1.0 These terms

These Terms of Service (“Terms”) are an agreement between you and SOVRINT Inc. (“SOVRINT”, “we”, “us”). They govern your use of www.sovrint.com (the “Site”) and, together with the customer agreement described below, the SOVRINT narrative intelligence platform (the “Platform”). The Site and Platform together are the “Services”.

Organizations subscribe to the Platform under an order form, master subscription agreement or similar written contract (a “Customer Agreement”). If you use the Platform as an authorized user of a customer’s workspace, the Customer Agreement governs that use and prevails over these Terms where the two conflict. The Acceptable Use Policy, Privacy Policy and, for customers, Data Processing Agreement form part of these Terms.

By using the Services you accept these Terms. If you are accepting on behalf of an organization, you confirm that you have authority to bind it, and “you” refers to that organization.

2.0 Eligibility and accounts

You must be at least 18 years old and able to enter a binding contract. Platform accounts are created by invitation from a customer workspace; there is no public sign-up. Requests for access are made through the briefing request page.

You are responsible for keeping your credentials confidential and for all activity under your account. Use a work email address controlled by your organization, do not share accounts, and tell us at security@sovrint.com without delay if you suspect your credentials have been compromised. Customer administrators may add, change or remove users in their workspace at any time.

3.0 Your right to use the Services

Subject to these Terms and any Customer Agreement, SOVRINT grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your organization’s internal purposes during the subscription term. You may not, and may not allow anyone else to:

copy, modify, translate or create derivative works of the Services, or reverse engineer, decompile or otherwise try to obtain their source code, models or underlying methods, except where the law expressly allows it;
sell, resell, sublicense, rent, lease or otherwise make the Services available to third parties, or use them to provide a competing service;
access the Services by automated means, scrape them, or exceed the usage limits in your Customer Agreement, other than through interfaces we document for that purpose;
circumvent or probe security or access controls, including the boundaries between customer workspaces, except as permitted by our Security Disclosure policy;
remove or obscure proprietary notices, or use SOVRINT’s names, marks or logos without written permission;
use the Services in breach of the Acceptable Use Policy or any applicable law.

4.0 Customer Content and outputs

“Customer Content” is everything you and your users add to or generate within a workspace: watchlists, cases, claims, notes, briefs, uploaded files and preserved copies of source material. As between you and SOVRINT, you own your Customer Content. You grant SOVRINT a licence to host, store, process, display and transmit it solely to provide, secure and support the Services and as the Customer Agreement or your written instructions allow.

You are responsible for your Customer Content, for having the rights and lawful basis needed to add it to the Platform and to direct the collection and preservation of publicly available material, and for how you use the outputs. The Platform organizes and presents information; it does not verify the truth of third-party content. Briefs, assessments and other outputs support analyst judgment and are not legal, financial, investment or security advice, and must not be the sole basis for a decision that affects a person’s legal rights or eligibility for anything.

SOVRINT may remove or disable access to Customer Content that we reasonably believe breaches these Terms or the law, and will tell you when we do unless the law prevents it.

5.0 Publicly available information

The Platform collects, preserves and analyses content from open sources. Those sources are controlled by third parties whose availability, terms and content can change at any time. SOVRINT does not guarantee that any source, post or record will remain accessible, and is not responsible for the content of third-party sources. Where a source, platform or individual asks us to stop collecting or to remove material, we may do so and will inform affected customers where practicable.

6.0 SOVRINT property and feedback

The Services, including software, models, interfaces, documentation and all improvements, are owned by SOVRINT and its licensors and are protected by intellectual property laws. Nothing in these Terms transfers those rights to you. If you give us feedback or suggestions, you allow us to use them without restriction or obligation to you. We may collect and use operational data about how the Services are used, such as logs and performance metrics, to operate, secure and improve them, in line with the Privacy Policy.

