Gumshoe.AI Terms of Service

These Terms of Service (this “Agreement”) are between Gumshoe.AI, Inc. (“Gumshoe.AI”) and the customer accessing and using the Service (as defined below) (“Customer”).

This Agreement is effective the earlier of (a) Customer’s access of the Service or (b) the execution date of the Customer’s first Order (the “Effective Date”).

If the Service is being used on behalf of a company or other entity by an individual authorized to accept this Agreement on its behalf, then all references to “Customer” refer to the company or other entity. If you are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement.

If you are not eligible, or do not agree to the terms and conditions of the Agreement, then you do not have Gumshoe.AI’s permission to use the Service. By clicking “I AGREE,” signing an Order referencing this Agreement, accessing the Service, otherwise indicating acceptance of this Agreement, or purchasing a subscription to the Service through Gumshoe.AI’s website, Customer is agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it.

1. The Service.

1.1 Overview.

Gumshoe.AI provides a SaaS offering that allows businesses to track their performance in searches on various AI tools and receive tailored recommendations for improving business performance based on these findings (the “Service”). The Service provides insight into brand visibility, competitive rank, performance across different buyer personas, topics, and models, and the top cited sources by AI models.

1.2 Permitted Use.

During a Subscription Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Service only for its internal business purposes, and if explicitly set forth in an Order, the right to use the Service on behalf of its own customers, in accordance with its documentation that Gumshoe.AI makes generally available to its customers, the current version of which is set forth at https://gumshoe.zendesk.com/hc/en-us (the “Documentation”), this Agreement, and any limitations, including those regarding usage, set forth in an Order. An “Order” is an order form for the provision of the Service from Gumshoe.AI that references this Agreement, which may include a specified subscription for access to the Service. Each Order shall define the “Subscription Term,” which represents the duration for which the Service is subscribed.

1.3 Users.

Only Customer’s employees or contractors that Customer allows to use the Service on its behalf (each, a “User”) may access and use the Service. Users may be required to use certain credentials designated by Gumshoe.AI (“Log-in Credentials”), which may include traditional username and password combinations, or third-party authentication methods, such as Google. Each User must maintain the confidentiality of their Log-in Credentials and must not share them with any other person. Customer is accountable for its Users’ adherence to this Agreement and for all activity conducted under their Log-in Credentials. Customer will immediately notify Gumshoe.AI upon becoming aware of any compromised Log-in Credentials. Company may collect certain User information when creating Log-in Credentials or providing the Service.

1.4 Restrictions.

Customer will not (and will not permit anyone else to) do any of the following:

provide access to, distribute, sell, or sublicense the Service to a third party (other than Users);
use the Service on behalf of, or to provide any product or service to, third parties;
use the Service to develop a similar or competing product or service;
reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law;
modify or create derivative works of the Service or copy any element of the Service;
remove or obscure any proprietary notices in the Service;
publish benchmarks or performance information about the Service;
interfere with the operation of the Service (including the collection of Usage Data (as defined below)), circumvent any access restrictions, or conduct any security or vulnerability test of the Service;
transmit any viruses or other harmful materials to the Service;
take any action that risks harm to others or to the security, availability, or integrity of the Service;
access or use the Service in a manner that violates any Law; or
impersonate any other person or entity or otherwise misrepresent its identity while using the Service.

Additionally, Customer must not use the Service with Prohibited Data. Notwithstanding anything else in this Agreement, Gumshoe.AI has no liability for Prohibited Data. “Prohibited Data” means any:

special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation or “sensitive personal information” under any applicable privacy law;
patient, medical, or other “protected health information” regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented);
credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standard;
other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations);
social security numbers, driver’s license numbers, or other government ID numbers; or
any data similar to the above protected Laws.

1.5 Customer Obligations.

Customer is responsible for its Customer Data, including its content and accuracy, and will comply with Laws when using the Service. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Gumshoe.AI to Process Customer Data without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.

1.6 Third-Party Platforms.

Gumshoe.AI may allow Customer to elect to integrate or enable for use with the Service a third-party platform, add-on, service, or product not provided by Gumshoe.AI (each, a “Third-Party Platform”). Use of Third-Party Platforms is subject to Customer’s agreement to such Third-Party Platform’s Terms and Conditions. Customer acknowledges and agrees that Gumshoe.AI does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Service or how the Third-Party Platforms or their providers use Customer Data (as defined below). By enabling a Third-Party Platform to interact with the Service, Customer authorizes Gumshoe.AI to access and exchange Customer Data (as defined below) with such Third-Party Platform on Customer’s behalf.

