Perspicace Terms of Service

Effective Date 4 October 2018

In Brief: Please read these Terms of Service carefully as it contains important information about your legal rights. Our Terms of Service is an important contract between us and our users and we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.

Summary

We have defined specific terms in use throughout this agreement and our related policies. Defining these terms here in a central location hopefully improves clarity and correct interpretation when you encounter them in context.

Perspicace Inc. is a management and technology consulting, software and services company operating in the fields of artificial intelligence (AI) and high performance computing (HPC). Perspicace provides end-to-end Contextual AI design services, working with you to develop your AI-driven business strategy, mitigate business and technical risks while building capacity, and drive innovation through accelerated time-to-results.

Make sure your account information is accurate and that you keep your account safe. You are responsible for your account and any activity on it. Also, you need to be at least 16 years old to use Perspicace.

Perspicace hosts a wide variety of collaborative projects from all over the world, and that collaboration only works when our users are able to work together in good faith. While using the service, you must follow this Acceptable Use Policy, which includes some restrictions on content you can post, conduct on the service, and other limitations. In short, treat each other with respect, tolerance and compassion.

When you upload content to Perspicace, you still own it. You do, however, give us permission to use it in ways necessary to provide, improve, promote and protect our services. For example, when you upload a dataset, you give us the right to save it and process it at your direction. We hope that you will help us to jointly publish and promote our results but you have the option to opt-out.

As a component of Perspicace Services, You may establish Private Repositories or Private Shared Workspaces (“Private Workspaces”). Whether You retain or delegate administrative control, You remain the legal owner and data controller of said Private Workspace. At your direction, Perspicace shall assume the role as your data processor in service of your written instructions. We treat Private Workspaces and their associated Collaborations, Content and Results as confidential, unless specifically labeled and detailed separately in the Service Level Agreement.

This section details important provisions, rights and responsibilities in the areas of our collaboration results and inventions, publications, and subsequent promotion. We hope that you will help us to jointly publish and promote our results but you have the option to opt-out. We outline our Perspicace goals for open source contributions, promoting education and dissemination of industry best practices, and the potential for creating commercial managed services to address unmet needs.

If you use or connect another service on or to Perspicace, follow a link to another site or work with a third party, what happens is between you and them. We’re not responsible for it or what either of you do.

Perspicace is protected by copyright, trademark and other US and foreign laws. This section summarizes what we own and how we share.

To operate effectively and protect the security and integrity of Perspicace, we need to maintain control over what happens on our services.

Our Privacy Policy explains how we collect, use and share your personal information for our own purposes. Be sure to read it carefully, and note that we will update it from time to time. It is really important that you comply with data protection laws when using the services, such as when you upload and otherwise process datasets supplied by you, including public or anonymized datasets, licensed third-party datasets, fully-consented patient research datasets, or other datasets containing personally identifiable information (PII) or protected health information (PHI). Our Data Processing Addendum explains how we handle, on your instructions, others’ personal information you provide when you engage Perspicace Professional Services. Be sure to read that carefully also.

We comply with copyright law, and respond to complaints about copyright infringement in accordance with our Copyright Policy.

Perspicace provides professional services, as well as subscription and transactional services. This section explains how we handle payments and fees associated with the Services. For subscription services, we’ll automatically bill you in regular intervals (such as monthly or annually) unless you disable auto-renewal or cancel your subscription. You can do that anytime. You can also make payments against your invoice using our website.

Either of us can end this agreement at any time. You may close your Account at any time. If you do so, we’ll treat your information responsibly.

We work hard to make Perspicace great, but the services are provided as is, without warranties.

We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.

You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.

Before filing a claim against Perspicace, you agree to try to work it out informally with us first. Also, all formal disputes must be resolved through binding arbitration following the rules described below. Finally, claims can only be brought individually, and not as part of a class action.

We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.

This section includes some additional important terms. For instance, this Agreement is the whole agreement between us regarding your use of Perspicace. This Agreement is governed by US law. If you’re reading this in a language other than English, note that the English language version controls.

