Terms and Conditions

The Service and information provided on the Site are 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 which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

Collection and use of personal information via the Site is governed by the www.deductive.ai Privacy Policy, available at https://www.deductive.ai/privacy-policy.

Certain Definitions

1. “Authorized User(s)” means Customer users who receive a user ID or other access credentials enabling them to access the Service.
2. “Customer Data” means data and other information provided or otherwise made available to Company by or on behalf of Customer, or accessed, collected, derived, or otherwise obtained by Company through Customer’s use of the Service.
3. “Laws” means any law, regulation, rule, requirement, or other binding restriction of or by any governmental authority applicable to a party’s performance under this Agreement.
4. “Order” means a written or electronic order agreed by both Customer and Company under this Agreement setting forth the subscription details and fees to be paid for access to the Service.
5. “Service” means Company’s proprietary analytics platform and all applications, algorithms, computer programs, and related documentation, offered as a cloud-based software-as-a service solution, or offered on premises, in each case as specified in the Order.
6. “Subscription Term” is the term stated in the Order.
7. “Usage Data” means performance, analytical or usage data relating to access to, use of, or interaction with the Service. Usage Data will not include any Customer Data.

Rights and Licenses

1. License Grants. Subject to the terms and conditions of this Agreement, Company hereby grants Customer, during the Subscription Term, a nonexclusive, nontransferable, non-sublicensable, limited license to allow Authorized Users to access and use the Site and Service for Customer’s own internal business purposes. Customer shall be responsible for all acts and omissions of Authorized Users, including any act or omission by an Authorized User which constitute a breach of this Agreement.
2. Ownership. The Service, Site and Usage Data will remain owned solely and exclusively by Company and its suppliers and Company hereby reserves all rights not expressly granted herein. Company may use the Usage Data for any lawful business purpose, including monitoring, analyzing, benchmarking, and developing, improving and supporting its products and services, provided that Company will not disclose Usage Data externally, including in benchmarks or reports, unless such Usage Data has been (a) de-identified so that it does not individually identify Customer or any other person and (b) aggregated with usage data from other users of the Service.
3. License Restrictions. Customer will not, and will not permit any third party to: (i) use the Service except to the extent permitted herein; (ii) modify or create any derivative work of any part of the Service; (iii) permit other third parties to use the Service other than Authorized Users acting on Customer’s behalf; (iv) disassemble, decompile, or reverse engineer the Service or otherwise attempt to gain access to the source code to the Service (or the underlying ideas, algorithms, structure or organization of the object code in the Service), except to the extent expressly permitted by applicable law; (v) market, sell, license, sublicense, distribute, publish, display, reproduce, rent, lease, loan, assign or otherwise transfer to a third party the Service or any copy thereof, in whole or in part; (vi) use the Service for third-party training, commercial time-sharing or service bureau use; (vii) take any action that imposes, or may impose as determined by Company in its sole discretion, an unreasonable or disproportionately large load on our infrastructure; (viii) upload invalid data, viruses, worms, or other software agents through the Service; (ix) use the Service for any commercial solicitation purposes; (x) interfere with the proper working of the Service; or (xi) access any content provided via the Service through any technology or means other than via the Service or access the Site through automated or non-human means (such as a bot, script, or otherwise). Except as expressly provided in this Services, no part of the Site or its content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Company’s express prior written permission.

Customer Data

1. Customer represents and warrants that Customer has sufficient rights to provide the Customer Data to Company in connection with this Agreement, including obtaining any required consent from any person or entity for the collection, use and disclosure of Customer Data. As between the parties, Customer Data will remain owned solely and exclusively by Customer, and Customer is responsible for the accuracy and legality of Customer Data.
2. Customer hereby grants Company and its third-party providers a non-exclusive, limited, royalty-free, non-transferable, non-sublicensable right and license to use the Customer Data during the Subscription Term to administer, maintain and provide the Service and perform its obligations under this Agreement, provided that Company will not disclose Customer Data to third parties other than as needed to perform its obligations hereunder (including to third-party vendors as described in Section 4(a) below). Company will be responsible for the acts and omissions of its service providers such as hosting vendor, including their compliance with this Agreement.

Third Party Services

1. Subcontractors. Company engages third party vendors to perform certain aspects of the Services; for example, the Service uses artificial intelligence powered by certain third party vendors integrated with the Service (“Third Party Software”). To the extent the Service incorporates Open AI as Third Party Software, Customer agrees to abide by Open API’s Usage Policies https://openai.com/policies/usage-policies/ and Terms of Service https://openai.com/policies/terms-of-use/. Customer Data is shared with third party vendors only as necessary to provide the Service, subject to the restrictions in Section 4(c). Customer has the right to elect to use Customer’s own license key Customer has purchased itself from a supported third-party vendor. Notwithstanding anything to the contrary in this Agreement, all such Third Party Software is made available on an “AS IS” and “AS AVAILABLE” basis without warranty or indemnity of any kind.
2. Third-Party Integrations. Without limiting the generality of subsection (a) above, to provide the Service to Customer, Customer must facilitate Company’s access to certain Customer Data from supported third party sources, as directed by Customer, and Customer hereby authorizes Company to procure such Customer Data from such third-party sources. To the extent that the parties are subject to any terms and conditions regarding the procurement of such Customer Data, including without limitation any application programming interface terms of service or similar agreement, the parties agree that they will comply with such terms and conditions. The Service connects to these third-party data sources to procure Customer Data.;
3. Use of Customer Data. Customer Data (including data procured via third-party sources as described in Section 4(b) above): (i) will not be used by Company or third party sources to train machine learning models for the benefit of third parties or for any purpose other than to deliver the Service to Customer; and (ii) will not be stored longer than needed to provide the Service. For purposes of clarity, Company may use Customer Data (with or without the support of third-party vendors) to train machine learning models for Customer’s benefit.

