smartphone, tablet or other mobile device, you agree that you are solely responsible for all charges that you incur from your mobile service provider.
Feedback. Kensho may from time to time offer areas in the Site where you and other users can post or otherwise submit (including via email) suggestions, ideas, notes, concepts or similar materials about Kensho to or through the Site (collectively, “Feedback”). By posting or transmitting Feedback to Kensho (and/or our designees) through the Site, you grant Kensho and our designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), transferable, royalty-free, perpetual and irrevocable right to use, reproduce, sublicense (through multiple tiers), distribute, create derivative works of, perform and import your Feedback in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you. In other words, Kensho has the automatic right to use your Feedback -- including reproducing, disclosing, publishing or broadcasting your Feedback -- in any medium and for any purpose. Under no circumstances are you entitled to payment if Kensho uses your Feedback. All Feedback is deemed non-confidential and non-proprietary.
By posting Feedback, you represent and warrant that:
- you own or otherwise control all of the rights to your Feedback, including copyrights;
- your Feedback is true and accurate;
- your Feedback does not violate the rights of any other person or entity, such as rights of privacy and publicity; and
- your Feedback complies with applicable laws, rules and regulations.
You acknowledge and agree that Kensho has the right (but not the obligation) to alter, remove, or refuse to post or allow to be posted any Feedback. Kensho takes no responsibility and assumes no liability for any Feedback posted by you or any third party. Kensho is not responsible for information that you choose to communicate via Feedback.
7. LINKS TO OTHER WEBSITES
The Site may contain links to third-party websites, including social media (collectively, “Linked Sites”). Linked Sites are not under the control of Kensho and Kensho is not responsible for Linked Sites or for any information or materials on, or any form of transmission received from, any Linked Site. You access Linked Sites at your own risk. Unless expressly noted, a link does not imply endorsement by Kensho of the Linked Site or any association with the operator of the Linked Site. Kensho does not investigate, verify or monitor Linked Sites. Kensho provides links to Linked Sites for your convenience only. Please check the URL address provided in your browser to see if you are on the Site’s domain, i.e., kensho.com, koto.ai or visallo.com.
8. DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY
Kensho warrants that Kensho has validly entered into these Site Terms and has the legal power to do so. You warrant that you have validly entered into these Site Terms and have the legal power to do so.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Kensho specifically disclaims all warranties and conditions of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. Kensho does not warrant that (a) the Site will meet your requirements, (b) operation of the Site will be uninterrupted or virus- or error-free or (c) errors will be corrected. Any oral or written advice provided by Kensho or its authorized agents does not and will not create any warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU AGREE THAT NONE OF KENSHO AND ITS AFFILIATES (“KENSHO PARTIES”) AND THIRD-PARTY SUPPLIERS ARE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, THAT ARISE IN ANY WAY FROM OR ARE RELATED TO USE OF THE SITE OR THESE TERMS, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF ANY OF THE KENSHO PARTIES OR THEIR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE MAXIMUM LIABILITY OF THE KENSHO PARTIES FOR ANY TYPE OF DAMAGES ARISING FROM YOUR USE OF THE SITE IS LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR ACTUAL DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT THE ABOVE LIMITATIONS OF LIABILITY TOGETHER WITH THE OTHER PROVISIONS IN THESE SITE TERMS THAT LIMIT LIABILITY ARE ESSENTIAL TERMS AND THAT KENSHO WOULD NOT BE WILLING TO GRANT YOU THE RIGHTS SET FORTH IN THESE SITE TERMS BUT FOR YOUR AGREEMENT TO THE ABOVE LIMITATIONS OF LIABILITY.
THE DISCLAIMERS AND LIMITATIONS IN THIS SECTION 8 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER ANY RIGHT THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. If these Site Terms and the term of a statute applicable to you conflict, then the term of the statute shall prevail but solely with respect to the conflict.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM WOULD HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY ”.