These Terms of Service ("Terms") cover your use of and access to the sites, products, applications, tools and features (collectively, the "Services") provided by Perspicace (as defined below), including without limitation during free trials, on the website and domains of www.perspicace.ai, and on Perspicace web and mobile applications.

By using or accessing the Services, you're agreeing to these Terms, our Privacy Policy, our DMCA Copyright Policy, and our Data Processing Addendum (collectively, this “Agreement”). If you're using the Services for a legal entity, you're agreeing to this Agreement on behalf of that entity, and you represent and warrant that you can do so. If you don’t agree to all the terms in this Agreement, you may not use or access the Services.

In building this set of policies, we have assimilated and adapted similar policies from across our different industry partners; if there are inadvertent omissions or need for clarification, Perspicace is solely accountable to further improve these policies. We’ve tried to make this Agreement fair and straightforward, but feel free to contact us if you have any questions or suggestions.

In Brief: We have defined specific terms in use throughout this agreement and our related policies. Defining these terms here in a central location hopefully improves clarity and correct interpretation when you encounter them in context.

1. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the "Terms") and all other operating rules, policies (including the Perspicace Privacy Policy) and procedures that we may publish from time to time on the Website. Most of our site policies are available at www.perspicace.ai/legal-policies.

2. The “Service” refers to the applications, software, products, and services provided by Perspicace.

3. The “Website” refers to Perspicace website located at www.perspicace.ai, and all content, services, and products provided by Perspicace at or through the Website. It also refers to Perspicace-owned subdomains of perspicace.ai, such as education.perspicace.ai and our Perspicace public repository maintained on GitHub. These Terms also govern Perspicace conference websites and product websites. Occasionally, websites owned by Perspicace may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.

4. “The User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 16 years of age.

5. “Perspicace,” “We,” “Us,” and “Our” refer to Perspicace Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.

6. “Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, algorithms, statistical models, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. "Your Content" is Content that you create or own.

7. An "Account" represents your legal relationship with Perspicace. A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on Perspicace.

8. “Workspace” is a shared collaboration area that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A User Account can be a member of any number of Workspaces. Public and Private Workspaces may be established using various third party hosting providers, such as Amazon Web Services, GitHub public and private repositories, various third party institutions, or privately hosted and maintained at Your premises. Perspicace-controlled workspaces including the Perspicace website, the Perspicace public repository hosted on GitHub, and Perspicace Services represent Perspicace as data controller. Shared Workspaces established in support of a specific collaboration represent You as data controller and Perspicace as data processor, with Perspicace operating on Your explicit instructions, as outlined in the Perspicace Data Processing Addendum and relevant Service Level Agreement.

In Brief: Perspicace Inc. is a management and technology consulting, software and services company operating in the fields of artificial intelligence (AI) and high performance computing (HPC).  Perspicace provides end-to-end Contextual AI design services, working with you to develop your AI-driven business strategy, mitigate business and technical risks while building capacity, and drive innovation through accelerated time-to-results.

“Perspicace Professional Services” comprise AI HPC consulting services across discovery, advisory, design, prototype, implementation, benchmarking, optimization, deployment, and expertise transfer. References to “Services” in the Agreement include Perspicace Professional Services.

“Perspicace Subscription Services” consist of individual data analytics services available on a monthly or annual subscription model. References to “Services” in the Agreement include Perspicace Subscription Services.

At the outset of any collaboration, we develop a project proposal featuring a crisp Statement of Work (“SOW”) which outlines clear milestones, deliverables, and responsibilities to ensure early, consistent results. We take our fiscal responsibility to you seriously, working against not-to-exceed budgets with consistently high return-on-investment.  In some cases, we may help you identify suitable sources of project financing.

