Terms of Use & Privacy Policy

Contract

This document details the terms of a legal agreement between you and Indexica, LLC, also acting on behalf of its affiliates, officers, employees, agents, subsidiaries, members, directors, and applicable third parties (collectively known as "Indexica”, “we”, “us”, or “our”). By accessing or using our website, currently located at www.indexica.com, or by using our service via our application (via web, desktop, mobile, or tablet) or API, you acknowledge and irrevocably represent that you have read and understood the Terms of Use & Privacy Policy (the “Terms of Use” and/or “Privacy Policy”) and you voluntarily and irrevocably accept and agree to be bound by the Terms of Use. You also agree to comply with all laws and regulations applicable to the use of our website and service, the use of the internet, and to the activities involved in using our service. If you wish to use our application programming interface (referred to as “our API”), you will also be subject to these Terms of Use. If you do not agree with these Terms of Use, do not use this service.

Both parties agree that these Terms of Use are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter hereof, with the exception of certain membership level matters, which are noted in clients’ online account sections.

Please read these Terms of Use carefully before using our service. By using our service, you indicate that you accept these Terms of Use and that you agree to abide by them. You will be asked to confirm this when registering your account, before accessing our service. Each time you access or use the website or the service from then on, you agree to be bound by these Terms of Use. By accepting these Terms of Use, you may access and use the service commensurate with your membership level, which is noted in your account section.

If you are entering into these Terms of Use in connection with your employment, you hereby represent to us that you are authorized to and hereby do bind your company/employer to these Terms of Use. If any court of competent jurisdiction determines that you have failed to bind your company/employer, these Terms of Use shall be binding upon you personally. Any references herein to "you" and "your" refer both to you and to your company/employer, as applicable.

Contact Us

If you have any questions regarding these Terms of Use, you can email us at support@indexica.com.

Modifications

Indexica reserves the right to vary, amend, remove, or add to these Terms of Use at any time without notice. Such modifications shall be effective immediately. Your continued access and use of the service, following the posting of modifications to these Terms of Use, shall constitute your acknowledgement and acceptance of such modifications. If, at any time, you do not wish to accept these Terms of Use, you must immediately cease to access or use the service. Any additional terms, conditions, or modifications to these Terms of Use that are proposed by you shall be of no force or effect unless and until expressly agreed to by Indexica and you, in writing.

We may modify these Terms of Use by posting an updated version to reflect changes in market conditions affecting our business, changes in technology or our business model, changes in relevant laws and regulatory requirements, changes in our systems or services, or for any other reason in our sole discretion. We ask that you check these Terms of Use from time to time to take notice of any changes we may make. Although we may give you notice of such changes, you are ultimately responsible for complying with any such changes and you explicitly agree that your continued use of our service shall be deemed your affirmative consent to any such changes.

Definition of Service

We may provide our service via API, via web based software, or via a downloadable application, which will be collectively called our “service” throughout this document. Our service can be used for analytics and a variety of other purposes. These uses will often be called “service” throughout this document. Additionally, content and indexes that you develop using our service will often be called “Indexica derived indexes and content” throughout this document. We also make our own indexes and content, which will often be called “Indexica owned indexes and content” throughout this document. The term “service” will often be used to encompass our service, Indexica owned content and indexes, and Indexica derived content and indexes, combined, or individually, as may be applicable.

Membership Levels

Although every membership is customized, there are two core membership levels to note. One allows for your external, commercial use of our service and the other only allows for your internal, noncommercial use. There are other membership variations within these two categories, but as far as these Terms of Use are concerned, these two levels are of prime importance. Subject to your compliance with these Terms of Use, if you are a member, you are hereby granted a non-exclusive and non-transferable right to access the service commensurate with your paid membership level. As used herein, "commercial use" shall mean any use of Indexica derived indexes and content, Indexica owned indexes and content, or our service in general, that may directly derive a commercial benefit or pecuniary gain for you based upon an external use outside of your organization. As used herein, “noncommercial use” shall mean any use of Indexica derived indexes and content, Indexica owned content and indexes, or our service in general that you use solely for internal purposes. Internal purposes include uses that may result in financial gain, but not based on revenue generated by directly selling Indexica derived indexes or content.

Once you have paid the appropriate fees to become a commercial user, you may then use the service to develop content and indexes that you may use for commercial purposes subject to these Terms of Use and all applicable laws and regulations. For the purposes of this agreement, content will include indexes and any other exportable data that derives from our service. Additionally, although your membership may include certain levels of customer service, we have no liability to strictly perform based upon any noted standards.

