Terms and Conditions
These Service Terms and Conditions along with any applicable additional terms (“Agreement”) constitute a contract between Aptus Tech Solutions LLC (Aptus) with office at 1143 Holford Drive Frisco Texas, TX 75036 (“PointingFish”, “Company”, “we”, “us”, or “our”), and you (“Customer”, “you”, or “your”) which govern the Customer’s use of, subscription and access to PointingFish websites i.e. www.pointingfish.ai (“Website”) products, customer support, discussion forums or other interactive areas or services which PointingFish wishes to provide, and you wish to have the right to access pursuant to the terms of this Agreement (“Services”).
This Agreement includes and incorporates the orders placed by you for purchasing the Services in written or electronic form. The effective date of this Agreement is the date that Customer’s initial access to the Services through any online registration, provisioning or order process (“Effective Date”).
By accessing or using the Services, including any free Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, organization, or other entity, you represent that you have such authority to bind such entity and are agreeing to this Agreement on behalf of such entity. If you do not have such authority to enter into this Agreement or do not agree with this Agreement, you may not use the Services.
1. Our Obligations
1.1. Subject to and conditioned on Customer’s payment of Fees and full compliance with this Agreement, PointingFish grants Customer a non-exclusive, non-sub licensable, non-transferable license during the period of time in which each subscription remains in effect (“Term”) to access and use the Services, in accordance with the documentation PointingFish may update from time to time in connection with upgrades (“Documentation”). PointingFish Services are provided for Customer’s commercial use only, not for private use.
1.2. PointingFish will provide the Services in accordance with applicable laws and government regulations. The Services, and the Documentation are subject to modification from time to time at PointingFish’s sole discretion, provided the modifications do not materially diminish the functionality of the Services.
1.3. PointingFish may use data related to the use of the Services by Customer that (i) does not specifically identify Customers, users or third parties, and (ii) is combined with the data of other customers, users or additional data sources (“Aggregated Data”) for maintaining, improving, and/or analyzing the Services, including analytics and reporting.
2. Customer Responsibilities
2.1. Customer may only use the Services in accordance with the Documentation, applicable laws and government regulations and as explicitly set forth in this Agreement. Customer will cooperate with PointingFish in connection with the performance of this Agreement as may be necessary, which may include making available such personnel and information as may be reasonably required to provide the Services or support. Customer is solely responsible for determining whether the Services are sufficient for its purposes, including, but not limited to, whether the Services satisfy Customer’s legal and/or regulatory requirements and PointingFish shall in no way be responsible for the same.
2.2. Customer shall be solely responsible for the accuracy, integrity and legality of any content or data, including personal data as this term is defined in the applicable data protection laws, submitted by or on behalf of Customer towards availing the Services and the output of the Services that incorporates such content or data or is otherwise specific to Customer (“**Customer Data**”). Customer shall not provide any infringing, offensive, fraudulent, or illegal Customer Data in connection with the use of the Services, and Customer represents and warrants that any content it provides will not violate the intellectual property or data protection rights, among other rights, of any user or third party. PointingFish reserves the right, in its sole discretion, to delete or disable any Customer Data submitted by Customer that may be infringing, offensive, fraudulent, or illegal.
2.3. Customer shall use reasonable measures to prevent unauthorized access to or use of the Services and notify PointingFish promptly upon Customer becoming aware of any such unauthorized access or use. Other than PointingFish’s express obligations under Section 7 (Data Protection and Security), PointingFish assumes no responsibility or liability for Customer Data and the consequences of collecting, submitting and using it within the Services.
2.4. Customer will be fully responsible for all use under Customer’s account and for its users’ compliance with this Agreement. Any breach of this Agreement by a user of the Customer shall be deemed to be a breach by Customer. PointingFish’s relationship is with Customer and not individual users or third parties using the Services through Customer.
3. Restrictions
Customer will not, and will not permit any of its users or any third party to: reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services, Software, hardware tokens, or any data related to the Services (except to the extent such prohibition is contrary to applicable law that cannot be excluded by the agreement of the Parties); modify, translate, or create derivative works based on the Services or Software; share, rent, lease, loan, resell, sublicense, distribute, use, copy, host, stream or otherwise transfer the Services or Software for time-sharing or service bureau purposes or for any purpose other than its own use, build a competitive product or service; attempt to gain unauthorized access to restricted aspects of the Services; publicly disseminate Services performance information or analysis, including without limitation benchmarks, except with PointingFish’s prior written consent; or use the Services or Software other than in accordance with this Agreement and in compliance with applicable law.
4. Payment of Fees
PointingFish shall invoice Customer for the number of cases or files or pages at the subscription rate and payment terms specified in the written communication exchanged between the Parties regarding the Customer’s purchase of the Services and in accordance with the pricing plans provided by the Company, prorated for the remainder of the then-applicable subscription Term (“**Fees**”). For any future subscription Term, the number of cases or files or pages and applicable fees will reflect any subscription upgrades.
From time to time, we may change the price of Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Services unless you have opted for a paid subscription plan.
