Terms of Use

1. Company Service

Subject to the terms and conditions of this Agreement, during the Subscription Term (as defined below), Customer may access and use the Company Service. The scope and duration of such access and use is expressly limited by the terms of the Order Form. Company will provide the Company Service in accordance with and subject to the terms of this Agreement.

2. Customization

If Customer wishes to have the Company Service customized for Customer’s use, the parties will discuss the practicality and nature of the customization. The Company will perform any customization pursuant to a separate professional services agreement, for such compensation as is set forth in such agreement.

3. Authorized Users

3.1 — The persons who are authorized by Customer to access and use the Company Service under Customer’s subscription are referred to as “Authorized Users.” The Company offers subscriptions to the Company Service to individual persons (“Individual Customers”) and to companies who wish to enable multiple persons to access and use the Company Service on its behalf (“Enterprise Customers”).

3.2 — If Customer is an Individual Customer, the identified Customer will be the sole Authorized User.

3.3 — If Customer is an Enterprise Customer, Customer will provide the names of its initial Authorized Users, as part of the initial registration process. Each Authorized User must be a person who performs services for Customer and each Authorized User may only access and use the Company Service for the purposes of performing their job functions for Customer. The unique login credentials for each Authorized User are for the named individual only and cannot be shared or used by more than one person. Customer may add Authorized Users at any time, or delete persons as Authorized Users at any time. If Customer adds Authorized Users and, with the addition, the total number of Customer’s Authorized Users exceeds the maximum set forth in the Order Form, the Subscription Fee will be adjusted as of the date the next Subscription Fee is payable, to the Company’s standard Subscription Fee for such higher number of Authorized Users. Customer may designate various categories of Authorized User, each having the right to access only certain designated Trees (as defined in Section 6.1). Customer is responsible for the use of the Company Service by its Authorized Users, and their compliance with this Agreement.

4. Training

The Company plans to offer tutorials to Customer’s Authorized Users, which may be accessed on the Company website, regarding the use of the Company Service. Such tutorials are not yet available as of the date of these Terms of Use.

5. Use of the Company Service

Customer, on behalf of itself and its Authorized Users, agrees not to:

• use the Company Service other than as authorized in this Agreement;
• resell, sublicense, or otherwise make the Company Service available to any third party;
• use the Company Service either directly or indirectly to support any activity that is illegal or that violates the proprietary rights of others;
• interfere with or disrupt the integrity or performance of the Company Service;
• deactivate, impair, or circumvent any security or authentication measures of the Company Service;
• access the Company Service for purposes of benchmarking or for purposes of developing a competing service; or
• authorize any third parties to do the above.

6. Customer Data & Security; Trees

6.1 — Documents, text, data and other information that is created by AI or Authorized Users, and is input into the Company Service, is referred to as “Customer Data.” The Company Service captures, structures, and preserves knowledge, based on Customer Data, in the form of trees (each, a “Tree”). Customer may access and edit each Tree at any time. Company assumes no responsibility for the content or accuracy of Customer Data and will have no responsibility to verify Customer Data. Customer grants Company the right to access and use the Customer Data during the term of this Agreement as necessary to provide the Company Service to Customer and to identify or resolve technical problems with the Company Service. Customer represents and warrants that (1) it has, and will continue to have, during the term of this Agreement, the legal right and authority to access, use and disclose to Company all Customer Data; and (2) Company’s use of any such Customer Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between Customer and any third party.

6.2 — Company will maintain (and will require its third party service providers to maintain) reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of the Customer Data, in accordance with applicable industry standards.

6.3 — Company will follow its standard backup procedures for Customer Data. In the event of Company’s loss or corruption of Customer Data, Company shall use commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Company in accordance with its standard archival procedure. Company shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party.

7. Confidentiality

In connection with the performance of this Agreement, each party understands that the other party may need to disclose certain non-public information relating to the disclosing party’s business that is marked or identified as “confidential” at the time of disclosure, or that is described in this Agreement as being confidential, or that is of a nature such that the receiving party should otherwise reasonably understand it to be confidential (“Confidential Information”). Customer Data is the Confidential Information of Customer. Company Confidential Information includes, without limitation, the Company Service and any documentation, nonpublic financial information, pricing, business plans, techniques, methods, and processes used by the Company to provide the Company Service.