Payment

Terms of payment are within our sole discretion and may be modified, amended, or supplemented at any time and shall become effective immediately upon notice. All applicable charges for service are payable based on what is noted in your account section. You are responsible for payment of any sales or use taxes associated with the charges, if applicable. We reserve the right to charge different prices to our clients for the same service or for different service, at our discretion. Indexica reserves the right to refuse its service to anyone, whether current members or potential members, for any reason or for no reason.

The amount of fees due and the required timing of their payment are not stipulated in these Terms of Use, but instead are noted in the account section of your account. Also noted in the account section is the membership level associated with your account, which defines whether you may use your account for commercial uses or noncommercial uses, among other variations, based upon what we have agreed to beforehand, in writing or verbally. You agree to the fee amount and required payment schedule associated with your noted level of membership in the account section unless you contact us in writing and request a change to your account level.

Indexica may provide you with the ability to pay through a service such as Paypal, Google Checkout, a credit card, or another third party service. All memberships paid through these third parties may subject to the third party's terms, and we will not be responsible for anything contained therein. All payments by you are made to us, and not to any third parties from whom we may harvest or obtain text or data from.

Noncommercial Users

You are permitted to use the service only as specifically authorized by us based on your level of membership. If you are a noncommercial user, subject to your payment of the applicable fees and your compliance with these Terms of Use, you may only use our service for your own lawful internal business purposes. As a noncommercial user, the service and any content you derive from the service, may be used only for your internal business (or personal, as the case may be) purposes, and no part of the service or derived content or indexes may be copied, reproduced, or redistributed by you outside of your organization. This right to access and use the service is personal to you and is not transferable to any other person or entity, nor may it be shared, resold, rented, licensed, or leased by you. As a noncommercial user, you are not a commercial user unless your membership level is upgraded purposefully.

General Restrictions

You will not, in connection with your use of our service and all content and indexes therein: (a) violate any applicable local, state, national or international law, statute, ordinance, rule or regulation, including without limitation those relating to competition or antitrust; (b) interfere with or disrupt the computer networks of Indexica or attempt to do so; (c) forge headers or in any manner manipulate identifiers in order to disguise the origin of any information derived from Indexica unless as a commercial user, you are allowed to do so; (d) download, upload, post, transmit, publish, or distribute any material that infringes, violates, breaches or otherwise contravenes the rights of Indexica or any third party, including any copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (e) interfere with or disrupt the use of the service by any other customer or user or reverse look-up, trace or seek to trace any information on any other user of or visitor to the service, or any other customer of Indexica; (f) probe, scan or test the vulnerability of the service or any network connected to the service or attempt to gain unauthorized entry or access to the computer systems of any other person or entity; (g) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the service or Indexica’s systems or networks, or any systems or networks connected to the service or to Indexica; or (h) download, upload, post, transmit, publish or distribute any material or information that constitutes or encourages conduct that would constitute a criminal offense, give rise to other liability, or otherwise violate applicable law.

You may not use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, or monitor any portion of the service or any content or index, nor may you in any way reproduce or circumvent the navigational structure or presentation of the website or any content to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the website, API, or application, unless your membership level expressively permits it or unless we have mutually agreed to it in a writing signed by both parties.

You shall not impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the accounts of others, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the service, or perform any other similar fraudulent activity. You may not use the service if you are under the age of 18 years old.

You may not reverse engineer, decompile, or disassemble the website or service or application, or any other content or index available in connection with the service, except and only to the extent that such activity is expressly authorized by applicable law notwithstanding this limitation. You agree not to circumvent or attempt to circumvent any security measures associated with the website and/or the service.

No Advice or Guarantee of Accuracy or Reliability

The service is intended only for professionals. No aspect of the service, including content and indexes derived from the service nor indexes and content owned by Indexica, should be construed to be financial, legal or other advice of any kind, nor should it be regarded as an offer or as a solicitation of an offer to buy, sell or otherwise deal in any investment or security or make any business decision. Nothing in the service constitutes a solicitation by Indexica for the purchase or sale of loans, securities, any investment, or the suggestion to make a business decision.

