Terms of Service
Last modified on November 16, 2023.
These Bedrock AI Inc. ("Bedrock" or "us" or "we" or "our") terms and conditions of service ("Terms") govern interactions between you (“You" or “Your”) and Your access to and use of the Subscription Materials and the Platform.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING SUBSCRIPTION MATERIALS OR PLATFORM. BY USING, ACCESSING OR SUBSCRIBING TO THE SUBSCRIPTION MATERIALS OR PLATFORM YOU ACKNOWLEDGE THAT YOU HAVE READ THE AGREEMENT (DEFINED BELOW) AND THAT YOU UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THEM.
IF YOU DO NOT AGREE WITH THESE TERMS, NEITHER YOU NOR THE COMMERCIAL ENTITY YOU REPRESENT MAY USE THE SUBSCRIPTION MATERIALS AND PLATFORM (AS DEFINED HEREIN). YOU ARE BOUND BY THESE TERMS BY PURCHASING, ACCESSING, OR USING THE SUBSCRIPTION MATERIALS AND PLATFORM OFFERED BY BEDROCK. 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 AND THE PLATFORM. 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 and Platform if you compete with our business in any material way. You may not access the Subscription Materials and Platform for purposes of monitoring the availability, performance, or functionality of the Subscription Materials, or for any other benchmarking or competitive purposes.
This Agreement can be updated from time to time in accordance with Article 12 below. You are responsible for reviewing the most current version of this Agreement, which is published at: https://bedrock-ai.com/terms-of-service. When we change this Agreement, we will update the "Last Modified" date above.
ARTICLE 1 - DEFINITIONS
"Affiliate" of a party means any other person or entity that, directly or indirectly, controls, is controlled by or is under common control with such party; “control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of another person or entity, whether through ownership of voting securities, by contract or otherwise.
"Confidential Information" means any and all 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, proprietary or confidential to a Party, including, without limitation, the terms of the Agreement, the Subscription Materials and Platform (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.
"Intellectual Property" or "Intellectual Property Rights" means rights associated with all or any of the following anywhere in the world, whether or not filed or registered: (i) patents, patent applications, and inventors’ certificates; (ii) copyrights (including moral rights and author’s rights), works of authorship, copyright registrations and applications; (iii) database rights; (iv) know-how, trade secrets, and rights in and to confidential information; (v) industrial designs (including utility models); (vi) trademarks, trade names, service marks, logos, Internet addresses (URLs), and the goodwill associated with them; (vii) semi-conductor topography rights; (viii) rights of publicity; and (ix) divisions, continuations, renewals, reissuances and extensions of any of the foregoing (to the extent applicable); and (x) any other proprietary rights relating to intangible property anywhere in the world.
“Party” means you or us and “Parties” means you and us.
“Platform” means the technology offered by Bedrock as (i) web application; or (ii) other access mechanism including by way of secure file transfer protocol which will provide access to the Subscription Materials.
“Subscription” means the rights of access to, or use of, the Subscription Materials and Platform under a current and valid Subscription Form, Trial Period Offer or written trial period subscription agreement.
“Subscription Form” means the ordering documents for the subscription to the Subscription Materials and the Platform, 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.
“Trial Period Offer” means documents communicating a non-extendable, non-renewable, fixed period short trial access to the Subscription Materials and the Platform, including email communications, setting out the Subscription Materials, User Limits (as defined herein), usage limitations, and access period. For purpose of clarity, a Trial Period Offer is different and distinct from a written trial period subscription agreement.
“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 whether such data is provided on the Platform or through any other access mechanism, including by secure file transfer protocol.
“User” or “Users” means an individual or individuals who are authorized by us to use the Subscription Materials and the Platform (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 and the Platform. For purposes of this Agreement, “you” also refers to and incorporates the Authorized Users under the Subscription.
ARTICLE 2 - PURPOSE, RIGHTS, AND LICENSE
Subscription and Licence of Subscription Materials and the Platform
Upon acceptance of these Terms and the Agreement, Bedrock hereby grants to you, effective for the duration of the Subscription (the “Subscription Term”), a non-exclusive, non-transferable, non-sublicensable, limited license to use the Platform and Subscription Materials.
You may use the Subscription Materials and the Platform only as expressly permitted by the Terms. The Subscription Materials and the Platform 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, you may use the Subscription Materials and the Platform solely in the regular and ordinary course of your business and for internal use only.
To subscribe to the Subscription Materials and the Platform, 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, the terms of the Subscription Form 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.
Bedrock will use commercially reasonable security technologies in providing the Platform and Subscription Materials and you shall comply with the applicable Bedrock security guidelines and procedures made known to You through the Platform or otherwise. You agree that Bedrock does not control the transfer of data, over telecommunications facilities, including the Internet, and Bedrock does not warrant secure operation of the Platform or that there will be no disruptions of the Platform or access to the Subscription Materials.
