Terms of Use Agreement

LAST UPDATED: November 18, 2018.

PLEASE READ THIS TERMS OF USE AGREEMENT ("AGREEMENT") CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF RESOLUTE INNOVATION, INC.'S (d/b/a Resolute.AI) ("RESOLUTE") ONLINE PLATFORM THAT ENABLES END USERS TO SEARCH, CURATE AND ANALYZE VARIOUS PUBLIC AND PRIVATE DATA SETS ("PLATFORM"). BY CLICKING ON THE "I ACCEPT" BUTTON, COMPLETE THE REGISTRATION PROCESS, EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT (AN "ORDER"), OR OTHERWISE USING THE PLATFORM, THE INDIVIDUAL OR ENTITY IDENTIFIED AS A USER/SUBSCRIBER ON THE ORDER OR ON THE PLATFORM ("SUBSCRIBER") REPRESENTS THAT (1) IT HAS READ, UNDERSTOOD AND AGREES TO BE BOUND BY THIS AGREEMENT, AND (2) THE INDIVIDUAL ENTERING INTO THIS AGREEMENT HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY NAMED AS A SUBSCRIBER IN THE ORDER OR PLATFORM. IF SUBSCRIBER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, SUBSCRIBER MAY NOT ACCESS OR USE THE PLATFORM.

Subscriber acknowledges that its use of, and participation in certain services may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will either be listed in this Agreement, or will be presented to Subscriber for its acceptance when Subscriber signs up for the use of the supplemental service. If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such supplemental service.

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY RESOLUTE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Resolute will make a new copy of this Agreement available at https://www.resolute.ai/terms. Continued use of the PLATFORM will constitute acceptance of terms and conditions therein. Resolute will also update the "Last Updated" date at the top of this Agreement. Resolute may also notify Subscriber of any updates by email, and Subscriber is solely responsible for maintaining an up-to-date email address.

  1. SERVICES

    1. Grant.

      Subject to the terms of this Agreement, Resolute grants Subscriber a non-exclusive, non-transferable, non-sublicensable subscription license to access and use the features and functions of Platform identified in the applicable Order for Subscriber's internal business purposes, in accordance with any usage limitations set forth in such Order.
    2. Restrictions.

      Subscriber acknowledges and agrees that the Platform is not intended as, does not provide, and Subscriber shall not use the Platform for, "freedom to operate" or "right to use" services, analysis or opinions. In addition, Subscriber may not, directly or indirectly: (a) modify or create derivative works of the Platform or any portion thereof; (b) decompile, reverse engineer, or translate any portion of the Platform into human-readable form (except to the extent expressly allowed by applicable law); (c) rent, lease, share, distribute, or sell the Platform to any third party, including on a service bureau or similar basis; (d) remove, alter or deface proprietary notices or marks in the Platform or any documentation provided in connection therewith; (e) disclose the results of testing or benchmarking of the Platform; (f) circumvent or disable the Platform's security, copyright protection, or license management mechanisms, (g) interfere with the Platform's operation; (h) use the Platform to violate the law or the rights of any third party; or (i) attempt to do any of the foregoing.
    3. Users.

      Subscriber may permit its employees and consultants ("Users") to access and use the Platform; provided, that, any such Users are not direct competitors of Resolute. Subscriber is responsible for providing each User with credentials to access the Platform and ensuring that all Users comply with the Agreement. Subscriber and Users must keep Platform credentials secure, and immediately inform Resolute of any suspected unauthorized use of the Platform.
    4. Updates and Changes.

      Subscriber acknowledges that Resolute may update, modify and discontinue certain features and functions of the Platform from time to time.
  2. UPTIME AND SUPPORT

    1. Availability.

      Resolute will use commercially reasonable efforts to make the Platform available in accordance with its historical uptimes, except for scheduled downtime and any unavailability caused by events beyond our reasonable control, such as fires, natural disasters, government actions, civil unrest, Internet service provider failures or delays, or denial of service attacks that would not be stopped by the use of standard security measures.
    2. Support.

      Resolute will use commercially reasonable efforts to promptly respond issues with the Platform reported by Subscriber through the "support" feature of the Platform or by email to support@resolute.ai during Resolute's normal business hours.
    3. Training.

