Terms of Use Agreement ResoluteAI

Please read this Terms of Use Agreement ("Agreement") carefully. Resolute Innovation, Inc. ("ResoluteAI") provides access to an online platform ("Platform") that enables end users to search, curate and analyze various public and private datasets (together with the Platform, the “Services"). This Agreement governs the use of the Services unless a separate executed master services agreement is currently in effect between the individual or entity using the Platform and ResoluteAI ("MSA"). By completing the online registration process, executing an Order Form that references this Agreement (an “Order"), or otherwise using the Services in the absence of an MSA, 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 or the MSA, Subscriber may not access or use the Services.

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. The Services shall also be subject to the Privacy Policy and Security & Compliance Policy as modified from time to time.

SERVICES

Grant. 

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

Restrictions. 

Subscriber acknowledges and agrees that the Services are not intended as, do not provide, and Subscriber shall not use the Services 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, sublicense or sell the Services to any third party, including on a service bureau or similar basis; (d) remove, alter or deface proprietary notices or marks in the Services or any documentation provided in connection therewith; (e) perform any, or 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 Services to violate the law or the rights of any third party; or (i) attempt to do any of the foregoing.

Users. 

Subscriber may permit its employees and consultants ("Users") to access and use the Services; provided, that, any such Users are not acting on behalf of direct competitors of ResoluteAI. Subscriber is responsible for providing each User with credentials to access the Platform and ensuring that all Users comply with this Agreement. Each User license is issued to a specific individual via e-mail address and only that User is permitted to use the Platform. User licenses are not permitted to be shared, but may be transferred other individuals so long as such transfers are not frequent and do not replicate sharing the license. Subscriber may increase the number of Users during Initial Term or Renewal Terms by requesting authorization for additional Users licenses from ResoluteAI at support@resolute.ai. Following receipt of that request, ResoluteAI will invoice Subscriber for the number of additional Users Licenses requested on pro-rated basis for the remainder of that Initial Term or Renewal Term. Subscriber and Users must keep Platform credentials secure, and immediately inform ResoluteAI of any suspected unauthorized use of the Services.

Updates and Changes. 

Subscriber acknowledges that ResoluteAI may update, modify and discontinue certain features and functions of the Services from time to time.

UPTIME AND SUPPORT

Availability. 

ResoluteAI 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.

Support. 

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

Training. 

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

Data

Third-Party Content. 

The Platform aggregates and curates various datasets and content ("Third-Party Content") made available through various public and private sources (each, a “Third-Party Provider"). Unless restricted in the Platform, by the applicable Order, or by the Third-Party Content Additional Terms (as modified from time to time), Subscriber and its Users will generally be entitled to search, access, download and print reasonable amounts of Third-Party Content reasonably required for Subscriber’s internal business purposes.

Restrictions.

Subscriber agrees to comply with all applicable Third-Party Provider terms for Third-Party Content accessed via the Platform unless otherwise permitted pursuant to a separate written agreement between Subscriber and the Third-Party Provider. Such terms include those in the Third-Party Content Additional Terms and additional terms as may be supplied to Subscriber within the Platform or directly by the Third-Party Provider. Subscriber agrees to comply with any terms and conditions governing the use of any third-party website or content when accessing a third-party website through the Platform. Third-party websites and content are not provided by ResoluteAI and may not be provided by the Third-Party Providers, and ResoluteAI disclaims any warranties for such websites and content on behalf of itself and the Third-Party Providers. Subscriber may be required to pay for access to content found on third-party websites or if access is provided in the Platform based on Subscriber’s payment of applicable fees to Third-Party Providers. Third-Party Content accessible via a third-party website on the Platform may be subject to access fees that Subscriber must pay directly to such Third-Party Provider.

Unless otherwise permitted under an applicable Order or as permitted by the Third-Party Content Additional Terms, or pursuant to a separate written agreement between Subscriber and the Third-Party Provider, Subscriber must not (a) use or disclose the Third-Party Content beyond the license provided in Section 3.1 (Third-Party Content), (b) download more than a reasonable amount of Third-Party Content, or perform systematic or substantive machine extraction of the Third-Party Content, (c) create a product or service which competes with ResoluteAI or any Third-Party Provider or could be used as a substitute for any portion of the Third-Party Content, or (d) use the Third-Party Content in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way.