To engage Perspicace Professional Services, you must sign a Service Level Agreement (“SLA”) which describes the collaboration, may include additional terms and conditions, and incorporates the statement of work (“SOW”) for each specific project. Each SLA is made part of the Agreement. Any SLA (together with this Agreement as amended by such SLA) is intended by the parties as a final, complete and exclusive expression of the terms of their agreement and supersedes all prior agreements and understandings (whether oral or written) between the parties with respect to such subject matter. If there is a conflict between an SLA and this Agreement, and the SLA explicitly states that it intends to modify the conflicting terms, then the SLA will control.

You acknowledge that Perspicace does not provide legal or compliance advice. You are responsible for making your own assessment of your legal and regulatory requirements and whether your proposed use of the Services meets those requirements.

In Brief: Make sure your account information is accurate and that you keep your account safe. You are responsible for your account and any activity on it. Also, you need to be at least 16 years old to use Perspicace.

Account Requirements. To use many of the Services, you must first create an account (“Account”). You agree to provide us with valid and updated contact details in order for us to service your account. If you are accepting these terms on behalf of a legal entity, we need more information about the legal entity. If you opt for a paid Account, additional information will be necessary for billing purposes. We only collect the minimum information necessary and we will never sell your information.

• The Services are not intended for and may not be used by children under the age of 16. By using the Services, you represent that you're at least 16. If you’re under the age of 18, depending on where you live, you may need to have your parent or guardian’s consent to this Agreement and they may need to enter into this Agreement on your behalf.

• You must be a human to create a User Account. Accounts registered by “bots” or other automated methods are not permitted.

• Your login may only be used by one person — i.e., a single login may not be shared by multiple people. A shared Workspace or Institution may only provide access to as many User Accounts as your subscription allows. A person or legal entity may maintain no more than one free User Account.

Account Controls. Please safeguard your Account and make sure others don't have access to your Account or password. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Account.

• Users. Subject to these Terms, you retain ultimate administrative control over your User Account and the Content within it.

• Machine Account. A legal entity may setup a machine account, to be used exclusively for performing automated tasks. A machine account is an Account set up by a human who represents and is authorized to accept the Terms on behalf of a legal entity, and is responsible for its actions. While multiple users may direct the actions of a machine account, the legal owner of the Account is ultimately responsible for the machine's actions.

• Workspace. The "owner" of a Workspace that was created under these Terms has ultimate administrative control over that Workspace and the Content within it. Within the Service, an owner can manage User access to the Workspace data and projects. If you are the owner of a Workspace under these Terms, we consider you responsible for the actions that are performed on or through that Workspace.

Third Party Terms. In some situations, third parties' terms may apply to your use of Perspicace. For example, you may be a member of an organization on GitHub with its own terms or license agreements; you may download an application that integrates with AWS; or you may use Perspicace to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you.

In Brief: Perspicace hosts a wide variety of collaborative projects from all over the world, and that collaboration only works when our users are able to work together in good faith. While using the service, you must follow this Acceptable Use Policy, which includes some restrictions on content you can post, conduct on the service, and other limitations. In short, treat each other with respect, tolerance and compassion.

Compliance with Laws and Regulations. Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

Content Restrictions. You agree that you will not under any circumstances upload, post, host, or transmit any content that:

• is unlawful or promotes unlawful activities;

• is or contains sexually obscene content;

• is libelous, defamatory, or fraudulent;

• is discriminatory or abusive toward any individual or group;

• contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or

• infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.

Conduct Restrictions. While using Perspicace, you agree that you will not under any circumstances:

• harass, abuse, threaten, or incite violence towards any individual or group, including Perspicace employees, officers, and agents, or other Perspicace Users;

• use our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;

• attempt to disrupt or tamper with Perspicace servers in ways that could harm our Website or Services, to place undue burden on Perspicace servers through automated means, or to access Perspicace Services in ways that exceed your authorization;

• impersonate any person or entity, including any of our employees or representatives, including through false association with Perspicace, or by fraudulently misrepresenting your identity or site's purpose; or

• violate the privacy of any third party, such as by posting another person's personal information without consent.

Services Usage Limits. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without Perspicace express written permission. You agree to observe reasonable bandwidth usage. You agree to work with Us to anticipate projects with larger bandwidth utilization requirements and plan with Perspicace to accommodate accordingly.

