These Terms of Service ("Agreement") govern your access to and use of the services provided by Firetiger, Inc. ("Firetiger," "we," "us," or "our"). By creating an account, clicking "I Agree," or by accessing or using the Service, you ("Customer" or "you") agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, in which case "Customer" or "you" refers to such entity.
If you do not agree to this Agreement, you may not access or use the Service.
Definitions
"Administrative User" means any individual authorized by Customer to access administrative functions of the Service, including user management, billing, and configuration settings.
"Aggregate Data" means data derived from Customer Content or use of the Service that is aggregated, anonymized, or de-identified such that it does not identify Customer or any individual.
"Customer Content" means all data, files, text, images, and other materials uploaded, submitted, or otherwise transmitted to the Service by or on behalf of Customer or its End Users.
"Documentation" means the online user guides, help documentation, and other technical materials relating to the Service made available by Firetiger, as updated from time to time.
"End User" means any individual who accesses or uses the Service through Customer's account.
"Feedback" means any suggestions, ideas, enhancement requests, recommendations, or other feedback provided by Customer or its End Users regarding the Service.
"Firetiger Technology" means the Service, Documentation, and all software, algorithms, user interfaces, designs, architecture, know-how, and other technology and intellectual property used to provide the Service.
"Service" means Firetiger's proprietary software-as-a-service platform as described on Firetiger's website, including all updates, modifications, and enhancements thereto.
"Subscription Term" means the period during which Customer is authorized to access and use the Service, as specified at the time of purchase or in Customer's account settings.
Access and use
Grant of rights. Subject to Customer's compliance with this Agreement and payment of all applicable Fees, Firetiger grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business purposes in accordance with this Agreement and the Documentation.
Restrictions. Customer shall not, and shall not permit any third party to: (a) license, sublicense, sell, resell, transfer, assign, or distribute the Service or any component thereof; (b) modify, translate, adapt, or create derivative works based on the Service; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Service; (d) access the Service to build a competitive product or service or copy any features, functions, or graphics of the Service; (e) use the Service to store or transmit any content that is unlawful, harmful, threatening, defamatory, obscene, infringing, or otherwise objectionable; (f) use the Service to store or transmit any malicious code or material; (g) interfere with or disrupt the integrity or performance of the Service or any data contained therein; (h) attempt to gain unauthorized access to the Service or its related systems or networks; (i) use the Service in violation of any applicable law or regulation; (j) use the Service to send unsolicited communications or for any fraudulent purpose; or (k) permit access to the Service by any direct competitor of Firetiger.
Customer responsibilities. Customer is responsible for: (a) maintaining the confidentiality of all login credentials and account information; (b) all activities that occur under Customer's account; (c) ensuring that all End Users comply with this Agreement; (d) the accuracy, quality, and legality of all Customer Content; and (e) obtaining all necessary rights, consents, and permissions to upload and process Customer Content through the Service. Customer shall promptly notify Firetiger of any unauthorized use of the Service or any other breach of security.
Usage limits. The Service may be subject to usage limits as specified on Firetiger's pricing page or in Customer's account. If Customer exceeds applicable usage limits, Firetiger may charge Customer for such excess usage at Firetiger's then-current rates, throttle or suspend access to the Service, or require Customer to upgrade to a higher service tier.
Fees and payment
Fees. Customer agrees to pay all fees specified at the time of purchase or as displayed in Customer's account ("Fees"). All Fees are quoted and payable in U.S. dollars unless otherwise specified.
Payment. Customer shall provide Firetiger with valid payment information at the time of registration. Customer authorizes Firetiger to charge Customer's payment method for all Fees when due. For monthly subscriptions, Fees are charged in advance on a monthly basis. For annual subscriptions, Fees are charged in advance for the entire annual term.
Taxes. All Fees are exclusive of taxes, levies, or duties imposed by taxing authorities. Customer is responsible for all such taxes, excluding taxes based on Firetiger's net income. If Firetiger is required to collect or pay any taxes on Customer's behalf, such taxes will be charged to Customer.
