SignalsIQ | Document Workflow and Risk Management with AI Agents

Terms of Service

SignalsIQ, Inc. Terms of Service. Effective day 8th Aug 2024

1. Introduction

These Terms of Service ("Terms," "Agreement") outline the conditions of your ("Customer," "User," "your," or "you") use of the services provided by SignalsIQ ("SignalsIQ," "we," "us," or "our"). This Agreement is a legally binding contract between you and SignalsIQ.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES PROVIDED BY SIGNALSIQ.

Any capitalized terms not defined here will have the meanings given to them in our Terms of Use and/or Privacy Policy.

PLEASE BE AWARE THAT THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION CLAUSE THAT REQUIRES DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION, LIMITING THE LEGAL REMEDIES AVAILABLE TO YOU. ALL DISPUTES RELATED TO THIS AGREEMENT, YOUR ACCOUNT, OR THE SERVICES MUST BE HANDLED THROUGH BINDING INDIVIDUAL ARBITRATION. REFER TO SECTION 13.8 FOR MORE INFORMATION.

THIS AGREEMENT ALSO INCLUDES AN AUTO-RENEWAL PROVISION. PLEASE REVIEW SECTION 8.1 TO UNDERSTAND YOUR RIGHTS AND RESPONSIBILITIES UNDER THIS PROVISION.

2. Acceptance of the Terms of Service

By creating and registering an account with us on our website located at www.signalsiq.ai ("Website") or at app.signalsiq.ai ("Website"), by completing one or more order forms that refer to these terms (each an "Order"), or by accessing or using the service in any way, you agree to be bound by these terms (together with all order forms, the "Agreement"), to the exclusion of any other terms. You affirm and warrant that (A) you are at least 18 years old; (B) you have the authority to enter into this Agreement; and (C) if you are entering into this Agreement on behalf of an organization or entity, you have the authority to bind that organization and its affiliates to these terms, in which case "Customer," "you," and "your" will refer to that organization and its affiliates. If you do not have such authority or do not agree to these terms, you may not use or access the services in any manner. If these terms are considered an offer, acceptance is expressly limited to these terms.

3. Service & License

3.1 Services. SignalsIQ offers "Services" to its customers. For the purposes of this Agreement, "Services" refers to the software services provided by SignalsIQ to the customer, as fully described in the applicable "Order" (as defined in Section 3.3). Upon receiving the applicable fees (as detailed in the Order) from the customer, SignalsIQ will make commercially reasonable efforts to provide the Services to the customer, in accordance with the terms of this Agreement and the applicable Order.

3.2 License to SignalsIQ Services. SignalsIQ grants the customer, for the Term (as defined in Section 8.1), a limited, non-exclusive, non-sublicensable, non-transferable, and non-assignable right to access and use the Services. This use of the Services by the customer is authorized solely for the customer's internal business purposes and is subject to any additional limitations and restrictions specified in the applicable Order.

3.3 On-premises Deployment. If, under an applicable Order, the customer accesses SignalsIQ services through an on-premises deployment via a Docker container or otherwise, the right to access such services is limited to the period specified in the Order. Unless otherwise stated in the applicable Order, the right to use the Services through such deployment is limited, non-exclusive, non-sublicensable, non-transferable, and non-assignable. Upon the expiration of the applicable service period, the customer must destroy and permanently delete all SignalsIQ data from their premises and provide proof of such destruction to SignalsIQ. SignalsIQ reserves the right to inspect and audit the customer's servers for SignalsIQ usage data and evidence of any violation of the limited license for one (1) year after the service period ends. Any unauthorized consumption of additional licenses will be considered a material breach of this Agreement, remediable only by making a pro-rata payment to SignalsIQ. If a SignalsIQ partner or reseller provides on-premises deployment to its customer ("End Customer"), the partner must ensure it has similar rights in writing regarding the End Customer's servers.

