Terms of Service

Last modified on September 28, 2021.

TERMS OF SERVICE

These are our terms and conditions of service (“Terms”) relating to your Subscription with Bedrock AI Inc. (“Bedrock” or “us” or “we” or “our”). We encourage you to read these Terms carefully. If you do not agree with these Terms, neither you nor the commercial entity you represent may use the Subscription Materials (as defined herein). You are bound by these Terms by purchasing, accessing, or using the Subscription Materials offered by Bedrock AI Inc. We reserve the right to amend these Terms at any time with or without notice. Such modifications shall be effective immediately. If at any time you no longer agree to be bound by these Terms, you must immediately stop accessing the Subscription Materials. These Terms include the Subscription Form or any other relevant subscription documents (collectively with these Terms, the “Agreement”). We expressly reject any additional or different terms, including but not limited to terms you add or append to these Terms or the Subscription Form unless we agree in writing.

 

Except with our prior written consent, you may not access the Subscription Materials if you compete with our business in any material way. You may not access the Subscription Materials for purposes of monitoring the availability, performance, or functionality of the Subscription Materials, or for any other benchmarking or competitive purposes.

 

By purchasing, accessing or using the Subscription Materials offered by Bedrock, you are confirming that you have read, understand and accept this Agreement. This Agreement can be updated from time to time in accordance with Article 12 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at: http://www.bedrock-ai.com/Terms_Of_Service. When we change this Agreement, we will update the “Last Modified” date above.

 

ARTICLE 1 - DEFINITIONS

“Confidential Information” means any information disclosed (in each case, by or on behalf of, a Party) in the course of the Agreement that is, or should be reasonably understood to be, confidential to a Party, including, without limitation, the terms of the Agreement, the Subscription Materials (including Downloaded Content, as defined herein), as well as financial, business, and technical plans and strategies, pricing information, inventions, and new products, services, and technologies of either Party. Confidential Information does not include information that the recipient already rightfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party who was under no obligation of confidentiality.

 

Party” means you or us and “Parties” means you and us.

 

Subscription” means the rights of access to, or use of, the Subscription Materials under a current and valid Subscription Form.

 

Subscription Form” means the ordering documents or trial offer documents for the subscription to the Subscription Materials, setting out the Subscription Materials, User Limits (as defined herein), usage limitations, and pricing during the period of a Subscription. Subscription Forms shall be deemed incorporated herein by reference.

 

Subscription Materials” means the data we provide you under the paid, trial or pilot Subscriptions, including all newsletters, content, data and reports, and all metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Subscription Materials.

 

Trial Period Offer” means documents communicating trial access to the Subscription Materials, including email communications, setting out the Subscription Materials, User Limits (as defined herein), usage limitations, and access period.

 

User” or “Users” means an individual or individuals who are authorized by us to use the Subscription Materials (meaning those individuals for whom Subscriptions have been purchased and/or who have been supplied user identifications and passwords for that purpose).

 

You” or “your” means the company or other legal entity that has subscribed with us for the Subscription Materials. For purposes of this Agreement, “you” also refers to and incorporates the authorized Users under the Subscription.

 

ARTICLE 2 - PURPOSE, RIGHTS, AND LICENSE

Provision of Subscription Materials

We shall make the Subscription Materials available to you pursuant to the Agreement for the duration of the Subscription (“Subscription Term”). To subscribe to the Subscription Materials, you must be bound by a Subscription Form. The terms of the Agreement are applicable to, and form an integral part of, each Subscription Form, which will identify the Subscription Materials to be provided, the Subscription Term, and the applicable fees for the Subscription Term. If there is a conflict between these Terms and any Subscription Form, these Terms will supersede and govern the relationship between the Parties. The individual executing the Agreement and/or the relevant Subscription Form on your behalf represents and warrants that he/she/they does so with the authority to bind you by executing and submitting such documents. Once the terms of the Agreement have been made applicable to any Subscription Form between you and us, then you are deemed to have consented in advance to the applicability of the Terms to any Subscription Forms to be entered into thereafter.

