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PRIVACY POLICY AND EULA
Privacy Policy for the Mobile App
Updated: April 24, 2024
Welcome to StreetSmart Advantage. Your privacy and trust are critically important to us. This Privacy Policy is designed to inform you about the personal information we collect, why we collect it, and how it is used and protected. By using StreetSmart Advantage, you agree to the collection, use and disclosure of information in accordance with this policy.
Information Collection and Use
We collect several different types of information for various purposes to provide and improve our Service to you.
Personal Information
- Phone Number: We explicitly collect your phone number during the app registration process. This information is used to:
- Verify your identity and facilitate account creation.
- Enhance security and protect against fraud.
- Provide personalized support and communicate important service updates.
- Ensure App functionality.
- Files, docs, photos and videos (optional) may be uploaded during the course of the app usage for the sole purpose of the app functionality.
Location Information
Your precise location may be collected for the sole purpose of the app functionality.
Usage Data
We also collect information on how the Service is accessed and used. This Usage Data may include details such as your device's ID, Internet Protocol address (e.g., IP address), browser type, browser version, our Service pages that you visit, time and date of your visit, time spent on those pages, unique device identifiers, and other diagnostic data.
Use of Data
The information and usage data we collect are used in the following ways:
- For the app and Service functionality.
- To provide, maintain, and improve our Service.
- To communicate with you, including service updates.
- To ensure security and detect fraud.
Phone number, location information, usage data, and other information you may enter through the app, are sent securely through our service at https://bridgeprod.timetrack.xora.com to be processed.
Information collected by the app is used by you in connection with the StreetSmart services which are governed by the Privacy Policy at https://ignitetech.com/about/privacy
Disclosure of Information
The information and usage data may be disclosed:
- To our Affiliates and Service Provider(s);
- To our Customer in connection with your account; and
- In connection with a merger and/or acquisition involving the company or its assets.
Our usage and disclosure of app information shared with the StreetSmart software is also governed by the company’s privacy policy for the software located at https://ignitetech.com/about/privacy
Terms and Conditions
These Terms and Conditions, along with any other terms set out in the
ordering page or user interface through which Customer purchases a
subscription or enables access (“Site”), or an ordering document
(collectively the “Agreement”), set forth the terms and conditions under
which the entity specified in the Site (“Service Provider”) will provide
access to certain proprietary technology to the organization or individual
identified on the Site and agreeing to this Agreement (“Customer”). The
Agreement sets forth the terms and conditions under which Customer may Use
(as defined herein) Service Provider’s technology services indicated on
the Site (“Software”). By clicking "I agree" or similar assent, signing an
order document, or using the Software or Services (as defined below), you
agree to the Agreement as a Customer. If you are agreeing to this
Agreement by an organization, you are agreeing on behalf of that
organization. You must have the authority to bind that organization to
these terms, otherwise you must not sign up.
1 LICENSE GRANT and RIGHT OF USE
1.1 License Grant. Subject to all limitations and restrictions contained
herein, Service Provider grants Customer a subscription, software as
a service (SaaS), nonexclusive and nontransferable right to use the
Software as hosted by Service Provider as described in the Site
(“Use”). During the Term (as defined below), Service Provider grants
Customer a non-exclusive right to access and Use the SaaS
(“Services”). This right also includes the use of Service Provider's
application programming interfaces ("APIs") to integrate the
Services into Customer's online services (each a "Customer
Application"). Customer may also make Customer Applications
available to End Users (as defined below). This right does not
extend to any Third Party Offerings. Customer may only Use the
Software for its own internal business needs and may not use it for
timesharing or service bureau or otherwise operate the Software for
the benefit of any third party or any affiliate of Customer. The
rights granted herein shall terminate automatically upon expiration
of the Subscription Term or any Renewal Term (defined herein). The
Customer is granted a Named User license to Use the Services. This
entitles the Customer to enable Use of the Services by a limited
number of individual End Users, each identified by a unique user id.
"End Users" refers to any individuals who access or use the Services
directly or the Services via Customer Applications. “Third Party
Offerings” refers to any tools, platforms or services rendered by
any person other than the Service Provider.
1.2 Responsibilities for Customer's Account. Customer must provide
accurate and up-to-date account information. Customer is responsible
for all activities that occur under Customer's account, including
the activities of any End User who is provisioned with an account
under the Customer’s account (an “End User Account”) or accesses the
Services through your Customer Application. Customer may not make
account access credentials available to third parties, share
individual login credentials between multiple users on an account,
or resell or lease access to your account or any End User Account.
Customer will promptly notify Service Provider if Customer becomes
aware of any unauthorized access to or use of Customer's account or
Service Provider's Services.