Unless otherwise specified in a Subscription Form, the number of authorized Users that shall have access to the Subscription Materials and the Platform 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 allowable for 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.
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 the Platform and/or Downloaded Content shall comply, in all instances, with the Terms and any applicable law.
You agree and warrant that your right to access and use the Platform and Subscription Materials is subject to the following conditions. You shall not: (i) use the Subscription Materials or the Platform, or Downloaded Content in a manner contrary to or in violation of any applicable laws; (ii) copy, reproduce, transmit, modify, distribute, publicly display, use or disclose the Subscription Materials and the Platform or Downloaded Content, except as expressly permitted in the Agreement; (iii) sell, rent, license, lease or commercially distribute the Subscription Materials and the Platform 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 and the Platform 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 Material, the Platform or Downloaded Content; (v) share, in any way modify, adapt, translate, or make derivative works from or of the Platform, Subscription Materials or Downloaded Content or otherwise reverse engineer, decompile, disassemble, or otherwise attempt to reduce any object code of any of the foregoing to human perceivable form or permit others to do so; (vi) use the Subscription Materials and the Platform or Downloaded Content, directly or indirectly, in any manner that could cause the Subscription Materials, the Platform or Downloaded Content so used to be a substitute for the Subscription Materials; (vii) access or use the Subscription Materials or the Platform (a) in order to build a competitive solution or to assist a third party or Affiliate to build a competitive solution, or (b) to load test the Platform in order to test scalability or exceed the usage limits which may be specified by Bedrock; (viii) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Platform or Subscription Materials; or (ix) allow web scraping, overuse, or replication of large portions of the Subscription Materials, or the Platform.
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 and the Platform for violations of usage restrictions, including the ability to download or distribute any Subscription Materials, at any time without notice and effective immediately.
You have the right, if technically possible, to export the Subscription Materials and the Platform and Downloaded Content to an internal file, and may use such exported Subscription Materials and the Platform internally with a standard, commercially-available, third party program, and such Subscription Material so exported shall remain subject to the Agreement.
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 and Platform; (iii) notify us promptly of any known or suspected unauthorized access or use, and (iv) use the Subscription Materials and the Platform in accordance with the Agreement, applicable laws, and government regulations. You shall not (a) make the Subscription Materials and the Platform available to anyone other than authorized Users, (b) use the Subscription Materials and the Platform 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 and the Platform 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 and the Platform or their related systems or networks.
ARTICLE 3 - REGISTRATION AND SECURITY
Registration and User ID
Some of the Subscription Materials and the Platform require secure login through a unique username and password (collectively, “User ID”). If Users access the Subscription Materials and the Platform 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 and Platform, 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 and the Platform during the Subscription Term through their User IDs, which may be used by Users to gain access to the Subscription Materials and the Platform only for so long as such Users are authorized to access and use the Subscription Materials and the Platform 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 and the Platform are accessed, you agree to remove any Subscription Materials and the Platform and delete all internet files (i.e. cookies) obtained by or through use of the Subscription Materials and the Platform that are stored on such device.
Audit and Monitoring
Subject to any confidentiality obligations contained herein, and unless you provide us with such information needed to confirm compliance by you with this Agreement within 10 days of our request for such information, we reserve the right to audit and monitor the use of the Subscription Materials and the Platform to ensure compliance with the Terms, and this Agreement and to maintain and improve the provision of the Subscription Materials. Additionally, we may audit your use of the Subscription Materials and the Platform 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
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 and Platform purchased and not actual usage and are non-cancelable and non-refundable.
Fees are limited to those quoted on a Subscription Form or in a written agreement. For clarity, there are no fees or commitments associated with a Trial Period Offer. In the event of any conflict between the fee/payment terms of this Terms of Service and a Subscription Form or any written trial period subscription agreement, the provisions of a Subscription Form, or written trial period subscription agreement will supersede.
Invoicing and Payment
Use of the Subscription Materials and Platform 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 and approved by us, 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 and Platform 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 five (5) 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 in advance or the applicable start of the Subscription and by wire transfer no later than thirty (30) days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information, and notifying us of any changes.
If any charges are not received from you by the due date, then at our discretion by subject to applicable law, (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
Other than fees due and owing pursuant to written trial period subscription agreement, if any amount owing by you under this or any other applicable Subscription Form for our services is 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, suspend or terminate your access to the Subscription Materials and Platform until such amounts are paid in full.