Price changes. Firetiger may change its Fees at any time. For existing subscriptions, Fee changes will take effect at the start of the next Subscription Term following notice of the change. Continued use of the Service after a Fee change constitutes acceptance of the new Fees.
No refunds. All Fees are non-refundable except as expressly set forth in this Agreement. Without limiting the foregoing, no refunds or credits will be provided for partial months of service, downgrade refunds, or refunds for months unused with an open account.
Late payment. If any Fees are not received by the due date, Firetiger may condition future subscription renewals on payment terms shorter than those specified herein.
Subscription term and renewal
Subscription term. The Subscription Term begins on the date Customer's account is activated and continues for the period selected by Customer at the time of purchase.
Auto-renewal. Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. For monthly subscriptions, Customer may cancel at any time through the account settings, effective at the end of the current billing period.
Effect of termination. Upon termination or expiration of the Subscription Term: (a) Customer's right to access and use the Service immediately terminates; (b) Customer shall pay all unpaid Fees through the end of the Subscription Term; and (c) each party shall return or destroy all Confidential Information of the other party in its possession. Firetiger may delete all Customer Content within thirty (30) days following termination unless legally prohibited. For clarity, deletion of Customer Content does not require Firetiger to delete or destroy any models, algorithms, improvements, Aggregate Data, or other derivative works created using Customer Content, which Firetiger may retain and use indefinitely in accordance with Section 5.
Intellectual property
Firetiger ownership. Firetiger and its licensors own and retain all right, title, and interest in and to the Firetiger Technology and all modifications, improvements, and derivative works thereof, including all intellectual property rights therein. Except for the limited rights expressly granted herein, no rights are granted to Customer, and Firetiger reserves all rights not expressly granted.
Customer Content. Customer retains all right, title, and interest in and to Customer Content. Customer grants Firetiger a worldwide, royalty-free, non-exclusive, perpetual, irrevocable license to use, copy, store, transmit, display, modify, and create derivative works of Customer Content to provide and improve the Service, to develop and train machine learning models, and to develop new products and services. Firetiger owns all right, title, and interest in any models, algorithms, improvements, or other derivative works created using Customer Content. For clarity, while raw, unaggregated Customer Content is Confidential Information of Customer, any derivative works, trained models, or outputs created by Firetiger using Customer Content are not Customer Content or Confidential Information of Customer.
Aggregate Data. Notwithstanding anything to the contrary, Firetiger may collect, use, analyze, and commercialize Aggregate Data for any lawful business purpose, including to analyze and improve the Service, to develop new products and services, and to create industry benchmarks and reports. Customer acknowledges that Aggregate Data is not Customer Content and is owned exclusively by Firetiger.
Feedback. If Customer or its End Users provide any Feedback to Firetiger, Customer hereby assigns to Firetiger all right, title, and interest in and to such Feedback. Firetiger may use, reproduce, license, distribute, and otherwise commercialize the Feedback in any manner without obligation or compensation to Customer.
Publicity. Customer grants Firetiger the right to use Customer's name, logo, and trademarks on Firetiger's website and in marketing materials to identify Customer as a user of the Service. Customer may revoke this right at any time by providing written notice to Firetiger.
Confidentiality
Definition. "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Content is Confidential Information of Customer.
Obligations. The receiving party shall: (a) protect the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use the disclosing party's Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement; and (c) not disclose the disclosing party's Confidential Information to any third party except to employees, contractors, and agents who need to know such information and who are bound by confidentiality obligations at least as protective as those herein.
Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. For clarity, none of the foregoing exclusions apply to Customer Content except to the extent Customer has made such Customer Content publicly available.
Data protection
Data Processing Addendum. To the extent Customer Content includes personal data subject to applicable data protection laws, the parties agree to the terms of the Firetiger Data Processing Addendum available at trust.firetiger.com/resources (the "DPA"), which is incorporated into this Agreement by reference.
Security. Firetiger will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Content from unauthorized access, use, or disclosure. Firetiger's security practices are described at trust.firetiger.com.
Warranties and disclaimers
Mutual warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will comply with all laws applicable to its performance under this Agreement.