Termination

1. Termination. Either party may terminate this Agreement for material breach by the other party upon thirty (30) days prior written notice if the breach has not been cured within such 30-day notice period.
2. Effect of Termination. Upon termination or expiration of this Agreement, Customer agrees to immediately cease using the Service. Upon request by Company, each party will certify in writing to Customer’s compliance with this Section 8(c).
3. Survival of Terms. The provisions of Sections 1, 2, 3(a), 4, 5(c), and 7 through 14 (inclusive) will survive any termination or expiration of this Agreement.

Fees

Customer shall pay the fees set forth on the Order (the “Fees”), which shall be invoiced in accordance with the Order. Customer shall pay each invoice issued hereunder within thirty (30) days of the invoice date via a payment method mutually agreed-upon by the parties. All payments must be made in U.S. dollars in immediately available funds and are non-refundable. All amounts not paid when due shall bear interest at the rate of one percent (1.0%) per month or the maximum rate legally permissible, whichever is less. The Fees are exclusive of, and Customer shall pay, any sales, use, and other taxes and similar charges based on or arising from this Agreement or from Customer’s access to and use of the Service (other than taxes based on Company’s net income). If Company is legally required to pay any such taxes or similar charges to any governmental authority, Company will itemize such taxes in an invoice to Customer and Customer will reimburse Company therefor.

Feedback

If Customer provides Company with any suggestions, ideas, feedback, error identifications or other information related to the Service or Customer’s use of the Service (“Feedback”), Customer hereby assigns to Company all right, title and interest in and to all Feedback, including all intellectual property rights therein, and agrees to assist Company in perfecting such rights and obtaining assignments of such rights from all individuals involved in generating the Feedback.

Confidentiality

1. Definition. “Confidential Information” means any nonpublic information disclosed by either party pursuant to this Agreement that (i) is in written, graphic, machine readable or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature, or in the case of oral or visual disclosure is identified as confidential at the time of disclosure and reduced to tangible form, marked as confidential, and provided to the receiving party within a reasonable time not to exceed thirty (30) days, (ii) under the circumstances would be considered to be confidential by a reasonable person given the nature of the information or the circumstances of its disclosure; or (iii) both (i) and (ii). Confidential Information includes, without limitation, information related to: research, product plans, products, developments, inventions, processes, designs, markets, business plans, agreements with third parties, services, customers, marketing or finances, the content or existence of any negotiations, data, and pricing. Without limiting the generality of the foregoing, Company’s Confidential Information includes the Service, Feedback, Usage Data and Customer’s Confidential Information includes Customer Data.‍
2. Duty. Each party will treat as confidential all Confidential Information of the other, will not use such Confidential Information except as required to provide the Service. The receiving party will use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the disclosing party’s Confidential Information, but in no event less than reasonable care. The receiving party will not disclose Confidential Information except to its employees, agents and contractors having a need to know to perform the receiving party’s obligations hereunder. The receiving party will promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. Notwithstanding the foregoing, the obligations set forth in this Section will not apply with respect to any information to the extent that it is: (i) already in the possession of the receiving party prior to the first disclosure hereunder as shown by records or files; (ii) is already part of the public knowledge or becomes part of the public knowledge after the time of disclosure other than as a result of any improper action by the receiving party; (iii) is approved in writing by the disclosing party; (iv) is required to be disclosed by applicable legal authority provided that, if practicable, adequate notice and assistance is given by the receiving party to the disclosing party for the purpose of enabling the disclosing party to prevent and/or limit the disclosure; or (v) is independently developed by either party without use of the Confidential Information from the other party.‍
3. Return of Materials. In the event of any termination or expiration of this Agreement, each party will either return or, at the disclosing party’s request, destroy the Confidential Information of the other party; provided however, that Company may retain copies of the Customer Confidential Information for routine backup and archival purposes.

Security

Company uses commercially reasonable administrative physical, managerial, and technical safeguards designed to protect the integrity, confidentiality, and security of Customer Data. However, Company cannot guarantee that unauthorized third parties will never be able to defeat its security measures or use Customer Data for improper purposes. If an unauthorized party gains access to or has disclosed Customer Data (“Security Incident”), Company will promptly notify Customer. Except to the extent directly caused by Company’s breach of this Section 9, Company shall not be responsible for any such unauthorized access. Additionally, in no event shall any such unauthorized access constitute a breach by Company of its confidentiality obligations under Section 8 (Confidentiality).