Disclaimers.

While ResoluteAI endeavors to utilize reputable sources of Third-Party Content, ResoluteAI 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 or non-infringement of intellectual property rights.

Except where Subscriber has entered into a relevant written agreement directly with a Third-Party Provider, Subscriber has no contract with any Third-Party Provider in respect of the supply or use of any Third-Party Content.  Third-Party Providers do not owe Subscriber any duty of care nor accept any responsibility with respect to Third-Party Content. If an implied contract or duty should be held to exist, ResoluteAI, as agent for each Third-Party Provider and solely for the purpose of the following exclusion, disclaims all liability of each Third-Party Provider for any of Subscriber’s losses which may arise under that implied contract or duty.

Subscriber acknowledges that Third-Party Content does not constitute a recommendation of any kind and is provided for informational purposes only. Subscriber expressly agrees that its use of Third-Party Content is at Subscriber’s own risk.

If required by the Third-Party Provider, the Third-Party Provider shall be a third-party beneficiary of this Agreement in regard to the applicable Third-Party Content and ResoluteAI may assign its rights to the Third-Party Provider to seek equitable relief to enforce this Agreement in regard such Third-Party Content

Availability of Third-Party Content.

If ResoluteAI is required to remove Third-Party Content, or if certain Third-Party Content may violate applicable law or third party rights, ResoluteAI may remove such Third-Party Content without notifying Subscriber in advance. In addition to the termination provisions contained in this Agreement, Subscriber’s rights to the Third Party Data may be terminated by ResoluteAI if Subscriber is in material breach of its obligations imposed pursuant to the Third-Party Content Additional Terms.

Subscriber Content. 

If permitted under an applicable Order, Subscriber may permit its own datasets or other information Subscriber uploads or otherwise makes available to the Platform ("Subscriber Content") to be indexed as part of the Services or to upload copies of its own datasets to the Platform. ResoluteAI warrants and covenants that unless otherwise agreed it will not retain, use, or disclose the Subscriber Content for any purpose other than for facilitating Subscriber’s use of the Platform. 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; (c) Subscriber has all rights and licenses necessary to grant ResoluteAI the license set forth in this Section, and that ResoluteAI's exercise of such license will not require ResoluteAI to pay any third party any amount; and (d) Subscriber shall not store any Subscriber Content comprised of personal information or data, payment or bank information, personal health information or any other data that would require ResoluteAI to comply with any additional data protection, security or privacy laws or regulations. Without limiting any other remedies available to it, ResoluteAI may, in its sole discretion, remove or delete any Subscriber Content that violates the foregoing sentence.

Usage Information. 

ResoluteAI may collect or generate data regarding installation, registration, and use of the Platform, and Platform performance, including response times, load averages, usage statistics, and activity logs, (collectively, "Usage Information"). ResoluteAI may use Usage Information for any purpose, including to enhance ResoluteAI's analytical models, monitor use of the Platform and improve ResoluteAI's products and services; provided that ResoluteAI shall not use any Usage Information publicly other than on an anonymous basis or to provide Subscriber contact details to Third-Party Providers to the extent that they need such details in order to enable them to execute their contractual responsibilities.

INTELLECTUAL PROPERTY

Platform. 

Except for the license granted in Section 1.1, ResoluteAI 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.

Third-Party Content. 

Each Third-Party Provider or its licensors retain all right, title and interest in the applicable Third-Party Content and any derivative works thereof.

Subscriber Intellectual Property

As between the parties, Subscriber owns all right, title and interest in Subscriber Content. Subscriber grants ResoluteAI 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 grants ResoluteAI 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 ResoluteAI in any manner without restriction.

FEES

Fees. 