5. Confidentiality
5.1. The term “**Confidential Information**” means any information disclosed by one party (“**Disclosing Party**”) to the other party (“**Receiving Party**”) in any form (written, oral, etc.) that is marked as confidential or that should be reasonably understood to be confidential given the nature of the information and the circumstances of the disclosure, including, without limitation: trade secrets; technology and technical information (intellectual property, inventions, know-how, ideas, and methods); business, financial, and customer information (including Customer Data and Customer personal data); pricing, forecasts, strategies, and product development plans; and/or the terms of this Agreement.
5.2. Each party understands that the Disclosing Party has or may disclose Confidential Information in connection with this Agreement, but that the Receiving Party shall receive no rights in, or licenses to, such Confidential Information. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside of the scope of this Agreement, except with the Disclosing Party’s prior written permission.
5.3. Nothing in this Agreement will prevent the Receiving Party from disclosing Confidential Information as required in response to a request under applicable open records laws or pursuant to any judicial or governmental order, provided that, to the extent permitted by law, the Receiving Party gives the Disclosing Party reasonable prior notice to contest such a disclosure.
6. Intellectual Property Rights; Ownership
Except as expressly set forth herein, PointingFish alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Services and/or the Software, which are hereby assigned to PointingFish. Customer will not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted under this Agreement. As between the Parties, PointingFish owns all Aggregated Data. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or Software, or any intellectual property rights.
7. Data Protection and Security
We respect Customer’s right to ownership of content created or stored by them. Customer owns the content created or stored by them. Unless specifically permitted, Customer’s use of the services does not grant PointingFish the license to use, reproduce, adapt, modify, publish or distribute the content created by customer or stored therein user account for PointingFish’s commercial, marketing or any similar purpose. But you grant PointingFish permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.
8. Indemnification
8.1. For Customers enrolled in any form of Services requiring the payment of Fees, PointingFish shall indemnify and hold Customer harmless from liability to third parties resulting from infringement by the Services of any patent or any copyright or misappropriation of any trade secret, provided PointingFish is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; PointingFish will not be responsible for any settlement it does not approve.
8.2. Customer will indemnify PointingFish from all damages, costs, settlements, attorneys’ fees, and expenses related to any claim related to Customer’s breach of Clause 2 “Customer Responsibilities,” Clause 3 “Restrictions,” Clause 5 “Confidentiality”, Clause 6 “Intellectual Property Rights & Ownership,” and Clause 7 “Data Protection.”
9. Termination
PointingFish reserves the right that it may suspend Customer’s user account or temporarily disable access to whole or part of any Services in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to support@pointingfish.ai within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request. In addition, we reserve the right to terminate your user account and deny the services upon reasonable belief that you have violated the terms of this Agreement and to terminate your access to any beta service in case of unexpected technical issues or discontinuation of the beta service.
10. Warranties and Disclaimer of Additional Warranties
10.1. For Customers enrolled in any form of Services requiring payment of Fees, PointingFish represents and warrants that it will not knowingly include, in the Services released to Users and provided to Customer hereunder, any computer code or other computer instructions, devices, or techniques, including without limitation those known as viruses, disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program, or computer system or any component thereof, including its security or Customer Data.
10.2. Except as explicitly provided in this Clause 10, the Services and PointingFish Confidential Information and anything provided in connection with this agreement are provided “as-is,” without any warranties of any kind. PointingFish hereby disclaims for itself and its suppliers all warranties, express or implied, including, without limitation, all implied warranties, terms or conditions of merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement.
11. Limitation of Liability
You agree that PointingFish shall, in no event, be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the service, even if PointingFish has been advised of the possibility of such damage. PointingFish’s entire liability to you in respect of any service, whether direct or indirect, will not exceed the one month fees paid by you towards such service. Unless stated in any additional terms, in no event shall the Company be liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages (A) resulting from loss of use, data, reputation, revenue, or profits; (B) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or (C) arising out of or in connection with your use of or access to the Services and Software.
12. Government Matters
12.1 **Export. ** Notwithstanding anything else in this Agreement, Customer may not use, or provide to any person or export or re-export or allow the export or re-export of the Services or anything related thereto or any direct product thereof, in violation of any restrictions, laws, or regulations. Each party represents that it is not named on any government denied-party list anywhere in the world.
12.2 **Anti-Corruption. ** Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any PointingFish employee or agent in connection with this Agreement. If Customer learns of any violation of the above restriction, Customer will promptly notify PointingFish.
13. Miscellaneous
13.1. **Severability. ** If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
13.2. **Assignment. ** This Agreement is not assignable, transferable, or sub licensable by Customer except with PointingFish’s prior written consent, which shall not be unreasonably withheld. PointingFish may transfer and assign any of its rights and obligations under this Agreement.
13.3. **Governing Law; Arbitration. ** This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its conflict of laws provisions. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, termination, or validity, shall be settled by arbitration in Frisco, Texas, USA. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association. The language of the arbitration shall be English.
13.4. **Publicity. ** Customer agrees to participate in press announcements, case studies, trade shows, or other marketing reasonably requested by PointingFish. During the Term and for thirty (30) days thereafter, Customer grants PointingFish the right, free of charge, to use Customer’s name and/or logo worldwide, to identify Customer as such on PointingFish’s website or other marketing or advertising materials.