3.4 Order. For the purposes of this Agreement, an "Order" refers to an order form or similar document (including online order forms) that outlines the Services being provided under this Agreement and the fees payable by the customer to SignalsIQ. The Order may also detail service level terms, if any. In the event of a conflict between the Order and the Terms of Service, the Order will take precedence.

3.5 Trials. If the customer accesses or uses the Service on a trial or evaluation basis, as indicated in the corresponding Order ("Trial"), the customer may use the Services during the Trial period, provided such use does not exceed the service levels outlined in the Order. The customer acknowledges and agrees that the Trial is provided "as-is," without indemnification, support, warranties, or representations of any kind. The Trial may also be subject to additional restrictions, limitations, and differing terms, all specified in the Order. Notwithstanding any other provision, the Service is provided "as-is" for the purposes of the Trial, with no representations, warranties, or indemnities.

3.6 No-fee Access. If the customer accesses or uses the Service on a no-fee basis ("Limited Use"), the customer may use the Services during this period, provided such use does not exceed the service levels specified on the SignalsIQ website for Limited Use. The customer acknowledges and agrees that the Limited Use is provided "as-is," without indemnification, support, warranties, or representations of any kind. Furthermore, the customer acknowledges that SignalsIQ may terminate the Limited Use at any time, for any reason, or modify the applicable terms by posting a notice on the SignalsIQ website.

3.7 Support Services. During the Term, SignalsIQ may provide customers with support services ("Support Services"). The customer acknowledges that these Support Services may be subject to additional fees as specified in the applicable Order. Details regarding the provision of Support Services by SignalsIQ will be outlined in the Order.

3.8 Service Suspensions. SignalsIQ may suspend the customer's access to or use of the Services under the following conditions: (a) immediately, if SignalsIQ reasonably believes the customer's use of the Services poses a security risk or may adversely affect the Services; (b) immediately, if the customer becomes insolvent, ceases operations, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (c) after providing thirty (30) days written notice if the customer breaches this Agreement or any Order and fails to cure such breach, if possible, within thirty (30) days of receiving notice; or (d) if the customer fails to pay SignalsIQ the fees related to the Services.

4. Restrictions & Reservations

4.1 Usage Restrictions. The customer agrees to use the Services in compliance with all applicable laws, including but not limited to data protection and privacy laws in the United States, the European Union, and other jurisdictions. The customer agrees not to, and will not permit any third party to: (i) remove or modify any proprietary notices or labels on the Services or any part thereof; (ii) attempt to reverse engineer, decompile, disassemble, or otherwise uncover the underlying structure, concepts, or algorithms of the Services or any software utilized to deliver the Services; or (iii) rent, resell, or permit third parties to access or use the Services.

4.2 Ownership Rights. You acknowledge that the Services are provided under a license (as outlined in Section 3.2) and not sold to you. This Agreement does not convey any title or ownership rights in any copyrights, patents, trademarks, trade secrets, or other proprietary rights related to the Services, except as necessary to access and use them. SignalsIQ, along with its licensors and service providers, reserves and retains all rights, titles, and interests in the Services, including all associated copyrights, trademarks, and intellectual property rights, except for the limited rights expressly granted to you under this Agreement.

4. Restrictions & Reservations

5. Proprietary Rights

5.1 Ownership. SignalsIQ holds all rights, titles, and interests, whether existing previously or developed under this Agreement, in the Services, including any associated software, products, works, or intellectual property created, used, or provided in connection with the Services. This includes ownership of the "Service Software," which is integrated into the Services. For the purposes of this Agreement, "Service Software" refers to any software code, computer programs, documentation, new versions, updates, enhancements, upgrades, revisions, improvements, and modifications developed by SignalsIQ or third parties and incorporated into the Services. The customer acknowledges that all rights to the Service Software are owned by SignalsIQ. Subject to compliance with this Agreement and payment of all applicable fees, SignalsIQ grants the customer a limited, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to use the Service Software solely as needed to utilize the Services.