      Subscriber may request Resolute to provide up to three hours of virtual training related to the use of the Platform. Advanced, additional and in-person training may be available for an additional fee and reimbursement of Resolute's travel and living costs.
  3. THIRD-PARTY CONTENT

    1. The Platform aggregates and curates various datasets and content made available through various public and private sources ("Third-Party Content"). Subscriber may use such Third-Party Content solely for its internal business purposes, during the applicable subscription term, in accordance with any usage limitations set forth in the applicable Order. While Resolute endeavors to utilize reputable sources of Third-Party Content, Resolute is ultimately not responsible for the accuracy, timeliness or completeness of Third-Party Content. Third-Party Content is made available to Subscriber on an "as is" and "as available" basis, without any representations, warranties or guarantees, including any warranties of accuracy, completeness, or timeliness. If Resolute is required to remove Third-Party Content, or is notified that certain Third-Party Content may violate applicable law or third party rights, Resolute may remove such Third-Party Content without notifying Subscriber in advance.
  4. INTELLECTUAL PROPERTY

    1. Platform.

      Except for the license granted in Section 1.1, Resolute or its licensors retain all right, title and interest in the Platform, any documentation made available in connection with the Platform, the Usage Information (as defined below), and any derivative works thereof.
    2. Subscriber Content.

      If permitted under an applicable Order, Subscriber may upload its own datasets to the Platform. As between the parties, Subscriber owns all right, title and interest in, and is solely responsible for, any datasets and all other information Subscriber uploads or otherwise makes available to the Platform ("Subscriber Content"). Subscriber grants Resolute a worldwide, royalty-free, fully paid-up, sublicensable, nonexclusive license, during the term of this Agreement, to use Subscriber Content solely to provide the Platform and related services to Subscriber. Subscriber (and its Users) represent, warrant and covenant: (a) that they will not transmit, store, display, distribute or otherwise make Subscriber Content available that is illegal, harmful, or offensive, including content that is defamatory, obscene, abusive, invasive of privacy, or pornographic; (b) the Subscriber Content does not infringe upon, misappropriate or otherwise violate the intellectual property rights of any third party; and (c) Subscriber has all rights and licenses necessary to grant Resolute the license set forth in this Section, and that Resolute's exercise of such license will not require Resolute to pay any third party any amount. Without limiting any other remedies available to it, Resolute may, in its sole discretion, remove or delete any Subscriber Content that violates the foregoing sentence.
    3. Usage Information.

      Resolute owns all data regarding installation, registration, and use of the Platform, and related to Platform performance, including response times, load averages, usage statistics, and activity logs, (collectively, "Usage Information"). Usage Information does not include any personally identifiable information, but may include aggregated information derived from Subscriber Content. Resolute may use Usage Information for any purpose, including to enhance Resolute's analytical models, monitor use of the Platform and improve Resolute's products and services.
    4. Marks.

      Subscriber grants Resolute a limited, non-exclusive, non-transferable, sublicensable right to use its trademarks, service marks, logos, name, branding, and equivalent source identifiers ("Marks") on the Platform in connection with the Subscriber Content and for attribution as set forth in Section 10.4, consistent with those standard guidelines regarding the use of its Marks provided by Subscriber to Resolute. Subscriber retains all other rights in the Marks and all goodwill arising from Resolute's use of the Marks will inure to Subscriber's benefit.
    5. Feedback.

      Subscriber grants Resolute a worldwide, perpetual, irrevocable, royalty-free right and license to use any ideas, recommendations or other feedback provided by Subscriber or Users about the Platform to Resolute in any manner without restriction.
  5. FEES

    1. Fees.

      Subscriber agrees to pay the fees set forth in the applicable Order ("Fees"). If applicable, Fees for the Initial Order Term (as defined below) will be invoiced in full on the effective date of the Order. Fees for any Renewal Order Term (as defined below) will be invoiced in full on or after the first day of such Renewal Order Term. Resolute may change the Fees for any Renewal Order Term upon notice to Subscriber no later than sixty (60) days prior to the expiration of the then-current term. All payments are due within thirty (30) days of receipt of an invoice, and are non-refundable.
    2. Late Payment.

      Resolute may assess a late payment charge of one and one-half percent (1.5%) per month (or the maximum allowed by law, if less) on overdue Fees until payment is received in full. In addition, if Subscriber fails to pay overdue Fees within five (5) days of notice that payment is late, Resolute may suspend access to the Platform until payment is received in full.
    3. Taxes.

      The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever that may be imposed on Subscriber's Order or use of the Platform ("Taxes"). Subscriber is responsible for paying all Taxes. If Resolute is obligated by law to pay or collect Taxes for which Subscriber is responsible, Resolute will invoice Subscriber and Subscriber will promptly pay that amount unless Subscriber can provide a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber will provide Resolute any information Resolute reasonably requests to determine whether Resolute is obligated to collect Taxes. Resolute is solely responsible for taxes assessable against its income, property, and employees.
    4. Invoicing Terms.

