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No More Seat Costs: Semaphore Plans Just Got Better!

Semaphore

Terms of Service

Semaphore On-Premise

Semaphore Cloud

Last updated: June 24, 2022

Read carefully the following On-premises Semaphore Terms of Service (the “Terms of Service”), which contain the exclusive terms and conditions between Rendered Text, a Serbian enterprise, with registered seat address at Svetozara Miletića 10, Novi Sad, Republic of Serbia (hereinafter referred to as: “Semaphore”), and you (together with the business or other entity you represent, if any, and on behalf of which you are accessing or using the Services, hereinafter: the “Customer”), regarding the provision and use of the Services (as defined below) offered by Semaphore.

You represent and warrant to Semaphore that you have full legal authority to accept these Terms of Service and that you are not banned from using the Services under the laws of any country. Whereby, if you are accepting and entering into these Terms of Service on behalf of your employer or another entity, you hereby explicitly represent and warrant that you have the full legal authority to bind your employer or such other entity to these Terms of Service.

Where you sign up for any of the Services using an e-mail address from your employer or another entity then you shall be deemed to represent such party and any acceptance of these Terms of Service (in line with their provisions) will bind your employer or such other entity that you represent.

1. Acceptance of terms

Semaphore offers a variety of software products, such as software testing tools, application program interfaces (APIs) and business software, available to the Customers on-premises, including the Semaphore CI/CD runner, a platform which is downloaded, installed, and used on computer servers of the Customer in Customer’s own environment (collectively, “Services”, and each individual service, a “Service”).

For services offered by Semaphore at the https://semaphoreci.com website (the “Site”) or through hybrid hosting, please refer to the Terms of Service for these particular products of Semaphore, available elsewhere at the Site.

The Terms of Service are in addition to (not in lieu of) any other agreement (whether in writing or clickwrap) that you enter into with Semaphore (now or in the future) regarding any of the Services (the “Primary Agreement”). If there is any conflict or inconsistency between any provision of the Terms of Service and any Primary Agreement, the provision of the Primary Agreement shall prevail.

If you do not agree to all of the Terms of Service, or if YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, then do not access or use the Site or any of the Services. COMPLETING THE REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ANY ASPECT OF THE SITE OR SERVICES WILL CONSTITUTE ACCEPTANCE AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF SERVICE, WITHOUT MODIFICATION.

2. Changes

Semaphore reserves the right, at its sole discretion, to modify or replace the Terms of Service (including any Policy), in whole or in part, at any time. Semaphore will use reasonable efforts to notify the Customer in advance of the effective date of any material change. Change notices may be communicated by postings at the Site and/or by electronic mail. In any case, the Customer should periodically check the Terms of Service for changes. Continued use of the Site or any of the Services following notice of any change constitutes Customer’s acceptance of that change. The Terms of Service may not be amended otherwise (i.e. other than in the manner provided by this provision), except by a written agreement executed by the Customer and Semaphore.

3. Eligibility

The Services are available only to users that can form legally binding contracts under applicable law (and in the case of individuals, who are at least 18 years old). Otherwise, Customer is prohibited from accessing, registering for or otherwise using any of the Services. If applicable, any employee of a Customer shall be deemed to be acting on behalf of the Customer at all times.

Semaphore may refuse to offer or continue offering the Services to any person or entity and may change its eligibility criteria from time to time.

4. Registration

To sign up for the Services, Customer must register for an account on the Services (an “Account”).

To register, Customer must provide Semaphore with current, complete and accurate information, as more specifically required by the then current registration procedures. By way of illustration and not limitation, Customer may be required to specify a username, and to provide the name of an individual contact, company name, address, zip code, legitimate electronic mail address and certain additional information. In order to obtain the Services, Customer will be required to provide valid credit card account information for billing purposes. Customer shall maintain and update its Account from time to time, to ensure that it is always current, complete and accurate.