1.7 Updates and Modifications.

Gumshoe.AI may modify or discontinue all or any part of the Service at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying Customer (except that Gumshoe.AI will use commercially reasonable efforts provide Customer with 30 days’ prior notice in the event of any deprecation of any material feature or functionality of the Service). Gumshoe.AI will have no liability for any change or modification to the Service or any suspension or termination of access to or use of the Service as a result thereof. Notwithstanding the foregoing, any such change or modification will only apply on a going-forward basis with respect to any Order entered into or renewed after Gumshoe.AI’s implementation thereof.

1.8 Upgrades.

Unless stated otherwise in an Order, Gumshoe.AI will make updates to the Service as Gumshoe.AI makes them available to its customers generally. Customer’s purchase of access to Service is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Gumshoe.AI regarding future functionality or features of the Service. From time to time, Gumshoe.AI, in its sole discretion, may make available upgrades under additional or different terms. Nothing in this Agreement obligates Gumshoe.AI to make upgrades available to Customer as part of the Service or otherwise unless specifically included in an Order.

1.9 Support.

Gumshoe.AI will use commercially reasonable efforts to provide Customer with support for the Service (“Support”).

1.10 Suspension of Service.

Gumshoe.AI may immediately suspend Customer’s access to the Service if:

Customer breaches Section 1.4 (Restrictions) or Section 1.5 (Customer Obligations);
Customer’s account is 30 days or more overdue;
changes to Laws or new Laws require that Gumshoe.AI suspend a Service or otherwise may impose additional liability on Gumshoe.AI;
Customer exceeds the specified usage limits set forth in an Order; or
Customer’s actions risk harm to Gumshoe.AI, its other customers or the security, availability, or integrity of the Service.

Where practicable, Gumshoe.AI will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficient). If the issue that led to the suspension is resolved, Gumshoe.AI will restore Customer’s access to the Service.

2. Service Subscription.

2.1 Subscription Term.

Except as set forth in an Order, each Subscription Term will automatically renew for successive 12-month periods unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends.

2.2 Fees and Taxes.

Fees for the Service are described in each Order (“Fees”). All Fees will be paid in US dollars unless otherwise provided in an Order. Unless the Order provides otherwise, all Fees and are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at Gumshoe.AI’s then-current rates, regardless of any discounted pricing in a prior Order. Subject to applicable Laws, all Fees are non-refundable. Fees are exclusive of all taxes. Other than Gumshoe.AI’s income tax, Customer is responsible for any sales tax, use tax, value-added tax, withholding tax, or similar taxes or levies that apply to Orders, whether domestic or foreign.

2.3 Renewal Fees.

Fees for renewal Subscription Terms are at Gumshoe.AI’s then-current Fees at the time of such renewal regardless of any discounted pricing in a prior Order or promotional offers previously extended to Customer.

3. Data.

3.1 Data Related Definitions

“Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.
“Customer Data” means any data or information that: (i) Customer (including its Users) submits to the Service, including from third-party platforms; and (ii) is Processed by Gumshoe.AI to provide the Service to Customer.
“PII” means Customer Data that constitutes “personal data,” “personal information,” or “personally identifiable information” under applicable Laws.
“Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.
“Usage Data” means information generated in connection with the use or operation of the Service, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer’s use of the Service, but excluding any identifiable Customer Data.

3.2 Use of Customer Data.

Customer grants Gumshoe.AI the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, create derivative works from, and otherwise Process Customer Data to:

provide the Service;
create and compile Aggregated Data;
analyze the performance and stability of the Service;
improve and enhance the Service and Gumshoe.AI’s other products and services, and to develop new products and services;
for all other lawful business purposes, such as generating analytics, benchmarking, and reports; and
as otherwise required by all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data (“Laws”) or as agreed to in writing between the parties.

Customer will not provide and is prohibited from providing any PII (other than Log-In Credentials or other account access information) to the Service or Gumshoe.AI for any purpose whatsoever under this Agreement or related to the Service.

3.3 Usage Data; Aggregated Data.

Gumshoe.AI may Process Usage Data and Aggregated Data for its internal business purposes, such as:

tracking use of the Service for billing purposes;
monitoring the performance and stability of the Service;
preventing or addressing technical issues with the Service;
improving the Service and its other products and services, to develop new products and services; and
for all other lawful business purposes, such as generating analytics, benchmarking, and reports.