Only Use Content You’re Allowed To Use. You represent and warrant that you own all rights to Your Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license Your Content via the Services and in the manner required by this Agreement. If we use Your Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others' intellectual property, trade secret or other rights. Please don't copy, upload, download or share content unless you have the right to do so.

Share Responsibly. The Services let you share Content including without limitation on social media and the open web, so please think carefully about Your Content. We’re not responsible for what you share via the Services.

Your Shared Workspaces And Your End Users Are Your Responsibility. Your Shared Workspaces may have their own visitors, customers and users (“End Users”). You understand and agree that Your Shared Workspaces and your End Users are your responsibility, and you’re solely responsible for compliance with any laws or regulations related to Your Shared Workspaces and/or your End Users. We’re not liable for, and won’t provide you with any legal advice regarding, Your Shared Workspaces or your End Users. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement.

In Brief. When you upload content to Perspicace, you still own it. You do, however, give us permission to use it in ways necessary to provide, improve, promote and protect our services. For example, when you upload a dataset, you give us the right to save it and process it at your direction.

Your Content Stays Yours. Users of the Services (whether you or others) may provide us with content, including without limitation structured and unstructured data, text, photos, images, audio, video, code, statistical models, and any other materials (“Content"). Your Content stays yours, except for the limited rights that enable us to provide, improve, promote and protect the Services as described in this Agreement.

Responsibility for Your Content. You are solely responsible for the content of, and for any harm resulting from, any Your Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of Your Content.

Third Party Content. You are solely responsible for your use of Third Party Content, and this includes any Third Party Content recommended by Perspicace. Other than Third Party Content, Content that Perspicace provides as part of the Perspicace Professional Services is “Perspicace Content.” You are solely responsible for testing, deploying, maintaining and supporting Content provided or recommended by Perspicace.

Any materials or information that you own or license from a third party that is provided to Perspicace as part the Perspicace Professional Services are “Your Content.” If you choose to provide access to Your Content to Perspicace, then you will ensure that you have adequate rights and permissions to do so.

Perspicace May Remove Content. We do not prescreen Your Content, but we have the right (though not the obligation) to refuse or remove any Content that, in our sole discretion, violates any Perspicace terms or policies.

Your License to Us. We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you and other users; analyze it on our servers; create derivative works and share it with other users; and perform it, in case Your Content is something like music or video. This license does not grant Perspicace the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service. This Section does not affect any rights you may have under applicable data protection laws, confidentiality, and mutual non-disclosure agreements.

Your License to Other Users. Any Content you post publicly, including issues, comments, and contributions to other Users' repositories, may be viewed by others. By setting your repositories to be viewed publicly, you agree to allow others to view and "fork" your repositories (this means that others may make their own copies of Content from your repositories in repositories they control).

If you set your Shared Workspaces and repositories to be viewed publicly, you grant each User of Perspicace a nonexclusive, worldwide license to use, display, and perform Your Content through the Perspicace Service and to reproduce Your Content solely on Perspicace as permitted through Perspicace functionality (for example, through forking). You may grant further rights if you adopt a license. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Perspicace Users.

Open Source Contributions Under Repository License. Whenever you make an open source contribution to a repository containing notice of a license, you license your contribution under the same terms, and you agree that you have the right to license your contribution under those terms. If you have a separate agreement to license your contributions under different terms, such as a contributor license agreement, that agreement will supersede.

Isn't this just how it works already? Yep. This is widely accepted as the norm in the open-source community; it's commonly referred to by the shorthand "inbound=outbound". We're just making it explicit.

Moral Rights. You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in this Agreement, but not otherwise.

To the extent this agreement is not enforceable by applicable law, you grant Perspicace the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

In Brief: As a component of Perspicace Services, You may establish Private Repositories or Private Shared Workspaces (“Private Workspaces”). Whether You retain or delegate administrative control, You remain the legal owner and data controller of said Private Workspace. At your direction, Perspicace shall assume the role as your data processor in service of your written instructions. We treat Private Workspaces and their associated Collaborations, Content and Results as confidential, unless specifically labeled and detailed separately in the Service Level Agreement.

