Thanks for using our products and services (“Services”). The Services are provided by Resolute Labs Inc. (“Resolute Labs”), located at 149 New Montgomery Street 4th Floor, San Francisco, CA 94105, United States. The Services are intended to be used by authorized clients (“Client”) only.
By using our Services, you are agreeing to these terms. Please read them carefully.
These Terms of Service govern the access and use by the Client of any services (the “Services”) provided to the Client from Resolute Labs. Resolute Labs and Client may be referred to individually as a “Party” and collectively as the “Parties”.
Client may purchase subscriptions and access to the Services, by executing one or more order forms (“Order Forms”) with Resolute Labs. Resolute Labs will provide the Services identified in the Order Form(s) pursuant to these Terms and Conditions.
If applicable, Resolute Labs will provide training, onboarding services, and support as specified on the applicable Order Form(s). Resolute Labs may communicate directly with any end user of Client with respect to any support, training, product updates, release notes, best practices or other information related to any Services.
In consideration for the Services, Client agrees to pay Resolute Labs the fees set forth in any applicable Order Form(s) (collectively, the “Fees”). All Fees are non-refundable.
Unless otherwise set forth in an Order Form, Client will pay to Resolute Labs (by wire transfer or other method mutually acceptable to the Parties) all Fees within thirty (30) days of the applicable invoice. Late payment of Fees may be subject to interest on the past due amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
All Fees are exclusive of, and Client shall pay, all taxes, duties, and assessments, however designated, which are levied or imposed upon such Fees, excluding only taxes based on Resolute Labs net income. Except as otherwise expressly set forth in an Order Form, Fees do not include travel expenses and Client shall pay all costs of agreed-upon travel (if any).
The “Initial Term” of each Order Form will commence on the Effective Date set forth on such Order Form, and will continue until the date set forth on such Order Form. Unless otherwise set forth on the relevant Order Form, each Order Form will automatically renew after the Initial Term for successive renewal terms of the duration identified on that Order Form (each a “Renewal Term”), unless either Party gives prior notice of its intent not to renew such Order Form at least thirty (30) days prior to the end of the Initial Term or then-current Renewal Term. Resolute Labs may increase the Fees due under Order Forms for the applicable Renewal Term (if any) by providing notice to Client of such increase at least sixty (60) days before the commencement of the upcoming Renewal Term.
The “Term” of this Agreement will commence on the Effective Date specified in the first Order Form and will continue until either (a) this Agreement is terminated in accordance with Section 5 below, or (b) all Order Forms under this Agreement have expired or been terminated in accordance with this Agreement.
Notwithstanding anything to the contrary in this Agreement, either Party may terminate this Agreement if the other Party materially fails to perform or observe any term or condition in this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach from the non-breaching Party.
The following sections of this Agreement will survive termination or expiration of this Agreement for any reason: Sections 3, 5.2, and 6.3-12. All other rights and obligations of the Parties under this Agreement will expire and terminate upon the earlier of the termination or expiration of this Agreement. At expiration, Resolute Labs shall delete Client Data within 30 (thirty) days upon request.
Subject to the terms and conditions of this Agreement and the applicable Order Form(s), Resolute Labs hereby grants to Client a limited, worldwide, nonexclusive, non-transferable, royalty-free right and license (without the right to sublicense), during the applicable Order Form Term(s), to access and use the Services.
Client acknowledges and agrees that the provision of the Resolute Labs Services to Client may require the use of Client Data (defined below) and that Resolute Labs is permitted to use such Client Data for the provision of the Resolute Labs Services to Client and that such right shall immediately terminate upon the termination or expiration of this Agreement. As between Client and Resolute Labs, Client will retain sole and exclusive ownership of all Client Data. “Client Data” means confidential or proprietary data supplied by Client or end users of Client (“Users”) to Resolute Labs through the use of the Resolute Labs Service. Client Data will be void of sensitive personal information (e.g., Client will not pass to Resolute Labs or store inside the Resolute Labs website or space (“Site”) sensitive personal information including, but not limited to, date of birth, Social Security number, driver’s license number, other government-issued identification number, financial account number, credit or debit card number, insurance ID or account number, health or medical information, consumer reports, background checks, biometric data, digital signatures, any code or password that could be used to gain access to financial resources, or any other unique identifier of a user or individual). For purposes of clarity, information that is reasonably in scope of this Agreement is personal information limited to: name, work email, title, office location, and office phone number. Notwithstanding the foregoing, Client Data does not include Resolute Labs’ Aggregated Anonymous Data (defined below).