 

Subscription

You may use the Subscription Materials only as expressly permitted by the Terms. The Subscription Materials are solely and exclusively for your use and shall not be used for any illegal purpose or in any manner inconsistent with the provisions of these Terms. Except as expressly provided herein or in any applicable Subscription Form, Users may use the Subscription Materials solely in the regular and ordinary course of your business and for internal use only.

 

User Limits

Unless otherwise specified in a Subscription Form, the number of authorized Users that shall have access to the Subscription Materials pursuant to a Subscription shall be limited to individuals that are your employees and agents who have a valid business relationship with you and an email address within your organization. The applicable Subscription Form will describe the total number of authorized Users to be authorized by your Subscription (“User Limit”). Violation of the restrictions set forth herein, which shall include sharing User IDs (as defined herein) with any unauthorized individuals, will be considered a material breach of the Agreement and cause for termination of the Agreement. The rights granted in a Subscription are granted only to you, and do not extend to your shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included on the Subscription Form. Such related affiliates must execute a separate Subscription Form in order to use the Subscription Materials.

 

Authorized Use

Subject to the terms set forth in the Agreement, you are permitted to: (i) download and/or print content and data forming part of the Subscription Materials to a location or storage device under your exclusive control and only for your own use (“Downloaded Content”); and (ii) extract, quote and/or distribute such Subscription Materials or Downloaded Content for aggregate-level work product (“Reports”), but only internally (i.e., within your organization and not to any third parties) and only for your own use and in the regular course of work. Notwithstanding anything to the contrary in this Section Authorized Use, you agree and acknowledge that you will not share or publish any excerpt or distribution of the Subscription Materials, Downloaded Content or Reports with the media or any third party (in any form) without our prior written consent. You further agree and acknowledge that the access and distribution of such Subscription Materials and/or Downloaded Content shall comply, in all instances, with the Terms and any applicable law.

 

Usage Restrictions

You agree and warrant that you shall not: (i) use the Subscription Materials, or Downloaded Content in a manner contrary to or in violation of any applicable laws; (ii) copy, reproduce, modify, distribute, publicly display, use or disclose the Subscription Materials or Downloaded Content, except as expressly permitted in the Agreement; (iii) sell, license, or commercially distribute the Subscription Materials or Downloaded Content to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Subscription Materials as a primary source to create and/or maintain any market index or database that you publish or distribute to third parties; (iv) distribute or make available any databases, interfaces, mobile platforms, or software programs comprising the Subscription Materials or Downloaded Content; (v) share, recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from the Subscription Materials or Downloaded Content; or (vi) use the Subscription Materials or Downloaded Content, directly or indirectly, in any manner that could cause the Subscription Materials or Downloaded Content so used to: (a) be a substitute for the Subscription Materials, (b) affect our ability to realize revenue in connection with the Subscription Materials, (c) compete with our business; or (d) store or use Subscription Materials or Downloaded Content in an archival file site, database or other searchable repository.

 

Reservation of Rights

Notwithstanding anything to the contrary in Section Usage Restrictions, we reserve the right, in our sole discretion, to temporarily or permanently block access to the Subscription Materials for violations of usage restrictions, including the ability to download or distribute any Subscription Materials, at any time without notice and effective immediately.

 

Internal Use

You have the right, if technically possible, to export the Subscription Materials and Downloaded Content to an internal file, and may use such exported Subscription Materials internally with a standard, commercially-available, third party program, and such Subscription Material so exported shall remain subject to the Agreement.

 

Your Responsibilities

You shall (i) be responsible for Users’ compliance with the Agreement; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Materials; (iii) notify us promptly of any known or suspected unauthorized access or use, and (iv) use the Subscription Materials in accordance with the Agreement, applicable laws, and government regulations. You shall not (a) make the Subscription Materials available to anyone other than authorized Users, (b) use the Subscription Materials to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party intellectual property or privacy rights, (c) use the Subscription Materials to store or transmit “Malicious Code,” which includes, without limitation, any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (d) interfere with or disrupt the integrity or performance of the Subscription Materials, or (e) attempt to gain unauthorized access to the Subscription Materials or their related systems or networks.

