Last Updated: June 21st, 2024
This Terms of Service Agreement (this “Agreement”) governs the access and use of the Cassidy Service (as defined in Section 1 below). This Agreement is a legally binding contract entered into between Cassidy, Inc., a Delaware corporation (“Cassidy”) and the person or entity on whose behalf access to the Cassidy Service is obtained, as specified in the applicable Order Form, whether that is you or your employer or another person or entity (”you” or the “Customer”). Please note that Cassidy may modify the terms of this Agreement in accordance with Section 13. Please feel free to contact Cassidy at [email protected] if you have any questions about this Agreement.
PLEASE BE ADVISED THAT CASSIDY DOES NOT PROVIDE ANY WARRANTIES TO YOU, AND THESE TERMS LIMIT OUR LIABILITY AS SET FORTH IN THE SECTIONS 11 (DISCLAIMERS) AND 12 (LIMITATION OF LIABILITY).
ACCEPTANCE OF THIS AGREEMENT: BY indicating your acceptance to this agreement, entering into or accepting any CASSIDY written or electronic ORDER FORMS or online sign-up, registration, or oder flow that references this Agreement (each, aN “ORDER FORM”), OR otherwise USING OR ACCESSING THE CASSIDY SERVICE IN ANY MANNER: (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW); and (2) YOU REPRESENT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW) ON BEHALF OF THE CUSTOMER AND TO BIND THE CUSTOMER TO THE TERMS OF THIS AGREEMENT (which means that you are accepting this agreement or accessing or using the CASSIDY Service on behalf of another person or entity, e.g., your company, AND you represent that you are authorized to accept this Agreement, and use the CASSIDY Service, on behalf of such other person or entity).
IF you do NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR YOU DO NOT HAVE the requisite AUTHORITY to accept this agreement on behalf of the customer as set forth above, DO NOT accept this agreement OR otherwise ACCESS OR USE THE CASSIDY SERVICE (OR ANY PART THEREOF). UPON YOUR ACCEPTANCE OF THIS AGREEMENT AS SET FORTH ABOVE, THIS AGREEMENT WILL BE BINDING UPON BOTH CASSIDY AND CUSTOMER.
“**AI Features**” means the generative artificial intelligence (AI), large language models (LLMs), and/or machine learning (ML) functionality or features available through the Platform.
“**Authorized Users**” means Customer’s employees, contractors, representatives, and/or agents, each who are authorized by Customer to use the Cassidy Service, including, Administrators (as defined in Section 4.3).
“**Beta Features**” means any beta versions, beta features, and/or functionality of the Platform, which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description, and made available by Cassidy to Customer hereunder.
“**Cassidy Materials**” means any templates, materials or content made available by Cassidy through the Platform to generate AI automations or virtual AI assistants through the Platform.
“**Cassidy Service**” means, as applicable, the operation of and provision of access to the Platform, Cassidy Materials, Beta Features, Documentation, Support, and/or Implementation Services that are made available or provided by Cassidy to Customer under this Agreement on a subscription basis.
“**Customer Materials**” means any and all data, text, images, information, documents, content, and/or other materials that are (a) uploaded, submitted, and/or transmitted through or in connection with the use of the Platform by Customer and/or any Authorized Users, or (b) otherwise provided or made available to Cassidy by Customer and/or any Authorized User in connection with the use of the Cassidy Service. Customer Materials expressly exclude Cassidy Materials.
“**Documentation**” means Cassidy’s then-current technical and functional documentation for the Platform made available to Customer hereunder.
“**Intellectual Property Rights**” means patents and patent applications, inventions (whether or not patentable), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, mask-work rights, moral rights, author’s rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all derivatives, renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction.
“**Platform**” means Cassidy’s proprietary business automation and management hosted software platform, and any and all modified, updated, or enhanced versions thereof, made available by Cassidy to Customer on a remote online basis pursuant to this Agreement.
“**Subscription Term**” means the term of Customer’s subscription license to access the Cassidy Service as specified in the applicable Order Form, and any renewal(s) thereof pursuant to Section 8.1.
“**Usage Parameters**” means the maximum number of permitted users and/or seats for the use of the Cassidy Service specified on the applicable Order Form(s), and any other parameters applicable to the subscription plan purchased by Customer, or otherwise specified in the Order Form or in writing by Cassidy regarding the scope of use of the Cassidy Service by Customer and/or its Authorized Users.
**2.1. Subscriptions**. Subject to the terms and conditions of this Agreement, the Cassidy Service is provided on a subscription basis for the subscription term specified in the Order Form (“**Subscription Term**”), in accordance with the respective Subscription purchased under such Order Form.
**2.2. Right to Access the Platform**. Subject to the terms and conditions of this Agreement (including, payment of applicable fees), Cassidy grants to Customer a personal, non-exclusive, non-sublicensable, non-transferable limited right, during the Subscription Term, to access and use, and permit its Authorized Users to access and use, the Platform, over the internet, solely for Customer’s own business purposes, in accordance with this Agreement and the Documentation, and subject to any applicable Usage Parameters.