All advice implied from the service is for information purposes only and should not be construed as a solicitation to enter into an investment advisory relationship, to purchase any security or other financial instrument, or used to make any specific business or investment decision. Indexica does not provide customized or personally tailored advice, products, or service. Signals displayed on our service are of a generic nature and are not tailored to the specific circumstances of any visitor or member. You should use any information gathered from this service only as a starting point for your own independent research and decision making process. Any specific signals or ideas derived from our service may not be suitable for all investors or business decisions. You should carefully consider whether utilizing any specific signal is suitable for you in light of your financial condition. You are advised to conduct your own due diligence and seek the advice of a qualified professional when it comes to making investment and business decisions. You understand and agree that we did not and do not advise you with regard to your investments or business decisions.

To the extent that an index or metric originates from our service, and is derived from a market price or data point of any kind whatsoever, an index or metric may be created, providing a method by which you might use our service or an index to develop a portfolio, make a trade or business decision, make a prediction, create a signal, or track something over time. The indexes are never an actual portfolio of investments. Signals inferred from the indexes reflect numerical values and may not correspond to actual transactions or data points. If you choose to track the indexes for trading or other decision-making purposes, you understand and agree that your actual results are likely to be different from the percentage changes reflected in the statistics associated with our metrics, indexes, and analytics. Differences may arise for a number of reasons, including but not limited to: predictive indexes may not be accurate on a go-forward basis; tracking indexes might not be accurate on a go-backward basis; indexes do not account for transaction costs; indexes do not account for margin interest costs; indexes do not account for time delays before buy, sell, or other signals are viewed by you, including delays in the delivery of email or other messages; indexes do not account for cash dividends; indexes may contain inputs or components with errors, or incorrect or miscalculated data; indexes generally do not account for corporate actions such as stock splits, rights, and warrants; indexes do not consider possible lack of liquidity; indexes do not consider tax consequences; index trade signals do not indicate size of position; indexes may not use the same index construction mathematics as others may use; indexes may include inputs that have nothing to do with one another; indexes may include components that are nonsensical; and indexes do not give asset allocation guidance. You agree not to rely solely on indexes, metrics, or anything derived from Indexica when making investment or business decisions.

You understand and agree that the opinions expressed in the texts and data that we use to derive our service are harvested from sources whose reliability is completely unknown. You agree that we are not liable for any errors, omissions, or incomplete or out of date information contained in said texts.

Copyright Infringement Claims

We respect the intellectual property rights of others, and require that the people who use our service do the same. If you believe that your work has been copied, even though our service does not copy text in a way that constitutes copyright infringement, please forward the following information to Indexica’s copyright agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2) (the "DMCA"), named below:

Ronnie Roy
DME Law LLP
1900 Avenue of the Stars, 25th Floor
Los Angeles, CA 90067

To be effective, the notification should include: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the right being infringed; (b) identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information sufficient to permit us to locate the material; (d) information sufficient to allow us to contact the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or intellectual property owner, agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the right being infringed. If you fail to comply with all of these requirements, your DMCA notification may not be valid. You acknowledge and agree that upon receipt and notice of a claim of infringement, we may immediately remove or disable the identified materials from use within our service without liability.

Links and Linking

Access to any other website linked to through our service is at your own risk and Indexica is not responsible for the accuracy, availability, or reliability of any information, data, opinions, advice or statements made available on these websites. As such, Indexica is not liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such third party website or the texts that derived from any third party website used within our service. Indexica may (though rarely so) provide these links merely as a convenience and the inclusion of such links does not imply an endorsement or recommendation nor does it imply that we have a right in the texts or websites that we may link to.

You may link to our public website, not to sections provided only to paying members, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Our site must not be framed on any other site. We reserve the right to withdraw linking permission without notice.

Limitation of Liability

You are responsible for all of your activity in connection with our service. It is your responsibility, not ours, to ensure that your use of our service complies with all applicable laws. We are not liable for your use of our service, whether you are a commercial user or a noncommercial user, or otherwise.

Indexica, our clients, and companies who produce text and data that Indexica harvests will not be liable to you or anyone, under any contract, tort, negligence, strict liability or other legal or equitable theory for any direct, indirect, incidental, special, reliance, exemplary, punitive or consequential damages, including, but not limited to, loss of profits or revenue, loss of information or data or costs of replacement service or technology arising out of the use or inability to use our service, damages arising from any unsuccessful court action or legal dispute, lost business, business interruption, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever arising out of or relating to these Terms of Use, our service in general, Indexica owned indexes and content, Indexica derived indexes and content, or any other interactions with Indexica, even if Indexica may have been advised of the possibility of such damages or liability.

