Signup Terms
BY CLICKING ON THE “ACCEPT” OR “”SUBMIT” BUTTON, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“YOU,” “YOUR,” “YOURS” OR “EVALUATOR”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY THIS SETSAIL TECHNOLOGIES, INC. (“SETSAIL”) EVALUATION LICENSE AGREEMENT (“AGREEMENT”), AND HEREBY REPRESENT THAT YOU ARE AUTHORIZED TO BIND EVALUATOR. YOUR CONTINUED USE OF THE SERVICE (AS DEFINED BELOW) WILL CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, IMMEDIATELY CEASE USE, AND YOU WILL HAVE NO RIGHT TO USE THE SERVICE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE ALL OF THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.
1. Evaluation License.
Subject to all the terms of this Agreement and at no charge to Evaluator, SetSail grants Evaluator a non-exclusive right to access and use the free version of SetSail AI (the “Service”) solely for Evaluator’s internal evaluation (and only in accordance with SetSail’s written documentation – if any) and for no other purpose.
2. Restrictions; Obligations; Confidentiality.
Evaluator will not, directly or indirectly: (i) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to or attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, Documentation or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) copy, modify, translate, or create derivative works of the Service or Software, in whole or in part; (iii) use or access the Service or Software for timesharing or service bureau purposes or for any purpose other than for the internal benefit of Customer as set forth in this Agreement; (iv) rent, lease, lend, sell (or re-sell), license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Software; (v) remove any product identification, proprietary, copyright or other notices from the Service or Software; (v) use the Service or Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable laws or regulations (including but not limited to any privacy laws, and laws or regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (vi) use the Software as part of an activity that can be perceived as threatening, harassing, anti-competitive, misleading, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable; (vii) use the Software in connection with any individual credit, employment or insurance decisions, or to create or contribute to a “Consumer Report” as set forth in the U.S. Fair Credit Reporting Act; (viii) use the Software to develop a business offering that competes with the Software; (ix) or (x) permit any third party to do any of the foregoing. Evaluator will use reasonable efforts to prevent any unauthorized use of the Services or the Software, and will promptly notify SetSail of any unauthorized use that comes to Evaluator’s attention and provide all reasonable cooperation to prevent and terminate such use. Evaluator will use the Service for lawful purposes only and in compliance with all applicable local, state, national and foreign laws, treaties and regulations (including those related to data privacy, such as the General Data Protection Regulation, mass email, spam, consumer protection, unfair competition and false advertising, international communications, export laws and the transmission of technical or personal data laws). Evaluator will obtain all permissions and consents required by SetSail for the use of Evaluator information in connection with the performance of the Software. Any technical, financial or other information provided by one party hereunder to the other and designated as confidential or proprietary will be held in confidence and not disclosed or use, except as expressly provided herein. This obligation will not apply to information that is generally and freely publicly available through no fault of the receiving party, or that receiving party otherwise rightfully obtains from third parties without restriction.
3. Data; Ownership; Feedback.
In the event and to the extent that any data, information or other content provided, uploaded, or submitted by Evaluator to the Services in the course of using the Service contains Personal Data that is subject to certain Data Protection Laws, the Data Processing Addendum (located at https://www.setsail.co/legal/dpa (the “DPA”) is hereby included and incorporated into this Agreement. Capitalized terms not defined herein will have the meaning given to them in the DPA. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and SetSail retains all right, title and interest (including intellectual property and other proprietary rights) in and to the Service and anything else created in pursuant to the Agreement, including but not limited to all copies, improvements, modifications and derivative works thereof, related documentation and materials. If Evaluator provides SetSail with any data, results, analyses, suggestions or other feedback or information in relation to the Service (collectively, “Feedback”), then Evaluator hereby grants to SetSail a perpetual, irrevocable, non-exclusive, sublicensable, transferrable license to use such Feedback for any purpose, including all related intellectual property rights.
4. Term and Termination.
This Agreement may be terminated by either party for any reason. After termination, if Evaluator desires to continue using the Service, Evaluator should contact SetSail to obtain pricing and other terms applicable to commercial use. Upon any termination, Evaluator will immediately cease all use of the Service and return all confidential information to SetSail (including all copies and extracts thereof). The provisions of this Agreement which by their nature should survive termination will survive.
5. Warranty Disclaimer.
THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SETSAIL MAKES NO PROMISE THAT THE USE OR OPERATION OF THE SERVICE WILL MEET EVALUATOR’S REQUIREMENTS, RESULT IN ANY OUTCOME, OR BE ERROR-FREE OR UNINTERRUPTED. SETSAIL AND ITS LICENSORS AND PROVIDERS HEREBY DISCLAIM ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, RELATING TO THE SERVICE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NONNFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. Limitation of Liability.
EXCEPT TO THE EXTENT PROHIBITED BY ANY APPLICABLE LAWS OR REGULATIONS, IN NO EVENT WILL SETSAIL OR ITS LICENSORS BE LIABLE TO EVALUATOR OR ANY THIRD PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY CAUSE WHATSOEVER REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR (A) ANY LOSS OR INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, OR COST TO PROCURE SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (B) ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OPPORTUNITY, BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (C) AGGREGATE DAMAGES IN EXCESS OF US $100, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
7. Miscellaneous.
Neither this Agreement nor the licenses granted hereunder are assignable or transferable; any attempt to do so will be void. SetSail may assign this Agreement in whole or in part. Any notice, report, approval or consent required or permitted hereunder will be in writing. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement will be deemed to have been made in, and will be construed pursuant to the laws of the State of California, without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney’s fees and costs in connection with such action.
The individual executing this Agreement on behalf of a corporation or other legal entity personally represents that he or she is duly authorized to do so and that this Agreement is binding on that entity.