Upon acceptance of the registration application, Semaphore will provide access credentials to the Customer, so that the Customer will be able to download the Services from a secure, password-protected website. Semaphore shall use reasonable commercial efforts to assist the Customer with the installation and set-up of the applicable Service electronically or via telephone. Customer is solely responsible for maintaining the confidentiality of its access credentials and other account information, and will be solely liable for any and all activities under its account. Customer shall be responsible for keeping all account information up-to-date. Customer shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than the Customer without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. Customer is solely responsible for the activity that occurs on Customer’s Account, regardless of whether the activities are undertaken by the Customer, Customer’s employees or a third party (including Customer’s contractors or agents). Customer may never use another person’s user account or registration information for the Services without permission. Customer must notify Semaphore immediately of any change in Customer’s eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of Customer’s Account. Customer should never publish, distribute or post login information for his or her Account. Customer shall have the ability to delete his or her Account, either directly or through a request made to one of Semaphore’s employees or affiliates. Semaphore will not be liable for any loss or damage as a result of Customer’s failure to provide Semaphore with accurate information or to keep his or her Account secure.

5. Services

Definitions. The following terms have the indicated meanings: Analytics means statistics, metrics and other analyses that are based on or derived from the Services, which are developed in the aggregate with other data or results or in a manner that does not disclose Customer’s identity or source code; Documentation means any user instructions, help information and other documentation regarding the Services that are provided by Semaphore to Customer in electronic or other form; Platform means the technology platform developed and/or used by Semaphore in providing the Services (including all related ideas, concepts, systems, hardware, software, interfaces, tools, utilities, content, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information); Software means all software, scripts and HTML or similar codes, if any, that are provided by Semaphore to Customer and intended by Semaphore for Customer’s use in accessing and/or controlling the Services; Effective Date means either (a) the date when the Customer first obtains access to the Services, or (b) the date specified as Effective Date in the Primary Agreement; User means an individual who is authorized by the Customer to use the Services, subject to these Terms of Service (for example, Users may include, Customer’s employees, consultants or contractors).

License. Subject to all terms and conditions set out by these Terms of Service, Semaphore grants Customer (without the right to sublicense) a nonexclusive, nontransferable right and a license to (a) access and use the Services, but solely for Customer’s internal business purposes, and to (b) use the Services (in executable format) and Documentation, solely in connection with and for the purposes of the Customer’s authorized access and use of the Services.

For the avoidance of doubt, Semaphore grants this license for access and use of the Services to the Customer solely for use by the agreed number of Users, i.e. the number of Users for which the fees for the Service(s) are paid in line with these Terms of Service. Each User under the license shall have a unique user account, as managed and maintained by the Customer. Customer shall be responsible for safeguarding the security of each user account under the license. Multiple Users may not use the same user account. Customer may reassign a user account from one User to a new User. When Customer reassigns a User account from one User to another, Customer shall block the former User’s user account.

Customer may make a reasonable number of copies of the Software and Documentation only for inactive backup purposes. Customer’s access and use of the Services and Software shall comply with all other conditions set forth herein, at the Site (to the extent they are applicable to the Services obtained by the Customer) or in Customer’s order for the Services (such as, for example, any requirements regarding data formats, number of users, size limits, time limits or prohibited uses), as well as the mandatory provisions of the applicable laws.

Systems. At its sole cost and expense, Customer is responsible for providing all (a) modems, servers, devices, storage, software, databases, network and communications equipment and ancillary services needed to connect to, access or otherwise use the Services from Customer’s facility and (b) corresponding backup, recovery, network security and maintenance services (collectively, “Customer Systems”). Customer shall ensure that Customer Systems are compatible with the Services and comply with all configurations and specifications described at the Site, the Primary Agreement or in the Documentation. The Customer represents and warrants that the Services may not work on all Customer Systems, and that Semaphore will not be liable to remedy or compensate such cases. The Customer represents and warrants that it owns rights or holds a license to any Customer Systems on which the Services are installed, and that it is solely responsible for the configuration, security, and maintenance of such Customer Systems.

Limitations. Bearing in mind that the Services are completely dependent on the environment in which the Customer stores or uses the Services, Semaphore will not be responsible or liable for continuous making available of the Services with the Customer, nor any failure in the Services regardless of its cause, to the maximum extent permitted under applicable laws.