Subscriber agrees to pay the fees set forth in the applicable Order ("Fees"). If applicable, Fees for the Initial Term (as defined below) will be invoiced in full on the effective date of the Order. The Software or Services will be provided or made available during the Initial Term set forth in the applicable Order & related Confirmation Form, and will thereafter automatically renew for additional periods equal to the Initial Subscription Term, unless either Party provides the other Party with written notice of its intention not to renew at least ninety (90) days prior to expiration of the then-current term (each a “Renewal Term” and collectively, with the Initial Term, the “Subscription Term”). The expiration or termination for any reason of any individual Order Confirmation Form or SOW shall not result in a termination of this Agreement but shall result only in the termination of such Order Confirmation Form or SOW. The provisions of this Agreement relating to the effects of termination shall apply to each Order Confirmation Form and SOW as an independent contract.  All payments are due within the earlier of either a) thirty (30) days of receipt of an invoice or b) within thirty (30) days of the Start of Service, and are non-refundable.

Late Payment. 

ResoluteAI may assess a late payment charge on any Fees which are not reasonably disputed 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, ResoluteAI may suspend access to the Platform until payment is received in full.

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 Services ("Taxes"). Subscriber is responsible for paying all Taxes. If ResoluteAI is obligated by law to pay or collect Taxes for which Subscriber is responsible, ResoluteAI will invoice Subscriber for such Taxes as a separate line item 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 ResoluteAI any information ResoluteAI reasonably requests to determine whether ResoluteAI is obligated to collect Taxes. ResoluteAI is solely responsible for taxes assessable against its income, property, and employees.

Invoicing Terms. 

ResoluteAI 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 within 10 days of execution of the Order and by the first day of any Renewal Term. ResoluteAI may, in addition to other rights, suspend Subscriber’s access to the Platform until such purchase order is issued. If a purchase order is required and Subscriber does not provide purchase order within the initial 10 days, the invoice will remain valid and payable as applicable by Subscriber. Subscriber will promptly notify ResoluteAI of any changes necessary for payment of an invoice or inaccuracies on an invoice. Unless otherwise set forth on an Order or related Confirmation Form, at the end of the Initial Term and each subsequent Renewal Term, the Software subscription will automatically renew in accordance with Section 6. ResoluteAI reserves the right to modify the Fees in connection with any Renewal Term.  Except as set forth in an Order, all Fees payable under this Agreement shall be made in U.S. Dollars. Subscriber will maintain accurate billing information by promptly informing ResoluteAI at support@resolute.ai.

TERM AND TERMINATION

Term. 

This Agreement will become effective on the 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 Term"). Following the expiration of the Initial Term, the Order will automatically renew for successive periods of one year (each, a "Renewal Term"), unless either party notifies the other in writing of its intent not to renew at least ninety (90) days prior to the expiration of the then-current term, or as earlier terminated pursuant to Section 6.2.

Termination. 

Either party may terminate this Agreement for a material breach of the other party that remains uncured 90 days after the breaching party's receipt of notice of such breach. In addition, ResoluteAI may terminate Subscriber’s license to any Third-Party Content immediately if Subscriber is in breach of its obligations imposed by the Third-Party Provider unless ResoluteAI has the right to provide Subscriber with the right to cure such breach.

Effects of Termination. 

Upon expiration or termination of this Agreement, (a) all licenses granted under this Agreement will terminate; and (b) Subscriber will stop using the Services. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

WARRANTIES AND DISCLAIMERS

Mutual. 

ResoluteAI 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.

Disclaimer. 

ASIDE FROM THE LIMITED WARRANTIES IN SECTION 7.1, RESOLUTEAI 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 SERVICES, OR ANY OTHER SERVICES RESOLUTEAI MAY PROVIDE. RESOLUTEAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Not a Freedom to Operate Service. 

The Services are 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 ResoluteAI 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.

INDEMNIFICATION; RELEASE

By ResoluteAI. 

If any third-party claim, suit, or action (a "Claim") is made by a third party against Subscriber based upon a claim that the Platform, as delivered, infringes any third party's intellectual property rights, ResoluteAI shall defend such Claim 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 ResoluteAI's determination is likely to be enjoined, ResoluteAI 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 ResoluteAI and the exclusive remedy of Subscriber against ResoluteAI 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 Trial Services, (iii) Subscriber's breach of this Agreement, (iv) any modification or alteration to the Services not made by ResoluteAI, (v) any combination or use of the Platform with products or services not expressly approved by ResoluteAI or (vi) Subscriber's continued use of the allegedly infringing portion of the Platform after receiving notice from ResoluteAI regarding the same. This indemnity does not apply to Third-Party Content.