You agree to indemnify and defend Kensho Parties and their respective directors, officers, members, managers, employees and agents from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees brought against any of the Kensho Parties by any third party arising from your Feedback or use of the Site in violation of these Site Terms, the rights of a third party or applicable law. Kensho reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of Kensho may be made without Kensho’s prior written approval.
10. GOVERNING LAW; DISPUTE RESOLUTION
All matters related to the Site are governed by the internal laws of the State of New York, United States, as such laws apply to agreements made and performed therein (without giving effect to the principles of conflicts of laws). Any legal action or proceeding relating to your access to, or use of, the Site shall be instituted in a state or federal court in Borough of Manhattan, New York, New York. You and Kensho agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
You and Kensho agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Site Terms.
YOU AND KENSHO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING IN ANY FORUM.
11. ELECTRONIC COMMUNICATIONS AND CONTRACTING
The communications between you and Kensho may use electronic means. Except as prohibited by applicable law, you agree to receive communications from Kensho in an electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Kensho electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. Your affirmative act of using the Site constitutes your electronic signature to these Site Terms and your consent to enter into agreements with us electronically.
12. GEOGRAPHIC RESTRICTIONS
Our servers and operations are located in the United States and our policies and procedures are based on United States law. The Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject Kensho or its affiliates to any registration requirement within such jurisdiction or country.
These Site Terms automatically terminate when you fail to comply with any term or condition of them. Kensho reserves the right to terminate or modify the Site or your access to the Site. For example, Kensho may prohibit access to the Site if Kensho detects or suspects fraudulent use.
Termination of these Site Terms will not limit any of Kensho’s other rights or remedies. Sections 5, 6.b., 8, 9, 10 and 13 through 15, as well as any other provision that must survive in order to give proper effect to the intent and purpose of these Site Terms, shall survive termination.
14. CLAIMS OF COPYRIGHT INFRINGEMENT
We respond to notices of alleged infringement as required by the U.S. Digital Millennium Copyright Act (“DMCA”), including by removing or disabling access to material claimed to be the subject of infringing activity. If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights otherwise have been violated in or through the Site, please send your claim or notice of infringement to email@example.com with the subject line “DMCA Agent”.
Our DMCA Agent will only respond to notices and inquiries that comply with the requirements of the DMCA. Please see www.copyright.gov for more information.
Upon receipt of notification complying with the DMCA, Kensho will take steps to remove or disable access to any infringing material and remove or disable access to any link to infringing material. Notifications must include ALL of the following:
- a physical or electronic signature of the persons authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
- a description of the copyrighted work that you claim has been infringed;
- a description of where in the Site the material that you claim is infringing is located;
- contact information reasonably sufficient to permit Kensho to contact you;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- a statement by you, made under penalty of perjury, that the information in your notification to Kensho is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- These Site Terms inure to the benefit of and are binding on Kensho’s and your successors and assigns, respectively.
- Kensho may assign these Site Terms to a successor in interest (in whole or in part) but you may not assign the Site Terms without the prior express written consent of Kensho.
- If any provision of these Site Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision was not used.
- If Kensho fails or you fail to perform any obligation under these Site Terms and the other party does not enforce such obligation, the failure to enforce on any occasion will not constitute a waiver of any obligation and will not prevent enforcement on any other occasion.
- Nothing contained in these Site Terms creates a relationship or partnership, joint venture, or agency between Kensho and you.
- There are no third-party beneficiaries to these Site Terms.
- If Kensho is or you are prevented from performing or unable to perform any obligation under these Site Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such cause.
- Headings and captions are for convenience only.
If you have questions about the Site or these Site Terms, please contact us at:Kensho Technologies, LLC
Attn: General Counsel
One World Trade Center 76G
New York, NY 10007
For Customer/Technical Support: firstname.lastname@example.org
For Privacy Issues: email@example.com
Copyright © 2021 Kensho Technologies, LLC. All rights reserved.