Terms of Use
Effective Date: February 27, 2024
Data Subscription Terms & Conditions
These Terms & Conditions are between Gadget Software, Inc., (“we/us/our”) and the customer identified on the applicable quote or order (“you/your/yours”) for use of and access to the Gadget Software platform and data (“Services”). These terms govern your subscription to and ongoing use of the Services and incorporate an applicable quotation or order between you and us or a subscription that you order on our website, which together form the Data Subscription Agreement between us (the “Agreement”).
Services Description
We provide our TopicLake™ technology, an artificial intelligence-driven platform that organizes structured and unstructured data at a topic level that you or your authorized end users may access as a Data as a Service (“DaaS”) subscription.
Use Rights; Restrictions
Services. We shall provide the Services to you during a Subscription Period which may be monthly or may consist of a specified number of consecutive calendar months. Certain subscriptions may be renewable at the end of a calendar year.
Customer Access. During a Subscription Period you have a non-transferable, non-exclusive right to access and use the Services as described in this Agreement. You may authorize selected end-users to access your subscription for the duration of your Agreement.
Prohibited uses. You agree not to: (i) provide the Services or any derivative services to any third party, (ii) publish links to websites you do not control without prior written permission, or (iii) publish any personal or confidential information of any person or entity without obtaining necessary consents.
We may terminate your access to the Services if we reasonably believe that you have violated the prohibited uses or used the Services to conduct or support any illegal or unauthorized activity. You will not use the Services other than as described in this Agreement, attempt (or permit anyone else) to disassemble, reverse engineer, decompile or create derivative works from any of the Services or sell, sublicense, issue, copy or rent the Services.
Intellectual Property
Ownership. You own all rights to your proprietary content that you provide and that we transform into topic data records, topic insights, and/or Q&A responses. You are solely responsible for your provided content and any consequences or results of its transmission or publication.
You agree that we must access, copy, distribute, store, transmit, reformat, display your content to provide the Services to you. We may aggregate anonymous usage statistics for the purpose of improving our Services, or to provide generalized, non-identifiable analytics.
We own all rights to the Services, any modifications or improvements, and all related intellectual property rights. We also own the metrics and analytics data related to your content or your end-users’ use of the Services.
Marks. “Marks” means registered or unregistered trademarks, service marks, trade names, logos, or other proprietary markings. We acknowledge that you alone shall own all rights, title, and interest in and to your Marks.
Confidentiality
“Confidential Information” means all information or data, whether or not in tangible form, disclosed or otherwise made available in connection with this Agreement that the Discloser has marked as confidential or that would reasonably be expected to be confidential under the circumstances.
A Recipient shall use reasonable measures to protect the confidentiality of and avoid disclosure and unauthorized use or copying of the Discloser’s Confidential Information. Except where specifically allowed by this Agreement, a Recipient may only disclose the Discloser’s Confidential Information to those with a need to know or as required by law.
Data Security
Compliance with Privacy Laws. Each party is responsible for complying with all applicable Privacy and Data Protection Requirements.
Technical Safeguards. We will maintain appropriate organizational and technical measures for protection of the security, confidentiality, and integrity of Personal Information.
Privacy Policy. Use of the Services is covered by our Privacy Policy, available at gadgetsoftware.com/privacy-policy.
Warranties and Exclusions
Our Warranties. We warrant that we will provide the Services in a professional and workmanlike manner and in accordance with specifications.
OTHER THAN ANY WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, WE PROVIDE THE SERVICES “AS IS” WITHOUT ANY WARRANTY OF ANY KIND AND WE DISCLAIM ALL OTHER EXPRESS OR IMPLIED WARRANTIES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER.
Except for infringement responsibilities, each party’s cumulative liability shall not exceed the amount of fees paid or payable to us by you during the twelve (12)-month period immediately prior to the action giving rise to the liability.
General Provisions
Governing Law
Governed by the laws of the State of Delaware, exclusive of its conflicts of law rules.
Assignment
Neither party may assign this Agreement without prior written consent, except in cases of merger or acquisition.
Severability
If any provision is found illegal or unenforceable, the remainder of the Agreement remains valid.
Entire Agreement
This Agreement governs your subscription and replaces all prior understandings or agreements.