Terms of Use
Thank you for using Inflection Point LLC’s software and platform (the “Platform”). These terms and conditions apply to your access to and/or your use of the Platform and any information, products, Platform or other things made available through or in relation to the Platform. By using the Platform, or submitting any communications or content to us, you accept and agree to all of these terms and conditions set forth below (the “Conditions”), which form a legally binding agreement between you and Inflection Point LLC. (“Inflection Point”). (Inflection Point and you, the Client (the “Client”), may be referred to individually as a “Party” and collectively as the “Parties”). These Terms of Use create an Agreement between the Parties that is to be read in conjunction with any other Agreement or Agreement between them. To the extent of any conflict between this and any other Agreement between the Parties, these Terms and Conditions shall govern. By accessing the Platform, Client agrees to these Terms of Use and that they form a binding Agreement between Client and Inflection Point thereby binding Client and anyone Client provides access to the Platform. By clicking “Agree” and by accessing the Platform Client agrees to be bound by these Conditions.
1. Agreement Between Client and Inflection Point.
This Agreement, and the Terms of Use set forth herein, govern Client’s use of Inflection Point’s Platform. By using the Platform, Client explicitly accepts these Terms of Use. We strongly recommend that, as Client reads these Terms of Use, Client also accesses and reads the information contained in the other pages and websites referred to in these Terms of Use, as they may contain further terms and conditions that apply to the Client. Underlined words and phrases are links to these pages and websites. The term “Agreement” means the agreement formed between the Client and Inflection Point pursuant to these Terms of Use and any other terms and conditions posted on the Inflection Point’s Website (the “Website”), and any other written agreement between Client and us, as the same may be modified from time to time, all of which are incorporated herein by reference. To use the Platform Client needs compatible hardware, Platform and Internet access. Inflection Point’s Platform’s performance may be affected by these factors.
2. Term and Termination.
(a) The Free Term. Client will get free access to the Platform for up to thirty (30) days (the “Free Term”). Client will be able to access the Platform and the services provided therein during the Free Term. At the conclusion of the Free Term Client must select a Subscription Package to continue to access the Platform. If Client does not select a Subscription Package during the Free Term, this Agreement will terminate at the end of the Free Term, and Client will no longer have access to the Platform. No person or entity is entitled to more than one Free Term.
(b) If Client does select a Subscription Package, the Term of this Agreement shall be for a period equal to the existence of Client’s Subscription.
(c) As set forth on Inflection Point’s website (the “Website”), Inflection Point has three Subscription Packages: (i) an Individual Subscription; (ii) a Team Subscription; and (iii) an Enterprise Subscription. Client may purchase access pursuant to a Subscription Package on a monthly or annual basis (the “Subscription Term”). The Subscription shall automatically renew for successive Subscription Terms unless the Subscription is terminated. The terms, conditions, costs, and benefits of each Subscription Package level are set forth on the Website. Further:
(i) The Cost of the Subscription Package (the “Fee”) shall be based on the Subscription Package selected, its term, and the number of authorized users (“Seats”) requested.
(ii) Payment of the Fees shall be due for any Subscription at the beginning of each monthly or annual Subscription Term;
(iii) Inflection Point may change, modify, create, or cancel the terms and conditions of any Subscription Package(s) at any time and in its sole discretion. Client, however, shall have access to its then existing Subscription Package to the end of its current, paid Subscription Term.
(d)Termination for Convenience: Client may terminate its Agreement with Inflection Point at any time during a Subscription Term at any time and for any reason by providing Inflection Point of its intent to terminate at least fourteen (14) days prior to the conclusion of the then existing Subscription Term. Upon providing notice, Client shall have access to the Platform until the conclusion of the then existing Subscription Term.
(e) Termination for Cause:
(i) Inflection Point may terminate this Agreement prior to the expiration of the Term if Client files for bankruptcy or makes a general assignment for the benefit of creditors, or if there is the entry of an order, judgment, or decree by any court of competent jurisdiction adjudging Client as being bankrupt or appointing a receiver, trustee, or liquidator of it or all of its assets.
(ii) Inflection Point may terminate this Agreement at any time if Client breaches this Agreement or any other agreement between Client and Inflection Point.