1.3 Restrictions. Customer will not, and will not permit End Users to:
(a) use the Services or Customer Content (as defined below) in a
manner that violates any applicable laws or Service Provider’s
policies including the Acceptable Use Policy annexed hereto (and as
may be set out and updated in the Site or Service Provider’s
website) (“Service Provider Policies”); (b) use the Services or
Customer Content in a manner that infringes, misappropriates, or
otherwise violates any third party’s rights;(c) send Service
Provider any personal information of children under 13 or the
applicable age of digital consent or allow minors to use Service
Provider's Services without consent from their parent or guardian
(d) use Output to develop any artificial intelligence models that
compete with Service Provider's products and services. (e) use any
method to extract data from the Services other than as permitted
through the APIs; or (f) buy, sell, or transfer API keys from, to,
or with a third party.
1.4 Compliance with Laws. Customer agrees to comply with all applicable
trade laws, including, but not limited to, sanctions and export
control laws (“Trade Laws”). The Services provided under this
Agreement may not be used in or for the benefit of, or exported or
re-exported to, (a) any country or territory that is subject to U.S.
embargo or (b) any individual or entity with whom dealings are
prohibited or restricted by Trade Laws. Furthermore, the Services
may not be utilized for any end use that is prohibited by Trade
Laws, and Customer's Input to the Services shall not include any
material or information that requires a government license for
release or export under Trade Laws. Customer agrees to also comply
with all other applicable laws, regulations, and ordinances relating
to its performance under this Agreement. The parties agree that the
Agreement shall not be governed by the United Nations Convention on
the International Sale of Goods or by UCITA, the application of
which is expressly excluded.
1.5 Maintenance. Service Provider shall use commercially reasonable
efforts to provide corrections to reported problems that (i) prevent
the Software from conforming in material respects to its
specifications, and (ii) are replicated and diagnosed by Service
Provider as defects in the Software (“Maintenance and Support
Services”). A response is not a guarantee of a solution to the
reported problem; however, Service Provider will keep Customer
apprised of the resolution closure. Additional features and
functions are not included as part of the maintenance and support
services. Service Provider shall not be obligated to provide
Maintenance and Support Services for any software other than the
generally available Software delivered to Customer pursuant to this
Agreement (collectively the “Unsupported Code”). Any Service
Provider support services related to Unsupported Code shall be
subject to execution of a mutually agreed upon Statement of Work.
2 Content
2.1 Customer Content. Customer and End Users may provide input to the
Services (“Input”), and receive output from the Services based on
the Input (“Output”). Service Provider refers to Input and Output
together as “Customer Content”. As between Customer and Service
Provider, and to the extent permitted by applicable law, Customer
(a) retains all ownership rights in Input and (b) owns all Output.
Service Provider hereby assigns to Customer all its right, title,
and interest, if any, in and to Output.
2.2 Service Provider's Obligations for Customer Content. Service
Provider will only use Customer Content as necessary to provide
Customer with the Services, comply with applicable law, and enforce
Service Provider Policies.
2.3 Customer's Obligations for Customer Content. Customer is responsible
for all Input and represents and warrants that Customer has all
rights, licenses, and permissions required to provide Input to the
Services. Customer is solely responsible for all use of the Outputs
and evaluating the Output for accuracy and appropriateness for
Customer's use case, including by utilizing human review as
appropriate.
2.4 Similarity of Output. Customer acknowledges that due to the nature
of our Services and artificial intelligence generally, Output may
not be unique and other users may receive similar content from our
services. Responses that are requested by and generated for other
users are not considered Customer's Output. Service Provider’s
assignment of Output above does not extend to other users’ output or
any content delivered as part of a Third Party Offering.
3 Payment
3.1 Fees. All payments for the Initial Subscription Term (as defined
below) of the Services shall be made in advance at the time of
subscribing to the Service. The Customer agrees to make payments for
the Services using a credit card or similar payment instrument
issued in the name of an authorized person within the Customer's
organization. The Customer confirms that the individual making the
payment has the necessary authority to use the credit card or other
instrument for such transactions on behalf of the organization. The
Customer shall be solely responsible for any and all charges, fees,
or levies imposed by the credit card issuer or payment processor in
connection with the use of the credit card for payments under this
agreement. This includes, but is not limited to, bank transaction
fees, processing fees, and any other applicable charges. The
Customer acknowledges and agrees that once a payment has been
processed, it cannot be reversed or refunded, regardless of the
circumstances.