Control of Private Repositories. As a component of Perspicace Services, You may establish Private Repositories or Private Shared Workspaces (“Private Workspaces”). You have the option to retain administrative control over the repository or delegate said control to Perspicace. Whether You retain or delegate administrative control, You remain the legal owner and data controller of said Private Workspace.

Data Controller, Data Processor. At your direction per a Service Level Agreement and governed by these Terms, our Data Processing Addendum, our Privacy Policy, and our Mutual Non-Disclosure Agreement, Perspicace shall assume the role as your data processor in service of your written instructions.

Confidentiality. We treat Private Workspaces and their associated Collaborations, Content and Results as confidential, unless specifically labeled and detailed separately in the Service Level Agreement. Perspicace will protect the contents of Private Workspaces from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.

Access. Only those Perspicace employees or agents with a legitimate business need to know, with an active role in the Private Collaboration, and with training in appropriate risks & controls, data security and safe handling processes, will be granted access to your Private Workspace.

With Your consent, knowledge and instruction, these employees or agents may only access the content of your Private Workspace in the following situations: data processing tasks, operational support, and security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability and resilience of Perspicace systems and Services.

In Brief: This section details important provisions, rights and responsibilities in the areas of our collaboration results and inventions, publications, and subsequent promotion. We hope that you will help us to jointly publish and promote our results but you have the option to opt-out. We outline our Perspicace goals for open source contributions, promoting education and dissemination of industry best practices, and the potential for creating commercial managed services to address unmet needs.

Rights in Results and Inventions. While it is not anticipated that any intellectual property will be created and filed for patent under a Perspicace collaboration, You and Perspicace agree that all rights in Results and any inventions conceived or reduced to practice from Results (“Invention/(s)”) shall be owned jointly. You and Perspicace grant each other a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use the Results and Inventions for any purpose. The grant of any specific exclusive rights on Results or Inventions shall be subject to a separate written agreement.

You and Perspicace agree not to assert against each other any other proprietary rights that would prohibit either party from using, practicing, improving or developing the Results and Inventions for research and development. You and Perspicace each agrees to include this non-assert obligation in any assignment of rights in their Results and Inventions to a third party.

Unless specified by separate written agreement, Perspicace will generally seek to publish and contribute to open source the models, code, methodologies, and best practices developed and improved during a particular collaboration, as a part of its contributions and ongoing work with the open source community. We will also seek to develop educational and promotional materials to further evangelize the safe, unbiased and ethical use of AI. We may also create managed services based upon these open source contributions and best practices. This Section does not affect any rights you may have under applicable data protection laws, confidentiality, and mutual non-disclosure agreements.

Joint Publication. We (You and Perspicace) may choose to publish the results of our collaboration (“Our Results”), provided that Publication is subject to each other’s review. Prior to any Publication, we shall provide to each other at least 30 (thirty) days prior to submission for publication or the date of the presentation, copies of the concerned abstracts, posters, manuscripts of articles, papers or videos (“Publication”). We shall agree in good faith on the Publication, including appropriate acknowledgements of contributions, and comply with any request to delete references to subject matter to be used for a patent application or Confidential Information. Joint Press Releases require advance review and written approval by both You and Perspicace.

Named Promotional Campaigns. Once Our Results have been jointly reviewed, approved and made publicly available, you grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of Publication, including without limitation names, trademarks, service marks or logos, for the limited purpose of Perspicace marketing and promotional activities. For example, we may feature Our Results on our Portfolio pages, through our social media accounts, or promote through industry keynotes and webinars. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Our Results or names, trademarks, service marks or logos in Publication and any right of inspection or approval of any such use.

You can opt-out of Named Promotional Campaigns at any time by sending an email to marketing@perspicace.ai. If you opt-out of Named Promotional Campaigns, we reserve the right to promote Our Results suitably anonymized, without specifically naming your institution, outside of including appropriate individual acknowledgements. This Section does not affect any rights you may have under applicable data protection laws, confidentiality, and mutual non-disclosure agreements.