(f) Effect of Termination. Upon termination of the Agreement, the Client shall immediately cease all use of, and all access to, the Platform Services.
3. Platform and Software License.
(a) Subject to the terms of any Software Licensing Agreement between the Parties, during the Term, Inflection Point hereby grants and Client accepts a limited, non-exclusive, non-delegable, non-sublicensable, and non-transferable right and license to access and use the Inflection Point software made a part of the Platform solely for Client’s own business purposes and solely in accordance with the terms and conditions of these Terms of Use. Client acknowledges and agrees that ownership of the Software, including any modifications thereto and any related documentation that may be provided to (or developed by) Client from time to time, is the sole confidential property of Inflection Point and Client shall not gain any right, title, or interest therein except for the limited license granted to Client in accordance with this Section.
(b) Client agrees not to Reverse Engineer the Software or engage others to attempt to do so, or to sell, resell or provide any services to any end-user who attempts to reverse engineer, or engages others to attempt to reverse engineer, the Software. As used herein, “reverse engineer” shall mean to disassemble, decompile, and/or analyze the Software for the purpose of recreating its workings, or for the purpose of revealing the embedded software source code or data reporting protocols. In the event of any inconsistency between this provision and any Software Licensing Agreement, the Software Licensing Agreement shall govern.
4. Fees and Payments.
(a) Pricing Model. Inflection Point’s existing fee structure for its Platform Package options is set forth on the Website. Inflection Point may change this fee structure by providing Client with written notice of its updated fee structure at least thirty (30) days prior to the end of the then-existing Subscription Package Term. Client may change its Subscription Package or the number of Seats provided by providing Inflection Point with notice through the Website prior to the end of the then existing Term. Client will not, of course, be charged for access during the Free Term.
(b)Taxes. Client shall pay, and shall be labile for, all of Client’s taxes relating to Inflection Point’s provision of the Platform Services, if any.
(c) No Deductions or Setoffs. All amounts payable to Inflection Point hereunder shall be paid by Client to Inflection Point in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law.
(d) Suspension of Services. In the event Client does not timely make any payment or payments due pursuant to these Terms or any other agreement between the Parties, Inflection Point may, in its sole discretion and in addition to any other remedies provided by this Agreement or any applicable law, suspend Client’s access to Platform Services until such time as the payment is made in full.
(e) Client and Inflection Point may agree to additional services pursuant to a Master Services Agreement and/or a Software as a Service Agreement. Any such agreement must be in writing.
5. Clients’ Responsibilities, Representations and Warranties.
(a) Client Content: Client represents and warrants that he, she or it owns all rights to any information or data he or she provides in relation to any Application, the Website or the Platform (the “Client Content”) or otherwise has and will continue to hold all rights and permissions necessary to legally use, share, display, transfer and/or license any Client Content in any manner contemplated by, in furtherance of or pursuant to this Agreement. Client further represents and warrants that Inflection Point’s use of any Client Content in the provision of any Service(s) will not infringe or violate the right(s) of any third party, including without limitation, any copyrights, trademarks, privacy rights, contract rights or any other intellectual property or proprietary rights.
(b) Compliance With Law: Client represents, warrants, and agrees that it has and shall continue to comply with any and all laws, rules or regulations applicable to its use or receipt of the Platform.
(c) Security. Client is responsible for the security of its own data, any data on or relating to the Platform and the Website. Inflection Point is not responsible to Client or to any third party for unauthorized access to any data or the unauthorized use of any Client Content, Client information or any data or information belonging to Client by any third party unless the unauthorized use resulted from Inflection Point’s negligent failure to take commercially reasonable steps to protect such data. The Client is responsible for the use of the Platform by any of its employees, agents or representatives or any person to whom it provides access to the Platform or any person who gains access to the Platform as a result of its failure to use reasonable security precautions, even is such use was not authorized by the Client.
(d) Payment of Service Fees. All Fees and any invoices, if any, are due upon receipt.
(e) Use of Software and Platform. Client shall not, and shall not permit anyone to:
(i) copy or republish the Platform or the Software,
(ii) make the Platform available to any person other than authorized Client users,
(iii) modify or create derivative works based upon the Platform or any documentation provided to Client by Inflection Point (the “Documentation”),
(iv) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the Platform or in the Documentation,
(v) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Platform, except and only to the extent such activity is expressly permitted by applicable law, or
(vi) access the Platform or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Inflection Point shall own all right, title and interest in and to the Software, relativity applications, scripts, services, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Client agrees to assign all right, title and interest it may have in the foregoing to Inflection Point.