 

ARTICLE 3 - REGISTRATION AND SECURITY

Registration and User ID

Some of the Subscription Materials require secure login through a unique username and password (collectively, “User ID”). If Users access the Subscription Materials using secure User IDs, you agree as follows (and shall compel your Users to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process, which may be necessary to obtain access to the Subscription Materials, you shall provide certain truthful registration information to us (subject to all confidentiality obligations stated herein), with each registration being for a single User only; (ii) Users shall have access to the Subscription Materials during the Subscription Term through their User IDs, which may be used by Users to gain access to the Subscription Materials only for so long as such Users are authorized to access and use the Subscription Materials in accordance with the Terms; and (iii) you agree to treat the User ID as confidential and, as to the Users, not to disclose or share such User ID, either directly or indirectly, to or with any person other than as directed by you or permitted by us in writing. Notwithstanding anything to the contrary stated herein, we shall not be liable to you or any third person or entity for any loss or damage arising from your failure to comply with these security requirements. If you intend or direct a User to sell or transfer a device on which the Subscription Materials are accessed, you agree to remove any Subscription Materials and delete all internet files (i.e. cookies) obtained by or through use of the Subscription Materials that are stored on such device.

 

Audit and Monitoring

Subject to any confidentiality obligations contained herein, we reserve the right to audit and monitor the use of the Subscription Materials to ensure compliance with the Terms and to maintain and improve the provision of the Subscription Materials. Additionally, we may audit your use of the Subscription Materials for compliance purposes relating to Purpose, Rights, and License and Registration and Security, particularly regarding compliance with User ID and User Limit restrictions. You agree to cooperate with our audit and provide reasonable assistance and access to information. You agree to pay, within thirty (30) days of written notification, any applicable overage charges arising from non-compliance with the Agreement. We shall not be responsible for any of your costs incurred in cooperating with the audit.

 

ARTICLE 4 - FEES AND PAYMENT FOR SERVICES

Fees

You shall pay all fees specified in all applicable Subscription Forms. Fees are quoted and payable in United States dollars, unless otherwise specified. Fees are based on Subscription Materials purchased and not actual usage and are non-cancelable and non-refundable.

 

Fees are limited to those quoted on Subscription Forms. For clarity, there are no fees or commitments to purchase associated with a Trial Period Offer.

 

Invoicing and Payment

Use of the Subscription Materials is subject to timely payment by you for all fees required by, and in the manner described under, the applicable Subscription Form. You agree to provide us with (i) complete and accurate billing and contact information; (ii) if applicable, valid and updated credit card information; (iii) if required, a valid purchase order; or (iv) if necessary, alternative documentation reasonably acceptable to us. If you provide credit card information to us, you authorize us to charge such credit card for the Subscription Materials listed in the applicable Subscription Form for the Subscription Term and any renewal or extension thereof. Such charges shall be made in advance, in accordance with the billing frequency stated in the applicable Subscription Form. If you require the generation of a valid purchase order, you acknowledge and agree to use reasonable efforts to generate the purchase order within thirty (30) days after acceptance of an applicable Subscription Form. If the Subscription Form specifies that payment will be by a method other than a credit card, we will invoice you in accordance with the relevant Subscription Form. Unless otherwise stated in the Subscription Form, invoiced charges are due in full within thirty (30) days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information, and notifying us as of any changes.

 

Overdue Charges

If any charges are not received from you by the due date, then at our discretion, (i) such charges may accrue late interest at the rate of 2.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (ii) we may condition future Subscription renewals and Subscription Forms on payment terms shorter than those specified in Section Invoicing and Payment (Invoicing and Payment).