Warranties

Each party represents and warrants to the other party that: (a) such party has full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (d) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter of this Agreement that are not expressly provided for in this Agreement.

Disclaimers

Customer and Company agree that the Service and the Site (including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site) are provided “AS IS” and on an “AS AVAILABLE” basis, and Company makes no warranty as to the Service or the Site. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE RELATED TO THE SERVICE, THEIR USE OR ANY INABILITY TO USE THEM, THE RESULTS OF USE, AND THIS AGREEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN

Indemnification

1. Indemnification of Company. Company agrees to defend, indemnify and hold harmless Customer from and against all third-party claims and actions (collectively, “Claims” and individually, a “Claim”), that may, at any time, arise out of or relate to a Claim that the Services provided by Company hereunder infringe any patent, copyright or trademark or misappropriate any trade secret, and associated damages, settlements, judgments and awards and costs of litigation (including reasonable attorneys’ fees) (excluding any Claims that rely upon or would not arise but for the use or combination with Customer Data). ‍
2. Indemnification of Customer. Customer agrees to defend, indemnify and hold harmless Company from and against all Claims, that may, at any time, arise out of or relate to Customer Data and Company’s use thereof as permitted by this Agreement, and associated damages, settlements, judgments and awards and costs of litigation (including reasonable attorneys’ fees).
3. Indemnification Procedures. If any third party makes a Claim covered by Section 12(a) or 12(b) against an indemnitee with respect to which the Indemnified Party intends to seek indemnification under this Agreement, the Indemnified Party shall give prompt written notice of the Claim to the indemnifying Party, including a brief description of the amount and basis for the claim, if known. Upon receiving such notice, the indemnifying Party shall be obligated to defend the Indemnified Party against the Claim and shall be entitled to assume control of the defense and settlement of the Claim. The Indemnified Party may participate in the defense of the Claim at its own expense, using its own counsel, but without any right of control. The indemnifying Party shall keep the Indemnified Party apprised as to the status of the Claim. Neither the indemnifying party nor any Indemnified Party shall be liable for any settlement of a Claim made without its consent. Notwithstanding the foregoing, the Indemnified Party shall retain responsibility for all aspects of the Claim that are not subject to indemnification by the other Party hereunder.

Limitation of Liability

IN NO EVENT WILL COMPANY OR CUSTOMER BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL AND INDIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE THE SERVICE, EVEN IF COMPANY OR CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT IT WILL HAVE THE SOLE RESPONSIBILITY FOR PROTECTING ITS DATA, BY PERIODIC BACKUP OR OTHERWISE, USED IN CONNECTION WITH THE SERVICE. IN NO EVENT WILL COMPANY’S OR CUSTOMER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID OR OWED TO COMPANY DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO (A) A BREACH OF SECTION 2(B), (B) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, OR (C) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.

Other Provisions

1. Modifications. Company may make changes or modifications to this Services Agreement at any time and for any reason. Where possible, Company will notify Customer of such modifications via email. If Customer has not provided a valid email contact or has not consented to be contacted via email, then such notification will not be possible. In such case, Customer’s continued use of the Site or the Services after Company posts modifications will constitute Customer’s consent to such modifications.‍
2. No Assignment. Neither party assign this Agreement, in whole or in part, without the other party’s prior written consent. Notwithstanding the foregoing, either party may assign this Agreement to a successor in interest in connection with the sale of the business to which this Agreement relates, including a sale of assets, sale of stock or other similar transaction. Any purported assignment without such prior written consent will be null and void and of no force or effect.‍
3. Successors and Assigns. Subject to the provisions of Section 14(b), the terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.‍
4. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto will be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. The parties hereby agree that all disputes arising out of this Agreement will be subject to the exclusive jurisdiction of and venue in the federal and state courts within San Mateo County, California. Customer hereby consents to the personal and exclusive jurisdiction and venue of these courts.‍
5. Counterparts. This Agreement and/or the Order may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument.‍
6. Notices. All notices permitted or required under this Agreement will be in writing and will be delivered in person, emailed or mailed by first class, registered or certified mail, postage prepaid, or by any nationally reputable overnight courier able to provide a receipt of delivery, to the address of the party specified in this Order or such other address as either party may specify in writing. Such notice will be deemed to have been given upon receipt.‍
7. Export Law Assurances. Customer understands that the Service are or may be subject to export control laws and regulations. Customer may not download, access or otherwise export or re-export the Service or underlying technology except in full compliance with all US and other applicable laws and regulations.‍
8. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision will be excluded from this Agreement, (ii) the balance of the Agreement will be interpreted as if such provision were so excluded and (iii) the balance of the Agreement will be enforceable in accordance with its terms.‍
9. Entire Agreement. This Agreement and the Order is the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior negotiations and drafts of the parties regarding the transactions contemplated herein. ‍
10. Independent Contractor. Neither party will, for any purpose, be deemed to be an agent of the other party and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

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