(f) Seat Access. Client is responsible for the security of its Seat access information. Client may not permit more than one person to use a specific Seat. Client is responsible for any person to whom Client provides access to the Platform. Client, and any person or entity that accesses the Platform by or through Client’s Seat, are bound by these Terms.
6.Intellectual Property Rights. Inflection Point and its Platform are protected by copyright, trademark and other state, national and international statutory, common law and other legal frameworks. Other than expressly set forth herein, this Agreement does not grant Client any right, title or interest in Inflection Point, the Platform or any property belonging to Inflection Point including, without limitation, its trademarks, logos, platforms, text, photos, images, graphics, audio, video or other materials or programming provided in relation to the Platform or otherwise (collectively, “Inflection Point’s Materials”). Client may not change, translate or otherwise create derivative works of the Platform or Inflection Point’s Materials. Further, Inflection Point shall own any and may utilize in its sole discretion any and all feedback, information, recommendations or improvements to its materials whether they originate from the Client or otherwise.
7. Third-Party Restrictions. Third-party technology that may be appropriate or necessary for use with some Platform Services is specified in the program Documentation, as applicable. Client’s right to use such third-party technology is governed by the terms of the third party’s technology license agreement and not under the Agreement.
8. Additional Rights. Subject to any restrictions in these Terms of Use, Inflection Point hereby authorizes Client to view, copy, download and print a single copy of the information and data (“Content”) available on the Website, provided that: (1) the Content is used solely for personal, noncommercial purposes; (2) the Content is not modified, republished, or redistributed; and (3) all copyright, trademark, service mark and other proprietary notices are reproduced as they appear in any such Content. Without limiting the generality of the foregoing, Client is only permitted to use the Website to utilize Platform offered by Inflection Point. Except as expressly provided above, nothing contained herein shall be construed as conferring, by implication, estoppel or otherwise, any license or right under any patent, trademark or copyright of Inflection Point.
9. Competitor Exclusion. Notwithstanding the grant of access conferred in Section 4, Inflection Point expressly and without limitation revokes the right of any competitor to access the Website or the Platform in any way and for any purpose, including, but not limited to, through employees, officers, directors, third party agents, affiliates, or independent contractors. If Client a Inflection Point competitor, Client acknowledges that Client is accessing the Website or the Platform without legal authorization, and Client agrees to immediately discontinue such access, and to direct all parties within its, his or her control or under Client’s direction, including, but not limited to, employees, officers, directors, third party agents, affiliates, or independent contractors, to cease accessing the Platform and the Website on Client’s behalf, or for Client’s benefit.
10. Indemnification. Client shall defend, indemnify and hold harmless Inflection Point and its officers, directors, employees, agents and affiliates, and their respective successors and assigns, from and against any claims, losses, damages, liabilities, costs or expenses of any nature including without limitation attorney’s fees and costs suffered or incurred by any of them to the extent caused by, arising in connection with or related directly or indirectly to (a) Client’s breach, default or misrepresentation of any warranty or obligation made in or created by this Agreement; (b) the Client Content provided to Inflection Point pursuant to this Agreement; and (c) any actual or alleged breach, violation, misappropriation or infringement of any third party Lease Agreement, or any Exhibit or amendment hereto.
11. Force Majeure, Service Interruptions and Non-party data providers. Neither Client nor Inflection Point shall be deemed to have breached these Terms and Conditions solely as a result of any delay, failure in performance or interruption of service resulting directly or indirectly from any act of God, action of the elements, fire, accident, riot, strike, work stoppage or other labor disturbance, interruption of power or water, act of war, act of terrorism, invasion, civil commotion, enactment of laws or other casualty or cause, whether similar or dissimilar, arising in a manner beyond the reasonable control of the party required to perform and without such Party’s negligence or willful misconduct.
