Last updated June 3rd, 2023
Please read these Terms of Service carefully before accessing or using our services.
These Terms of Service (“Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “your”, “Customer”) and Whobeta LLC (“we”, “us”, “our”, or “Whobeta”), concerning your access to and use of the Reconify Services as defined in Section 1.
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree with these Terms of Service, then you are expressly prohibited from using the Services and you must discontinue use immediately.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change.
It is your responsibility to periodically review these Terms of Service to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Services after the date such revised Terms of Service are posted.
If you have entered into a separate written agreement (“Order Form”) with Whobeta for your use of the Services, then the terms and conditions of that Order Form will prevail and govern, and any conflicting terms of this Agreement will not be given effect.
“API Interaction” means a request to send data to or receive data from Reconify either through Reconify’s SDK or REST API.
“Customer Data” means any non-public, proprietary data, information, or content provided or uploaded by you to Reconify in connection with your use of the Services under this Agreement.
“Documentation” means any Reconify documentation made available to you for use with the Software, including any API documentation.
“SDK” means the library of code used to send to or receive data from Reconify.
“Services” means the product and services provided by Whobeta (including the websites at www.reconify.com and app.reconify.com, SDKs, as well as any other related products or services that refer to or link to these terms) to provide services, tools, and reports for building, optimizing, testing, and analyzing Generative AI solutions, applications, and results.
“User Account” means an individual account created by the Customer or its authorized users to access and use the Services.
Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services solely for your internal business purposes. The foregoing rights include a non-exclusive, non-transferable license to use and distribute the Reconify SDK tools as may be necessary to provide Customer Data to the Services, provided however that to the extent such SDK tools rely upon or incorporate third party open source software, the license to use such open source software and your rights to it are governed solely by the open source license offered by such third party.
You must register and provide Reconify with current, complete, and accurate information, including email address (username) and password to use the Services. You are responsible for safeguarding the confidentiality of your username(s) and password(s), and for any use or misuse of your account resulting from any third party using a password or username. If you are accepting the Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or legal entity to these Terms of Services. Usernames and passwords cannot be shared or used by more than one person.
You will not, nor will you allow any third party to (a) attempt to interfere with or disrupt the performance of the Services or data contained therein; (b) attempt to gain unauthorized access to the Services or networks related to the Services; (c) interfere with another’s use of the Services; (d) modify, copy, or make derivative works based on the Services; (e) access the Service to build a competitive service or reproduce features of the Service; (f) use the Services in any manner for any purpose that is unlawful under applicable laws; or (g) attempt, encourage, or facilitate any of the above.
You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate payment and account information for all purchases made via the Services.
We may change fees and payment policies at any time. Any changes to the fees or payment policies are effective upon (i) your acceptance of such changes which you will be informed of through your account or (ii) through your continued use of the Services after notification of the changes to the fees and/or payment policies. If you do not accept such changes, we reserve the right to limit, prevent, or terminate your access to the Services without any notice or liability.
Unless otherwise stated, all fees are quoted in U.S. dollars and are due and payable on a monthly basis within 30 days from receipt of invoice. All unpaid invoices or amounts due that are not subject to a good faith dispute are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum amount permitted by law, which is lower, plus all reasonable expenses of collection (including reasonable attorneys’ fees). Any outstanding balance becomes immediately due and payable upon termination of this Agreement for any reason and any collection expenses (including reasonable attorneys' fees) incurred by us will be included in the amount owed.
All fees are exclusive of taxes imposed by taxing authorities and you shall be responsible for payment of all such taxes (excluding taxes based on our income). If we have the legal obligation to collect taxes for which you are responsible, the appropriate amount shall be invoiced to and paid by you. No part of our compensation under this Agreement will be subject to withholding for any Taxes or other required payments.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Service.
The Services are currently provided without charge to you for up to 10,000 API Interactions per month. You must purchase, or your account will be converted to, a paid version of the Services, if you exceed this limit. Reconify reserves the right to limit or prevent your access to the Services if you are exceeding the limit and have not converted to a paid version. Any free version provided may be limited to certain features and functionality. If you wish to gain access to additional features and functionality, you must upgrade to a paid version. We reserve the right to change or terminate the free trial at any time.
Unless otherwise indicated, we are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, algorithms, and websites. We retain all rights, title and interest, including any intellectual property rights in our Services. All rights not expressly granted to you in this Agreement are hereby expressly reserved and retained by us and our licensors.
