Terms of Service

Last Updated: February 13th, 2025 

These Terms of Service (the “Terms”) constitute a binding agreement between you and Sleuth Insights, Inc. (“Sleuth Insights,” “we,” or “us”) with respect to your access to or use of the Service (as defined herein). The Service is offered subject to your acceptance, without modification, of all terms and conditions set forth herein.
 
PLEASE READ THESE TERMS CAREFULLY.  BY CLICKING “I ACCEPT”, BY ACCESSING OR USING THE SERVICE OR ANY PORTION THEREOF IN ANY MANNER, OR BY PLACING ANY ORDER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE SLEUTH INSIGHTS PRIVACY POLICY (COLLECTIVELY, THE “AGREEMENT”); (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THIS AGREEMENT ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.  IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS, USE, INSTALL, OR ORDER THE SERVICE (AS DEFINED BELOW).
THIS AGREEMENT REQUIRES THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 22 (ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER) BELOW.
SLEUTH INSIGHTS MAY REFUSE ACCESS TO OR USE OF THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.  THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.
 
“You” as used herein means the natural person or entity that has agreed to be bound by this Agreement, including, without limitation, (i) an entity that subscribes to use the Service on a subscription or other basis (a “Subscriber”); (ii) an individual employee or representative of a Subscriber who accesses or uses the Service as an authorized user of a Subscriber (an “Authorized User”); or (iii) an individual user that registers for access to the Service for personal use (an “Individual User”). 
 
THE SERVICE. Sleuth Insights operates (i) an online service through its website with a homepage at https://sleuthinsights.com, any subdomains thereof, and any associated mobile or desktop applications (the “Site”), including all features, content, tools, applications, application program interfaces, widgets and other tools and services included thereby, and (ii) professional competitive intelligence and strategic advisory services (collectively, the “Service”). The Service includes a software platform and professional services designed to enable data-driven strategic and investment decision-making within the bioeconomy through comprehensive competitive intelligence, market analysis, and strategic advisory services. The Service may be delivered through our software platform, as customized analyses and deliverables, or as a combination of both, as specified in the applicable Order Form.
 
SCOPE OF ACCESS. The scope of your access to the Service may be determined or otherwise limited by the features of the Service (“Service Modules”) selected by you and identified and described on an order form that incorporates this Agreement, or through such other ordering process (including via a separate agreement and order form) as may be permitted by Sleuth Insights from time to time (an “Order”).  Sleuth Insights may choose not to accept Orders at its sole and absolute discretion. For the avoidance of doubt, all Orders accepted by Sleuth Insights shall be subject to the terms and conditions of this Agreement unless otherwise specified in a separate written agreement executed between you and Sleuth Insights.
 
CHANGES TO THE AGREEMENT.  Sleuth Insights reserves the right to modify or change this Agreement and its terms, as well as the fees and other amounts charged for the Service. We will provide notice of any material changes to this Agreement by posting the updated Agreement at the Site and sending an email notification to Customer’s designation account administrator(s). If you object to any material changes to this Agreement, your sole remedy shall be to terminate this Agreement within 30 days of such notice by providing written notice to Sleuth Insights. By continuing to access or use the Service after the effective date of any changes to this Agreement, you agree to be bound by the updated Agreement. You should review this Agreement periodically to stay informed of any changes.
 