In Brief: If you use or connect another service on or to Perspicace, follow a link to another site or work with a third party, what happens is between you and them. We’re not responsible for it or what either of you do.

Third Party Sites. The Services may contain links to third party sites. When you access third party sites, you do so at your own risk. We don’t control and aren’t liable for those sites and what those third parties do.

Third Party Services. The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make available to you their content and products. Examples of Third Party Services include cloud hosting providers, code and collaboration partners, social media platforms, eCommerce Payment Processors, various integration partners and service providers. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. Perspicace makes no warranties of any kind in relation to Third Party Services and is not liable for disclosures to third parties that you authorize to access Your Content. Your use of any third-party applications is at your sole risk. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).

In Brief: Perspicace is protected by copyright, trademark and other US and foreign laws. This section summarizes what we own and how we share.

Perspicace Rights to Content. Perspicace and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. This Agreement doesn't grant you any right, title or interest in the Services, our trademarks, logos or other brand features or intellectual property or trade secrets or others’ content in the Services. The look and feel of the Website and Service is copyright © Perspicace Inc. All rights reserved. You agree not to change, translate or otherwise create derivative works of the Services or others’ Content.

We Can Use Your Feedback For Free. We welcome your feedback, ideas or suggestions (“Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.

Sample Files and Applications. Perspicace may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Perspicace makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

Beta Services. We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Perspicace will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

Perspicace Trademarks and Logos. Perspicace, Perspicace logo, the names of individual Services and their logos are trademarks of Perspicace Inc. You agree not to display or use, in any manner, the Perspicace trademarks, without Perspicace prior permission. We will make available, upon request, high-resolution logos and trademarks for the following approved usages:

• Use the Perspicace logo to link to www.perspicace.ai

• Use the Perspicace logo in social buttons to link to your Perspicace project

• Use the Perspicace logo to advertise that your product has built-in Perspicace integration

• Use the Perspicace logo in a blog post or news article about Perspicace

License to Perspicace Policies. This Perspicace Terms of Service Agreement is derived from a number of industry examples, including the GitHub Terms of Service licensed under this Creative Commons Zero license. No endorsements are implied. Perspicace makes no warranties about the work, and disclaims liability for all uses of the work, to the fullest extent permitted by applicable law. This Perspicace Terms of Service is licensed under this Creative Commons Zero license.

In Brief: To operate effectively and protect the security and integrity of Perspicace, we need to maintain control over what happens on our services.

Important Things We Can Do. We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to your Account or parts, some or all of Your Shared Workspaces; and (e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).

In Brief: Our Privacy Policy explains how we collect, use and share your personal information for our own purposes. Be sure to read it carefully, and note that we will update it from time to time. It is really important that you comply with data protection laws when using the services, such as when you upload and otherwise process datasets supplied by you, including public or anonymized datasets, licensed third-party datasets, fully-consented patient research datasets, or other datasets containing personally identifiable information (PII) or protected health information (PHI). Our Data Processing Addendum explains how we handle, on your instructions, others’ personal information you provide when you engage Perspicace Professional Services. Be sure to read that carefully also.

Privacy Policy. By visiting our Site or using the Services, you confirm that you have read and understood our Privacy Policy. We may change it from time to time, which will be reflected in the Effective Date noted at the beginning of the document.  Our Privacy Policy governs when we act as data controller.

Data Processing Addendum. Our Data Processing Addendum forms part of this Agreement. We generally work with public or otherwise anonymized datasets. You need to notify and instruct us as your data processor when you will be supplying us with sensitive or otherwise protected data, including licensed third-party datasets, fully-consented patient research datasets, or datasets which contain personally identifiable information (PII) or protected health information (PHI).

You Must Comply With Data Protection, Security And Privacy Laws. You agree and warrant that you are solely responsible when using Your Workspaces or the Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation and the EU e-Privacy Directive/Regulation), including any notice and consent requirements. This includes without limitation the collection and processing by you of any personal data, when you use Your Workspaces and the Services.

