Terms of Service

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE. BY USING THE SERVICE, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT IS LIMITED TO PURCHASES FOR INDIVIDUAL PERSONAL USE, AND NOT FOR ANY BUSINESS ENTITY OR ORGANIZATION PURCHASES. This agreement is between HerdForce LLC, a Texas limited liability company (HerdForce), and the individual Customer agreeing to these terms (Customer).

SOFTWARE SERVICE

This agreement and the applicable order provide Customer access to and usage of an Internet-based software service, including, without limitation, its features, functions, and user interface, and underlying software, as specified on an order (Service).

USE OF SERVICE

HerdForce Information

HerdForce hereby grants Customer a non-exclusive and non-transferable license to use all data and information provided by as part of the Service (HerdForce Information) only for Customers personal use. Each account login is limited to 1 active session, on 1 device at a time.

*Restrictions* Customer may not (i) share or disclose the HerdForce Information, in whole or in part publicly or with any third parties; (ii) cache or store locally any of the HerdForce Information, other than as expressly allowed by this agreement; (iii) create, promote, offer, use or support any functionality designed to extract data or to “scrape” HerdForce Information from the Service; (v) use the HerdForce Information for the purpose of creating or augmenting any knowledge base, database, document or software (other than expressly allowed in this agreement); (vi) use the HerdForce Information in any way that competes with HerdForce; (vii) resell, rent or transfer the HerdForce Information to any third party; or (viii) use the Service for any commercial business or organization

Customer Responsibilities

Customer: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is responsible for its access control policies and administration of access rights to its account within the Service, and the acts and omissions of its users; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify HerdForce promptly of any such unauthorized access; (iv) may use the Service only in accordance with applicable law; and (v) represents and warrants to HerdForce that all information provided to setup its account within the Service is true and accurate.

Third Party Service

The Service interoperates with certain third party services (e.g. Okta and Stripe) (Third Party Service), and it depends on continuing availability of and access to Third Party Service, including application programming interfaces, for full functionality of the Service. Customer must comply with any Third-Party Service terms which are presented to Customer, and may not abuse the use of any such Third Party Service.

WARRANTY DISCLAIMER

THE SERVICE PROVIDES INFORMATION AND DATA BASED ON STATISTICAL MODELS THAT HERDFORCE BELIEVES MAY BE USEFUL IN MAKING ANALYSIS DECISIONS. HERDFORCE MAKES NO TYPE OF TRADING RESULT REPRESENTATION OR WARRANTY OF ANY KIND. CUSTOMER ASSUMES ALL TRADING RISK OF LOSS. THE HERDFORCE INFORMATION IS PROVIDED FOR EDUCATIONAL PURPOSES TO BE USED AS PART OF A VARIETY OF FACTORS FOR MAKING ANALYSIS DECISIONS. CUSTOMER UNDERSTANDS THAT THE SERVICE AND HERDFORCE INFORMATION MAY NOT BE ERROR FREE AND THE SERVICE MAY BE TEMPORARILY INTERRUPTED. THE SERVICE AND THE HERDFORCE INFORMATION IS PROVIDED ‘AS IS' WITHOUT WARRANTY. HERDFORCE DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE HERDFORCE TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, HERDFORCE DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CONSUMER LAW NOTICE. SOME STATES MAY NOT ALLOW SUCH DISCLAIMERS, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO CUSTOMER.

PAYMENT

Fees and Payment

Customer must pay all fees as specified on the order. The fees are exclusive of sales, use, withholding, VAT and other similar taxes, and Customer is responsible for payment of such taxes at the rate and in the manner for the time being prescribed by law. All fees for the Service are non-refundable and prices are subject to change on the renewal date of the order. All orders will auto renew unless terminated as described at https://stripe.com/legal/end-users . This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.

Nonpayment

If an invoiced amount is past due, HerdForce may suspend the Service until the amount is paid in full, provided HerdForce will make reasonable efforts to provide Customer at least 2 days’ prior electronic notice (to the email address registered with the Service for ‘payment purposes’) that its account is past due

MUTUAL CONFIDENTIALITY

Definition of Confidential Information

Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). HerdForce's Confidential Information includes, without limitation, the Service and HerdForce Information.

Protection of Confidential Information

Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser to those of its employees and contractors who need that access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this agreement.

Exclusions

Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

PROPERTY

Reservation of Rights

HerdForce and its licensors are the sole owners of the Service and the HerdForce Information, including all associated intellectual property rights, and they remain only with HerdForce and its licensors. Customer may not remove or modify any proprietary marking or restrictive legends in the Service or HerdForce Information. HerdForce reserves all rights that are not expressly granted in this agreement.

Restrictions

Customer may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) attempt to reverse engineer the Service or discover its underlying algorithms or processes, except as allowed by applicable law despite this limitation; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes. HerdForce may suspend Service to Customer if HerdForce believes in good faith that Customer’s use of the Service poses an imminent threat to the security, availability or legality of the Service.

Statistical Information

HerdForce may compile statistical information related to the performance of the Service and may make such information publicly available, provided that such information does not identify Customer, and there is no means to re-identify Customer. HerdForce retains all intellectual property rights in such information.

TERM AND TERMINATION

Term

This agreement continues until the 30th day after all orders have expired, unless earlier terminated as provided below.

Term of Orders

The term of each order must be specified in the order.

Termination for Breach

If Customer breaches this agreement, this agreement will terminate the earlier of (i) when Customer’s account is de-activated or (ii) electronic notice is sent to Customer regarding the breach. If HerdForce breaches this agreement then Customer may provide 15 days electronic or written notice of the breach and the opportunity to cure the breach during the 15 day period after the notice has been received.

Effect of Termination

If this agreement is terminated for Customer’s breach, Customer must pay any unpaid fees for the term of all orders and the Service will terminate. Upon request, following any termination of this agreement, each party will destroy or return all of the other party’s property that it holds.

LIABILITY LIMIT

EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, HERDFORCE IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.

TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, HERDFORCE'S TOTAL LIABILITY, IRRESPECTIVE OF THE NEGLIGENCE OF EITHER PARTY, ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 6-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.

CONSUMER LAW NOTICE. SOME STATES MAY NOT ALLOW THE ABOVE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. CUSTOMER MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER LOCAL LAW. CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

INDEMNIFICATION FOR THIRD-PARTY CLAIMS

If any third party brings a claim against HerdForce related to Customer’s use or access to the Service, Customer must defend, indemnify, and hold HerdForce harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

GOVERNING LAW AND FORUM

This agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Dallas County, Texas, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.

OTHER TERMS

Entire Agreement and Changes

This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by HerdForce.

No Assignment

Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all a party's businesses, assets, not involving a competitor of the other party, or at any time to an affiliate.

Export Compliance

The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.

Independent Contractors

The parties are independent contractors with respect to each other, and neither party is an agent, employee, or partner of the other party or the other party's affiliates.

Enforceability and Force Majeure

If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control, including but not limited to natural weather events and disasters, labor disruptions, and disruptions in the supply of utilities.

Money Damages Insufficient

Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.

No Additional Terms

HerdForce rejects additional or conflicting terms of a Customer's form-purchasing document.

Order of Precedence

If there is an inconsistency between this agreement and an order, the order prevails.

If there is an inconsistency between this agreement and the Privacy Policy, this agreement prevails.

Survival of Terms

All provisions of this agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable. The UN Convention on Contracts for the International Sale of Goods does not apply.

Feedback

If Customer provides feedback or suggestions about the Service, then HerdForce (and those it allows to use its technology) may use such information without obligation to Customer.