Suspension of Service and Acceleration

If any amount owing by you under this or any other applicable Subscription Form for our services is thirty (30) or more days overdue (or 10 or more days overdue in the case of amounts you have authorized us to charge to your credit card), we may, without limiting any other of our rights and remedies, accelerate your unpaid fee obligations so that all such obligations become immediately due and payable, and suspend provision of the Subscription Materials until such amounts are paid in full.

 

Taxes

Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases hereunder. To the extent we have any legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

ARTICLE 5 - PROPRIETARY RIGHTS

Reservation of Rights

The Subscription Materials are proprietary and are protected by copyright and other laws respecting proprietary rights and intellectual property. We retain all rights in the Subscription Materials, including all copyright and other proprietary rights worldwide. Except as expressly provided herein or in an applicable Subscription Form, use of the Subscription Materials shall in no way be construed as conferring on you, a User, or any third party, any license or right, by implication, estoppel or otherwise, under any law, rule or regulation including, without limitation those related to copyright or other intellectual property rights. You acknowledge and agree that you and Users have no ownership rights in or to the Subscription Materials and that no such rights are granted hereunder. Except as provided in an applicable Subscription Form, the granting of any license herein does not affect the ownership of any Subscription Materials, whether tangible or intangible, and, unless expressly stated otherwise in a Subscription Form signed by both Parties, none of the Subscription Materials shall be considered a “Works Made for Hire” as defined by the copyright laws of either Canada or the United States.

 

Intellectual Property

You acknowledge and agree that the Subscription Materials are and have been developed, compiled, prepared, revised, selected, and arranged by us and any applicable partners or affiliates (collectively “Holders”) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Holders. You shall comply with all reasonable requests made by Holders to protect their contractual, statutory, and common law rights in the Subscription Materials. All present and future rights in and title to the Subscription Materials (including the right to exploit the Subscription Materials and any portions of the Subscription Materials over any present or future technology) are reserved to us for our exclusive use.

 

Feedback

If you provide us with any ideas, comments or suggestions relating to the Subscription Materials (“Feedback”), we retain all rights in that Feedback, and anything created as a result (including new Subscription Materials or any derivative works) are owned solely by us. For avoidance of doubt, none of your intellectual property or Confidential Information shall be considered Feedback.

 

ARTICLE 6 - CONFIDENTIALITY

Confidential Information

Neither Party will disclose the other Party’s Confidential Information, except to its employees, agents, or professional advisors who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise the rights and fulfill the obligations set forth in the Agreement and in accordance with the confidentiality obligations applicable to the recipient’s performance under the Agreement. The recipient may also disclose Confidential Information to the extent required by a valid order of a court or other governmental body that has jurisdiction over the recipient; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the disclosing Party of such legal request before making any disclosure; and (ii) comply with the disclosing Party’s reasonable requests to oppose or limit the disclosure (at no cost to the recipient). If no such protective order or other remedy is sought or obtained pursuant to this CONFIDENTIALITY, the recipient may disclose only that portion of Confidential Information that it is legally required to disclose and will use reasonable efforts to ensure that the Confidential Information disclosed will be accorded confidential treatment.

 

Obligations

You agree to safeguard the Subscription Materials (including Downloaded Content) and User IDs against unauthorized use or disclosure with means at least as stringent as those you use to safeguard your own Confidential Information, and in no event with less than reasonable means. We shall use commercially reasonable efforts to keep confidential the information you enter into the Subscription Materials, provided that this obligation shall not apply to any information that: (i) you provide in connection with another service, function or product of ours or our affiliates, or other agreement between you and us or our affiliates; (ii) previously resided, on a non-confidential basis, in the Subscription Materials directly relating to information entered by you in the Subscription Materials; (iii) becomes generally known or available to the public or is disclosed without restriction in published materials or is disclosed, not due to a breach of any confidentiality obligations upon us or our affiliated entities; (iv) is known to us or our affiliated entities at the time of disclosure by you; (v) we or our affiliated entities obtains from a third party or a source other than you which is not known to us or our affiliated entities to be subject to confidentiality; (vi) you instruct us or our affiliated entities to disclose; or (vii) we or our affiliated entities are legally required to disclose.

