These evaluation terms of service are between PentaCue and You and govern Your use of the PentaCue. If You are using PentaCue on behalf of another entity (such as your employer), You must have the authority to accept these Terms on their behalf.
PentaCue may update the Terms by posting updated Terms on our website. All changes become effective when posted. Such changes are not retroactive, but Your continued use of the PentaCue after any such changes means You agree to such changes.
The PentaCue is a research tool, and its Output is not financial advice. The Output of PentaCue is AI-generated, and may contain errors and misstatements or may be incomplete
You may access, and we grant You the non-exclusive right to use, the Basic Service of the PentaCue. Access credentials are specific to the user to whom they are issued and may not be shared, including within the same organization.
You will take reasonable steps to prevent unauthorized use of the Service and You will notify us promptly if You learn of any material unauthorized usage.
Your usage of the PentaCue is governed by the Terms. You will generally interact with the PentaCue by providing Input to the Service and receiving Output from the Service.
You may not (i) use the PentaCue in a way that infringes, misappropriates, or violates any person’s rights; (ii) access or use the PentaCue from within any Embargoed Countries; (iii) attempt to reverse engineer or attempt to discover the source code or engineering of the underlying model and systems of the PentaCue or PentaCue’s subcontractors; (iv) attempt automated means to scrape content or Output from the PentaCue.
To the extent that You provide us with any Feedback, we may freely use and incorporate any Feedback into our products and services. PentaCue may not utilize Feedback in a way that identifies, or could be used to identify, Customer, its users, Customer Data, Content, or Customer's Confidential Information.
Any third party software, services, or other products You use in connection with the PentaCue (for example, Your internet browser) are subject to their own terms, and we are not responsible for such third party products.
You may provide Input to the PentaCue and receive Output from the PentaCue. As between the parties, You own Your Output subject to Your compliance with the Terms.
You may provide Input that is similar or identical to third party’s user’s Input or may receive Output that is similar or identical to Output provided to other third party users. Queries that are requested by other third party users and responses provided to other third party users are not Your Content.
PentaCue may collect and use Usage Data to develop, improve, support, and operate its Services. PentaCue may share Usage Data that includes Your Confidential Information with a third party.
To utilize certain features, You may be required to upload documents (“Customer Data”) into the PentaCue for the purpose of enabling certain features.
As between the parties, You retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. You grant to PentaCue and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data and Your Input to the extent necessary to provide the Service to You, to prevent or address service or technical problems with the Service, or as may be required by law.
Your use of the Service and all Customer Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to You. You are responsible for the accuracy, content and legality of all Customer Data
You are utilizing the PentaCue via a free trial, You agree that you will do so in accordance with your instructions from PentaCue. If we believe that you are not using the free trial in good faith, we may immediately terminate your access to the Service. We reserve the right to limit the resources and features available to free trial users.
These Terms take effect when You first use the PentaCue and remain in effect until terminated. You may terminate these Terms at any time by discontinuing the use of the Service. We may similarly terminate upon notice at any time.
Upon termination, You will stop using the PentaCue, and You will promptly return, or if instructed by us, destroy any Confidential Information. The sections of these terms that customarily would survive such an agreement shall survive (for example, provisions around confidentiality, obligation to pay unpaid fees, etc.)
You warrant that You have the necessary rights in Your Customer Data and Input to use it with the PentaCue and that Your use of the PentaCue will comply with all applicable laws and regulations.
The PentaCue is provided on an as-is and as-available basis. PentaCue makes no representations or warranties of any kind, implied or expressed, with respect to the PentaCue including warranties of merchantability, title, non-infringement, or fitness for a particular purpose, which are disclaimed. PentaCue does not represent or warrant that the use of the PentaCue will be uninterrupted or error-free
In no event will either party be liable to the other party or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of income, data, profits, revenue, or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with these Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party has been advised of the possibility of such loss or damage
Other than for claims based on liability which, by law, cannot be limited (for example, tort claims for gross negligence and intentional misconduct), in no event will either party’s total liability to the other party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with these Terms exceed $500 (the “Liability Cap”)
Assignment. Neither party may assign these Terms without the advance written consent of the other party, except that PentaCue may (i) assign these Terms in their entirety to any Affiliate and (ii) assign these Terms in connection with a consolidation, merger or sale of all or substantially all of our assets
Subcontracting. PentaCue may use subcontractors and other third-party providers in connection with the performance of its activities under these Terms as it deems appropriate, provided that it remains responsible for the performance of any such subcontractors or third-party providers.