7.0 Confidentiality

Each party will protect the other’s confidential information with at least the care it applies to its own, and no less than reasonable care; use it only to perform under these Terms; and disclose it only to people who need it and are bound by comparable obligations. Confidential information does not include information that is public through no fault of the recipient, already known to the recipient, independently developed, or lawfully obtained from a third party. A party may disclose confidential information when legally compelled, after giving the other party notice where permitted. Customer Content is your confidential information; the non-public features and documentation of the Services are ours.

8.0 Fees

Use of the Site is free. Platform fees, billing periods and payment terms are set out in the Customer Agreement. Fees exclude taxes, which you are responsible for unless you provide a valid exemption certificate. Except where the Customer Agreement or the law provides otherwise, fees are non-refundable.

9.0 Suspension and termination

We may suspend a user or workspace immediately where we reasonably believe it presents a security risk, breaches the Acceptable Use Policy, or exposes SOVRINT or others to liability. We will limit the suspension to what is needed and tell the customer administrator promptly. Either party may terminate a Customer Agreement for material breach that is not cured within 30 days of written notice, or as that agreement otherwise provides.

When a subscription ends, access stops. For 30 days after termination you may ask us to export your Customer Content in a standard format. After that period we delete it in line with the Data Processing Agreement, except where the law or a legal hold requires us to keep it. Sections that by their nature should survive termination do so, including sections 4.0, 6.0, 7.0 and 10.0 to 15.0.

10.0 Warranties and disclaimers

To customers under a Customer Agreement, SOVRINT warrants that the Platform will perform materially as described in its documentation. Your remedy for breach of that warranty is for us to correct the problem, or, if we cannot, for you to terminate the affected subscription and receive a refund of prepaid fees for the remaining term.

Except for that warranty, the Services are provided “as is” and “as available”. To the fullest extent permitted by law, SOVRINT disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, that any source will remain available, or that third-party content or any output is accurate, complete or current.

11.0 Indemnities

You will defend and indemnify SOVRINT against third-party claims arising from your Customer Content, your use of the Services in breach of these Terms or the law, or decisions you make in reliance on outputs. SOVRINT will defend and indemnify customers under a Customer Agreement against third-party claims that the Platform, as provided by us, infringes that party’s intellectual property rights, except where the claim arises from Customer Content, from combination with things we did not supply, or from use in breach of these Terms. The indemnified party must give prompt notice, reasonable cooperation and control of the defence to the indemnifying party.

12.0 Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, however caused and under any theory of liability, even if advised of the possibility. Each party’s total liability arising out of the Services will not exceed the fees paid or payable by the customer in the twelve months before the event giving rise to the claim, or, for free use of the Site, one hundred US dollars.

These limits do not apply to a party’s indemnification obligations, to breach of section 7.0, to a party’s gross negligence or wilful misconduct, or to liability that cannot be limited by law.

13.0 Export controls and sanctions

The Services may be subject to United States export control and sanctions laws. You confirm that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive US sanctions, and that you are not on any US or other applicable restricted-party list. You will not use or export the Services in breach of those laws.

14.0 Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law rules. The state and federal courts located in Delaware have exclusive jurisdiction over disputes arising from these Terms or the Services, and each party submits to that jurisdiction. Either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information. A Customer Agreement may specify a different governing law or forum, in which case it prevails.

15.0 General

Order of precedence. If documents conflict, the Customer Agreement prevails, then the Data Processing Agreement for data protection matters, then these Terms, then the Acceptable Use Policy.
Changes. We may update these Terms. Material changes take effect 30 days after we notify account holders by email or through the Platform; other changes take effect when posted. Continued use after that date is acceptance.
Notices. We send notices to the email address on your account or in the Customer Agreement. You may send notices to SOVRINT through the contact page or to the address in your Customer Agreement.
Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or a successor to our business.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
Entire agreement. These Terms, the documents they incorporate and any Customer Agreement are the entire agreement on their subject and replace prior discussions. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.