3.2 Taxes. The license, service fees, and other amounts required to be
paid hereunder do not include any amount for taxes or levy
(including interest and penalties), which shall be itemized and
charged to the Customer. Customer shall reimburse Service Provider
and hold Service Provider harmless for all sales, use, VAT, excise,
property or other taxes or levies which Service Provider is required
to collect or remit to applicable tax authorities. This provision
does not apply to Service Provider’s income or franchise taxes, or
any taxes for which Customer is exempt, provided Customer has
furnished Service Provider with a valid tax exemption certificate.
4 Security and Privacy
4.1 Security Program. Service Provider shall maintain an information
security program, including the adoption and enforcement of internal
policies and procedures, designed to: (a) protect the Software and
Customer Content against accidental or unlawful loss, access, or
disclosure; (b) identify reasonably foreseeable and internal risks
to security and unauthorized access; and (c) minimize security risks
through regular risk assessments and testing.
4.2 Security Obligations. As part of its information security program,
Service Provider shall: (a) implement and maintain a written
information security program; (b) maintain an incident response and
disaster recovery process; and (c) conduct periodic reviews of its
security measures.
4.3 Personal Data. If Customer uses the Services to process personal
data, Customer must: (a) provide legally adequate privacy notices
and obtain necessary consents for the processing of personal data by
the Services, and (b) process personal data in accordance with
applicable law.
4.4 DPA. Obligations with respect to personally identifiable information
(if any) are set forth in the 'Privacy Addendum' located at
[https://globalprivacyaddendum.trilogy.com](https://t.shortwave.com/links/v1/lHBtnGFwcbuQea0eifntpLo6Snu1sOvovTCnFi9E9ssQM26l14GDjfjKkekrR2p00u3XKUEmI9xweeEy3J41lt1zXFyBV0hgvKt3So8LFSgAPsWOPB6pezNAEv0A412i5yGQw9OFNSF7ZI7iSNO6x7xKU3u0LTxGWcm49Clk5po).
4.5 HIPAA. Customer agrees not to use the Services to create, receive,
maintain, transmit, or otherwise process any information that
includes or constitutes “Protected Health Information” as defined
under the HIPAA Privacy Rule (45 C.F.R. Section 160.103).
5 OWNERSHIP OF SERVICES
5.1 Reservation of Rights. By agreeing to this Agreement, or by using
the Services, Customer irrevocably acknowledges that, subject to the
licenses granted herein, Customer has no ownership interest in the
Software and/or Service Provider materials provided to Customer.
Service Provider shall own all right, title, and interest in such
Software and Service Provider materials, subject to any limitations
associated with intellectual property rights of third parties.
Service Provider reserves all rights not specifically granted
herein.
5.2 Aggregate Data. Service Provider owns and shall continue to own all
right, title and interest in and to all aggregate and statistical
information, benchmarking, comparison, and other analytics or
analyses created or developed by Service Provider from performance
and usage data generated through Customer’s use of the Software
(collectively, “Aggregate Data”). Aggregate Data is de-identified so
that Customer cannot be identified as the source within the
Aggregate Data. Aggregate Data may be used to train artificial
intelligence models.
6 CONFIDENTIALITY
6.1 Definition. “Confidential Information” includes all information
marked pursuant to this Section and disclosed by either party,
before or after the Effective Date, and generally not publicly
known, whether tangible or intangible and in whatever form or medium
provided, as well as any information generated by a party that
contains, reflects, or is derived from such information. The Inputs
from Customer that do not meet the exceptions noted below are
Customer Confidential Information.
6.2 Confidentiality of Software. All Confidential Information in
tangible form shall be marked as “Confidential” or the like or, if
intangible (e.g. orally disclosed), shall be designated as being
confidential at the time of disclosure and shall be confirmed as
such in writing within thirty (30) days of the initial disclosure.
Notwithstanding the foregoing, the following is deemed Service
Provider Confidential Information with or without such marking or
written confirmation: (i) the Software and other related materials
furnished by Service Provider; (ii) the oral and visual information
relating to the Software; and the terms and conditions of this
Agreement.
6.3 Exceptions. Without granting any right or license, the obligations
of the parties hereunder shall not apply to any material or
information that: (i) is or becomes a part of the public domain
through no act or omission by the receiving party; (ii) is
independently developed by the other party without use of the
disclosing party’s Confidential Information; (iii) is rightfully
obtained from a third party without any obligation of
confidentiality; or (iv) is already known by the receiving party
without any obligation of confidentiality prior to obtaining the
Confidential Information from the disclosing party. In addition,
neither party shall be liable for disclosure of Confidential
Information if made in response to a valid order of a court or
authorized agency of government, provided that notice is promptly
given to the disclosing party so that the disclosing party may seek
a protective order and engage in other efforts to minimize the
required disclosure. The parties shall cooperate fully in seeking
such protective order and in engaging in such other efforts.