The receiving party agrees to take reasonable precautions to protect the other party’s Confidential Information, not to use such Confidential Information except as authorized or as necessary to perform its obligations under this Agreement and to not disclose (without the disclosing party’s prior authorization) to any third persons any such Confidential Information (other than on a need to know basis to the receiving party’s employees, consultants and service providers who are subject to confidentiality obligations that are at least as protective of the disclosing party’s Confidential Information as this Agreement).

Confidential Information does not include any information that the receiving party can show: (1) through no fault of the receiving party, is or becomes generally available to the public, or (2) was in its possession or was known prior to receipt from the disclosing party, or (3) was rightfully disclosed to it without restriction by a third party, or (4) was independently developed without use of any Confidential Information of the disclosing party.

The receiving party may disclose Confidential Information if the disclosure is necessary to comply with a valid court order or subpoena (in which case the receiving party will, unless prohibited by law or legal process, promptly notify the disclosing party and cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed).

8. Subscription Term; Termination

8.1 — Unless otherwise set forth in an applicable Order Form, the Subscription Term for the Company Service, Customer’s subscription to use the Company Service begins on the Effective Date of the Order Form and will continue until it is terminated by Customer or the Company. Either party may terminate Customer’s subscription at any time, on at least thirty (30) days’ notice; provided, however, that the Company may suspend or disable Customer’s and its Authorized Users’ access to the Company Service if Customer has unpaid Subscription Fees more than 10 days past due. Company also reserves the right to suspend or disable access to the Company Service if Company determines that: (a) Customer’s or any of its Authorized Users’ use of a Company Service disrupts, harms, or poses a security risk to Company or to any other customer; or (b) Customer or any of its Authorized Users is using the Company Service in breach of this Agreement.

8.2 — Upon any expiration or termination of this Agreement, Customer’s right to access and use the Company Service will automatically terminate. Company will have no liability for any costs, losses, damages, or liabilities arising out of or related to Company’s exercise of its termination rights under this Agreement. Any payment obligations accrued as of the expiration or termination will remain in effect. In addition, the obligations and provisions of Sections 7, 10, 11.6, 12, 13, 14, all accrued payment obligations, and any other obligations of a continuing nature, will survive any expiration or termination of this Agreement.

9. Subscription Fees

9.1 — Customer will pay the fees or charges specified in the Order Form (collectively, “Fees”), consisting of the fee for use of the Company Service (“Subscription Fee”), and any other fees or charges specified in the Order Form, by the method specified in the Order Form, in United States dollars, at the times set forth in the Order Form. All payment obligations are non-cancelable and once paid are nonrefundable. All amounts payable by Customer under this Agreement will be made without the right of setoff or counterclaim, and without deduction or withholding. Fees are exclusive of all taxes, levies, duties or other charges imposed by taxing authorities, and Customer is responsible for payment of all such amounts, excluding only taxes based solely on Company’s net income. Fees not paid when due will be subject to a finance charge of 1.5% per month, or if less the maximum rate permitted by law, until paid.

9.2 — The Company shall be entitled to change the Subscription Fee at any time or times; provided, however, that any change in the Subscription Fee will not apply to any Subscription Fee that is payable less than thirty (30) days from the date the Company notifies Customer of the change.

10. Ownership Rights

10.1 — Company and its licensors own all worldwide right, title and interest in and to the Company Service and the code, methods and processes used by Company to provide the Company Service, including all worldwide intellectual property rights therein (collectively, the “Company IP”). Customer owns all Customer Data. This Agreement does not convey any proprietary interest in or to any Company IP or any Customer Data or rights of entitlement to the use thereof except as expressly set forth in this Agreement. Each Enterprise Customer grants Company the right to use its name and logo on Company’s website and marketing materials to identify the Enterprise Customer as a customer.

10.2 — If Customer provides any ideas, suggestions, or recommendations regarding the Company Service (“Feedback”), Company will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. By providing Feedback, Customer grants Company a worldwide, perpetual, irrevocable, fully-paid and royalty-free license to use and exploit such Feedback in any manner.

10.3 — Company may collect anonymous usage data with respect to the use and performance of the Company Service (“Usage Data”). Company uses Usage Data for internal business purposes, such as improving, testing and providing the Company Service and developing additional services. Company may disclose Usage Data in aggregate form (e.g., data aggregated from all customers’ use of the Company Service, but does not identify Customer or any Authorized User) for promotion, statistical analysis, market analysis, financial analysis, and other such purposes.