Protect And Improve The Services. You agree that we may protect and improve our Services through analysis of your use of the Services in anonymized, deidentified and/or aggregated form. See our Privacy Policy for more information about how and what we do in this regard.

In Brief: We comply with copyright law, and respond to complaints about copyright infringement in accordance with our Copyright Policy.

We respect the intellectual property of others and ask that you do too. If you believe that content on our website violates your copyright, please contact us in accordance with our Digital Millennium Copyright Act Policy. There may be legal consequences for sending a false or frivolous DMCA Take-Down Notice. Before sending a Take-Down request, you must consider legal uses such as fair use and licensed uses.

If you believe your content on Perspicace was mistakenly disabled by a DMCA Take-Down request, you have the right to contest the Take-Down by submitting a DMCA Counter-Notice, as provided in our DMCA Policy.

We reserve the right to delete or disable content alleged to be infringing, and to terminate the Accounts subject to repeat infringement of this policy.

In Brief: Perspicace provides professional services, as well as subscription and transactional services. This section explains how we handle payments and fees associated with the Services. For subscription services, we’ll automatically bill you in regular intervals (such as monthly or annually) unless you disable auto-renewal or cancel your subscription. You can do that anytime. You can also make payments against your invoice using our website.

Perspicace Professional Services. Each Statement of Work (SOW) will show the charges for the Perspicace Professional Services that Perspicace will provide. Charges are exclusive of applicable taxes, duties and levies (e.g., VAT, GST, sales tax and use tax). Charges for Perspicace Professional Services are in addition to any applicable fees for your use of the other Services. Perspicace will invoice you monthly for the Perspicace Professional Services and you must pay all invoiced amounts in accordance with the terms of the Agreement. Payments for Perspicace Professional Services are not refundable.

Perspicace Subscription and Transactional Services. Subscription Services will remain in effect until cancelled or terminated in accordance with this Agreement. We’ll tell you about fees for Services before charging you. You may cancel Subscription Services at any time via the Services. If you don't pay for Services on time, we reserve the right to suspend or cancel your access to the Services. Transaction fees and additional fees may also apply to certain portions of the Services, and we’ll tell you about those fees before charging you. Our fees will appear on an invoice that we provide via the Services, unless otherwise indicated. Please note that different Services have different fees and payment schedules, and canceling one Service may not cancel all your Services.

Taxes. All fees are exclusive of applicable national, provincial, state, local or other taxes (“Taxes”), unless explicitly stated otherwise. You're responsible for all applicable Taxes, and we'll charge Taxes in addition to the fees for the Services when required to do so. If you're exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided we’re satisfied it’s valid and applicable, only apply from and after the date we receive such documentation. If Perspicace has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where Perspicace does not have a legal obligation to pay or collect indirect Taxes on a sale of Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).

Automatic Renewals. To ensure uninterrupted service, we'll automatically bill you for Subscription Services from the date you submit your initial payment and on each renewal period afterwards until cancellation. Your renewal period will be equal in time to the renewal period of your current subscription. For example, if you're on a monthly subscription plan, each billable renewal period will be for one month. We’ll automatically charge you the applicable amount using the payment method you have on file with us. We’ll let you know in advance if you’re purchasing a Subscription Service that includes auto-renewal payments. You can disable auto-renewal at any time via the Services; your access to the Services will continue through the end of the current billing period.

Refunds. While you may cancel any Services at any time, you won't be issued a refund except in our sole discretion, or if legally required. With Subscription Services, we offer a free trial so you can try out the Service prior to starting subscription. Please note applicable statutory rights of cancellation may not result in a refund, as we do not charge for this trial period.

Fee Changes. We may change our fees at any time. We’ll provide you with advance notice of these fee changes via the Services. New fees will not apply retroactively. If you don't agree with the fee changes, you have the right to reject the change by canceling the applicable Service before your next payment date.