      Resolute will invoice Subscriber annually or according to the billing frequency stated in the Order. If a purchase order is required, Subscriber will provide a purchase order number in the applicable amount. Subscriber will promptly notify Resolute of any changes necessary for payment of an invoice or inaccuracies on an invoice. Except as set forth in an Order, all Fees payable under the Agreement shall be made in U.S. Dollars.
  6. TERM AND TERMINATION

    1. Term.

      The Agreement will become effective on the "as of" date that this Agreement is accepted (in accordance with the preamble) and will continue until all Orders have expired. Unless otherwise set forth in the applicable Order, each Order will have an initial term of one (1) year (the "Initial Order Term"). Following the expiration of the Initial Order Term, the Order will automatically renew for successive periods of one year (each, a "Renewal Order Term"), unless either party notifies the other in writing of its intent not to renew at least thirty (30) days prior to the expiration of the then-current term, or as earlier terminated pursuant to Section 6.2.
    2. Termination.

      Either party may terminate this Agreement for a material breach of the other party that remains uncured twenty (20) days after the breaching party's receipt of notice of such breach.
    3. Effects of Termination.

      Upon expiration or termination of the Agreement, (a) all licenses granted under this Agreement will terminate; and (b) Subscriber will stop using the Platform. Sections 1.2, 4, 5, 6.3, 7.2, 7.3, 8, 9, and 10 will survive termination of expiration of this Agreement.
  7. WARRANTIES AND DISCLAIMERS

    1. Mutual.

      Resolute and Subscriber each represent and warrant that it has the full right and authority to enter into and perform its obligations under this Agreement, and that doing so will not violate any agreement such party may have with a third party.
    2. Disclaimer.

      ASIDE FROM THE LIMITED WARRANTIES IN SECTIONS 8.1, RESOLUTE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, OR ANY OTHER SERVICES RESOLUTE MAY PROVIDE. RESOLUTE DOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
    3. Not a Freedom to Operate Service.

      The Platform is not intended as, and does not provide, "freedom to operate" or "right to use" services, opinions or analysis. The Third-Party Content and any and all analysis and information made available via the Platform is for informational purposes only. Subscriber acknowledges and agrees that it is solely responsible for, and Resolute shall not have any liability with respect to, any acts and omissions of Subscriber that are based on, or taken/omitted in connection with, any such Third-Party Content, analysis and information.
  8. INDEMNIFICATION; RELEASE

    1. By Resolute.

      If any action is instituted by a third party against Subscriber based upon a claim that the Platform, as delivered, infringes any third party's intellectual property rights, Resolute shall defend such action at its own expense on behalf of Subscriber and shall pay all damages attributable to such claim which are finally awarded against Subscriber or paid in settlement. If the Platform is enjoined or, in Resolute's determination is likely to be enjoined, Resolute may, at its option and expense (a) procure for Subscriber the right to continue using the Platform, (b) replace or modify the Platform, so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Subscriber's access to the Platform and refund any amounts previously paid for the Platform attributable to the remainder of the then-current term. This Section sets forth the entire obligation of Resolute and the exclusive remedy of Subscriber against Resolute for any claim that the Platform infringes a third party's intellectual property rights. The above defense and indemnification obligations do not apply to the extent a Claim Against Subscriber arises from (i) Subscriber Content, (ii) Subscriber's use of Beta Services, (iii) Subscriber's breach of the Agreement, (iv) any modification or alteration to the Services not made by Resolute, (v) any combination or use of the Services with products or services not expressly approved by Resolute or (vi) Subscriber's continued use of the allegedly infringing portion of the Services after receiving notice from Resolute regarding the same.
    2. By Subscriber.

      If any action is instituted by a third party against Resolute relating to Subscriber's breach of Sections 3 or 4.2, Subscriber will defend such action at its own expense on behalf of Resolute and shall pay all damages attributable to such claim which are finally awarded against Resolute or paid in settlement of such claim.
    3. Procedure.

      Any party that is seeking to be indemnified under the provision of this Section 8 must (a) promptly notify the other party (the "Indemnifying Party") of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a "Claim"), and (b) give the Indemnifying Party the sole control over the defense of such Claim.
  9. LIMITATION OF LIABILITY

    1. EXCLUDING CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL OR OTHER INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RESOLUTE'S TOTAL LIABILITY ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY SUBSCRIBER UNDER THE AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM OR (B) $2,500.
  10. GENERAL

    1. Governing Law and Venue.

      The Agreement will be governed by and interpreted in accordance with the laws of the State of New York. The parties irrevocably consent to the jurisdiction of the state and federal courts located in New York County, New York for any action arising out the Agreement.
    2. Independent Contractors.