6.4 Ownership of Confidential Information. Nothing in this Agreement
shall be construed to convey any title or ownership rights to the
Software or other Confidential Information to Customer or to any
patent, copyright, trademark, or trade secret embodied therein, or
to grant any other right, title, or ownership interest to the
Service Provider Confidential Information. Neither party shall, in
whole or in part, sell, lease, license, assign, transfer, or
disclose the Confidential Information to any third party and shall
not copy, reproduce or distribute the Confidential Information
except as expressly permitted in this Agreement. Each party shall
take every reasonable precaution, but no less than those precautions
used to protect its own Confidential Information, to prevent the
theft, disclosure, and the unauthorized copying, reproduction or
distribution of the Confidential Information.
6.5 Non-Disclosure. Each party agrees at all times to keep strictly
confidential all Confidential Information belonging to the other
party. Each party agrees to restrict access to the other party’s
Confidential Information only to those employees or Subcontractors
(as defined below) who (i) require access in the course of their
assigned duties and responsibilities; and (ii) have agreed in
writing to be bound by provisions no less restrictive than those set
forth in this Section.
6.6 Injunctive Relief. Each party acknowledges that any unauthorized
disclosure or use of the Confidential Information would cause the
other party imminent irreparable injury and that such party shall be
entitled to, in addition to any other remedies available at law or
in equity, temporary, preliminary, and permanent injunctive relief
in the event the other party does not fulfill its obligations under
this Section.
6.7 Suggestions/Improvements to Software; Learnings. Notwithstanding
this Section 6, unless otherwise expressly agreed in writing, all
suggestions, solutions, improvements, corrections, and other
contributions provided by Customer regarding the Software or other
Service Provider materials provided to Customer shall be owned by
Service Provider, and Customer hereby agrees to assign any such
rights to Service Provider. Nothing in this Agreement shall preclude
Service Provider from using in any manner or for any purpose it
deems necessary, the know-how, techniques, or procedures acquired or
used by Service Provider in the performance of services hereunder.
7 WARRANTY
7.1 Authorized Representative. Customer and Service Provider warrant
that each has the right to enter into this Agreement and that the
Agreement shall be executed by an authorized representative of each
entity.
7.2 Disclaimer of Warranties. Customer acknowledges and agrees that it
is not relying on any statement or warranty not expressly provided
herein with respect to the Software or maintenance, or other
services provided hereunder. EXCEPT FOR THE WARRANTIES IN THIS
SECTION 7, THE SERVICES ARE PROVIDED “AS IS” AND SERVICE PROVIDER
AND ITS AFFILIATES AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE,
NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT
OF COURSE OF DEALING OR TRADE USAGE. DESPITE ANYTHING TO THE
CONTRARY, SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES
(A) THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR
SECURE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT OUTPUTS WILL BE
ACCURATE, OR (D) WITH RESPECT TO THIRD PARTY OFFERINGS.
7.3 Additional Disclaimers. Without limiting in any way, the breadth of
the above Disclaimer of Warranties, the parties agree as follows.
7.3.1 No Warranty of Accuracy.The Service Provider does not
warrant that the Service will always provide accurate, complete,
reliable, or timely responses. The accuracy, quality, and relevance
of the Service’s responses are dependent on the Input that is
provided by the End Users within the Customer's organization. The
Service Provider makes no representations or warranties that the
Input provided to the Service are correct, sufficient, or
up-to-date, nor does it guarantee that the Service will be able to
answer every query.
7.3.2 Limitations of Service Outputs.The
Service Provider does not accept any responsibility or liability for
any consequences arising from the use of the Outputs and/or its
utilization as part of the Services. The Service’s Outputs are based
on the Input it has been trained on which may be incomplete,
incorrect, or outdated. The Customer acknowledges and agrees that
the Service’s responses are not guaranteed to be free from errors or
omissions, and that the Service’s learning process is an ongoing one
that may take time to improve.
7.3.3 No Guarantee of
Human-Free Interaction.While this is designed to reduce the need for
human intervention over time, the Service Provider does not
guarantee that the Service will always be able to answer all queries
without escalation to an SME of the Customer. The Customer
acknowledges that there may be situations where human input is
required, and such input may be delayed or unavailable due to
factors outside of the Service Provider's control.