Subject to the express rights you grant us to use Customer Data under this Agreement, you retain all rights, title and interest, including intellectual property rights to the Customer Data.
You grant us and our affiliates a non-exclusive, sub-licensable right (i) to process, store, and display Customer Data as necessary to provide the Services in a manner that is consistent with this Agreement (ii) to generate de-identified, aggregated data to use to improve the Services or publish industry reports.
You have sole responsibility for the quality and integrity of Customer Data.
“Confidential Information” means any proprietary data or information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure. Confidential Information does not include any information which: (a) is or becomes publicly available through no breach of this Agreement or fault of Receiving Party; (b) was already properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party's rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.
Neither party will (a) use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or (b) disclose, publish, or disseminate Confidential Information of the Disclosing Party to anyone other than its personnel (including employees and consultants), legal counsel, and accountants who have a need to know the Confidential Information for the purposes set forth in this Agreement. Notwithstanding the foregoing, either party shall have the right to share the existence and nature of this Agreement with potential investors or acquirers, or attorneys, accountants, bankers, or other professional advisors in connection with a financing, merger, acquisition, corporate reorganization, consolidation, or sale of all or substantially all of its assets, so long as said parties have entered into confidentiality agreements containing terms substantially similar to those set forth herein.
Notwithstanding anything to the contrary set forth herein, Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party written notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Services (“Feedback”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of this Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You grant us the right to use and display your company name and logo on our website and in marketing and promotional materials, subject to your standard trademark usage guidelines that you expressly provide to us.
You may terminate your use of the Services at any time for any reason. We may also suspend or terminate your access to the Services at any time for any reason.
In the event of any termination, (a) you will not be entitled to any refunds of any fees; (b) any outstanding balance for Services rendered through the date of termination will be immediately due and payable in full; (c) all of your historical data will no longer be available to you unless a services agreement for the transfer of such data is entered into in connection with a termination.
You agree to indemnify, hold harmless, and defend us from any and all third-party claims, actions, proceedings, and suits brought against us or any of our officers, directors, employees, agents, or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs, or expenses incurred by us arising out of or relating to (a) your breach of any term or condition of this Agreement; (b) your unauthorized use of the Services; (c) your Customer Data; (d) your violations of applicable laws, rules, or regulations in connection with your use of the Services. In such a case, we will provide you will written notice of such claim, suit, or action.
The Services are provided on an "as-is" and "as available" basis. We do not make any warranties or representations, whether express or implied, regarding the accuracy, reliability, availability, or suitability of the Services for any particular purpose. We do not guarantee any specific results or outcomes from the use of the Services. You acknowledge that the Services’ effectiveness may vary depending on factors beyond our control.
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE FOREGOING DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. WE ASSUME NO RESPONSIBILITY FOR (1) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (2) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (3) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, AND/OR (4) ANY LOSS OF YOUR CUSTOMER DATA FROM THE SERVICES.
IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL CUMULATIVE LIABILITY FOR ANY LOSSES OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of laws principles. Except as provided in the DISPUTE RESOLUTION section, any legal action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in San Francisco, California, and both parties consent to the personal jurisdiction of such courts.
In the event of any dispute, claim, or controversy in connection with this Agreement (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), each party’s selected representatives will, in good faith, attempt to resolve a Dispute. If the parties are unable to resolve a Dispute within thirty (30) days or within such other time period as the parties may agree in writing, then the parties may commence binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator, mutually agreed to between the parties. Any such Dispute shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of another party. The arbitration shall be conducted in San Francisco, California and the arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. The parties will share equally the fees and expenses of the arbitrator. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure.
Except for any payment obligations, neither party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action or inaction by government entity, strike, or other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within reasonable time and will take reasonable actions to minimize the consequences of any such event and will take reasonable actions to resume performance as soon as practicable.
Neither party may assign or otherwise transfer this Agreement or any applicable Order Form(s), in whole or in part, without the other party’s prior written consent (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either party may assign this Agreement or any applicable Order Form(s), in whole or in part, without consent to (a) a successor to all or part of its assets or business or (b) an affiliate or (c) as part of a corporate reorganization, upon a change of control, consolidation, merger, or sale of all or substantially all of its assets.
Each party is an independent contractor in the performance of each and every part of this Agreement. Nothing in this Agreement is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.
This Agreement (including any amendment agreed upon by the parties in writing) constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, or representations.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing.