Support. Subject to the conditions of the Support Service Level Agreement, Semaphore will use commercially reasonable efforts to provide Customer with technical support and updates for the Services in accordance with its standard practices and the Support Service Level Agreement. Semaphore has no obligation to support any version other than the then current version. Customer agrees that Semaphore may charge in accordance with its then current policies and the Support Service Level Agreement (if applicable) for any support service resulting from problems, errors or inquiries related to the Customer Data or Customer Systems

6. Content

For purposes of these Terms of Service, the term Content includes, without limitation, information, data, text, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible through the Services. Semaphore does not guarantee that any Content Customer accesses on or through the Services is or will continue to be accurate.

The Services may contain Content specifically provided by Semaphore, its partners or its users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Customer shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

Subject to these Terms of Service, Semaphore grants each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from Semaphore. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

Some Content will be marked on the Service as “Creative Commons Content”. Creative Commons Content will be identified with a Creative Commons icon. Semaphore hereby grants each user of the Services a license to Creative Commons Content under the Creative Commons CC BY-NC-SA 4.0 International license, available at the Creative Commons License website. You agree to abide by the terms of the Creative Commons License when using Creative Commons Content.

7. Security

Semaphore’s current Security Policy is available at https://semaphoreci.com/security.

8. Privacy

Semaphore’s current Privacy Policy is available at https://semaphoreci.com/privacy. Semaphore will not intentionally disclose, distribute, transmit or use any information received from the Customer except (a) as reasonably necessary for Semaphore (or its contractors) to provide the Software, (b) as authorized by the Customer or otherwise expressly permitted under the Terms of Service, or (c) as required by court order, law or regulation, or if Semaphore reasonably believes that such action is necessary to conform or comply with any legal, regulatory, law enforcement or similar requirement or investigation, to protect or defend the rights or property of Semaphore or any third party or to enforce the Terms of Service or any Primary Agreement.

Unless agreed otherwise, Customer consents to inclusion of its name and logos in customer lists that may be published as part of Semaphore’s marketing and promotional efforts.

9. Fees

Except as expressly provided below, Semaphore and Customer are each solely responsible for its own costs and expenses related to the Services.

At prices agreed mutually by Semaphore and the Customer, Semaphore charges fees for accessing and using the Services, which are subject to change in Semaphore’s sole discretion. Price changes for Customers using the Services will be made known to the Customer in accordance with Section 2. If Customer elects to access or use the Services, Customer agrees to pay all applicable fees resulting from all use of that Service under its account, in the amounts, at the times and subject to any specified conditions. Such fees may be specified as being payable in advance or in arrears; fees may be fixed, contingent or variable (e.g., depending on usage factors); and fees may be specified on a recurring basis (e.g., subscription fees and/or usage fees, which may be payable monthly, quarterly or annually). Usually, we offer a one or two year license for our Services, paid in advance and calculated per User, nevertheless, this approach may change from time to time to the discretion of Semaphore.

Unless specified otherwise, all amounts due hereunder shall be paid upon order in US dollars, in immediately available funds by credit card account, in full without set-off, counterclaim or deduction. If any payment is past due, Semaphore shall have the right to take whatever action it deems appropriate (including without limitation, suspending or terminating Customer’s account or its access and use of the Services). Customer agrees to reimburse Semaphore for all reasonable costs (including attorneys’ fees) incurred in collecting payments. All payments to Semaphore are exclusive of state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Customer agrees to bear and be liable for the payment of all such charges (excluding taxes based upon the Semaphore’s net income). All payments paid or payable to Semaphore are non-refundable, non-cancelable and non-creditable.

10. Customer Support

The Service is provided to Customer only for its internal business purposes. Any unauthorized use of the Service is expressly prohibited (including without limitation, accessing any Service for which the Customer is not authorized, or any use not expressly permitted in the Terms of Service, such as, for example, reselling the Services). Customer is solely responsible for all acts or omissions that occur under its account or username, including the provision of Customer Data to Semaphore.