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
We retain all Intellectual Property Rights in the Subscription Materials and the Platform. Except as expressly provided herein or in an applicable Subscription Form, use of the Subscription Materials and the Platform 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 Intellectual Property Rights. You acknowledge and agree that you and Users have no ownership rights in or to the Subscription Materials and the Platform 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 the Subscription Materials or the Platform, whether tangible or intangible, and, unless expressly stated otherwise in a Subscription Form signed by both Parties. All present and future Intellectual Property Rights and all right, title and interest in and to the Subscription Materials and the Platform (including the right to exploit the Subscription Materials and Platform and any portions of the Subscription Materials and Platform) are reserved to us.
If you provide us with any ideas, comments or suggestions relating to the Subscription Materials and Platform (“Feedback”), we retain all rights in that Feedback, and anything created as a result (including new Subscription Materials and Platform 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
Neither Party will disclose the other Party’s Confidential Information, except as set out herein. Recipient’s obligation under this Agreement to treat information as Confidential Information does not apply to information that: (i) is already known to recipient at the time of disclosure and was not obtained, directly or indirectly, from discloser; (ii) is independently developed by recipient without reference to or use of the discloser’s Confidential Information; (iii) is obtained by recipient from another source without a breach of any obligation of confidentiality owed by that source to discloser; or (iv) is or becomes publicly available through no wrongful act of recipient or any party that obtained the information from recipient. The recipient may also disclose Confidential Information to the extent recipient is served with a subpoena or other valid legal process, court, or governmental request or order requiring disclosure, or is otherwise required by law or securities exchange requirement to disclose, any of discloser’s Confidential Information, recipient shall, unless prohibited by law, promptly notify discloser of that fact and cooperate fully (at discloser’s expense) with discloser and its legal counsel in opposing, seeking a protective order, seeking to limit, or appealing the subpoena, legal process, request, order, or requirement to the extent deemed appropriate by discloser. Recipient may comply with the subpoena or other legal process or requirement after complying with the foregoing sentence, but only to the extent necessary for compliance. A non-public disclosure made pursuant to the foregoing sentence will not, by itself, remove any Confidential Information from the protections of this Agreement.
You agree to safeguard the Subscription Materials and Platform (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. Recipient of Confidential Information shall disclose Confidential Information to its employees, independent contractors, or professional advisors who need to know it for the purpose of the Subscription and who are bound by obligations of confidentiality no less restrictive than the terms of this Agreement. 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.
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.
You acknowledge and agree that in the event of any breach of the confidentiality obligations or Intellectual Property Rights contained in this 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 at law, to seek immediate injunctive relief as may be granted by a court of competent jurisdiction.
ARTICLE 7 - WARRANTIES AND DISCLAIMERS
Each party represents that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; and (ii) it has the power and authority to enter into and perform all of its obligations under this Agreement.
No Professional Advice
NONE OF THE SUBSCRIPTION MATERIAL, THE PLATFORM 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, THE PLATFORM OR ANY OTHER SERVICES OR MATERIAL, INCLUDING WITHOUT LIMITATION ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE PLATFORM AND SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL. AS A CONDITION TO YOUR USE OF THE PLATFORM AND SUBSCRIPTION MATERIAL OR ANY OTHER SERVICES OR MATERIAL, YOU HEREBY WAIVE AND RELEASE 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, THE PLATFORM OR ANY OTHER SERVICES OR MATERIAL MADE AVAILABLE THROUGH THE SUBSCRIPTION.
Third-Party Components and External Websites
The Platform relies on receipt of data from Third Party Software and/or use of other Third Party technology that is made available to you as part of the Platform or Subscription Materials (“Third Party Components”). You may only access the functionality of the Third Party Components as part of and in the course of receiving the Subscription Materials through the Platform. You may not make or attempt any direct access to any such Third Party Components other than in connection with its limited rights to the Platform or Subscription Material. All Third Party Components are the property of their respective Third Party suppliers, and if required under the Platform. Such Third Party suppliers reserve all rights to the Third Party Components, including all related Intellectual Property Rights therein. You agree not to contest the ownership of any Third Party Components nor use any trademark or service mark belonging to a Third Party supplier. All limitations, restrictions and obligations applicable to the Platform set forth in this Agreement shall also apply to your use of the Third Party Components. Further, the Platform and Subscription Material may contain links to external websites and information provided on such external websites by Third Party service providers. Bedrock shall not be responsible for the contents of any linked website, or any changes or updates to such sites. You further agree that Bedrock shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any information, data stream, goods or services available on or through any such linked website or any such Third Party Component.
ARTICLE 8 - INDEMNIFICATION
ARTICLE 9 - LIMITATION OF LIABILITY
THIS ARTICLE STATES BEDROCK’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR CLAIMS AND ACTIONS RELATED TO YOUR SUBSCRIPTION.