 

Disposal

Notwithstanding anything to the contrary herein, upon the termination or expiration of the Agreement and/or applicable Subscription Form, or upon our request, you will immediately and securely destroy or return all such Confidential Information of Bedrock in your possession.

 

Injunction for Breach of Confidentiality

You acknowledge and agree that in the event of any breach of the confidentiality obligations of the Agreement by you, we could suffer irreparable harm and injury and no remedy at law may afford us adequate protection against, or appropriate compensation for, such injury. Accordingly, you agree that in any such event, we will be entitled, in addition to all other potential rights and remedies available to us, to immediate injunctive relief as may be granted by a court of competent jurisdiction.

 

Protection of your Data

We collect and use certain electronic data or information submitted by you to the Subscription Materials for purposes of providing, maintaining, and improving the Subscription Materials for you, and in accordance with the terms of the Bedrock AI privacy policy, which is hereby incorporated by reference.

ARTICLE 7 - WARRANTIES AND DISCLAIMERS

Warranties

Each Party represents and warrants that it has the legal power to enter into the Agreement.

 

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SUBSCRIPTION MATERIAL AND ANY OTHER SERVICES AND MATERIAL ARE PROVIDED ON AN “AS IS” “WHERE IS” AND “AS AVAILABLE” BASIS. NONE OF BEDROCK, OUR AFFILIATES, AND BEDROCK OR THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “BEDROCK PARTIES”) GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY, OR USEFULNESS OF ANY PORTION OF THE SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL. NONE OF THE BEDROCK PARTIES WARRANT THAT THE SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREES THAT THE ENTIRE RISK AS TO THE QUALITY OF THE SUBSCRIPTION MATERIAL AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL IS ASSUMED SOLELY BY YOU. NONE OF THE BEDROCK PARTIES MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL IS TO STOP USING THE SERVICES. BEDROCK PARTIES DO NOT AGREE TO ANY OBLIGATIONS OF CONFIDENTIALITY, NONDISCLOSURE OR NON-USE, EXCEPT AS EXPLICITLY PROVIDED HEREIN, IN AN APPLICABLE SUBSCRIPTION FORM, AND/OR IN THE BEDROCK PRIVACY POLICY, IF APPLICABLE.

 

No Professional Advice

NONE OF THE SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL CONSTITUTES INVESTMENT ADVICE OR OTHER PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY US. WE DO NOT CLAIM TO BE AND ARE NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A RECOMMENDATION WITH RESPECT TO ANY TRADE IN ANY SECURITIES OR COMPANIES. YOU MAKE YOUR OWN INVESTMENT DECISIONS, IF ANY, BASED UPON YOUR PERSONAL DUE DILIGENCE, INVESTIGATION AND OTHER PERSONAL INVESTMENT CRITERIA. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS, ADVICE, CONCLUSIONS, INVESTMENT STRATEGIES, OR RECOMMENDATIONS MADE OR GIVEN AS A RESULT OF THE USE OF THE SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL, INCLUDING WITHOUT LIMITATION ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL. AS A CONDITION TO YOUR USE OF THE SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL, YOU HEREBY WAIVE AND RELEASES ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT YOU MIGHT HAVE AGAINST ANY BEDROCK PARTY ARISING OUT OF OR RELATING TO THE REVIEW OF ANY THE SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL MADE AVAILABLE THROUGH THE SUBSCRIPTION.

 

Third-Party Communications

We disclaim all liability for any third party communication you may receive or any actions you may take or refrain from taking as a result of any communication directed to you from any third party directly or indirectly in connection with the Subscription Materials provided herein (“Third-Party Communication”). You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third-Party Communication. We assume no responsibility for verifying, and make no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third-Party Communication.