5.2 Restrictions. The customer agrees not to: (a) exceed the scope of the licenses granted in Section 5.1; (b) make copies of the Service Software; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share, or otherwise transfer the benefits of, use under, or rights to, the licenses granted in Sections 3.2 and 5.1; (d) attempt to reverse engineer, decompile, disassemble, or discover the source code, structure, or algorithms of the software, except where legally allowed; (e) modify, translate, or create derivative works based on the Service Software; (f) remove any copyright, trademark, patent, or proprietary notices from the Service Software or its copies; or (g) combine or distribute any of the Service Software with third-party software under terms that require the software (or associated intellectual property rights) to be provided in source code form, licensed to others for derivative works, or distributed without charge.

5.3 Feedback. If the customer provides suggestions, comments, or feedback regarding the Services ("Feedback"), the customer grants SignalsIQ a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and implement this Feedback for any purpose.

5.4 Disclaimer. This Agreement does not restrict SignalsIQ's right to develop, acquire, license, market, promote, or distribute products, software, or technologies that perform the same or similar functions as, or compete with, any products, software, or technologies that the customer may develop, produce, market, or distribute.

6. Data Privacy

6.1 SignalsIQ Privacy Policy. SignalsIQ's current Privacy Policy is available at https://signalsiq.ai/privacy (the "Privacy Policy"), which is incorporated by reference into this Agreement. Please review the Privacy Policy to understand SignalsIQ's practices regarding the collection, use, and disclosure of information through the Services.

6.2 Customer Data. The Customer retains ownership of all data, information, or other materials provided, uploaded, or submitted to the Service ("Customer Data"). The Customer is solely responsible for ensuring the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, as well as the ownership or right to use such data. SignalsIQ is granted a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, collect, transfer, and process Customer Data solely for the purpose of delivering the Services under the applicable Order and this Agreement.

6.3 Derived Data. The Customer understands that SignalsIQ may generate "Derived Data" from Customer Data. "Derived Data" refers to data that SignalsIQ submits to, collects from, or generates from Customer Data in connection with the Customer's use of the Services. The Customer agrees that SignalsIQ may use Derived Data for its internal business purposes, including improving, testing, operating, promoting, and marketing SignalsIQ's products and services.

6.4 Customer Responsibility; Customer Data. The Customer is solely responsible for all aspects of Customer Data, including but not limited to: (a) compliance with applicable laws and this Agreement; (b) any claims related to Customer Data; (c) any claims that Customer Data infringes on or violates third-party rights; and (d) backing up and maintaining Customer Data.

6.5 GDPR Reference. If SignalsIQ processes the Customer's "Personal Data" under this Agreement, and such data is subject to the EU General Data Protection Regulation (GDPR), the Customer may request a Data Processing Agreement (DPA) with SignalsIQ. Under the DPA, SignalsIQ will act as the data "Processor" and the Customer as the data "Controller." The processing of Personal Data under this Agreement will be governed by SignalsIQ's DPA. You can request to enter into the SignalsIQ DPA by sending a request to: legal@signalsiq.ai. All capitalized terms not defined in this Section 6.5 shall have the same meaning as in Article 4 of the GDPR.

6.6 SignalsIQ's Responsibility; Customer Data. SignalsIQ will make commercially reasonable efforts to ensure the security and integrity of the Services and all Customer Data it controls. SignalsIQ is not responsible for unauthorized access to Customer Data or unauthorized use of the Services unless such access results from SignalsIQ's gross negligence or willful misconduct. The Customer is responsible for all use of the Services by individuals to whom it has granted access, even if such use was unauthorized. SignalsIQ reserves the right to retain Customer Data for up to thirty (30) days after the termination or expiration of the corresponding Order. After this period, the Customer agrees that Customer Data may be permanently deleted.