ACCESS TO THE SERVICE.
Service Modules. We may modify, terminate, or replace the Service or any Service Modules from time to time in our sole discretion and without prior notice. If you are a Subscriber or Individual User, you should carefully review the scope and limitations of any Service Module prior to placing an Order.
Subscribers, Authorized Users, and Individual Users.  Subject to and conditioned upon Subscriber’s or Individual User’s compliance with the terms and conditions of this Agreement, Sleuth Insights will provide to Subscriber’s Authorized Users or an Individual User access to and use of the Service, in accordance with Service Modules ordered by the Subscriber or Individual User and during Subscriber’s or Individual User’s paid-up subscription period, as set forth in the Order.
Limitations.  The rights granted under Section 4 hereof are non-exclusive, non-transferable (except in accordance with Section 23(c) hereof), non-sublicensable, and revocable (in accordance with the terms hereof). Sleuth Insights may suspend or terminate Subscriber’s, any Authorized User’s, or Individual User’s access to the Service or any component thereof if Sleuth Insights reasonably determines that Subscriber, Authorized User, or Individual User has violated any term or condition of this Agreement. Subscriber will be liable to Sleuth Insights for any violation of the terms and conditions of this Agreement by Subscriber or any Authorized User.  Individual User shall be liable to Sleuth Insights for any violation of the terms and conditions of this Agreement by such Individual User.
Rights of Subscriber.  As between Sleuth Insights and Subscriber, Subscriber shall be responsible for determining the scope and level of each Authorized User’s access to the Service; subject, however, to the scope and limitations of the rights granted under Section 4(b). Subscriber may, at any time and in its sole discretion, revoke or limit the access of any Authorized User to the Service. If, at any time, Subscriber ceases to classify an individual as an Authorized User hereunder, all rights of such person to access or use the Service shall immediately cease. 
Access Management. Subscriber shall be responsible for determining the scope and level of each Authorized User’s access to the Service; subject, however, to the scope and limitations of the rights granted under this Agreement including without limitation the Order Form. Subscriber may, at any time and in its sole discretion, revoke or limit the access of any Authorized User to the Service and that Authorized User must abide by any such limitations. Subscriber shall not encourage or allow any sharing of User Accounts and each seat provided for under an Order Form shall only be associated with one Authorized User at a time.
Service Suspension. Notwithstanding anything to the contrary in this Agreement, Sleuth Insights may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Sleuth Insights reasonably determines that (A) there is a threat or attack on any of the Sleuth Insights IP; (B) Customer’s or any Authorized User’s use of the Sleuth Insights IP disrupts or poses a security risk to the Sleuth Insights IP or to any other customer or vendor of Sleuth Insights; (C) Customer, or any Authorized User, is using the Sleuth Insights IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Sleuth Insights’ provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Sleuth Insights has suspended or terminated Sleuth Insights’ access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 10 (any such suspension, a “Service Suspension”). Sleuth Insights shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Sleuth Insights will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension, except where such Service Suspension is the direct result of Sleuth Insights’ gross negligence or willful misconduct. In such cases of Sleuth Insights’ gross negligence or willful misconduct only, Customer will be entitled to a pro-rata reimbursement of Fees for the period of Service Suspension that extends beyond an initial three-day cure period.
 
USER ACCOUNTS.  In order to access and use the Service or certain features thereof, you may be provided or required to establish a Sleuth Insights user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form or email, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify Sleuth Insights of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, and other credentials. You will cooperate fully with Sleuth Insights and take all actions that Sleuth Insights reasonably deems necessary to maintain or enhance the security of the Service, Sleuth Insights’ computing systems and networks, and your access to the Service. Sleuth Insights is not and shall not be deemed liable for any loss or damage to you arising from your (or, if you are a Subscriber, your Authorized Users’) failure to comply with this Section 5.
 
RESTRICTIONS.  You shall not and shall not attempt to (and, if you are a Subscriber, you shall ensure that your Authorized Users do not and do not attempt to): (i) share seats provided under an Order Form or share User Accounts between two or more individuals; (ii) copy, modify, or create derivative works of the Service or Documentation, in whole or in part; (iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Documentation to any third party; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (v) remove any proprietary notices from the Service or Documentation; (vi) breach, disable or tamper with, or develop or use any workaround for, any security measure provided or used by the Service; (vii) access the Service via any bot, web crawler, non-human user, or unpublished or undocumented application programming interfaces (APIs); (viii) use any published Sleuth Insights APIs in a manner inconsistent with their intended purpose, documentation, and policies; (ix) misrepresent your identity or stalk or harass any other user of the Service; (x) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or (xi) use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, this Agreement, or, if you are a Subscriber or Authorized User, any professional or ethical rules or guidelines applicable to you.
 