Limitation of Liability
EXCEPT FOR OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND AS PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY THEORIES OF RECOVERY OR LIABILITY, INCLUDING THE USE OR INABILITY TO USE THE PLATFORM AND SUBSCRIPTION MATERIAL, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE ANNUAL SUBSCRIPTION AMOUNT PAID BY YOU FOR A ONE YEAR SUBSCRIPTION FOR THE TWELVE (12) MONTHS PERIOD IN WHICH THE CLAIM/INCIDENT OCCURRED.
Exclusion of Consequential and Related Damages
IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, LOSS OF DATA, USE, INCOME, PROFIT OR SAVINGS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY, 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 TWO YEARS 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 the Subscription Term noted in the 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 “Subscription 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 “Trial Term”) There is no renewal applicable to the Trial Term.
Term of Purchased Subscription Materials
Subscription 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, or written subscription agreement 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.
A Party may terminate this Agreement by terminating the applicable Subscription Form by providing written notice to the other Party upon the occurrence of any of the following events:
(a) Breach. The other Party has committed a breach of the terms of this Agreement.
(b) Insolvency. The other party ceases to conduct business in the ordinary course or is declared insolvent or bankrupt, or makes an assignment of substantially all of its assets for the benefit of creditors, or has a receiver appointed over all or substantially all of its assets, or any proceeding is demanded by, for, or against the other party under any provision of.
Effects of Termination
Upon termination or expiration of for any reason: (i) all licenses or use rights granted to you will terminate immediately, as will all Bedrock support and maintenance obligations, if any; (ii) You shall (and shall ensure all Users) immediately cease using the Platform and Subscription Materials and You shall remove all copies of the Subscription Materials from Your computers and systems and in your possession and control, except that you may retain Subscription Materials in aggregate form, that is included in Reports that were created by you prior to the date of termination, in accordance with this Agreement; (iv) You shall irretrievably destroy all copies of the Subscription Materials, and other related Bedrock Confidential Information and Intellectual Property in Your possession; (v) You shall provide to Bedrock with a written certification signed by an authorized officer certifying that You have complied in full with the foregoing; and (vi) all fees and other charges provided for in this Agreement or in any Subscription Form that was due and payable prior to the date of the termination will become immediately due and payable, 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 to the extent not paid or overdue.
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, ARTICLE 10-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
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.
163 Rankin Crescent
Toronto, Ontario M6P 4H8
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.
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 of the provincial courts of Ontario located in the City of Toronto.
ARTICLE 12 - GENERAL PROVISIONS
In addition to the requirements contained in these Terms, you will not export or re-export, directly or indirectly, any Subscription Materials, Bedrock Confidential Information or other deliverables contrary to all applicable export laws or when using or accessing the Subscription Materials.
Material Non-public Information
Bedrock will use commercially reasonable efforts to ensure that the Subscription Materials will not contain any MNPI (as defined). For the purpose of this Agreement, “MNPI” shall mean information which (a) relates to a specifically publicly traded security; (b) is not known to the public; and (c) a reasonable investor would consider important in making an investment decision. The Subscription Materials and all information that is provided pursuant to this Agreement shall (i) be based upon information available to the public from sources reasonably believed to be reliable, (ii) not have been obtained through any act of misappropriation or unlawful means by any person and (iii) not violate any obligation of confidentiality or other duty owed by Bedrock to a third party, who is the source of such information.
Relationship of the Parties
The relationship between the parties is that of independent contractors. This Agreement is not to be construed as creating any partnership, franchise, joint venture, agency, or any other form of legal association that would impose liability upon one party for the act or failure to act of the other party.
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.
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.
Party has the right, without the prior written consent of the other party, to assign or transfer this Agreement, or any part of this Agreement. Except as provided herein, any attempt to assign or transfer all or any part of this Agreement without first obtaining that written consent will be void and of no force or effect.
In the event of a change of control (where “control” means ownership of a majority (51% or more) of the outstanding voting common stock of the subject entity) of you, or if you are merged with, acquired by, or acquire another entity, or undergoes a reorganization or otherwise acquires the right to process the business of another entity, each such event will be deemed an assignment by You subject to this Section, and You shall not permit that other entity to use the Platform or Subscription Material or otherwise make any expanded use of the Platform, the Subscription Materials, service, or deliverable provided by Bedrock as a result of that event unless and until Bedrock provides its written consent. Bedrock Affiliate or by merger, reorganization, change of control, consolidation, or sale of all or substantially all the assets of Bedrock or the applicable division or line of business, provided Bedrock must require the Bedrock Affiliate or controlling entity to adhere to all obligations imposed by this Agreement upon Bedrock with respect to that data and other information.
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 Platform 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 and Platform 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.
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 provisions of the Subscription Form will prevail to the extent of the conflict or inconsistency. 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.