Terms of Use

1. ELIGIBILITY

You must be at least 18 years of age and have the legal capacity to enter into these Terms. If you are accessing or using the Services on behalf of a company or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms.

2. SERVICES

Company provides access to its proprietary cloud-based software applications and related support services as described in any applicable order form, statement of work, or subscription agreement (collectively, the "Agreement").

3. ACCOUNT REGISTRATION

To access the Services, you may be required to register for an account and provide accurate and complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account.

If you administer an organization account, you represent that you are authorized to provision employees, provide their roster and role information, assign organization access roles, and make organization and team context available for their managed briefings. You are responsible for providing employees any notices and obtaining any permissions required by applicable law.

Organization owners and administrators may access managed role inputs and the latest managed briefing. They may not access an employee's separate personal roles or personal profile source text through organization administration features. Employees remain responsible for content they add to personal roles and should understand that personal context may affect a managed briefing visible to their employer.

4. LICENSE AND USE RESTRICTIONS

Subject to your compliance with these Terms, Company grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term solely for your internal business purposes.

You shall not:

• Copy, modify, or create derivative works of the Services;
• Reverse engineer, decompile, or disassemble the Services;
• Rent, lease, sell, resell, sublicense, distribute, or otherwise exploit the Services;
• Use the Services in violation of applicable laws or regulations.

5. FEES AND PAYMENT

You agree to pay all fees specified in any applicable order or subscription. All payments are due in U.S. dollars and are non-refundable unless otherwise stated. Company may suspend or terminate your access to the Services for late or non-payment.

6. TERM AND TERMINATION

These Terms commence on the Effective Date and continue until terminated by either party. Either party may terminate for convenience upon thirty (30) days' written notice. Either party may terminate immediately for cause if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of notice.

Upon termination, your right to access and use the Services will cease, and you must delete any software or confidential information provided by Company.

7. CONFIDENTIALITY

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidentiality obligations will survive for three (3) years after termination of these Terms.

8. INTELLECTUAL PROPERTY

Company retains all right, title, and interest in and to the Services and all related intellectual property rights. No rights are granted to you except as expressly set forth in these Terms.

9. WARRANTIES AND DISCLAIMERS

The Services are provided "AS IS" and "AS AVAILABLE." Company disclaims all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Company does not warrant that the Services will be uninterrupted or error-free.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY.

Company's total liability for any claims under these Terms shall not exceed the amount paid by you to Company in the twelve (12) months preceding the event giving rise to the claim.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, and expenses arising from your use of the Services, your violation of these Terms, or your infringement of any third-party rights.

12. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Delaware, and each party consents to the jurisdiction of such courts.

13. MODIFICATIONS

Company may modify these Terms at any time by posting the updated version on its website or through the Services. Continued use of the Services after the effective date of the modifications constitutes your acceptance of the revised Terms.

14. MISCELLANEOUS

• Entire Agreement: These Terms constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous agreements.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Assignment: You may not assign or transfer these Terms without Company's prior written consent. Company may freely assign these Terms.
• Waiver: Failure to enforce any provision shall not constitute a waiver.