USER OBLIGATIONS.  You are responsible for your (or in the case of a Subscriber, your Authorized Users’) use of the Service and compliance with this Agreement.  You agree to comply with all applicable laws and regulations with respect to your access to or use of the Service, including without limitation those pertaining to privacy, data security, and publicity.
 
TECHNICAL REQUIREMENTS.  You acknowledge and agree that the access to and use of the Service by you (and, if you are a Subscriber, by any Authorized User) is dependent upon access to telecommunications and Internet services. You acknowledge that Sleuth Insights is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you (or, if you are a Subscriber, that any Authorized User) may need to access and use the Service, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.
 
TERM AND TERMINATION.  This Agreement begins when you first access or use the Service and, unless terminated earlier in accordance with this Agreement, will continue for the term specified in your Order Form. Your subscription will automatically renew for additional terms of the same length unless either you or Sleuth Insights provides notice of non-renewal at least 30 days before the end of the current term. Sleuth Insights may suspend or terminate your access to the Service: (i) if you fail to pay any amount when due and such failure continues for 30 days after we provide written notice; (ii) if you breach any material term of this Agreement and such breach either cannot be fixed or remains unfixed for 30 days after we provide written notice; or (iii) if you become subject to bankruptcy or insolvency proceedings. You may terminate this Agreement if Sleuth Insights materially breaches this Agreement and fails to fix such breach within 30 days after you provide written notice. Upon termination of this Agreement, you must stop using the Service and pay any outstanding charges. Any terms of this Agreement that by their nature extend beyond termination will survive, including without limitation, payment obligations and confidentiality requirements.
 
SERVICE FEES AND OTHER CHARGES.
Payment.
You will pay Sleuth Insights the fees and applicable charges (“Fees”) for the Service as listed on an applicable Order Form. Sleuth Insights reserves the right to adjust the Fees due for access to the Services at the beginning of each such Renewal Term; provided that Customer will receive thirty days advance written notice of any such adjustment to the Fees. If Customer objects to such fee adjustment, Customer’s sole remedy shall be to terminate this Agreement by providing written notice to Sleuth Insights prior to the commencement of the Renewal Term.
Unless otherwise specified by an Order Form, you agree to authorize debit(s) from a bank account or credit card charges for the full amount of the Fees upon subscribing for the Service. If an Order Form applies, Sleuth Insights shall bill through the Order Form, in which case full payment for the Service must be received within the timeframe specified in the Order Form. If no such timeframe is prescribed in the Order Form, or if Sleuth Insights bills through an invoice, then full payment must be received within 30 days of the date of the Order Form or invoice. Failure to timely pay the Fees is a material breach of this agreement and could, at Sleuth Insights’ sole discretion, result in suspension of access to the Service, termination of access to the Service, termination of this Agreement, or other adverse outcomes.
Trials. From time to time, Sleuth Insights may offer a free or discounted trial of the Service (a “Trial”). We reserve the right, in our sole discretion, to determine your eligibility for a Trial and to modify the scope and availability of any Trial at any time. If you receive a Trial, you may only use those portions of the Service included in your Trial and only for the duration of that Trial. Upon the expiration of any Trial period, your access to the Service will cease or transition to a paid subscription according to the Order under which the Trial was provided and in accordance with the terms and conditions of this Agreement.
Subscription Fees. As consideration for Sleuth Insights’ provision of the Service hereunder to an Individual User or a Subscriber and its Authorized Users, the Individual User or Subscriber, as the case may be, will pay to Sleuth Insights all subscription fees and other amounts in the manner set forth hereunder or in the Order. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10(e), ALL SUBSCRIPTION FEES ARE NON-REFUNDABLE.
Renewal Terms.  If you are a Subscriber or Individual User, your subscription to the Service will automatically renew for additional subscription terms of the same length upon expiration of your initial subscription term unless you provide notice of non-renewal 30 days prior to the end of the current subscription term or unless otherwise stated in an Order. Sleuth Insights reserves the right to adjust the fees due for access to the Service at  YOU MUST CANCEL YOUR SUBSCRIPTION WITHIN 15 CALENDAR DAYS OF ANY RENEWAL IN ORDER TO BE ELIGIBLE FOR ANY RETURN OF SUBSCRIPTION FEES FOR THE THEN-CURRENT RENEWAL SUBSCRIPTION. ANY SUBSCRIPTIONS NOT CANCELED WITHIN SUCH 15-DAY GRACE PERIOD SHALL NOT BE ELIGIBLE FOR ANY RETURN OF FEES.
Cancelation.  Subject to Section 10(d), you may cancel your subscription at any time; provided, however, that any such cancellation shall not become effective until the expiration of your then-current subscription term. If you cancel your subscription, you will continue to have access to the Service in accordance with the terms of your Order for the remainder of the then-current subscription term. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10(D) HEREOF, SLEUTH INSIGHTS DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE SERVICE, INCLUDING FOR ANY PARTIALLY USED SUBSCRIPTION TERMS. To cancel your subscription, please send a written cancelation request via email to Sleuth Insights at support@sleuthinsights.com and include the phrase “CANCEL SUBSCRIPTION” in the subject line.  For additional information or for assistance, please contact Sleuth Insights’ customer support team at support@sleuthinsights.com. Cancelations will only be effective when submitted in compliance with the requirements of, and as set forth in, this Section 10(e).
Taxes. The Fees and other payment amounts specified in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Sleuth Insights’ net income.
 