Customer warranties. Customer represents and warrants that: (a) it owns or has obtained all necessary rights, consents, and permissions to provide Customer Content to Firetiger and to grant the rights granted herein; and (b) Customer Content does not and will not violate any applicable law or infringe any third-party intellectual property, privacy, or other rights.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." FIRETIGER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FIRETIGER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FIRETIGER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE.
Limitation of liability
Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FIRETIGER OR ITS LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND REGARDLESS OF WHETHER FIRETIGER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FIRETIGER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY CUSTOMER TO FIRETIGER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).
Essential purpose. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Basis of the bargain. CUSTOMER ACKNOWLEDGES THAT FIRETIGER HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Indemnification
By Customer. Customer shall indemnify, defend, and hold harmless Firetiger and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use of the Service; (b) Customer Content or any use thereof; (c) Customer's breach of this Agreement; (d) Customer's violation of any applicable law or regulation; or (e) Customer's infringement or violation of any third-party rights, including intellectual property, privacy, or publicity rights.
Procedure. Firetiger shall promptly notify Customer of any claim subject to indemnification and shall provide Customer with reasonable cooperation and assistance in the defense thereof. Customer shall have sole control of the defense and settlement of any such claim, provided that Customer shall not settle any claim in a manner that adversely affects Firetiger's rights or imposes any obligation on Firetiger without Firetiger's prior written consent.
Suspension and termination
Suspension. Firetiger may suspend Customer's access to the Service immediately upon notice if: (a) Customer breaches any provision of this Agreement; (b) Firetiger reasonably believes Customer's use of the Service poses a security risk or may adversely affect Firetiger's systems or other customers; (c) Customer fails to pay any Fees when due; (d) Firetiger is required to do so by law or by order of a governmental authority; or (e) Firetiger determines in its sole discretion that suspension is necessary to protect its rights or interests. Firetiger shall use reasonable efforts to provide advance notice of suspension where practicable but is not obligated to do so.
Termination for convenience. Customer may terminate this Agreement at any time by canceling the subscription through the account settings. Such termination will be effective at the end of the then-current Subscription Term.
Termination for cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. Firetiger may terminate this Agreement immediately upon notice if Customer breaches Sections 2 (Access and Use), 5 (Intellectual Property), or 6 (Confidentiality).
Effect of termination. Upon termination of this Agreement for any reason: (a) all rights granted to Customer hereunder shall immediately terminate; (b) Customer shall immediately cease all use of the Service; (c) Customer shall pay all Fees accrued through the date of termination; and (d) Sections 5, 6, 7, 8, 9, 10, 11, and 12 shall survive termination.
Dispute resolution
Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award rendered may be entered in any court having jurisdiction thereof.
Class action waiver. CUSTOMER AGREES THAT ANY ARBITRATION OR OTHER PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. CUSTOMER EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION.
Injunctive relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
General provisions
Entire agreement. This Agreement, including all documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any terms or conditions contained in any purchase order, acknowledgment, or other document issued by Customer shall be void and of no effect.
Amendments. Firetiger may modify this Agreement at any time by posting a revised version on its website. Material changes will be effective thirty (30) days after posting or upon notice to Customer, whichever occurs first. Customer's continued use of the Service after any modification constitutes acceptance of the modified Agreement. If Customer does not agree to the modified Agreement, Customer's sole remedy is to terminate this Agreement.
Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.
Severability. If any provision of this Agreement is held to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
Assignment. Customer may not assign or transfer this Agreement or any rights hereunder without Firetiger's prior written consent. Firetiger may assign this Agreement without restriction. Any attempted assignment in violation of this Section shall be void.
No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights.
Force majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or internet or telecommunications failures.
Notices. Firetiger may provide notices to Customer by email to the address associated with Customer's account or by posting notices within the Service. Customer shall provide notices to Firetiger by email to [email protected].
Relationship of the parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
Export compliance. Customer shall comply with all applicable export and import control laws and regulations in connection with use of the Service. Customer represents that it is not located in, under the control of, or a national or resident of any country subject to U.S. embargo or any restricted or prohibited party list.
Government use. The Service is "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure of the Service by any government entity shall be governed solely by the terms of this Agreement.