7.3.4 No
Liability for Third-Party
[Integrations.Services](https://t.shortwave.com/links/v1/QUB8rpbxm6564uEb4YkqGwXyD1LY29nqD5t38BckgP683g7T-CTa6vfxJrFGQX8WME-84LmfRgqWRN4Nw5Jju4_ZO_QxQzZExY044obMtjHco6RbNkfsjHYS67AcNZf5uAsSikn8PIvp-eUSG75jY5mmva7tVKrWAFNMx6tI4rk)
may integrate with Third Party Offerings. Service Provider does not
accept any liability for issues arising from these Third Party
Offerings, including but not limited to connectivity issues, data
breaches, or errors in third-party services that may affect the
operation of Services. Customer shall at all times comply with the
restrictions, limitations and terms of usage of such Third Party
Offerings. Customer agrees to the terms of any applicable end user
license agreement with the Third Party Offerings necessary for its
use. Notwithstanding any language to the contrary, Customer agrees
that processing of personal data by such Third Party Offerings is
subject to the terms of the data processing addendum with the
third-party service.
8 INDEMNIFICATION
8.1 Indemnification by Service Provider. Service Provider agrees to
defend, indemnify, and hold Customer harmless from and against any
damages or settlement amounts awarded by a court of competent
jurisdiction or agreed to in a settlement, arising out of a
third-party claim alleging that the Services, including any training
data used by Service Provider to train a model that powers the
Services, infringe any third-party intellectual property rights.
This indemnification obligation does not cover claims to the extent
they arise from (a) the integration or use of the Services with any
products, services, or software not provided by Service Provider or
on its behalf, (b) any fine-tuning, customization, or modification
of the Services by any party other than Service Provider, (c) any
Input or training data provided by Customer to Service Provider, (d)
Customer's use of the Output, (e) Customer’s failure to adhere to
the terms of this Agreement, Service Provider Policies, or to
applicable laws, regulations, or industry standards, or (f) Customer
Applications, to the extent the claim would not have arisen but for
such Customer Application. Should Service Provider reasonably
believe the Services are, or may become, the subject of an
infringement claim, Service Provider shall, at its own expense, (x)
secure for Customer the right to continue using the Services under
the terms of this Agreement, (y) replace or modify the Services to
make them non-infringing, or (z) if options (x) and (y) are not
commercially feasible, terminate this Agreement with written notice
to Customer and refund any prepayments for Services not yet
rendered. Customer is required to comply promptly with all
reasonable instructions from Service Provider in relation to the
options provided under sub-sections (x) or (y), including any
instruction to cease use of, replace, or modify any Service
implicated by such a claim.
8.2 Indemnification by Customer. Customer agrees to indemnify, defend,
and hold Service Provider and its affiliates and licensors harmless
against any liabilities, damages, and costs (including reasonable
attorneys’ fees) incurred in connection with any third-party claim
arising out of: (a) Customer's use of the Services in a manner that
violates this Agreement or the applicable Service Provider Policies,
(b) any Customer Applications; (c) Customer's use of the Output, or
(d) any Input provided by Customer.
8.3 Procedure for Indemnification. The party seeking indemnification
must provide the indemnifying party with prompt written notice of
any claim, cooperate reasonably in the defense or investigation of
such claim (including the preservation and provision of relevant
Customer Content), and allow the indemnifying party sole control
over the defense and settlement of the claim. However, the
indemnified party has the right to participate in its defense at its
own cost. The indemnifying party cannot settle or compromise any
claim without the prior written consent of the indemnified party,
which shall not be unreasonably withheld or delayed, except where
the settlement fully absolves the indemnified party of liability,
does not affect the indemnified party’s rights, and does not require
an admission of liability by the indemnified party. THE REMEDIES SET
FORTH IN THIS SECTION 8 CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES
AVAILABLE TO EITHER PARTY FOR ANY THIRD-PARTY CLAIMS OF INFRINGEMENT
OF INTELLECTUAL PROPERTY RIGHTS RELATING TO THE SERVICES OR CUSTOMER
CONTENT.
9 LIMITATION OF LIABILITY
9.1 Liability Cap. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE UNDER
ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON
LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY,
INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES
WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY
CUSTOMER FOR THE SOFTWARE WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX
(6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF
ESSENTIAL PURPOSE OF ANY REMEDY.
9.2 Disclaimer of Damages. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE
FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT
NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS
OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF
ANY REMEDY.
10 TERM AND TERMINATION
10.1 Term and Cancellation. This Agreement is for a month-to-month
subscription service ("Subscription Term"). Customer may cancel the
service at any time by providing notice to Service Provider.
Cancellation will be effective at the end of the current billing
cycle, and Customer will not be eligible for a refund of any fees
already paid. The monthly Fees shall be charged to the Customer's
payment method on file through the designated payment processor.