11. Support and Maintenance; Warranty

11.1 — Company will provide Customer with a reasonable level of technical support, by email, relating to the use and operation of the Company Service. Customer may report errors in the operation of a Company Service at any time and the Company will use commercially reasonable efforts to correct any such errors as promptly as practicable.

11.2 — Company will provide Customer with any updates to the Company Service that the Company may release from time to time to its customers generally, to correct errors or to improve or enhance the Company Service. There will be no additional Fees for the use of any such updates; provided, however, that the Company may require payment of additional Subscription Fees for optional upgrades that include material additional functionality that the Company does not release to its customers generally without additional consideration.

11.3 — Company warrants that it will use commercially reasonable efforts to cause the Company Service to be operable at all times, other than during periods of scheduled maintenance. In the event of unscheduled downtime, the Company will use all commercially reasonable efforts to restore operation or availability as soon as practicable. Customer acknowledges, however, that the operability of the Company Service may depend on the equipment or services of third parties and that the Company is not responsible for downtime due to causes not within the Company’s reasonable control.

11.4 — Customer’s sole and exclusive remedy for any breach of the covenants and warranties set forth in Sections 11.1 through 11.3 above will be to terminate this Agreement.

11.5 — The Company will have no responsibility to verify Customer Data, including its source or accuracy. The Company assumes no responsibility for the Customer Data of any nature, including its validity, timeliness, or accuracy and the Company will have no liability for Trees based thereon. Customer acknowledges that the Company Service is a tool designed to increase efficiency, but that the Company does not represent or warrant that any particular results will be achieved through use of the Company Service. Company shall have no liability for any claims, losses or damages arising out of or in connection with Customer’s or any Authorized User’s use of any third-party products, services, software or web sites that are accessed via links from within the Company Service.

11.6 — EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE COMPANY SERVICE. WITHOUT LIMITING THE FOREGOING, COMPANY DISCLAIMS ANY WARRANTY THAT THE COMPANY SERVICE WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE COMPANY SERVICE AS TO MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

12. Limitation of Liability

IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE COMPANY SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE COMPANY SERVICE, OR FOR ANY INFORMATION OR DATA TRANSMITTED OR OBTAINED FROM OR THROUGH THE COMPANY SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, AND WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL THE TOTAL LIABILITY OF COMPANY AND ITS LICENSORS RELATING TO THE COMPANY SERVICE EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER FOR SUCH COMPANY SERVICE FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

13. Indemnification

Customer will: (1) defend Company, its officers, directors and employees against any Claim arising out of or related to (a) any injury, damage or loss resulting from Customer’s or an Authorized User’s use of the Company Service in a manner that violates Customer’s representations, warranties or covenants in this Agreement, or (b) Company’s use of the Customer Data in accordance with this Agreement; and (2) indemnify and hold Company harmless from any final award of damages or settlement amount arising in connection with any such Claim.

14. General

14.1 — The parties are independent contractors, and no branch or agency, partnership, association, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

14.2 — This Agreement is governed by and construed in accordance with the laws of the State of California, as if performed wholly within the state and without giving effect to the principles of conflict of law. The parties agree that the United Nations Convention on Contracts for the International Sales of Goods and the Uniform Computer Information Transactions Act are specifically excluded from application to this Agreement. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Santa Clara County, California and the parties hereby consent to personal jurisdiction and venue therein. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

14.3 — Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent. Notwithstanding the foregoing, either party, in connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of such party, may assign this Agreement in its entirety to such party’s successor without the other party’s consent. Any attempt to assign this Agreement other than as permitted above will be null and void.

14.4 — Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

14.5 — All notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery services, by certified mail, or by email. All notices will be deemed given upon receipt. All notices to Customer will be sent to the address or email address specified in the Order Form, or to such other address or email addresses as Customer may specify in accordance with this Section. All notices to Company will be sent to the Company’s then-current principal office, or to such other address or email addresses as Company may specify in accordance with this Section.

14.6 — This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding this subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to this subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. Notwithstanding the above, the Company may revise this Agreement at any time upon notice to Customer; provided, however, that any such revision that is not approved by Customer will not take effect until the date thirty (30) days from the date the Company notifies Customer of the revision.

Contact

SiftText LLC
jack@sifttext.com
3654 Thornton Avenue #1115
Fremont, CA 94536, United States