      The parties are independent contractors and the Agreement does not create a partnership, joint venture or agency relationship between them. Neither party will represent that it has the power to bind the other.
    3. Waiver; Severability.

      A party's failure to enforce a provision of this Agreement will not waive its right to enforce a subsequent breach of that or any other provision. A court's determination that any provision of the Agreement is invalid will not affect any other provisions.
    4. Attribution.

      Resolute may use Subscriber's Marks to identify Subscriber as a Resolute Subscriber on the Resolute website and in its marketing materials. The parties may agree to additional marketing efforts (i.e., case studies, events) in writing.
    5. Assignment.

      Neither party may assign the Agreement without the other party's prior written consent, except if that either party may assign this Agreement to a successor in connection with a merger, consolidation or sale of all or substantially all of a party's stock or assets that relate to this Agreement; provided, that, any such successor agrees in writing to assume all of the assigning party's rights and obligations hereunder.
    6. Force Majeure.

      Except for payment obligations, neither party will be liable for a failure to perform its obligations under the Agreement as a result of events beyond its reasonable control that can't be mitigated by the exercise of reasonable care.
    7. Notices.

      All legal notices related to this Agreement will be in writing and sent via overnight courier requiring signature on delivery to the party's address specified on the applicable Order. Operational communications, including changing a party's notice address, may be delivered by email.
    8. Entire Agreement; Amendment.

      The Agreement and all Orders constitute the entire agreement of the parties with respect to its subject matter. Other terms and preprinted terms on or attached to any invoice, purchase order, quote or order acknowledgement shall be void and of no effect.
  11. FREE TRIAL

    1. If Subscriber is granted a free trial ("Trial Account") of one or more services available via the Platform, Resolute will make such services available to Subscriber on a trial basis free of charge until the earlier of (a) the end of the trial period agreed over email (the "Evaluation Period"), (b) the start of any paid subscription for such services, or (c) termination by Resolute at its sole discretion. If, at the end of the Evaluation Period, Subscriber does not sign up for a paid subscription to the Platform, the Agreement will automatically terminate unless Resolute agrees, in its sole discretion, to extend the Evaluation Period.
    2. ALL TRIAL ACCOUNTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. TRIAL ACCOUNTS MAY BE SUSPENDED, TERMINATED, OR DISCONTINUED AT ANY TIME AT RESOLUTE'S SOLE DISCRETION. RESOLUTE DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT (INCLUDING LIABILITY OTHERWISE PROVIDED FOR UNDER SECTION 9 (LIMITATION OF LIABILITY)) FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A TRIAL ACCOUNT, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO SUBSCRIBER CONTENT. ANY CONFIGURATIONS OR SUBSCRIBER CONTENT ENTERED INTO A TRIAL ACCOUNT, AND ANY CUSTOMIZATIONS MADE TO A TRIAL ACCOUNT BY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST IF THE TRIAL ACCOUNT IS SUSPENDED, TERMINATED, OR DISCONTINUED. RESOLUTE'S INDEMNITY OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION; RELEASE) DO NOT APPLY TO TRIAL ACCOUNTS.
  12. BETA SERVICES

    1. From time to time, Resolute may offer services and/or data sets identified as beta, preview, non-production, evaluation or by a description of similar import ("Beta Services"). Subscriber may accept or decline Beta Services. If accepted by Subscriber, Beta Services: (a) are provided only for evaluation purposes; (b) may not be relied on by Subscriber for production use; (c) may not be supported; and (d) may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire on the date that a version of the Beta Services becomes generally available or is discontinued. Resolute may discontinue Beta Services at any time in its sole discretion and may never make Beta Services generally available. ALL BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. BETA SERVICES MAY BE TERMINATED AT ANY TIME. RESOLUTE DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THIS AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO SUBSCRIBER CONTENT. ANY CONFIGURATIONS OR SUBSCRIBER CONTENT ENTERED INTO BETA SERVICES, AND ANY CUSTOMIZATIONS MADE TO BETA SERVICES BY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST IF THE BETA SERVICES ARE SUSPENDED, TERMINATED, OR DISCONTINUED.
  13. ANTI-CORRUPTION

    1. Subscriber has not received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any person or entity in connection with the Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If Subscriber becomes aware of any violation of the above restriction, Subscriber will promptly notify Resolute's General Counsel at legal@resolute.ai.