Customer acknowledges that untimely or incorrectly addressed
cancellation notices shall not be effective for the termination of
this Agreement. Cancellation notices must be sent to the Service
Provider at:
[streetsmart@ignitetech.ai](mailto:streetsmart@ignitetech.ai) or
such other email address provided to Customer by Service Provider
from time to time, in writing.
10.2 Termination by Service Provider. This Agreement and any license
created hereunder may be terminated by Service Provider (i) if
Customer fails to make any payments due hereunder within fifteen
(15) days of the due date; (ii) on thirty (30) days written notice
to Customer if Customer fails to perform any other material
obligation required of it hereunder, and such failure is not cured
within such thirty (30) day period; or (iii) Customer files a
petition for bankruptcy or insolvency, has an involuntary petition
filed against it, commences an action providing for relief under
bankruptcy laws, files for the appointment of a receiver, or is
adjudicated a bankrupt concern.
10.3 Termination by Customer. This Agreement may be terminated by
Customer on thirty (30) days written notice to Service Provider if
Service Provider fails to perform any material obligation required
of it hereunder, and such failure is not cured within thirty (30)
days from Service Provider’s receipt of Customer’s notice or a
longer period if Service Provider is working diligently towards a
cure.
10.4 Termination. Upon termination of this Agreement, Customer shall no
longer access the Software and Customer shall not circumvent any
security mechanisms contained therein. Upon termination of this
Agreement, Service Provider will delete all Customer Content from
its systems within 30 days, unless Service Provider is legally
required to retain it.
10.5 Suspension. If Service Provider, in good faith, believes that
Customer has breached the Agreement or determines that Customer is
using the Service in such a way as to negatively impact its ongoing
business interests, Service Provider may suspend Customer’s access
to the Services, without refund, in addition to such other remedies
as Service Provider may have at law or pursuant to the Agreement.
Whether breach results in suspension and/or termination of access is
at Service Provider’s sole discretion.
10.6 Other Remedies. Termination of this Agreement shall not limit either
party from pursuing other remedies available to it, including
injunctive relief, nor shall such termination relieve Customer’s
obligation to pay all fees that have accrued or are otherwise owed
by Customer under this Agreement.
11 MISCELLANEOUS
11.1 Assignment. Customer may not assign this Agreement or otherwise
transfer any license created hereunder whether by operation of law,
change of control, or in any other manner, without the prior written
consent of Service Provider. Any assignment or transfer in violation
of this Section shall be null and void.
11.2 Updates. Service Provider may update the Agreement or the Service
Provider Policies by providing Customer with reasonable notice,
including by posting the update on our website. If, in Service
Provider's sole judgment, an update materially impacts Customer's
rights or obligations, Service Provider will provide at least 30
days’ notice before the update goes into effect, unless the update
is necessary for Service Provider to comply with applicable law, in
which case Service Provider will provide Customer with as much
notice as reasonably possible. Any other updates will be effective
on the date Service Provider posts the updated Agreement or Service
Provider Policies. Customer's continued use of, or access to, the
Software after an update goes into effect will constitute acceptance
of the update. If Customer does not agree with an update, Customer
may stop using the Software or terminate this Agreement under the
termination clause specified in this Agreement. Except for an update
to comply with applicable law, updates to the Agreement or the
Service Provider Policies will not apply to: (a) disputes between
Customer and Service Provider arising prior to the update; or (b)
orders signed by Customer and Service Provider (as opposed to agreed
to on an online ordering page) prior to Service Provider notifying
Customer of the update. However, to the extent an update relates to
a Service or feature launched after an order is placed, it will be
effective upon Customer's first use of such Service.
11.3 Survival. Upon termination or expiration of this Agreement, the
provisions that are intended by their nature to survive termination
will survive and continue in full force and effect in accordance
with their terms, including confidentiality obligations, limitations
of liability, and disclaimers.
11.4 Notices. Any notice required under this Agreement shall be given in
writing and shall be deemed effective upon delivery to the party to
whom addressed. All notices shall be sent to the applicable address
of the Service Provider as set out in the Site and of the Customer
as provided at the time of signing up to the Services or to such
other address as the parties may designate in writing. Unless
otherwise specified, all notices to Service Provider shall be sent
to the attention of the CFO and General Counsel. Any notice of
material breach shall clearly define the breach including the
specific contractual obligation that has been breached.
11.5 Subcontracting. Service Provider shall have the right to use third
parties, including employees of Service Provider’s affiliates and
subsidiaries (“Subcontractors”) in the performance of its
obligations and services hereunder and, for purposes of this
Section, all references to Service Provider or its employees shall
be deemed to include such Subcontractors.