Severability and Interpretation. If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect the construction of these
Confidentiality. Each party (as the “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of these Terms; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who are bound by confidentiality obligations to the Receiving Party containing protections not materially less protective this section. If the Receiving Party is required by law or court order to disclose Confidential Information, then the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Privacy Policy. Your users will be subject to our Privacy Policy to the extent not in conflict with the Terms in using the PentaCue
Governing Law. These Terms will be governed by the laws of the State of Victoria and the Australia without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods.
Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or its breach, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Melbourne, Australia.
Notice. All notices must be in writing (in English) and addressed to the parties via email: (i) for PentaCue, notice must be sent to contact@pentacue.com; and (ii) for You, to the email address associated with Your user account. Notices will be deemed given upon receipt.
No Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by the waiving Party.
Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties in connection with Your use of the PentaCue and supersede and cancel all previous written and oral agreements, understandings, and communications relating to the subject matter in these Terms. Each party represents that, in connection with the PentaCue, it has not relied on any term or representation not contained in these Terms.
Export Control. The parties agree to comply with all export and import laws and regulations of the Asutralia and other applicable jurisdictions.
Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure results from any cause beyond such party’s reasonable control that could not have been prevented through the use of commercially reasonable safeguards, including acts of God, labor disputes, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war
Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties in connection with Your use of the PentaCue and supersede and cancel all previous written and oral agreements, understandings, and communications relating to the subject matter in these Terms. Each party represents that, in connection with the PentaCue, it has not relied on any term or representation not contained in these Terms.
“Acceptable Use Policy” means PentaCue’s policy governing the use of its service
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity where “control,” for the purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests in the subject entity.
“Basic Service” is the basic functionality of the PentaCue made available to You as part of these Evaluation Terms in which users provide Input and receive Output.
“Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Content specific to You and Customer Data are Confidential Information.
“Content” means Input and Output collectively.
“PentaCue” means PentaCue Corporation, a Delaware corporation as well as all of its Affiliates.
“Customer Data” has the meaning set forth in Section 5.1
“Disclosing Party” has the meaning set forth in Section 10.5.
“Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided to PentaCue by You relating to our offerings. Feedback excludes Customer Data and Content.
“PentaCue” means the software-as-a-service offering made available by PentaCue at http://app.pentacue.com.
“Input” means the query provided by a user to the PentaCue.
“Liability Cap” has the meaning set forth in Section 9.2
“Output” means the output provided by the PentaCue to a user in response to such user’s Input.
“Privacy Policy” means PentaCue’s policy governing the privacy provisions related to its Service as located at http://www.pentacue.com
“Receiving Party” has the meaning set forth in Section 10.5.
“Security Addendum” means PentaCue’s addendum governing the security provisions related to its Service
“Service” means the PentaCue.
“Service Terms” means the additional terms that govern the use of Preview Features as well as other optional offerings and features of the PentaCue
“Terms” has the meaning set forth in Section 1.3.
“Usage Data” means information reflecting the access, interaction, or use of the PentaCue by or on behalf of Customer including frequency, duration, volume, features, functions, visit, session, click through or click stream data, and statistical or other analysis, information, or data based on, or derivative works of, the forgoing. Other than as strictly required for billing purposes, Usage Data does not include Content, Customer Data, Customer Confidential Information, or any information that identifies or reasonably would permit identification of any Content, Customer Data, or Customer Confidential Information.
“You” or “Your” means either (1) in the case of an individual, the person contracting for the use of the PentaCue; or (2) in the case of a legal entity, the organization contracting for the use of the PentaCue.