Indexica and companies who produce or provide texts or data that Indexica harvests shall not in any way be liable to you or any client of yours for any inaccuracies, errors or omissions, regardless of cause, in the service, in Indexica owned content and indexes, in Indexica derived content and indexes, or for any damages (whether direct or indirect) resulting therefrom. Without limiting the foregoing, Indexica and companies who produce or provide text or data that Indexica harvests shall have no liability whatsoever to you, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect to any loss or damage suffered by you as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by you or any client of yours, whether or not based on the service, Indexica derived content and indexes, or Indexica owned content and indexes. You acknowledge and agree that your sole and exclusive remedy in relation to any dispute with us is to stop using our service, and to cancel your account.

Disclaimer

You acknowledge that Indexica has no control over what you access via the service; what impact the service may have on you; how you may interpret or use the service; or what actions you take as a result of having been exposed to the service.

All texts and data utilized by our service are the sole responsibility of the people or companies from whom such texts or data originated. Indexica does not control the texts or data and does not guarantee the accuracy or integrity of such texts or data. Indexica will not be liable for any statements or conduct made by any third party using the service nor to any third party from whom text or data was derived. You agree that Indexica will not be responsible or liable for the copyright compliance, legality, or decency of material derived from, or accessed through our service, or from texts or data derived from third parties which are used within our service. It is your responsibility to ensure that your use of our service is in compliance with the third parties from whom we harvest text or data.

You hereby expressly agree that access to and use of our service, your derived content and indexes, our owned content and indexes, and the internet, is at your sole risk. Our service is provided on an “as is” basis. Indexica makes no representations or warranties of any kind, express or implied, as to the operation of the service or the information, data, content, materials, or texts associated with this service. To the fullest extent permissible by applicable law, Indexica disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Some jurisdictions do not allow for the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations that are lawful in your jurisdiction will apply and our liability will be limited to the maximum extent permitted by law.

Without limiting the foregoing, we make no warranty that (a) the service will meet your requirements, (b) the service will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the service will be effective, accurate, predictive, or reliable, or (d) the quality of any content, data, material, or service obtained by you from the service, from us, or from any third parties’ websites to which the service is linked or from which text is derived, will meet your expectations or be free from mistakes, errors, or defects. Indexica does not guarantee that your access to indexes and content that we develop or that you develop will remain uninterrupted, that the indexes and content are accurate, predictive, or precise, that derived texts or data are accurate, or that our algorithms are functioning in a manner consistent with any expectations. We do not guarantee that you will be able to access or use our service at times or locations of your choosing or that we will have adequate capacity for the website or the service as a whole or in any specific geographic area. Our service is reliant on texts and data harvested from a number of other people. Our service may be interrupted by downtime suffered, or caused, by those other people.

You agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Indexica, for which monetary damages would be inadequate, and you consent to Indexica obtaining any injunctive or equitable relief that Indexica deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Indexica may have at law or in equity.

Ownership of Harvested Text & Data and Release of Liability

Our service is provided to you based on texts and data that are derived from and owned by other people, perhaps including you. These texts and data may be harvested directly from the owners, or through platforms, which are not technically providing the texts, but instead are providing a platform by which owners publish their text. We are not affiliated with any other companies. Indexica does not guarantee that it has the legal right to provide a service that utilizes these texts or data for analytics, though we only harvest public, open source text and data or data provided to us upon agreement, and provide the ability analyze it in aggregate. We make every effort to ensure that we do not violate any intellectual property right laws as it relates to origin texts and data and we believe that we do not. We believe that our service does not put you at risk; however, we do not guarantee this. Rights to the underlying texts and data may be subject to separate terms, intellectual property right laws, and separate fees, depending on the source of the texts and data, for which you are responsible. You agree to be bound by all of the terms of service agreements (or agreements of a similar nature) to which we have agreed to. If you would like a list of the agreements to which we are bound, please contact us.

Indexica allows users to provide and input data points as inputs for indexes. We also harvest various data points, which can be used as inputs for indexes. We do not own this data and we do not guarantee it is accurate, and therefore we do not assume any liability for losses that may be caused by your use of any aspect of our service related to this data, or for any other reason.

You agree that it is your sole responsibility to ensure that your use, whether commercial in nature or not, of our service and related derived content and derived texts and data, complies with all of the required restrictions and additional terms, fees, or otherwise, that may be associated with third party derived texts and data.

To the extent that you redistribute any Indexica owned content or indexes, or content or indexes derived from our service, as a commercial user or otherwise, you may be required to obtain required approvals for control and redistribution of such content both by being a commercial user of Indexica and/or by obtaining the required approvals from the owners of the texts. You are responsible for any and all costs and fees associated with agreements entered into with any such third parties.