Client may use the Services only as permitted under this Agreement and the applicable Order Form(s) and in compliance with all applicable laws. Without limiting the foregoing, Client will not copy, modify, make derivative works of, disassemble, reverse engineer, decompile or in any way attempt to extract the source code of the Services, or any component thereof. Resolute Labs retains all title, ownership, and, except for the limited license granted pursuant to Section 6.1, other rights in and to the Services, including, without limitation, any and all intellectual property rights associated with the Services.
Client agrees that Client is responsible for maintaining the confidentiality of Client’s username, account number and passwords and responsible for any unauthorized usage by Client or Users. Each Party agrees to immediately notify the Other Party of any unauthorized use of Client’s account of which Party becomes aware.
Client agrees that it is solely responsible for the content of all visual, written or audible communications, files, documents, videos, recordings, and any other material (“Content”) displayed, posted, uploaded, stored, exchanged or transmitted on or through the Service. Under no circumstances will Resolute Labs be liable to Client for any loss or damages: (i) arising from any Content, or Content related errors or omissions; or (ii) incurred as a result of the use of, access to, or denial of access to the Content. Client understands and agrees that by displaying, posting, uploading, storing, exchanging or transmitting Content while using the Services or otherwise providing Content to a Resolute Labs Site, Resolute Labs has no control over what Client or its Users of any of the Services post or submit to a Site and cannot guarantee the accuracy of any information submitted by any User. Client shall contact Resolute Labs Client Support if Client becomes aware of misuse of the Services by any person. Resolute Labs may without notice or liability investigate any complaints or suspected violations of this Agreement that come to its attention and may take any action that it believes is appropriate, including, but not limited to, rejecting, refusing to post, or removing any Content, or other data, or restricting, suspending, or terminating Client or any User’s access to a Site or Services, however, Resolute Labs also reserves the right not to take any action.
Resolute Labs will maintain commercially reasonably administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Client Data. This includes storing data in data centers whose operations have been accredited under ISO 27001, SOC 1 and SOC 2/SSAE 16/ISAE 3402, PCI Level 1, FISMA Moderate, and Sarbanes-Oxley (SOX). Resolute Labs uses a software architecture that protects Client Data against any unauthorized use, where it is only accessible by approved users while logged-in through an encrypted password.
Resolute Labs will use Client Data consistent with the Resolute Labs’ privacy notice at https://app.resolutelabs.io/privacy (the “Privacy Notice”). While Resolute Labs reserves the right to update or change its Privacy Notice from time to time by posting a revised version of such Privacy Notice at the foregoing link, Resolute Labs will notify Users of any material changes via email. Both Parties acknowledge and agree that if Client passes personal information to Resolute Labs, Client is responsible for communicating said personal information in a secure manner.
Resolute Labs may aggregate the metadata and usage data of Client so that the results are non-personally identifiable with respect to Client or User (“Aggregated Anonymous Data”). The Aggregated Anonymous Data will be deemed Resolute Labs’ Technology, and Client acknowledges that Resolute Labs may use the Aggregated Anonymous Data (i) for its own internal, statistical analysis, (ii) to develop and improve the Services, and (iii) to create and distribute reports and other materials regarding use of the Services. For purposes of clarity, nothing in this Section 6.7 gives Resolute Labs the right to publicly identify Client as the source of any Aggregated Anonymous Data without Client’s prior written consent.