12. Damages Limitation. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, INFLECTION POINT WILL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE OR LOSS OF PROFIT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, INFLECTION POINT’S MAXIMUM AGGREGATE LIABILITY HEREUNDER FOR ANY CLAIMS WHATSOEVER SHALL BE LIMITED TO THE AMOUNT PAID UNDER THIS AGREEMENT BY CLIENT TO INFLECTION POINT DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT, OCCURRENCE OR CAUSE GIVING RISE TO ANY SUCH CLAIM, IF ANY.
13. Warranty Disclaimer. THE PLATFORM, COMPARATIVE INFORMATION AND ALL OTHER PRODUCTS, PLATFORM AND MATERIALS PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFLECTION POINT EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO THE PLATFORM, COMPARATIVE INFORMATION, AND ALL OTHER PRODUCTS, PLATFORM AND MATERIALS PROVIDED UNDER THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. NO REPRESENTATION OR OTHER STATEMENT OF FACT OR OPINION, INCLUDING WITHOUT LIMITATION STATEMENTS REGARDING EFFICACY, SUITABILITY FOR USE OR PERFORMANCE OF THE PLATFORM, OR OTHERWISE, WHETHER MADE BY EMPLOYEES, AGENTS OR AFFILIATES OF INFLECTION POINT OR OTHERWISE, WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY INFLECTION POINT FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF INFLECTION POINT WHATSOEVER. NO PROVISION OF THE UNIFORM COMMERCIAL CODE OR UNIFORM COMPUTER INFORMATION TRANSACTION ACT IN ANY JURISDICTION SHALL APPLY TO THIS AGREEMENT OR THE GOODS OR PLATFORM PROVIDED HEREUNDER.
14. No Unlawful or Prohibited Use. As a condition of Client’s use of the Website or the Platform, Client agrees to comply with all applicable laws, statutes, ordinances and regulations regarding or relating to the Platform or Inflection Point. Client warrants that it will not use the Platform or permit the Platform to be used in any way prohibited by any applicable law, statute, ordinance and regulation or these Terms and Conditions. In addition, Client warrants that Client is eighteen years or older and is legal competent to enter into a contract.
15. Governing Law; Venue. This Agreement shall be governed, interpreted, construed and enforced in accordance with the substantive laws of the State of Indiana, without regard to conflict of laws principles. The parties hereto irrevocably consent to and waive any objection to the exclusive jurisdiction and venue of the courts of Indiana with respect to any and all actions related to this Agreement, the interpretation of this Agreement or the enforcement hereof, and the parties hereto hereby irrevocably waive any and all objections thereto.
16. Right to Publish. Upon Client’s selection of a Subscription Package, Client agrees that Inflection Point may identify Client as a Client and use Client’s logo and trademark in Inflection Point’s promotional materials. Client may request that Inflection Point stop doing so by revoking this right to publish in writing at any time. Client acknowledges that it may take Inflection Point up to 30 days to process such request. Notwithstanding anything herein to the contrary, Client acknowledges that Inflection Point may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing and to third parties for purposes of due diligence.
17. No Assignment; Amendment; Waiver. This Agreement shall inure to the benefit of and be binding upon both parties and their respective successors and permitted assigns. Except as set forth herein, neither Party may assign their rights or delegate their responsibilities under this Agreement to any third party without the prior written consent of the other Party; provided, however, that a Party may assign its rights and delegate its responsibilities under this Agreement to any successor to all or substantially all of the business of the assigning/delegating party if the assignee/delegee expressly assumes the obligations of the assigning/delegating party or by operation of law or in writing. A waiver or consent, express or implied, to or of any breach or default by any party in the performance by that party of its obligations with respect to this Agreement is not a consent or waiver to or of any other breach or default in the performance by that Party of the same or any other obligations. Failure on the part of a Party to complain of any act or omission of any other Party or to declare any other Party in default with respect to this Agreement, irrespective of how long that failure continues, does not constitute a waiver by that party of its rights with respect to that default.
18. No Waiver. No failure or delay by either Party to exercise any right under this Agreement, nor any partial exercise of any right, will constitute a waiver of such right.
19. Integration and Affirmation. Client acknowledge and agree that these Terms of Use, and the other policies, terms, guidelines and rules referenced herein, constitute the entire and exclusive agreement between Inflection Point and Client regarding the Website and the Platform. These terms and conditions supersede and replace any prior agreements between Inflection Point and Client regarding the Platform.
Last Updated: June 16, 2023