ELECTRONIC COMMUNICATION.  By accepting this Agreement, on behalf of an entity, your behalf, and on behalf of any other persons that you are responsible for:
You consent that Sleuth Insights can communicate with you by phone or electronically via in-app messages, texts, e-mails or any other suitable form of electronic communication (“Messages”).
You consent to receiving Messages from Sleuth Insights related to the Service such as but not limited to Messages about access, quality of service, and availability, as well as Messages that are ancillary to the Service, such as but not limited to Messages about new product announcements, product recommendations, and other promotions.
You agree that Sleuth Insights can contact you at any time regarding the Service. 
You agree that Sleuth Insights can employ and use automated means and/or a third-party messaging service to send Messages or contact you regarding the Service.
You understand that you can revoke your consent to receiving promotional Messages at any time by clicking on the “Unsubscribe” link in any promotional email messages or by contacting us at support@sleuthinsights.com. 
You accept that you are responsible for keeping your contact information up to date in the account settings of the Service.
 
PRIVACY.  You acknowledge and agree that all information collected by Sleuth Insights is subject to our Privacy Policy. By accessing or using the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.
 
CONFIDENTIAL INFORMATION. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
 
INTELLECTUAL PROPERTY.
Sleuth Insights Intellectual Property. As between you and Sleuth Insights, the Service, Site, and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Sleuth Insights or its licensors.
Feedback. To the extent you provide Sleuth Insights with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or Service (collectively, “Feedback”), you hereby assign and agree to assign to Sleuth Insights all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Sleuth Insights will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Sleuth Insights’ other technologies, products and services, without compensation or other obligation to you.
 
 PUBLICITY. Subject to your prior written approval in each instance, which shall not be unreasonably withheld or delayed, Sleuth Insights may: (i) display your name and logo on Sleuth Insights’ website and marketing materials solely to identify you as a client; and (ii) use any written testimonials or comments that you voluntarily provide regarding your use of the Services. You may revoke such approval for future use upon written notice to Sleuth Insights. Any use of your name, logo, or testimonials shall be in accordance with your then-current brand guidelines, if any.
 
THIRD PARTY APPLICATIONS. The Service may contain links to or otherwise allow you to access third party applications and services (“Third Party Services”) that are not owned or controlled by Sleuth Insights. Sleuth Insights encourages you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website or Third Party Service (“Third Party Terms”) that you visit or from which you access any product or service. Sleuth Insights has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any third-party website or Third Party Service. In addition, Sleuth Insights will not and cannot monitor, verify, censor, or edit the content of any third-party website or Third Party Service. When you visit or use a third party’s website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability directly arising from your use of such websites or Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.
 
