Terms of Service
The Semantic Search Co Ltd. trading as ProductWorld is an Irish corporation with offices at Phoenix House, Monahan Road, Cork, T12 H1XY, Ireland develops and maintains proprietary software, advertising and marketing platforms, made available through the associated websites of www.digitalcompounder.com, www
These Terms of Service (the Terms) together with the proposal or estimate you received describing the Services (the Proposal) and the invoice you received for your order of the Services (the Invoice) (collectively the Agreement), explain your obligations to the Company, on behalf of you or your organization and the Company’s obligations to your company with respect to the Company’s provision of the services described in the Agreement. The Agreement is a legally binding agreement between your company and ProductWorld (when taken together, the Parties).
The Parties agree as follows:
By (i) completing an e-signature on a Proposal, (ii) accessing a Subscription Service, or (iii) making a payment to the Company , the company agrees effective as of such date (the “Effective Date”), to be bound by the Agreement, and represents and warrants to the ProductWorld that:
- The individual entering into the Agreement has the power and authority to do so on behalf of the Company;
- Neither the Company nor the individual entering into the Agreement is named on any U.S. government list of persons or entities prohibited from receiving exports; and
- Neither the Company nor the individual entering into the Agreement a resident of, or otherwise domiciled in, any countries set forth in the State-Sponsored Terrorism List promulgated by the U.S. government.
1. Provision of Services
Subject to these Terms, ProductWorld shall use commercially reasonable efforts to provide the Company the Services and Content to support said Services ordered by the Company during the periods set forth in, and otherwise in accordance with, the Invoice and the Proposal. Content means all content available for use with the Service from the Company, including Images, Videos, Training Materials, Advertising Content, Media Kit and Copyrighted Text and source code as described in the Agreement.
ProductWorld’s provision of the Services is strictly conditioned upon the Company’s full compliance with the Agreement and all applicable laws, rules and regulations. ProductWorld may, without limiting any other available remedy, terminate the Agreement, and/or suspend the provision of the Services to the Company at any time and without notice, if ProductWorld believes, or receives a claim that, the Company is in violation of any section of the Agreement.
2. Duration of the Contract and Termination
The Agreement is effective beginning on the Effective Date and will continue for as described within the Agreement.
In addition to any other remedies available, ProductWorld may terminate the Agreement immediately upon written notice if the Company fails to pay any Fee or other amounts when due or otherwise materially breaches the Agreement.
Payment will be made by the Customer within 15 days upon receipt of an invoice. In the event of non-payment of the Fees or expenses due ProductWorld shall retain the rights in the Services for which the amount is outstanding and be relieved of its obligations under this Agreement. ProductWorld’s relationship with the Company is that of an independent contractor, and nothing in this Agreement will be construed to create a joint partnership, joint venture, agency, or employer-employee relationship.
Confidential information shall mean any information disclosed by one party to the other party, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure. Confidential Information shall, however, exclude any information which (i) is/ was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order. The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party or otherwise agreed in writing.
5. Intellectual Property Rights
The Customer shall own all right, title and interest in and to the Deliverables. The rights, title and interest in and to the Deliverables shall be granted to the Customer only upon receipt of full payment by ProductWorld. To the extent that the Deliverables incorporates ProductWorld’s pre-existing intellectual property, and such ProductWorld Pre-Existing IP is required for the proper functioning of the Deliverables ProductWorld grants to the Customer a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such Pre-Existing IP solely along with the Deliverables.
Either party may terminate the Agreement upon sixty (60) days’ notice to the other party. Either party may terminate this Agreement immediately if the other party breaches the terms of this Agreement and the breach remain uncured for 30 days from the date of receipt of the notice. In case of termination, ProductWorld shall be paid for the Services provided on a pro-rata basis.
7. Limitation of Liability
The total liability of the parties under this Agreement (whether in contract, tort (including negligence)) shall not exceed the fees paid to ProductWorld. The parties disclaim any indirect, special, consequential or incidental damages or loss of revenue or business profits, however caused, even if advised of the possibility of such damages. The foregoing limitations of liability will apply notwithstanding the failure of essential purpose of any limited remedy herein.
8. Non-Hire and Non-Solicitation
During the term of this Agreement and for one (1) year thereafter, neither party will directly or indirectly recruit, solicit or induce any personnel, Consultant or advisor of the other party to terminate his or her relationship with such other party without the prior written permission of the other party.
9. Force Majeure
Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, an act of Nature or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. This provision shall not be construed as relieving either party from its obligation to pay any sum due to the other party.
10. Governing Law
The Agreement is governed in all respects by the laws of Ireland.