By Subscriber. 

If any Claim is made by a third party against ResoluteAI relating to Subscriber's breach of Sections 3.1  (Third-Party Content) or 3.2 (Subscriber Content), Subscriber will defend such action at its own expense on behalf of ResoluteAI and shall pay all damages attributable to such claim which are finally awarded against ResoluteAI or paid in settlement of such claim.

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 Claim, and (b) give the Indemnifying Party the sole control over the defense of such Claim.

LIMITATION OF LIABILITY

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. RESOLUTEAI'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY SUBSCRIBER UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM.

TRIAL SERVICES

ResoluteAI may offer Subscriber Services identified as trial, beta, preview, non-production, evaluation or by a description of similar import ("Trial Services"). Trial Services: (a) are provided only for evaluation purposes; (b) may not be used by Subscriber for commercial or production use; (c) may not be supported by ResoluteAI; and (d) may be subject to additional terms. ResoluteAI will make such Trial Services available to Subscriber on a trial basis 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, (c) the date that a version of the Trial Services in beta mode becomes generally available or is discontinued or (d) termination by ResoluteAI at its sole discretion. If, at the end of the Evaluation Period, Subscriber does not sign up for a paid subscription to a Service, this Agreement will automatically terminate unless ResoluteAI agrees, in its sole discretion, to extend the Evaluation Period. ALL TRIAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. TRIAL SERVICES MAY BE SUSPENDED, TERMINATED OR DISCONTINUED AT ANY TIME AT RESOLUTEAI'S SOLE DISCRETION. RESOLUTEAI DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THIS 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 SERVICE, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO SUBSCRIBER CONTENT. ANY CONFIGURATIONS OR SUBSCRIBER CONTENT ENTERED INTO A TRIAL SERVICES, AND ANY CUSTOMIZATIONS MADE TO A TRIAL SERVICESBY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST IF THE TRIAL SERVICES IS SUSPENDED, TERMINATED, OR DISCONTINUED. RESOLUTEAI'S INDEMNITY OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION; RELEASE) DO NOT APPLY TO TRIAL SERVICES.

ANTI-CORRUPTION

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 this 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 ResoluteAI's General Counsel at legal@resolute.ai.

GENERAL

Governing Law and Venue; Jury Trial.

This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without regard to choice of law principles. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any action arising out this Agreement. Each party waives the right to trial by jury in any action arising out of or relating to this Agreement.

Independent Contractors. 

The parties are independent contractors and this 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.

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 this Agreement is invalid will not affect any other provisions.

Attribution. 

ResoluteAI may use Subscriber's name and logo to identify Subscriber as a ResoluteAI client on the ResoluteAI website and in its marketing materials.

Assignment. 

Neither party may assign this Agreement without the other party's prior written consent, except if that ResoluteAI may assign this Agreement to an affiliate and 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.

Force Majeure. 

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

Notices. 

All legal notices related to this Agreement will be in writing and sent via overnight courier requiring signature on delivery to (i) for ResoluteAI, Resolute Innovation, Inc, Attn: Legal, 1177 Avenue of the Americas Fl 5, New York, NY, 10036, USA and (ii) for Subscriber, Subscriber's address specified on the applicable Order. Operational communications, including changing a party's notice address, may be delivered by email. Subscriber will maintain accurate contact information by updating ResoluteAI at support@resolute.ai.

Entire Agreement; Amendment. 

This Agreement and each Order 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. ResoluteAI may modify this Agreement from time to time in its sole discretion, provided that any changes which limit any rights previously granted to Subscriber shall only be effective upon a renewal of the applicable Services.

Modifications. 

ResoluteAI may change the terms of this Agreement from time to time. ResoluteAI may also notify Subscriber of any updates by email, and Subscriber is solely responsible for maintaining an up-to-date email address. Continued use of the Services will constitute acceptance of the terms and conditions therein; provided that changes which have a material adverse impact on Subscriber’s rights hereunder shall only apply to existing Orders upon the commencement of the following Renewal Term.