REPRESENTATIONS AND WARRANTIES; OTHER TERMS.
Representations and Warranties. You represent, warrant, and covenant that:
You are authorized to use the Service;
You are authorized to access the data that is made available to you through your access to and use of the Service; and
If you are a Subscriber or Authorized User, you are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to this Agreement, the Service, or the provision thereof.
Other Terms. You also agree and acknowledge that:
It is solely your responsibility to determine that the Service meets your needs and/or the needs of your business, as applicable, and is suitable for the purposes for which it is used; and
While the Service is primarily designed and optimized for use within the United States, it may be accessed globally subject to applicable laws and regulations. If you access or use the Service from any location, you are responsible for ensuring compliance with all applicable local laws and regulations in your jurisdiction. We reserve the right to modify the availability of the Service and/or the provision of any content, program, product, service, or other feature based on legal, technical, or operational considerations in any jurisdiction, at any time and in our sole discretion
 
DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND SLEUTH INSIGHTS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER SLEUTH INSIGHTS NOR ANY PERSON ASSOCIATED WITH SLEUTH INSIGHTS MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER SLEUTH INSIGHTS NOR ANYONE ASSOCIATED WITH SLEUTH INSIGHTS REPRESENTS OR WARRANTS THAT THE SERVICE OR ANY RESULTS GENERATED FROM THE USE OF THE SAME, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVERS THAT MAKE THE FOREGOING AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND SLEUTH INSIGHTS, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE SERVICE AND ALL CONTENT AND RESULTS GENERATED THEREBY.
 
SLEUTH INSIGHTS CANNOT AND DOES NOT CONTROL ACTIONS OF ANY USER. YOU AGREE AND ACKNOWLEDGE THAT SLEUTH INSIGHTS IS NOT RESPONSIBLE FOR, AND SHALL NOT BE LIABLE IN ANY WAY FOR, ANY ACTS OR OMISSIONS OF ANY THIRD PARTY SERVICE PROVIDER (INCLUDING, WITHOUT LIMITATION, A PROVIDER OF ANY THIRD PARTY APPS OR SERVICES), OR ANY USER OF THE SITE OR SERVICE.
 
Content and Reliance on Content.  All content made available by Sleuth Insights through the Service is made available solely for general information purposes.  We do not warrant the accuracy, completeness, or usefulness of any content. Any reliance you place on such content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such content by you or by anyone who may be informed of any of such content.
 
Some jurisdictions do not allow the exclusion or limitation of certain warranties, so some of the exclusions and/or limitations in this Section 17 may not apply to you.
 
INDEMNITY. You agree to indemnify, defend, and hold Sleuth Insights and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your access to and use of (and with respect to a Subscriber, your Authorized Users’ access to and use of) the Service and Site, or any violation of this Agreement or applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.
 
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SLEUTH INSIGHTS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE OR SITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, SLEUTH INSIGHTS IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, IN NO EVENT WILL SLEUTH INSIGHTS’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO SLEUTH INSIGHTS IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO ANY CLAIM. If you are not satisfied with the Service, your sole and exclusive remedy is to cancel your subscription (if applicable) and cease all use of the Service. Some jurisdictions do not allow the exclusion or limitation of certain consequential damages, so some of the exclusions and/or limitations in this Section 19 may not apply to you.
 
You and Sleuth Insights each understand and agree that the disclaimers, exclusions, and limitations in this Section 19 and in Section 16 are essential elements of this Agreement and that they represent a reasonable allocation of risk. In particular, you understand that Sleuth Insights would be unable to make the Site or Service available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
 
DIGITAL MILLENNIUM COPYRIGHT ACT.
Sleuth Insights is committed to respecting and protecting the legal rights of copyright owners in accordance with the Digital Millennium Copyright Act (Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.)).  If you believe any content infringes your intellectual property rights, please submit a notice to us describing such infringement (a “DMCA Takedown Notice”) with the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, email address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Any DMCA Takedown Notice should be sent to: legal@sleuthinsights.com. You acknowledge that for Sleuth Insights to be authorized to takedown any content, your DMCA Takedown Notice must comply with all of the requirements of this Section.
 
