Terms of Service

1. Definitions

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party.

"Authorized User" means an individual whom Customer permits to access the Service under Customer's account.

"Customer Data" means data, content and information that Customer or an Authorized User submits to the Service, that WonderForce accesses from a Connected System at Customer's direction, and that is derived from either.

"Connected System" means a third-party system, application or account that Customer or an Authorized User authorizes WonderForce to access.

"Documentation" means the then-current usage documentation WonderForce makes available for the Service.

"Order" means an ordering document or online registration referencing these Terms.

2. The Service

Provision. Subject to these Terms and to any applicable Order, WonderForce grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service for Customer's internal business purposes.

Modifications. WonderForce may modify the Service from time to time. WonderForce will not materially decrease the overall functionality of the Service during a paid subscription term without providing notice in accordance with §16.

Beta offerings. WonderForce may make features designated as beta, preview or evaluation available. Such features are provided "AS IS", may be discontinued at any time, and are excluded from any commitment, warranty or indemnity in these Terms.

3. Accounts and access

Customer is responsible for the accuracy of its account information, for maintaining the confidentiality of authentication credentials, and for all activity occurring under its account. Customer will ensure that each Authorized User complies with these Terms and is responsible for their acts and omissions as if they were Customer's own.

Access is authenticated through Customer's third-party identity provider. Customer will notify WonderForce promptly at security@wonderforce.ai upon becoming aware of any unauthorized access to or use of the Service.

Administrative roles within a workspace govern account and workspace administration. They do not confer access to Customer Data beyond that supported by the role-holder's own authorizations.

4. Customer responsibilities for Connected Systems

This section is a material inducement to WonderForce's provision of the Service.

By authorizing a Connected System, Customer represents and warrants that:

• it has the right and authority to grant WonderForce access to that system and its contents;
• it has provided all notices, obtained all consents, and established all lawful bases required for WonderForce to access and process the contents of that system, including with respect to individuals who are not Authorized Users but whose personal information appears in that system;
• the connection does not violate any agreement, policy or obligation binding on Customer, including obligations owed to Customer's own customers, employees or counterparties; and
• the system does not contain material Customer is prohibited by contract or by law from disclosing to a service provider.

Regulated data. The Service is not designed or certified for, and Customer will not use it to process: protected health information subject to HIPAA; cardholder data subject to PCI DSS; information subject to the Gramm-Leach-Bliley Act; biometric identifiers; government classified information; or personal information of children under thirteen. Customer is solely responsible for the consequences of submitting such material.

Third-party terms. Connected Systems are governed by Customer's agreements with their respective providers. WonderForce is not responsible for those systems, and any change, suspension or termination of access by a provider is not a breach of these Terms.

5. Acceptable use

Customer will not, and will not permit any Authorized User or third party to:

• access the Service other than as authorized, or circumvent or attempt to circumvent its access controls or permission model;
• access, or attempt to access, Customer Data that the accessing individual is not authorized to access, or probe for the existence of such data;
• use the Service in violation of applicable law, including export control and sanctions laws;
• submit material that is unlawful or that infringes or misappropriates the rights of any person;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models, or underlying structure of the Service, except to the extent that restriction is unenforceable under applicable law;
• rent, lease, resell, sublicense or provide the Service to a third party as a service bureau or on a time-sharing basis;
• interfere with or disrupt the integrity or performance of the Service, including through excessive automated load or denial-of-service activity; or
• remove, obscure or alter any proprietary notice.

WonderForce may suspend access, with notice where practicable, where it reasonably determines that continued access presents a security risk, violates this section, or exposes WonderForce or another customer to liability.

6. Customer Data

Ownership. As between the parties, Customer retains all right, title and interest in and to Customer Data. WonderForce acquires no rights in Customer Data other than the limited rights granted in these Terms.

License. Customer grants WonderForce a non-exclusive, worldwide license to host, copy, transmit, process and display Customer Data solely to provide, maintain and secure the Service for Customer, and to comply with applicable law.

Restrictions. WonderForce will not sell Customer Data, will not use it for advertising, and will not disclose Customer Data to another customer. WonderForce does not train models on Customer Data, does not develop models of its own using Customer Data, and does not permit its model providers to train on Customer Data.

Aggregated data. WonderForce may generate and use aggregated and de-identified data derived from operation of the Service for security, performance and product-improvement purposes, provided such data does not identify Customer, any Authorized User or any individual, and is not disclosed in a manner that would permit such identification.

Privacy. WonderForce's processing of personal information is described in the Privacy Policy and, where applicable, in a data processing addendum executed by the parties. In the event of a conflict between an executed data processing addendum and these Terms with respect to the processing of personal information, the addendum controls.

Sub-processors. Customer authorizes WonderForce to engage sub-processors to process Customer Data in providing the Service. WonderForce imposes on each sub-processor data protection obligations no less protective than those in these Terms, and remains responsible to Customer for each sub-processor's performance. A current list is maintained in the Privacy Policy and is available on request. WonderForce will give Customer advance notice before engaging a new sub-processor that processes Customer Data, and Customer may object on reasonable data protection grounds, in which case the parties will work in good faith to resolve the objection.

7. Output

The Service generates summaries, answers and related output using automated systems ("Output"). Output may be incomplete, inaccurate or otherwise unsuitable for a particular purpose, and may not reflect the most current state of a Connected System.