Reproducing, copying or distributing any content, materials or design elements from the Site or comprising the Services for any purpose is strictly prohibited without Semaphore’s express prior written permission.

As a condition of use, Customer agrees that it will not use the Services for any purpose that is illegal or prohibited by the Terms of Service or any Primary Agreement, or any other purpose not reasonably intended by Semaphore. In connection with using the Services, Customer agrees to abide by all applicable local, state, national and international laws, regulations and rules.

Without limiting the foregoing, Customer agrees not to access or use any Service or take any action that, in any manner:

  • Infringes any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any party;
  • Imposes an unreasonable or disproportionately large load on Semaphore’s computing, storage or communications infrastructure, or attempts to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or otherwise;
  • Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of Semaphore or other third party;
  • Creates accounts by any automated means or under false or misleading pretenses;
  • Harvests, scrapes or collects any information from the Site or which was made available through the Services; or
  • Uses any script, bot or other automated means that only simulates compliance with the Terms of Service or other requirement applicable to the Services.

In addition, Customer agrees that it will not transmit, distribute, post, store, link, or otherwise traffic in Content, information, software, or materials on or through the Service that:

  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, contains or depicts pornography that is unlawful, or is otherwise inappropriate as determined by Semaphore in its sole discretion;
  • Customer knows is false, misleading, untruthful or inaccurate;
  • Constitutes unauthorized or unsolicited advertising;
  • Impersonates any person or entity, including any of Semaphore’s employees or representatives; or
  • Includes anyone’s identification documents or sensitive financial information.
  • Semaphore may, at its sole discretion, immediately suspend or terminate any Customer’s account or access to the Services should its conduct fail (or appear to fail) to strictly conform to any provision above.

11. Proprietary rights and confidentiality undertakings

Semaphore. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Semaphore (and its licensors) shall own retain all rights, title and interests (including all patent rights, copyright rights, trade secret rights, trademark rights and other intellectual property and proprietary rights) in and to the Site, Services, Platform, Software, Documentation and Analytics.

Restrictions. Customer shall not, directly or indirectly (a) use the Services or any Software or other information gained from the Site, or gained through the access or use of the Services, to create any software, platform or documentation that is similar to any of the Software, Platform or Documentation or for any other purpose other than for the access to and use of the Site and the Services, (b) attempt to access any Platform component or to disassemble, decompile, reverse engineer or otherwise discover any source code or underlying organization, structures, ideas or algorithms of the Platform or (except and only to the extent these restrictions are expressly prohibited by applicable statutory law) the Software, (c) encumber, sublicense, distribute, transfer, rent, lease, lend or use the Software in any time-share or service bureau arrangement, (d) copy, adapt, combine, create derivative works of, translate, localize, port or otherwise modify any Software or Documentation, (e) use the Software, or allow the transfer, transmission, export or re-export of all or any part of the Software or any product thereof, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction or (f) permit any third party to do any of the foregoing.

General Learning. Customer agrees that Semaphore is free to use and disclose the Analytics and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the provided Services (including without limitation, that which it could have acquired performing the same or similar services for another customer).

Confidential Information. Confidential Information means any and all information provided by Semaphore, including persons acting on its behalf, to the Customer, as well as all other information otherwise obtained (learned) by the Customer during and in relation to the performance of these Terms of Service and/or the Primary Agreement, and/or related to the Site, Software, Platform, Documentation or Services, including, without limitation, algorithms, APIs, rules and formulae, software, source code, copyright, techniques, sketches, drawings, models, know-how, registered and unregistered designs, business plans, financial information, business names, domain names, inventions, trademarks, trade secrets and proprietary information, apparatus, equipment, information relating to past, present, future or proposed products and services of Semaphore, such as information concerning research and development work, design details, customer lists, business forecasts, sales and marketing plans, and all such other information which may be revealed to the Customer for the purpose(s) described in these Terms of Service or the Primary Agreement, in any form (whether disclosed orally, in hard copy, electronic, or otherwise), and regardless of the fact whether the information has been marked as confidential or not. For the avoidance of doubt, any information provided prior to the effective date of these Terms of Services and/or the Primary Agreement for the same purposes, shall be, as well, deemed as confidential.