Each Party (each a “Receiving Party”) agrees that it shall use and reproduce the Confidential Information of the other Party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement, and only to the extent necessary for such purposes, and shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a need to know, and shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The foregoing obligations shall be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict disclosure and use of its own information, but not less than reasonable care. All third parties to whom the Receiving Party discloses Confidential Information must be bound in writing by obligations of confidentiality and non-use at least as protective of such information as this Agreement. Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure. For purposes of this Agreement, “Confidential Information” means information and tangible materials disclosed by the Disclosing Party or its affiliate (collectively “Discloser”) to the Receiving Party or its affiliates under the Agreement with respect to which a reasonable person would have an expectation of confidentiality because (i) the tangible materials have a “Confidential” or similar marking, or (ii) the information and materials are disclosed in circumstances where the Receiving Party reasonably should understand such information and materials are to be treated as confidential, whether or not marked “Confidential” (including, without limitation, the Disclosing Party and any third party’s information and materials relating to any of the following – inventions or trade secrets; proprietary software or other technology; pricing and discounting of products or services; company finances; personally-identifiable information; data; the features and performance of products and services; employees and contractors; Clients; business partners; strategies, plans, forecasts and opportunities; research and development; and concepts, know-how, design and techniques). Resolute Labs Technology is regarded as Resolute Labs’ Confidential Information.
Notwithstanding anything to the contrary herein, neither Party shall be liable for using or disclosing information that such Party can prove: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; or (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights.
Client may be asked to provide suggestions, ideas, recommendations, bug fixes, corrections, or other feedback (“Feedback”) regarding the Service(s), though Client is under no obligation to provide Feedback. Client agrees that if Client provides Feedback, Resolute Labs is free to reproduce, make, use, create derivative works of, publicly perform, display, import, transmit, distribute, license, sell, offer to sell, or otherwise dispose of such Feedback without payment of compensation or any other obligation of any kind to Client.
All Confidential Information, including, without limitation, all copies of Confidential Information exchanged under the Agreement, is and will remain the property of the Disclosing Party and/or Disclosing Party’s licensors.
Client retains copyright and any other rights it already holds in Content which Client submits, stores, posts or displays on or through, the Services. Client may not post, store, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Resolute Labs may deny access to the Sites or the Services to any User who is alleged to infringe another party’s copyright.
Resolute Labs may include Client’s name or logo in Resolute Labs’ Client lists, and Client will participate, as reasonably requested by Resolute Labs and at no out-of-pocket cost to Client, in the Resolute Labs reference program by working with a Resolute Labs representative to develop a Client profile for use on Resolute Labs.com and for other marketing activities. Resolute Labs hereby grants Client the right to use and distribute any and all co-marketing and promotional elements created by Resolute Labs, provided Client pays for its own applicable distribution fees (if any).
If by mutual written agreement between the Parties, Resolute Labs creates a co-branded Service website as part of the delivery of Services, then Client agrees that Resolute Labs may use Client’s name, logo, and other trademarks or service marks of Client (collectively “Client’s Trademarks”) to create said co-branded Service website as part of delivery of the Services. Nothing in this Agreement transfers to Resolute Labs any right, title, or interest in or to the Client’s Trademarks, and all goodwill arising from use of the Client’s Trademarks will inure to the Client’s benefit.
Client acknowledges that in using the Resolute Labs Services, Client may have access to or might be permitted to use documents, software, works of authorship, inventions, technology, hardware, products, processes, algorithms, user interfaces, know-how, trade secrets, techniques, designs, and other tangible or intangible technical material or information (collectively, “Resolute Labs Technology”), and that the Resolute Labs Technology is covered by or subject to Intellectual property rights owned or licensed by Resolute Labs (collectively, “Resolute Labs IP Rights”). Except in connection with the license granted pursuant to Section 6.1, no license or other rights in or to the Resolute Labs Technology or Resolute Labs IP Rights, even if developed, invented, delivered, or authored by Resolute Labs under or in connection with this Agreement, are granted, assigned, licensed or conveyed to Client, and all such Resolute Labs Technology and Resolute Labs IP Rights are hereby expressly reserved exclusively by Resolute Labs.
EXCEPT TO THE EXTENT EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT (OR OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER), THE Resolute Labs SERVICE AND Resolute Labs TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND Resolute Labs MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. Resolute Labs AND ITS AFFILIATES AND LICENSORS HEREBY SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Resolute Labs AND ITS AFFILIATES AND LICENSORS FURTHER DO NOT REPRESENT OR WARRANT THAT THE Resolute Labs SERVICE OR ANY INFORMATION PROVIDED THEREFROM WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES, NOR DOES Resolute Labs WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF COMMUNICATIONS MADE THROUGH THE Resolute Labs SERVICE.