We use data derived from third party providers. All content, data, opinions, commentary, guidance, recommendations, and other statements expressed by those or other third parties are theirs alone, and are not endorsed by us.

We may provide links to web pages, web sites, and various resources or locations on the internet. We have no control over the information you access via such links, does not endorse that information and shall not be responsible for it or for the consequences of your use of that information.

 

ARTICLE 8 - INDEMNIFICATION

Indemnification

You agree to indemnify, defend, and hold the Bedrock Parties harmless, including costs and reasonable attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Subscription Materials, (ii) your violation of the Terms, or (iii) the infringement by you, including any unauthorized use of your account, of any intellectual property or other right of any person or entity. The indemnifying party reserves the right, at the indemnifying party’s expense, to assume the exclusive defense and control of any matter for which the indemnifying party is required to indemnify the indemnified party and the indemnifying party agrees to cooperate with the indemnifying party’s defense of these claims. The indemnifying party agrees not to settle any matter without the prior written consent of the indemnified party. We shall promptly notify you of any claim for which indemnification is sought, following actual knowledge of such claim, provided however that the failure to give such notice shall not relieve you of your obligations hereunder except to the extent that you are materially prejudiced by such failure (and then only to the extent of such prejudice). In the event that any third party claim is brought, you shall have the right and option to undertake and control the defense of such action with counsel of your choice, provided however that we may undertake and control such defense in the event of the material failure of you to undertake and control the same. We shall not consent to judgment or concede or settle or compromise any claim without the prior written approval of you (which approval shall not be unreasonably withheld).

 

ARTICLE 9 - LIMITATION OF LIABILITY

Limitation of Liability

EXCEPT FOR OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING THE USE OR INABILITY TO USE THE SUBSCRIPTION MATERIAL, OR YOU FAILURE TO PERFORM RESEARCH OR OTHER RELATED WORK PROPERLY OR COMPLETELY (EVEN IF ASSISTED BY US), WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT THE LESSOR OF $5,000.00 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT.

 

Exclusion of Consequential and Related Damages

IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT SHALL NOT LIMIT ANY LIABILITY FOR DEATH OR PERSONAL INJURY DIRECTLY RESULTING FROM NEGLIGENCE IF AND TO THE EXTENT SUCH LIMITATION WOULD VIOLATE APPLICABLE LAW. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR PERTAINING TO THE SERVICES MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

 

ARTICLE 10 - TERM AND TERMINATION

Term of Agreement

SUBSCRIPTION FORM - This Agreement will commence on the first day of the initial term set forth on your first Subscription Form and will continue in effect until the earlier of: (a) the expiration of all Subscription Forms applicable to you (including any renewal periods unless notice of non-renewal is provided ); and (b) the termination of this Agreement in accordance with its terms (the “Term”).

 

TRIAL PERIOD OFFER - This Agreement will commence on the first day set forth in your Trial Period Offer and will continue in effect until the earlier of: (a) the last day of all Trial Period Offers applicable to you); and (b) the termination of this Agreement in accordance with its terms (the “Term”).

 

Term of Purchased Subscription Materials

Subscriptions Terms shall be as specified in an applicable Subscription Form. Subscription Terms will automatically renew for additional subscription periods equal to the expiring Subscription Term, unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the relevant Subscription Term. Pricing for a Subscription during any renewal term may increase by up to 10% above the applicable pricing in the prior Subscription Term to the current per-unit list pricing, unless we provide you with notice of different pricing at least thirty (30) days prior to the applicable renewal term. Except as expressly provided in an applicable Subscription Form, renewal of any promotional or one-time priced Subscriptions may be priced at the certain list price in effect at the time of the applicable renewal.

 

Termination for Cause

A Party may terminate the Agreement for cause: (i) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Additionally, we may terminate the Agreement at any time upon notice to you if you invest in or build a service that is competitive to any of our services. For avoidance of doubt, you may not terminate the Agreement for convenience or absent cause.