Customer is responsible for evaluating Output before relying on it. Customer will not use Output as the sole basis for any decision that has a legal or similarly significant effect on an individual, including decisions concerning employment, credit, housing, insurance or access to essential services.

Output is Customer Data for purposes of §6. WonderForce makes no representation that Output is unique; substantially similar output may be generated for other customers.

8. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. The Service, Documentation and non-public pricing are WonderForce's Confidential Information.

The receiving party will protect Confidential Information using at least reasonable care, will not disclose it other than to its personnel, Affiliates and professional advisors who need to know it and are bound by confidentiality obligations, and will use it only as necessary to perform under these Terms. These obligations continue for three (3) years following disclosure, and indefinitely with respect to trade secrets and Customer Data.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to it without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

A party may disclose Confidential Information where required by law or legal process, provided it gives prompt notice where legally permitted and reasonably cooperates in any effort to limit the disclosure.

9. Intellectual property

WonderForce and its licensors retain all right, title and interest in and to the Service, the Documentation, and all software, models, interfaces, designs and technology comprising or supporting them, including all intellectual property rights therein. No rights are granted other than as expressly set out in these Terms.

Customer may provide suggestions or feedback regarding the Service. WonderForce may use such feedback without restriction or obligation.

10. Fees

Where an Order specifies fees, Customer will pay them in accordance with its terms. Fees are stated in U.S. dollars, are exclusive of taxes, and are non-refundable except as expressly provided. Customer is responsible for all taxes other than those based on WonderForce's net income. Undisputed amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by law.

Where access is provided without charge, WonderForce may modify or discontinue it at any time.

11. Term and termination

These Terms commence on the earlier of Customer's first access to the Service and the effective date of an Order, and continue until terminated (the "Term").

Either party may terminate for convenience on thirty (30) days' written notice, unless an Order provides otherwise. Either party may terminate immediately on written notice if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days after written notice describing it, or becomes subject to an insolvency proceeding not dismissed within sixty (60) days.

On termination, Customer's right to access the Service ceases. Customer may request an export of Customer Data within thirty (30) days after termination by writing to hello@wonderforce.ai; the Service does not currently provide self-service export. Thereafter WonderForce may delete Customer Data in the ordinary course, subject to retention required by law and to backup rotation.

Sections 1, 4 (as to accrued obligations), 6, 8, 9, 10, 12, 13, 14, 15 and 16 survive termination.

12. Warranties and disclaimer

Each party represents that it has the authority to enter into these Terms. WonderForce warrants that it will provide the Service in a professional and workmanlike manner.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICE, THE DOCUMENTATION AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". WONDERFORCE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WONDERFORCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE.

13. Indemnification

By WonderForce. WonderForce will defend Customer against any third-party claim alleging that the Service, as provided by WonderForce and used in accordance with these Terms, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will indemnify Customer against damages and costs finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, a Connected System, modification of the Service by anyone other than WonderForce, or use of the Service in combination with items not supplied by WonderForce.

By Customer. Customer will defend WonderForce against any third-party claim arising from Customer Data, from Customer's authorization of a Connected System, or from Customer's breach of §4 or §5, and will indemnify WonderForce against damages and costs finally awarded or agreed in settlement.

Procedure. The indemnified party will promptly notify the indemnifying party of the claim, grant it sole control of the defense and settlement (provided no settlement imposing liability or admission on the indemnified party may be made without consent), and provide reasonable cooperation at the indemnifying party's expense.

14. Limitation of liability

EXCLUSION. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CAP. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO WONDERFORCE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND (B) FIFTY THOUSAND U.S. DOLLARS ($50,000).

EXCEPTIONS. The foregoing exclusion and cap do not apply to: a party's indemnification obligations under §13; Customer's payment obligations; either party's breach of §8; or liability that cannot be limited under applicable law.

These limitations apply notwithstanding the failure of any limited remedy of its essential purpose, and reflect an agreed allocation of risk that is a material basis of the bargain.

15. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, and waive any objection to venue in those courts. Each party waives any right to a trial by jury. Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16. General

Notices. Notices to WonderForce must be sent to legal@wonderforce.ai and to WonderForce Inc., Palo Alto, California 94301. Notices to Customer may be sent to the email address associated with its account. Notice is effective on receipt, or on the next business day if sent by email.

Publicity. WonderForce will not identify Customer by name or logo in marketing materials without Customer's prior written consent.

Order of precedence. In the event of a conflict, the following order controls: an executed Order; an executed data processing addendum with respect to the processing of personal information; these Terms.

Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign them in their entirety to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, on notice to the other party.

Force majeure. Neither party is liable for a failure or delay in performance, other than a payment obligation, caused by circumstances beyond its reasonable control.

Independent contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency or employment relationship.

Severability and waiver. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder will continue in effect. A failure to enforce a provision is not a waiver of it.

Changes. WonderForce may update these Terms. The revised version will be posted at this URL with an updated date. Where a change materially and adversely affects Customer, WonderForce will provide notice at least thirty (30) days before it takes effect, and continued use of the Service after that date constitutes acceptance. Prior versions are available on request.

Entire agreement. These Terms, together with any Order and any executed data processing addendum, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements and understandings regarding its subject matter.

WonderForce Inc.
Palo Alto, California 94301
United States

General: hello@wonderforce.ai
Legal: legal@wonderforce.ai
Security: security@wonderforce.ai