If derived content is deleted from a source which we previously harvested content from, we will not automatically delete said content from our databases, although we will make our best effort to do so. However, if we have received a request to delete said derived content, we will do so.

Our Owned Indexes and Content

Indexica is the owner and retains all proprietary rights to our service, our indexes, our content, and all associated copyrights, trademarks, brands, service marks, patents or other proprietary rights under law related to the above. Our owned indexes and content may be licensed to you, but are not sold to you. Therefore, you do not own our indexes or content, nor do you own the exclusive right to distribute them, however, whether you are a paying member or not, you are granted the limited right to use, distribute, and display our owned indexes and content. More specifically, you are permitted, non-exclusively and without the requirement to pay us, the right to distribute our owned indexes and content to any client or user so long as that client or user is not directly paying you solely for access to our indexes or content. You may indirectly be paid, however, for example through an increase in site traffic, but you may not charge for access to our indexes or content directly, nor may you, or your clients, use our indexes or content within a commercial application such as a contract or financial product. Commercial use applications require a fee not covered in these Terms of Use. The publishing, distribution, or redistribution of our indexes and content must include the name of the index and the name of our company.

You may not modify our indexes or content in any way. Our indexes and content are provided on an "as is" and "as available" basis without warranty of any kind, either express or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. In no event shall Indexica be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with your use of our indexes or content. We have the right to discontinue or modify the development and distribution of any index or content, at any time.

Attribution

Indexica used Yago as the basis behind its entity classification system. Significant modifications were made. Yago is available under a creative commons 3.0 license: The license can be found here:http://creativecommons.org/licenses/by/3.0/. Details about Yago are available here: http://www.mpi-inf.mpg.de/departments/databases-and-information-systems/research/yago-naga/yago/.

Indemnification

You agree to indemnify, defend and hold Indexica, and its agents, affiliates, subsidiaries, directors, officers, members, employees, and applicable third parties (e.g., all relevant partner(s), the sources from whom we harvest text and data, licensors, licensees, consultants, contractors, etc.) (all also called "Indemnified Person(s)") harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of your use of the services (including, but not limited to your use or misuse of our indexes or content) and/or your breach of any of these Terms of Use. You acknowledge and agree that each Indemnified Person has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary. You agree to indemnify Indemnified Persons who face liability over your use of Indexica derived content and indexes, Indexica owned content and indexes, or any aspect of our service whatsoever. The liability or losses may be due to the fact that we may not have the rights to derived texts or data or because you may not have the rights to the derived texts or data, among any other possible reasons. You agree to indemnify Indemnified Persons who face liability or incur damages as a result of your use of this service, Indexica derived content or indexes, or Indexica owned content or indexes, if that use breaches these Terms of Use or intellectual property right laws associated with the texts or data that are used within our service whether those damages result from not having the rights to underlying texts or data or otherwise. If you are required to enter into, or to comply with the terms of third party agreements, you may only receive such terms directly from the third-parties. Indexica will not indemnify you if we breach patents, copyrights, other intellectual property right laws, or terms of use agreements, and those breaches cause you to incur losses or liability of any kind. All losses and liability, in this scenario and every other scenario, will be borne by you and in addition, you will indemnify the Indemnified Persons in the case of any losses, as noted throughout these Terms of Use. Commercial users assume all responsibility and liability for compliance with these Terms of Use by third party recipients of Indexica derived content and indexes, and our service, based on their distribution of said items. This indemnification section survives the expiration of your membership. Indexica reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Indemnified Persons, and you agree to cooperate with the defense of these claims. Indexica will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. If you are unsure of whether your use is acceptable, please contact us. If you would like the exclusive right to distribute one of our indexes, or our content, please contact us. If you wish to make any use of Indexica owned content or indexes, other than for a use set out in these terms, please contact us.

Basis of the Bargain

You acknowledge and agree that Indexica has offered its service, set its prices, and entered into these Terms of Use in reliance upon every aspect set forth in these Terms of Use, and that the disclaimers, indemnifications, and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Indexica, and that the disclaimers, indemnifications, and the limitations of liability set forth herein form an essential basis of the bargain between you and Indexica. Indexica would not be able to provide the service to you on an economically reasonable basis without your agreement to these Terms of Use.