 

Effects of Termination

Upon termination of the Agreement for any reason, you shall (and shall ensure that all Users) immediately cease accessing and using the Subscription Materials, and you must delete and destroy all copies of Subscription Materials stored on your systems or that is otherwise in your possession or under your control. You may, however, retain Subscription Materials in aggregate form that is included in Reports that were created in accordance with the Terms prior to the effective date of termination.

 

Payment upon Termination

Upon any termination for cause by us, you shall pay any unpaid fees covering the remainder of the term of all Subscription Forms after the effective date of termination. In no event shall any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

 

Surviving Provisions

ARTICLE 4 - FEES AND PAYMENT FOR SERVICES, ARTICLE 5 - PROPRIETARY RIGHTS, ARTICLE 6 - CONFIDENTIALITY, ARTICLE 7 - WARRANTIES AND DISCLAIMERS, ARTICLE 8 - INDEMNIFICATION, ARTICLE 9 - LIMITATION OF LIABILITY, Effects of Termination, ARTICLE 11 - NOTICES, GOVERNING LAW AND JURISDICTION , ARTICLE 12 - GENERAL PROVISIONS, and this Section Surviving Provisions shall survive any termination or expiration of the Agreement.

 

ARTICLE 11 - NOTICES, GOVERNING LAW AND JURISDICTION

Notices

You acknowledge that you are contracting with the following entity under the Agreement, and should direct notices to the address below, under the Agreement to:

Bedrock AI Inc.

504-111 Chestnut St.

Toronto, ON M5G 2J1

info@bedrock-ai.com

Manner of Giving Notice

Except as otherwise specified in the Agreement or an applicable Subscription Form, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the first business day after sending by email, or (iii) by posting on the website, if applicable. Notices to you shall be addressed to the customer business contact designated by you in the relevant Subscription Form, and in the case of billing-related notices, to the relevant customer billing contact designated by you.

 

Governing Law

The Agreement shall be governed by and construed in accordance with the Provincial laws of Ontario and the federal laws of Canada, as applicable therein, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction, as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. Each Party consents to the exclusive jurisdiction provincial courts of Ontario located in the city of Toronto.

 

ARTICLE 12 - GENERAL PROVISIONS

Export Compliance

Each Party shall comply with the export laws and regulations of each of Canada and the United States and other applicable jurisdictions in providing and using the Subscription Materials.

Material nonpublic information

The Subscription Materials including input data, as updated from time to time, will not contain material non-public information.

 

Relationship of the Parties

The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

No Third-Party Beneficiaries

Except for any of our third party suppliers and licensors and the Bedrock Parties as applicable, there are no third party beneficiaries to the Agreement.

 

Waiver and Cumulative Remedies

No failure or delay by either Party in exercising any right under the Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

 

Severability

If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.

 

Assignment

You may not assign any rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent.

 

Amendment

We may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms on the Bedrock website. It is important for you to review this Agreement before using our Subscription Materials and from time to time, though we will notify you of any changes that, in our sole discretion, materially impact this Agreement. The updated Agreement will be effective as of the time of posting, or on such later date as may be specified in the updated Agreement, and your continued use of the Subscription Materials after any such changes are effective will constitute your consent to such changes. Except for changes made by us as described here, no other amendment or modification of this Agreement will be effective unless set forth: (a) in a Subscription Form issued by Bedrock and signed by you; or (b) in an agreement signed or otherwise agreed in writing by both you and Bedrock AI.

 

Entire Agreement

The Agreement, including all Subscription Forms, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and either signed or accepted electronically by the Party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions of the Terms and any Subscription Form, the body of the Terms reflected herein shall prevail unless expressly stated otherwise in the Subscription Form. Notwithstanding any language to the contrary therein unless explicitly contemplated hereby, no terms or conditions stated in your purchase order or other order documentation shall be incorporated into or form any part of the Agreement, and all such terms or conditions shall be null and void.