The Customer shall not disclose or make available in any other manner to any third party any Confidential Information, during the term of these Terms of Services, the Primary Agreement and indefinitely after their termination. The Customer also agrees to use such information only for the purpose and to the extent necessary to exercise its rights and perform its obligations under or in connection with these Terms of Service and/or the Primary Agreement. Obligations of confidentiality from this Section 12 do not apply to information which was already made public before their disclosure to the Customer, as well as to information that must be published in line with the applicable law.

The Customer is obliged to immediately return, upon first call of Semaphore, any documentation received from Semaphore, or at the option of Semaphore to destroy such documentation, including any copies and related notes. This obligation shall be deemed fulfilled only if a written certificate of return or destruction of all the documentation has been made by the Customer and delivered to Semaphore, unless otherwise agreed in writing.

The Customer shall ensure that any person, acting on its behalf in performance of these Terms of Service and/or the Primary Agreement, undertakes the confidentiality obligations in line with this Section 12, including, where necessary, by ensuring that a separate non-disclosure agreement is entered with such person.

12. Publicity

Each Customer is permitted to state publicly that such Customer is a Customer of the Services. Each Customer agrees that Semaphore may include such Customer’s name and trademarks in a list of Semaphore customers, online or in promotional materials. Each Customer also agrees that Semaphore may verbally reference such Customer as a Customer of the Services. Customer may opt out of the provisions in this section by e-mailing a request to support@semaphoreci.com.

13. Term and termination

These Terms of Service shall begin to apply on the Effective Date and continue in effect until terminated. Subject to conditions from Sections 4 and 5 of these Terms of Service, the license to use the Services shall last for the period for which the fees, defined by Semaphore and the Customer mutually, have been orderly paid, starting from the Effective Date (Initial Term). Upon expiration of the Initial Term, the Services shall automatically renew for a subsequent renewal term of equal length to the then-current Initial Term (each a Renewal Term) unless (i) otherwise set forth in the Primary Agreement; (ii) the Primary Agreement or these Terms of Service are terminated; or (iii) if Semaphore or the Customer provide notice of non-renewal no less than sixty (60) days prior to the end of the then-current term (in written or electronic form).

Customer may stop accessing and using the Services, at any time, with or without cause, with or without notice, effective immediately and without right to reimbursement of fees paid under the Primary Agreement or these Terms of Service, including for the proportion of the period in which the Customer did not use the Services but has paid appropriate fees for. Customer may terminate its registration and account at any time by sending an email to billing@semaphoreci.com that includes Customer’s electronic mail address and username.

Upon any termination, all rights and obligations of the parties shall cease, and Customer shall immediately cease using the Service, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of the Terms of Service shall survive and (b) the provisions of Sections 8, 11 – 20 shall survive. After termination or any continuous 6-month period of inactivity, Semaphore has no obligation to maintain any content in Customer’s account or to forward any unread or unsent messages to Customer or any other User or third party.

14. Disclaimer of all warranties

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE SITE AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS AND IN ACCORDANCE WITH THE PRIMARY AGREEMENT. SEMAPHORE AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (C) ANY RESULT OR OUTCOME CAN BE ACHIEVED.

15. Limitations of liability

Customer agrees that Semaphore shall not be responsible or liable for any unauthorized access, alteration or use of Customer’s account, transmissions or data, whether accomplished via the Software or Customer Systems or otherwise through use of the Services.