Modification of Service

We may, at any time and from time to time revise, modify, supplement, suspend, or discontinue, temporarily or permanently, the service (or any part thereof, including but not limited to our indexes and content) with or without notice to you, and terminate all permissions granted in these Terms of Use. You agree that Indexica will not be liable to you or any third party for any revision, modification, supplement, suspension, or discontinuation of the service.

Cancellation of Service

You agree that Indexica may, in its sole discretion and without prior notice, terminate your access to the service and/or block your future access to the service if Indexica determines that you have violated these Terms of Use or used the service beyond what is permitted based upon your membership level. This would constitute a cancellation for cause. Additionally, you agree that Indexica may, in its sole discretion and without prior notice, terminate your access to the service, for cause, for reasons that include, but are not limited to: (i) requests by law enforcement or other government agencies, (ii) a request by you (self-initiated account termination), or (iii) discontinuance or material modification of our website or service.

In addition to terminations for cause, we may terminate or suspend your use of our service at our discretion for any reason at any time, even if you did not violate these Terms of Use. This would constitute a cancellation without cause. Upon termination, regardless of the reason therefore, your right to use our service will immediately cease, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the service. Your rights to any indexes or content that you derived from our service will terminate if your account is terminated. We shall not be liable to you or any third party for any claims or damages arising out of any termination, whether for cause or not, or any other actions taken by us in connection therewith.

You can close your account with us at any time through your online account interface or by contacting us directly. You will not receive a refund if your account is closed for cause. If we close your account without cause, and you are a paying member of our service, we will refund the prorated amount you have paid to us for service that has yet to accrue, if any.

Invalidity

If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be (at the sole discretion of Indexica) re-written to reflect the initial intention, limited, or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain enforceable and in full force and effect.

Governing Law

The laws of the state of California, USA, will apply to all matters relating to these Terms of Use and the use of our service, without regard to the conflicts of laws principles nor the United Nations Convention on the International Sale of Goods. You agree to submit to the exclusive jurisdiction and venue of the United States District Court, Los Angeles, California, USA.

No Waiver

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If we fail to insist upon strict performance of any of your obligations, or if we fail to exercise any of our rights or remedies, this will not constitute a waiver of such rights or remedies and will not relieve you from your obligations of compliance.

Assignment

You agree that these Terms of Use, and the service may be assigned by Indexica, in our sole discretion, to any third party at any time. You may not transfer or assign any of your rights or obligations under these Terms of Use, and any attempt to do so will be null and void, unless it has been agreed to in writing by you and Indexica.

No Relationship

No agency, partnership, joint venture, or employment is created as a result of these Terms of Use and you do not have any authority of any kind to bind Indexica in any respect whatsoever.

Attorneys' Fees

If any legal action or other proceeding including, without limitation, arbitration, is brought to enforce the provisions of these Terms of Use, then Indexica will be entitled to recover its reasonable attorneys’ fees and other costs incurred in the action or proceeding (including all appeals and retrials), in addition to any other relief to which Indexica may be entitled.

Your Account

By registering with us, you represent and warrant that all information provided during registration is true and accurate and you agree to update this information in order to keep it current, complete and accurate. The password we assign to you is for your individual use only, and is not to be shared with employees, coworkers, friends, or family. Accounts may not be shared with other individuals within your organization. You agree to keep your password confidential at all times. Indexica may at any time, and at our sole discretion, terminate your account without prior notice to you, for cause, if we suspect your account is being used by more than one individual. You are responsible for all use of your security details and your account.

You shall solely be responsible for any and all necessary equipment and connections from your own computer systems to the Indexica systems that will allow for access to our service. Indexica shall have no responsibility for any such equipment or connections. You shall ensure that you have implemented security systems and procedures to prevent the unauthorized access to or misuse or disruption of our service.

Inputs

You are responsible for ensuring that any texts, information, or data that you input into our service is accurate and compatible with our site and our service. You are also responsible for taking any steps necessary for protecting the rights in the information and data that you input. We do not accept responsibility for unauthorized use of the information and data that you input.

Communications

You accept that communication with us will be mainly electronic, through our site or by e-mail, and that this constitutes written communication. When contacting you, we will use the telephone, e-mail, or postal address you provide to us when registering, or any replacement to those details that you have entered into your account on our site/application. Any official communication or notice from you to us should be sent to our postal and e-mail addresses. You may opt out of receiving communications from us in your account section.

Void Where Prohibited

We make no representation or warranty that any material related to our service is lawful in every jurisdiction from which such material can be accessed, or that it will be available for use in all jurisdictions. If you access or use our service, you are responsible for compliance with all applicable local laws.