HELP DESK. If you encounter technical problems when using the Service, please email support@sleuthinsights.com.
 
ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER
Please read this Section carefully.  It impacts the rights that you may otherwise have.  It provides for resolution of most disputes through individual arbitration instead of trial courts and class actions.  This “Arbitration; Jury Waiver; Class Action Waiver” section survives any expiration or earlier termination of these Terms.
Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and Sleuth Insights agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Site or the Service, or the breach, enforcement, interpretation, or validity of this Agreement (“Claim“), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim.  The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim. 
For purposes of this Section, notices must be sent as follows:
If to Sleuth Insights: to 2261 MARKET STREET STE 5282, SAN FRANCISCO, CA 94114 with a copy emailed to legal@sleuthinsights.com.
If to you: to your last-used billing address or the billing and/or delivery address listed in your User Account or the email address listed in your User Account.
Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under this Agreement and with respect to any Claim. You and Sleuth Insights each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.
To begin an arbitration proceeding, you must send a written notice as provided above.  You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to Sleuth Insights. In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and Sleuth Insights each agree that this Agreement evidences a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce this Agreement as a court would. Any arbitration shall be confidential, and neither you nor Sleuth Insights may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.
In lieu of arbitration, and notwithstanding anything in this Section to the contrary, either you or Sleuth Insights may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim.  Additionally, and notwithstanding anything herein to the contrary, nothing in this Section shall prohibit you or Sleuth Insights from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of this Agreement.
Class Action and Jury Waiver. You and Sleuth Insights each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and Sleuth Insights that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
 
MISCELLANEOUS.
Service Availability.  You agree and acknowledge that the Site and/or Service may be temporarily unavailable due to maintenance or other development activities.  Sleuth Insights will use commercially reasonable efforts to provide you with advance notice of any such unavailability but shall not have any liability to you for any planned or unplanned unavailability or downtime.
Force Majeure. In no event shall Sleuth Insights be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Sleuth Insights’ reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. In the event of a force majeure event, Sleuth Insights shall (i) notify Customer of the nature and extend of the force majeure event; and (ii) use commercially reasonable efforts to restore the Services as soon as reasonably possible.
Assignment. Customer may not assign or transfer any rights to any other person without Sleuth Insights’ prior written consent; provided, however, that Customer may assign this Agreement without Sleuth Insights’ consent in connection with: (i) a merger, consolidation, or sale of all or substantially all of Customer’s assets; (ii) any corporate reorganization or restructuring; or (iii) to any entity that controls, is controlled by, or is under common control with Customer, where “control” means ownership of more than 50% of the voting securities of an entity. Any purported assignment by Customer in violation of this paragraph is void and of no effect. Sleuth Insights may freely assign this Agreement without Customer’s consent. This Agreement shall be binding on the parties and their permitted successors and assigns. A person who is not a party to this Agreement has no right to benefit under or to enforce any term or condition of this Agreement.
Governing Law and Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of San Francisco and County of San Francisco, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Notices. Any notice given under this Agreement by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to Sleuth Insights must be sent to legal@sleuthinsights.com. Notices to you will be sent to any email address associated with your User Account. For contractual purposes, you consent to receive communications from us in electronic form, including via text message for purposes of our provision of the Service, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Severability and Waiver. If any part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of this Agreement will continue in full force and effect. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If we waive any breach of this Agreement, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Entire Agreement. These Terms, together with any Order and the Privacy Policy, constitute the sole and entire agreement between you and Sleuth Insights with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter.  The provisions of the following Sections of this Agreement will survive any termination of this Agreement: Sections 3, 6, 7, 9, 10(f), 11, 15-21, and 23-24.
 
For more information or other questions, please contact our customer support team by email at support@sleuthinsights.com. You may report a complaint, if you are a resident of California, to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.