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES. THE LIMITATIONS IN THIS SECTION 10 APPLY REGARDLESS OF (i) WHETHER EITHER PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) THE FORM OF CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE). THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
EXCEPT IN CONNECTION WITH EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS (SECTION 7), EITHER PARTY’S LIABILITY AND OBLIGATION TO THE OTHER WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID (OR DUE) BY Client HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL THE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY Client HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
Resolute Labs shall indemnify, defend and hold harmless Client and its officers, directors, consultants, employees, successors and permitted assigns from and against any claim, demand or action of an unaffiliated third-party that the technology underlying the Resolute Labs Services infringes or misappropriates any copyright or patent, or any third party intellectual property right. Client shall indemnify, defend and hold harmless Resolute Labs and its officers, directors, consultants, employees, successors and permitted assigns from and against any claim, demand or action made or brought against Resolute Labs by an unaffiliated third party alleging that Client’s Content or other data or use of any Service in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law.
The Parties’ obligations under Section 11 are the Parties’ entire respective liability and sole and exclusive remedies for infringement or misappropriation actions and third party liability of any kind relating to this Agreement, and are conditioned upon the indemnified company and individuals: (a) providing the indemnifying Party with prompt written notice of the lawsuit or action (though any failure to give notice will only affect the indemnifying Party’s obligations to the extent such failure materially impaired the indemnifying Party’s ability to effectively defend or settle the lawsuit or action); (b) giving the indemnifying Party sole control of the defense of the lawsuit or action and any related settlement negotiations (though the indemnified company and individuals may participate in the defense and settlement at their own expense, and the indemnifying Party may not enter into any settlement that adversely affects the indemnified company and individuals’ respective interests to a material degree without their written consent); and (c) providing to the indemnifying Party (at the indemnifying Party’s expense) all assistance, information and authority reasonably required to effectively defend or settle the lawsuit or action.
The laws of the State of California and the United States, without regard to any conflicts-of-laws provisions or rules, govern the Agreement. The exclusive jurisdiction and venue for any legal proceedings or actions arising out of or relating to the Agreement will be the California State and U.S. federal courts located in San Francisco County, California, and both Parties hereby submit to the personal jurisdiction of those courts and irrevocably waive any objection they may have to such venue.
If the Parties litigate any issue relating to the Agreement, the prevailing Party will be entitled to recover its reasonable attorneys’ fees, costs and expenses (including, without limitation, expert witness fees and costs of appeal).
The Parties acknowledge and agree that any breach or threatened breach of the Agreement may cause harm for which money damages may not provide an adequate remedy. Accordingly, the Parties agree that in the event of a breach or threatened breach of the Agreement, in addition to any other available remedies, each Party may seek temporary and permanent injunctive relief without the need to post any bond or other security that otherwise may be required under applicable law.
Neither Party shall assign or transfer, by operation of law or otherwise, any rights or obligations under this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets not involving a direct competitor of the other Party.
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. If a court of competent jurisdiction finds any provision of the Agreement to be unenforceable or invalid, then to the maximum extent permitted by law, that provision will be modified and interpreted to accomplish the objectives of such provision, or severed, and the remaining provisions will remain in full force and effect. Each Party has had a reasonable opportunity to participate in the drafting of the Agreement, and to consult its own counsel with respect to that drafting; accordingly, no ambiguity in the Agreement will be construed against either Party by virtue of such Party’s role in drafting the Agreement. The Agreement does not obligate either Party to proceed with any other activities. The Agreement also does not give rise to any expectation of compensation, or to any other inducement to take (or refrain from) any other action except as expressly set forth in the Agreement.
Any notices required under the Agreement shall be in writing (email being sufficient) and addressed to the person identified in an Order Form or, if no such person is identified, to the signatories of the Order Form.
The Agreement may be signed in duplicate originals, or in separate counterparts, which are effective as if the Parties signed a single original. A facsimile, scanned, pdf or other electronic version of an original signature transmitted to the other Party is effective as though the original were sent to the other Party.
The Agreement (including the Order Form and its Exhibits) constitute the entire agreement between the Parties regarding this subject matter, and supersede all prior agreements, representations and understandings, oral or written, between the Parties regarding this subject matter. The Agreement may not be amended, modified or supplemented except by a written amendment signed by an authorized representative of each Party.