Chargebacks. If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to Contact Us before filing a Chargeback. We reserve our right to dispute any Chargeback.

Our Payment Processor. We use a third party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. Our current Payment Processor is Stripe, and your payments are processed by Stripe in accordance with Stripe’s terms of service and privacy policy. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.

Fees For Third Party Services. Third Party Services purchased via the Services may be subject to different refund policies that those Third Party Services determine, and they may be non-refundable. The purchase terms and conditions for such Third Party Services may be displayed during the purchase process, such as through a link to the purchase terms and conditions. It's your responsibility to verify your ability to purchase, cancel or obtain a refund for a Third Party Service. Unless otherwise stated in this Agreement, we don’t offer refunds for purchases of Third Party Services.

In Brief: Either of us can end this agreement at any time. You may close your Account at any time. If you do so, we’ll treat your information responsibly.

Termination. This Agreement will remain in effect until terminated by either you or us. You may terminate this Agreement at any time by sending us written instructions on how to disposition your Account and any residual content. If you have separately established shared workspaces or repositories with third parties, it is your responsibility to manage those accounts.

Upon Cancellation. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your repositories within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your Account is cancelled.

We will not delete Content that you have contributed to other Users' repositories or that other Users have forked.

Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after Account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade. We reserve the option to charge you the cost of media, shipping and handling if we cannot easily accommodate the request through SFTP or other secure electronic means of transmission.

Perspicace May Terminate. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you're violating these Terms or our Acceptable Use Policy. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Services.

Survival. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, dispute resolution, limitations of liability and additional terms.

In Brief: We work hard to make Perspicace great, but the services are provided as is, without warranties.

Perspicace provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

Perspicace does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

In Brief: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

• the use, disclosure, or display of your User-Generated Content;

• your use or inability to use the Service;

• any modification, price change, suspension or discontinuance of the Service;

• the Service generally or the software or systems that make the Service available;

• unauthorized access to or alterations of your transmissions or data;

• statements or conduct of any third party on the Service;

• any other user interactions that you input or receive through your use of the Service; or

• any other matter relating to the Service.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control. Our aggregate liability under this Agreement will not exceed the amount you actually pay us under this Agreement for the Service that gave rise to the claim during the 12 months prior before the liability arose. The limitations in this Section apply only to the maximum extent permitted by applicable law.

In Brief: You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.

If you have a dispute with one or more Users, you agree to release Perspicace from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that Perspicace (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Perspicace of all liability); and (3) provides to you all reasonable assistance, at your expense.

In Brief: Before filing a claim against Perspicace, you agree to try to work it out informally with us first. Also, all formal disputes must be resolved through binding arbitration following the rules described below. Finally, claims can only be brought individually, and not as part of a class action.

Informal Resolution. Before filing a claim against Perspicace, you agree to try to resolve the dispute by first emailing legal@perspicace.ai with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or Perspicace may then bring a formal proceeding.

Independent Recourse Mechanism. Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Oregon and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Perspicace may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

In Brief: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service. You can view all changes to these Terms in our Legal Policy repository.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

In Brief: This section includes some additional important terms. For instance, this Agreement is the whole agreement between us regarding your use of Perspicace. This Agreement is governed by US law. If you’re reading this in a language other than English, note that the English language version controls.

Entire Agreement. This Agreement constitutes the entire agreement between you and Perspicace regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights.

Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and Perspicace and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of Oregon, without regard to conflict of law provisions. You and Perspicace agree to submit to the exclusive jurisdiction and venue of the courts located in Multnomah County in the City of Portland, Oregon.

Section Headings and Summaries. Throughout this Agreement, each section includes titles and brief summaries of the important terms and conditions. These section titles and brief summaries are not legally binding.

Waiver, Severability And Assignment. Our failure to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice.

Electronic Communications. By using our Site or Services or sending us emails, you consent to communicate and transact business with Perspicace electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Perspicace Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Events Beyond Our Control. We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.

Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

Translation. This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.

Questions. Questions about the Terms of Service or any of our policies? Contact us.