IN NO EVENT SHALL, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, SEMAPHORE (OR ITS AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER related to the SITE OR SERVICES, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), for any (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY of data, loss or interruption OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGIES, GOODS or SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) damages, IN THE AGGREGATE, in excess of Amounts PAID TO SEMAPHORE BY CUSTOMER DURING THE PRIOR 3-MONTH PERIOD, OR US$50.00, WHICHEVER IS GREATER, EVEN IF SEMAPHORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

16. Indemnification

Customer agrees to (a) defend Semaphore and its affiliates, licensors and suppliers, and their employees, contractors, officers, directors and representatives against any action or suit by a third party that arises out of any transaction or other dealings with any other user or other third party in which Customer is involved, Customer’s use or misuse of the Service, or Customer’s breach of any of its representations, warranties or covenants under the Terms of Service or Primary Agreement and (b) indemnify the indemnitees for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded and arising out of any such claim.

Semaphore reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which case Customer will provide Semaphore with all reasonable information, cooperation and assistance to defend, compromise or settle the claim. To the extent it is not possible under applicable law for Semaphore to formally exclusively assume defense from the Customer in the respective proceedings, the Customer agrees to undertake any action which would ensure that Semaphore assumes and controls the defense in practice by following any and all instructions provided by Semaphore (or persons authorized by it) in the defense of claims (including the instruction on which legal counsel to choose), as well as to undertake any action that might be necessary in order for Semaphore to participate in the respective proceedings (to the extent possible).

17. International use

Semaphore makes no representation that the Site or Services are appropriate or legally available for use in locations outside Serbia and the United States, and accessing and using the Service is prohibited from territories where doing so would be illegal. Accessing or using the Services from other locations may be done at Customer’s own initiative and Customer will be responsible for compliance with all local laws.

Customer expressly consents to Semaphore’s processing of personal information in accordance with the Terms of Service and Privacy Policy. Customer understands and agrees that its personal information may be stored, processed and transferred in the country where it was collected and in Serbia, and that Serbian laws regarding the collection, storage, processing and transfer of personal information may be less stringent than the laws where Customer is located. If Customer is a business or other entity, then it agrees that each person who accesses or uses the Site or Services through Customer’s account has given express consent to the collection, storage, processing and transfer of his or her personal information as provided herein, unless such processing of his or her personal information is otherwise allowed under applicable law. For more information on processing of personal data, please refer to our Privacy Policy.

18. Disputes; Choice of law and forum

A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

The Terms of Service shall be governed by and construed in accordance with the laws of Serbia, without regard to its conflicts of law provisions. In the event of any conflict between Serbian and foreign laws, rules and regulations, Serbian laws, rules and regulations shall govern. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to the Terms of Service. Customer expressly agrees that the exclusive jurisdiction for any claim or action arising out of or relating to the Terms of Service or use of the Site or Services shall be filed only in the state or state courts located in Serbia, and Customer further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Customer is not authorized to use the Site or Services in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.

19. General provisions

The Terms of Service (including the Policies, and together with any Primary Agreement) are the entire agreement between Customer and Semaphore with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Semaphore with respect to the Services. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.

Customer’s rights and obligations under the Terms of Service are personal to Customer, and are not assignable, transferable or sublicensable by Customer except with Semaphore’s prior written consent. Semaphore may assign, transfer, subcontract or delegate this Agreement and/or any or all of its rights and obligations hereunder without consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. The failure of either party to enforce its rights under this Agreement at any time or for any period (including without limitation, Semaphore’s failure to enforce any use restriction) will not be construed as a waiver of such rights. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Terms of Service, and neither party has any authority of any kind to bind the other in any respect. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Customer acknowledges that (a) it has read and understands the Terms of Service, (b) the Terms of Service have the same force and effect as a signed agreement, (c) Semaphore requires identification of the Customer before providing any Service or issuing any license and (d) neither the provision of any Service nor issuance of any license constitutes general publication of the Software or any other part of the Platform.

The Terms of Service and all content provided by Semaphore are copyright © Rendered Text and/or its licensors or suppliers.

SEMAPHORE and Rendered Text are trademarks of Semaphore. The names and logos of other companies, products and services mentioned at the Site may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved, to the maximum extent permitted under the applicable law.

21. Reporting violations

Reports of any person who has posted content in violation of Semaphore’s rights or trademarks, or is violating one of the terms and conditions of this Site should be sent by email at support@semaphoreci.com.