7. Fees, Orders, and Taxes

7.1 Fees. The Customer agrees to pay SignalsIQ the fees specified in each applicable Order (collectively referred to as the "Fees"). The Customer acknowledges that they have no right to return the Services and that all Fees are non-refundable. In the event that SignalsIQ must initiate legal proceedings to collect unpaid fees, the Customer will be responsible for all associated collection costs.

7.2 Additional Services. The Customer may order additional Services or extend the term of existing Services by submitting an Order form that includes the relevant details, which must be agreed upon in writing by both parties and reference the terms and conditions of this Agreement.

7.3 Taxes. If SignalsIQ is legally obligated to pay or collect taxes for which the Customer is responsible, such as sales, use, transfer, privilege, excise, and other taxes or duties imposed due to SignalsIQ's performance of Services under this Agreement, the appropriate amount will be invoiced to and paid by the Customer. This is unless the Customer provides SignalsIQ with a valid tax exemption certificate issued by the relevant tax authority. All payments to SignalsIQ under this Agreement will be made without any set-off or deduction for taxes, levies, imposts, charges, withholdings, or duties of any kind, including but not limited to value-added tax, customs duty, and withholding tax.

8. Term and Termination

8.1 Term. This Agreement will begin on the "Effective Date" and, unless terminated earlier in accordance with Section 8, will conclude on the last day of the term specified in the final Order (the "Term"). The Effective Date is the date on which the Customer enters into this Agreement, signs an Order, or begins using our Services under a Trial. Each Order will automatically renew at the end of its term unless either party provides written notice of non-renewal to the other party before the current term ends.

8.2 Termination for Breach. This Agreement and any associated Orders may be terminated: (a) by either party if the other party materially breaches the Agreement, with termination occurring thirty (30) calendar days after written notice of such breach if it is remediable, or immediately upon notice if it is not remediable; or (b) by SignalsIQ with written notice to the Customer if the Customer (i) has made or attempted an assignment for the benefit of creditors or any compositions with creditors, or (ii) has any bankruptcy or insolvency actions or proceedings initiated by or against it that are not dismissed within sixty (60) days.

8.3 Effect of Termination. Upon the expiration or termination of this Agreement, the Customer must (i) immediately stop using the Service, and (ii) return all Confidential Information, software, and other materials and information provided by SignalsIQ. Termination or expiration does not relieve the Customer of the obligation to pay all Fees incurred before termination. If SignalsIQ terminates the Agreement pursuant to Section 8.2 (a), the Customer must pay SignalsIQ all Fees for the entire term specified in the relevant Order(s).

8.4 Survival. The following sections will remain in effect after the termination of this Agreement: Sections 5.1 (Ownership), 8.3 (Effect of Termination), 8.4 (Survival), 9 (Confidentiality), 10.1 (Indemnification by Customer), 12 (Limitation of Liability), and 13 (Miscellaneous).

9. Confidentiality

During the term of this Agreement, either party may share confidential and/or proprietary materials and information ("Confidential Information") with the other party. Any materials and information provided by the disclosing party that are identified at the time of disclosure as "Confidential" or labeled similarly, along with any other information that the receiving party should reasonably recognize as the disclosing party's Confidential Information, shall be considered Confidential Information. This Agreement itself is considered Confidential Information, and all pricing terms are the Confidential Information of SignalsIQ. The receiving party must keep the Confidential Information private and not disclose it to any third party without the disclosing party's prior written consent. The receiving party may only use the Confidential Information internally for the purposes outlined in this Agreement. The obligations in this section do not apply to information that: (a) becomes publicly available without a breach of this Agreement, (b) is independently developed by the receiving party without reference to the Confidential Information, (c) is disclosed to the receiving party by a third party without restriction, or (d) was lawfully in the receiving party's possession before disclosure and was not obtained directly or indirectly from the disclosing party. The receiving party may disclose Confidential Information if required by law or court order, provided that they promptly notify the disclosing party in writing and use their best efforts to limit the disclosure. At any time, upon the disclosing party's written request, the receiving party must return all of the disclosing party's Confidential Information in its possession, including all copies and extracts.