11.6 Force Majeure. Service Provider shall not be liable to Customer for
any delay or failure of Service Provider to perform its obligations
hereunder if such delay or failure arises from any cause or causes
beyond the reasonable control of Service Provider. Such causes shall
include, but are not limited to, acts of God, war, terrorist act,
invasion, epidemic, pandemic, quarantine, civil commotion, breakdown
of communication facilities, breakdown of web host, breakdown of
Internet service provider, bank closures/failures, natural
catastrophes, floods, fires, loss of electricity or other utilities,
generalized lack of availability of raw materials or energy,
governmental acts or omissions, changes in laws or regulations,
labor strikes, or delays by Customer in providing required resources
or support or performing any other requirements hereunder.
11.7 Restricted Rights. Use of the Software by or for the United States
Government is conditioned upon the Government agreeing that the
Software is subject to Restricted Rights as provided under the
provisions set forth in FAR 52.227-19. Customer shall be responsible
for assuring that this provision is included in all agreements with
the United States Government and that the Software, when delivered
to the Government, is correctly marked as required by applicable
Government regulations governing such Restricted Rights as of such
delivery.
11.8 Modifications. The parties agree that this Agreement cannot be
altered, amended or modified other than as permitted in Section 11.2
(Updates), except by a writing signed by an authorized
representative of each party.
11.9 Publicity. Customer agrees to cooperate with Service Provider (i) in
preparation of at least one (1) press release, where the
aforementioned materials can be used in/on Service Provider’s
Website, marketing materials, trade shows, public advertisements,
and other associated marketing uses (“Service Provider Marketing
Materials”); and (ii) in preparation of a Service Provider-sponsored
testimonial advertisement to be run in newspapers, magazines, and
other publications and for use in Service Provider Marketing
Materials. The parties further agree that Service Provider may
include Customer’s logo on publicly displayed customer lists
(including Service Provider’s Internet Website and public
advertisements). There shall be a “Powered by Service Provider”
logo, to be provided by Service Provider, in the bottom portion of
any of the Customer’s Web pages that utilize the Software, which
logo shall link directly to the then-current Service Provider
Website home page.
11.10 No Waiver. No failure or delay in enforcing any right or exercising
any remedy will be deemed a waiver of any right or remedy.
11.11 Severability and Reformation. Each provision of this Agreement is a
separately enforceable provision. If any provision of this Agreement
is determined to be or becomes unenforceable or illegal, such
provision shall be reformed to the minimum extent necessary in order
for this Agreement to remain in effect in accordance with its terms
as modified by such reformation.
11.12 Choice of Law. This Agreement shall be governed and interpreted by
the laws of the state of Texas without regard to the conflicts of
law provisions of any state or jurisdiction. Any action related to
this agreement shall be brought in the state or federal courts
located in Austin, Texas and each party hereby submits to the
exclusive jurisdiction of such courts.
11.13 Patent Notice. Customer is hereby placed on notice that the
Software, Software updates, their related technology and services
may be covered by one or more United States ("US") and non-US
patents. A listing that associates patented products included in the
Software, Software updates, their elated technology and services
with one or more patent numbers is available ’for access by
Customer's and the general public at
[https://markings.ipdynamics.ai/esw](https://t.shortwave.com/links/v1/myEJp_Nnub26B1AZOtQhRfHgX24KL6BpEKM_CGgFX8iSt8CP9EoaKcLmnGakzZANhb8k2aBwYCfqOJ0B1PBI-kbKA15SgR2wKhXz4F0pvO_UFN2yrmzBixjoHQMYwgelsYstp5aGtM7xerJ4i0gyZmTRgy0fvvq1gOyB0C85Vlo)
(hereinafter, the "Patent Notice") and any successor or related
locations designated by Service Provider. The association of
products-to-patent numbers in the Patent Notice may not be an
exclusive listing of associations, and other unlisted patents or
pending patents may also be associated with the Software. Likewise,
the patents or pending patents may also be associated with unlisted
products. Customer agrees to regularly review the products-to-patent
number(s) association at the Patent Notice to check for updates. The
Software may include third-party products identified below and
sublicensed by Service Provider to Customer. Some or all
associations of the third-party products-to-patents are also
identified in the Patent Notice by each associated third-party and
product name.