4. Disclaimer of Warranties.

4.1 Disclaimers.

CUSTOMER’S AND ITS USERS’ USE OF THE SERVICE IS AT CUSTOMER’S SOLE RISK. The Service is provided ‘AS IS’ and ‘AS AVAILABLE,’ without any warranties of any kind, either express or implied. Gumshoe.AI, on its own behalf and on behalf of its suppliers and licensors, makes no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement. Gumshoe.AI does not warrant that Customer’s use of the Service will be uninterrupted or error-free. Gumshoe.AI does not warrant that Gumshoe.AI will review Customer Data for accuracy, or that it will maintain Customer Data without loss. Gumshoe.AI is not liable for delays, failures, or problems inherent in use of the Internet and electronic communications or other systems outside Gumshoe.AI’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

4.2 Disclaimers Related to Artificial Intelligence.

The Service provides tailored recommendations for Customer to improve its performance in searches on various AI tools. To ensure such recommendations are accurate, Customer will use reasonable efforts to keep current all relevant information provided to Gumshoe.AI. Gumshoe.AI does not guarantee the accuracy, completeness, or reliability of any information or recommendation provided through the Service. Customer will not rely on the Service or any recommendation as a substitute for its own independent determinations and is responsible for any acts or omissions Customer undertakes based on recommendations and information Customer receives from the Service. The Service is powered by artificial intelligence, to the maximum extent permitted by applicable Law, and notwithstanding anything otherwise expressly provided herein, Gumshoe.AI disclaims any and all liability related to the following:

4.2.1 Use of AI;

Assumption of Risk. The Service may return inaccurate information that does not accurately reflect real people, places, or facts. The Service does not and is not intended to provide any safety, legal, financial, tax, accounting, or other professional advice. Prior to any use of the Service, Customer and its Users will make their own determinations as to the efficacy, accuracy, lawfulness, and appropriateness of the Service for any given use. Customer is solely responsible for monitoring the performance of the Service and Customer is ultimately responsible for all activities of the Service to the fullest extent permitted by applicable laws. Customer acknowledges and agrees that artificial intelligence tools are novel and experimental, and that therefore there is significant uncertainty regarding the operation of such tools.

4.2.2 Regulatory Uncertainty.

Artificial intelligence is subject to many legal and regulatory uncertainties, and the Service could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit Customer’s ability to continue the use and enjoyment of the Service.

5. Term and Termination.

5.1 Term.

The term of this Agreement (the “Term”) starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

5.2 Termination.

Either party may terminate this Agreement (including any or all Orders) if the other party:

fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice;
ceases operation without a successor; or
seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

If Customer violates any provision of this Agreement, then Gumshoe.AI, may, in its sole discretion, terminate this Agreement, at any time for any reason or no reason, with or without notice, and without any liability to Customer arising from such termination.

5.3 Effect of Termination.

Upon expiration or termination of an Order, Customer’s access to and Gumshoe.AI’s obligations to provide the Service described in the Order and any software will cease. After the date that is 30-days following the end of a Subscription Term, Gumshoe.AI will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion. Customer Data and other Confidential Information, as defined in Section 11, may be retained in Recipient’s (as defined below) standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.

5.4 Survival.

All definitions and the following Sections survive expiration or termination of this Agreement: 1.4 (Restrictions), 1.5 (Customer Obligations), 3.2 (Fees and Taxes), 5 (Usage Data; Aggregated Data), 6.1 (Disclaimers), 7.3 (Effect of Termination), 7.4 (Survival), 8 (Ownership), 9 (Limitations of Liability), 10 (Indemnification), 11 (Confidentiality), 12 (Required Disclosures), and 15 (General Terms). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

6. Ownership.

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data. Except for Customer’s use rights in this Agreement, Gumshoe.AI and its licensors retain all intellectual property rights and other rights in the Service, Documentation, Usage Data, and Gumshoe.AI technology, templates, formats, interfaces, and dashboards, including any modifications or improvements to the foregoing. If Customer provides Gumshoe.AI with feedback or suggestions regarding the Service or other Gumshoe.AI offerings, Gumshoe.AI may use the feedback or suggestions without restriction or obligation.

7. Limitations of Liability.

7.1 Consequential Damages Waiver.

Except for Excluded Claims (as defined below), neither party (nor its suppliers or licensors) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance.

7.2 Liability Cap.

Except for Excluded Claims, each party’s (and its suppliers’ and licensor’s) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Gumshoe.AI pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement.

7.3 Excluded Claims.

“Excluded Claims” means:

Customer’s breach of Section 1.4 (Restrictions) or Section 1.5 (Customer Obligations);
either party’s breach of Section 11 (Confidentiality) (but excluding claims relating to Customer Data); or
amounts payable to third parties under Customer’s obligations in Section 10 (Indemnification).

