1. Access and use of Decimal platform
Access to Decimal Platform
Decimal will use commercially reasonable efforts to make the Decimal Platform available to Customer. Subject to the terms and conditions of this Agreement, Decimal grants Customer a limited, non-exclusive, non-transferable right to access and use the Decimal Platform during the Term solely for Customer’s internal business purposes.
License Restrictions and Responsibilities
Customer agrees not to misuse the Decimal Service. This includes, but is not limited to: reverse engineering, providing the Service to unauthorized third parties, or failing to safeguard account access credentials.
License to Customer Data
Customer grants Decimal a license to use Customer Data solely as necessary to operate and improve the Services, including generating aggregated or de-identified data insights. Decimal does not use Customer Data to train external AI models.
Feedback
Decimal may use Customer feedback in any way, including creating derivative works or incorporating into the Services.
Third Party Services
Use of third-party integrations is at Customer’s own risk. Decimal disclaims responsibility for any third-party services or agreements.
2. Ownership and Intellectual Property
Decimal Ownership
Decimal retains ownership of the Decimal Service and all associated intellectual property.
Customer Ownership
Customer retains ownership of its own data and all intellectual property rights therein.
3. Fees and Payments
Fees and Payment Terms
Customer will pay Decimal all fees as outlined in the Order Form. Subscription fees are non-refundable, except as otherwise provided in this Agreement.
Net of Taxes
Customer is responsible for paying all applicable taxes, except those based on Decimal’s net income.
4. Term and Termination
Term and Termination
This Agreement will remain in effect for the subscription term set forth in the Order Form and will automatically renew unless either Party provides notice of non-renewal. Either Party may also terminate for material breach with 30 days’ written notice if such breach is not cured.
Effect of Termination
Upon termination, Customer must stop using the Service and pay any outstanding fees. Each Party will return or destroy the other Party’s Confidential Information as required.
Survival
Provisions related to ownership, confidentiality, fees, limitations of liability, indemnification, and any other terms that by their nature should survive will remain in effect.
5. Confidentiality
Definition of Confidential Information
“Confidential Information” includes all proprietary business, technical, and personal data disclosed by a Party in connection with this Agreement.
Exceptions
Confidential Information does not include information that is: (a) publicly available through no fault of the receiving Party; (b) already known without restriction; (c) lawfully received from a third party; or (d) independently developed without use of the disclosing Party’s information.
Use and Disclosure
The receiving Party must only use Confidential Information as necessary under this Agreement and must protect it from unauthorized disclosure with the same degree of care it uses for its own confidential information (and at least reasonable care).
Disclosures Required by Law
If required by law, the receiving Party may disclose Confidential Information but must, where legally permitted, provide advance notice to the disclosing Party.
6. Representations, Warranties, and Disclaimers
Representations and Warranties
Each Party warrants that it has the authority to enter this Agreement. Decimal warrants that the Decimal Service will perform materially in accordance with its documentation. Customer warrants that it has the necessary rights to provide Customer Data and that such data will not violate applicable law.
Disclaimer
Except as expressly stated, the Decimal Service is provided “as is” without warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
7. Limitation of liability
Disclaimer of Consequential Damages
Except for defined exceptions, neither Party is liable for indirect, incidental, or consequential damages.
General Cap on Liability
Each Party’s aggregate liability under this Agreement is capped at the total fees paid by Customer in the twelve (12) months preceding the claim, except for liability arising from confidentiality breaches, indemnification obligations, or willful misconduct.
Independent Allocations of Risk
Each limitation of liability is independently enforceable and reflects the Parties’ agreed allocation of risk.
8. Indemnification
Indemnification by Decimal
Decimal will defend Customer against claims that the Decimal Service infringes third-party intellectual property rights, excluding claims arising from (a) Customer Data, (b) modifications not made by Decimal, or (c) combinations with non-Decimal products (“Excluded Claims”).
Indemnification by Customer
Customer will indemnify Decimal against third-party claims arising from Customer’s misuse of the Service, modifications, or Customer Data.
Action in Response to Potential Infringement
If the Decimal Service becomes subject to an infringement claim, Decimal may (a) modify or replace the Service to avoid infringement, or (b) terminate this Agreement with notice and refund any prepaid fees for the remaining subscription term.
Indemnification Procedure
The indemnified Party must provide prompt notice, allow the indemnifying Party to control the defense, and reasonably cooperate. Neither Party may settle without the other’s written consent.
9. Export compliance and Government use
Indemnification by Decimal
Decimal will defend Customer against claims that the Decimal Service infringes third-party intellectual property rights, excluding claims arising from (a) Customer Data, (b) modifications not made by Decimal, or (c) combinations with non-Decimal products (“Excluded Claims”).
Indemnification by Customer
Customer will indemnify Decimal against third-party claims arising from Customer’s misuse of the Service, modifications, or Customer Data.
Action in Response to Potential Infringement
If the Decimal Service becomes subject to an infringement claim, Decimal may (a) modify or replace the Service to avoid infringement, or (b) terminate this Agreement with notice and refund any prepaid fees for the remaining subscription term.
Indemnification Procedure
The indemnified Party must provide prompt notice, allow the indemnifying Party to control the defense, and reasonably cooperate. Neither Party may settle without the other’s written consent.
10. General terms
Force Majeure
Neither Party is liable for delays caused by events beyond reasonable control.
Severability
If any provision is unenforceable, the remaining provisions remain in effect.
Relationship of the Parties
The Parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.
Remedies
Breach of confidentiality may cause irreparable harm and entitle the disclosing Party to injunctive relief.
Governing Law and Jurisdiction
This Agreement is governed by California law, and disputes will be resolved in the courts located in California.
Assignment and Binding Effect
Neither Party may assign without consent, except to a successor in interest via merger, acquisition, or sale of substantially all assets.
Notices
All notices must be in writing and delivered to the addresses specified in the Order Form.
No Waiver
Failure to enforce any provision is not a waiver of rights.
Complete Agreement
This Agreement (together with the Order Form) constitutes the entire agreement between the Parties and supersedes all prior agreements.