11.14 Service Provider Affiliates. At the direction and sole discretion of
Service Provider, affiliates of Service Provider (the "Service
Provider Affiliates") may perform certain tasks related to Service
Provider's obligations and rights under this Agreement, including,
but not limited to, invoicing, payment, technical support, project
management and/or sales support. Customer hereby consents to the
Service Provider Affiliates' role. Customer further agrees and
acknowledges that Service Provider and Customer are the only parties
to this Agreement, and that any action taken by Service Provider
Affiliates in connection with the performance of Service Provider's
obligations under the Agreement will not give rise to any cause of
action of any kind against the Service Provider Affiliates,
regardless of the theory of recovery. Service Provider shall at all
times retain full responsibility for Service Provider Affiliates'
compliance with the applicable terms and conditions of this
Agreement. Customer will indemnify and hold Service Provider
harmless for any and all costs associated with Customer's violation
of this provision.
11.15 Compliance Verification and Audit Rights. During the Subscription
Term and for a period of two (2) years following any termination or
expiration of this Agreement, Customer shall maintain written
records related to the Use of the Software and Services by Customer,
as reasonably necessary to verify compliance with the licensing and
usage terms of the Agreement. Such records will be kept in
accordance with Customer's documented records retention policy and
records retention schedule applicable thereto. Not more than once
annually, and with notice of not less than twenty (20) business
days, Service Provider may (or may engage a third-party, which will
be subject to a confidentiality obligation), to verify “compliance
("Verification"). Verification will take place during normal
business hours and in a manner that does not interfere unreasonably
with Customer's operations. At Service Provider's option, Service
Provider may request, and Customer hereby agrees to complete, a
self-audit questionnaire relating to Customer's usage under the
rights granted to Customer in the Agreement. If Verification or
self-audit reveals unlicensed use of the Software and Services,
Customer agrees to compensate Service Provider for such usage. All
costs of the Verification will be borne by Service Provider unless
unlicensed usage of five percent (5%) or more is found ("Material
Unlicensed Usage"). If Material Unlicensed Usage is found during
Verification, Customer shall reimburse Service Provider for the
actual costs associated with performance of the Verification.
Service Provider and any third-party involved in the Verification
will use the information obtained in compliance review only to
enforce Service Provider's rights and to determine Customer's
compliance with the terms of the licenses granted in the Agreement.
By invoking the rights and procedures described in this section,
Service Provider does not waive the right to enforce other terms of
the Agreement, including, but not limited to, any intellectual
property rights by other means as permitted by law.
11.16 Entire Agreement. This Agreement constitutes the entire agreement
between the parties regarding the subject matter hereof and
supersedes all proposals and prior discussions and writings between
the parties with respect thereto.
Acceptable Use Policy
This Acceptable Use Policy applies to the Services. By using the Services,
you agree to adhere to our policies. Violating this policy could result in
action against your account, up to suspension or termination. When using the
Services, these rules apply:
1. Comply with applicable laws
Don’t promote or engage in illegal
activity, conduct regulated activities without compliance with
applicable laws, or violate the intellectual property or privacy rights
of others.
2. Don’t harm yourself or others
Don’t injure others, destroy
property, promote suicide or self-harm, intercept or interfere with
communications, or develop/transmit viruses or weapons. Don’t use the
services to defraud, scam, phish, exploit, spam, bully, mislead, harass,
discriminate, defame, sexualize children, or circumvent security
measures.
3. Observe safeguards
Don’t circumvent safeguards, security or safety
features in our services unless supported and/or authorized.
4. Manage Regulated Advice
Don’t provide tailored legal,
medical/health, or financial advice without review by a qualified
professional and disclosure of the use of AI assistance and its
potential limitations.
5. No Deception
Don’t cause harm by intentionally deceiving or
misleading others, including:
a. Seeking unauthorized access to online accounts;
b. Disinformation or misinformation;
c. Impersonating another individual or organization without consent or
legal right; and
d. Failing to disclose to people that they are interacting with AI,
unless it's obvious from the context. 6. Appropriate for All Ages
Don’t use the Services in a manner inappropriate for minors.
6. Appropriate for All Ages
Don’t use the Services in a manner
inappropriate for minors.
7. No Sexual Content
Don’t create sexually explicit or suggestive
content.
8. No Automated Decision-making
Don’t perform or facilitate activities
that may significantly affect the safety, wellbeing, or rights of
others, including:
a. Conducting automated decision-making without a review mechanism;
and
b. Engaging in political campaigning or lobbying, or deterring
participation in democracy.
9. Respect IP Rights
Don’t provide or use inputs in violation of
another person or organization’s intellectual property rights.
10. Don’t Collect “Sensitive” Information
Don’t use to collect drivers
license numbers, passport numbers, social security, tax ID or similar
numbers, bank, checking, credit card, debit card, financial, or other
personal account numbers, and sensitive financial or health information.