7.4 Nature of Claims.

The waivers and limitations in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

8. Indemnification.

Customer will defend Gumshoe.AI from and against any third-party claim to the extent arising out of or resulting from Customer Data or Customer’s breach or alleged breach of Section 1.5 (Customer Obligations), and Customer will indemnify and hold harmless Gumshoe.AI against any damages and costs awarded against Gumshoe.AI (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.

9. Confidentiality.

9.1 Definition.

“Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Gumshoe.AI’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service. Customer’s Confidential Information includes Customer Data.

9.2 Obligations.

As Recipient, each party will:

hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.2 (Use of Customer Data); and
only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement.

At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Gumshoe.AI is the Recipient, Gumshoe.AI may retain the Customer’s Confidential Information to the extent required to continue to provide the Service. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 11 and they are bound to confidentiality obligations no less protective than this Section 11.

9.3 Exclusions.

These confidentiality obligations do not apply to information that Recipient can document:

is or becomes public knowledge through no fault of the receiving party;
it rightfully knew or possessed prior to receipt under this Agreement;
it rightfully received from a third party without breach of confidentiality obligations; or
it independently developed without using Discloser’s Confidential Information.

9.4 Remedies.

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 11.

10. Required Disclosures.

Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

11. Trials and Betas.

If Customer receives access to Service or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Gumshoe.AI (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Gumshoe.AI may never release, and their features and performance information are Gumshoe.AI’s Confidential Information. Notwithstanding anything else in this Agreement, Gumshoe.AI provides no warranty, indemnity, or Support for Trials and Betas, and its liability for Trials and Betas will not exceed US$50.

12. Publicity.

Neither party may publicly announce that the parties have entered into this Agreement, except with the other party’s prior consent or as required by Laws. However, Gumshoe.AI may include Customer and its trademarks in Gumshoe.AI’s customer lists, website, and other promotional materials but will cease such use at Customer’s written request.

13. General Terms.

13.1 Assignment.

Customer may not assign this Agreement without the prior consent of GumShoe.AI. Gumshoe.AI may assign this Agreement and all rights granted under this Agreement, at any time without notice or consent. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

13.2 Notices.

Except as set out in this Agreement, any notice or consent under this Agreement will be (a) for Customer, the email address used to sign up for the Service and (b) for Gumshoe.AI, legal@gumshoe.ai. and will be deemed given at the time of transmission. Either party may update its email address with notice to the other party. Gumshoe.AI may also send operational notices to Customer by email or through the Service.

13.3 Entire Agreement.

This Agreement (which includes all Orders, schedules, and policies regarding the Service that Gumshoe.AI may make available from time to time) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

13.4 Governing Law; Venue.

This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Washington, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.

13.5 Venue.

Any action arising out of or in connection with this Agreement will be heard in the federal, state, or local courts in Seattle, Washington and each party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.

13.6 Attorneys’ Fees and Costs.

The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

13.7 Modifications to this Agreement.

Gumshoe.AI may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Term or Order unless Gumshoe.AI indicates an earlier effective date. If Gumshoe.AI requires modifications with an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate this Agreement with notice to Gumshoe.AI, in which case Gumshoe.AI will provide Customer a refund of any pre-paid Fees for the terminated portion of the current Subscription Term. To exercise this termination right, Customer must notify Gumshoe.AI of its objections within 30 days after Gumshoe.AI’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Service constitutes its acceptance of the modifications. Gumshoe.AI may require Customer to click to accept the modified Agreement.

13.8 Waivers and Severability.

Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

13.9 Force Majeure.

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster (“Force Majeure Events”).

13.10 Independent Contractors.

The parties are independent contractors, not agents, partners, or joint venturers.

13.11 Export.

Customer will comply with all relevant U.S. and foreign export and import Laws in using any Service. Customer:

represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country;
agrees not to access or use Service in violation of any U.S. export embargo, prohibition, or restriction; and
will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations.

13.12 Government End-Users.

Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service were developed fully at private expense. All other use is prohibited.

13.13 Conflicts in Interpretation.

If there are inconsistencies or conflicts between the terms of the body of this Agreement and the terms of any Orders, schedules, exhibits, attachments, addenda, policies, and other documents attached to or incorporated by reference in this Agreement, the order of precedence is as follows:

the terms contained in the body of this Agreement;
the terms of the schedules, exhibits, attachments, addenda, and policies to this Agreement; and
the Documentation.