Terms and Conditions
THIS TERMS AND CONDITIONS (“TERMS”) IS BETWEEN YOU AND SAFI ANALYTICS PBC DBA GUIDEWHEEL, AGREEING TO THE FOLLOWING:
Please read these Terms carefully because they govern your use of our products and services. By completing an online form and/or using our products or services, you agree to the terms of this Agreement. These Terms, any Order Forms, and any attachments, linked policies, additional terms, or documents referencing the foregoing shall be referred to as the “Agreement”.
1. Definitions.
1.1 “Customer” means the company or legal entity for which you are accepting this agreement, and Affiliates of that company or entity.
1.2 "Documentation" means any Product training, technical services, or documentation made available to Customer through the Guidewheel website or otherwise made available to Customer by Guidewheel.
1.3 “Firmware” refers to software installed within each Hardware.
1.4 “Hardware” means the hardware devices such as meters, sensors, routers, and accessories, that Customer has purchased, received, or has otherwise acquired via an Order Form.
1.6 “Hosted Software” means Guidewheel's web-based software platform, including the customer-facing interface accessed online.
1.7 “Order Form” means an ordering document, online registrations, or order confirmations referencing these Terms that specifies the Products purchased by Customer under the Agreement.
1.8 “Products” means the Hardware and Services that Guidewheel will provide to Customer under this Agreement as set forth in the applicable Order Form.
1.9 “Refund” means an amount refunded to the Customer pursuant to the terms of this Agreement equal to (i) pre-paid fees for the time remaining in an applicable license term prorated to the period of time between (a) the date of termination and (b) the original license termination date specified in an Order Form, and, if applicable, (ii) the cost of purchased Hardware.
1.10 “Renewal Date” means the date when the account will automatically renew according to the subscription purchased.
1.11 “Services” means the Hosted Software alongside any applicable Support Services.
1.12 “Subscription” means the billing arrangement – set forth on the product at checkout.
1.13 "Support services" means access to Guidewheel's online help center (https://support.guidewheel.app/en) and the ability to contact representatives from Guidewheel's customer success team. Additional support and specific response times may be specified in Customer's Order Form.
1.14 “Users” means Customer’s employees and/or contractors whom Customer authorizes to use the Hosted Software strictly on its behalf, creating an account in Guidewheel that enables them to access Guidewheel modules.
2. Scope of Work. Guidewheel shall provide its cloud-based software-as-a-service available via the Hosted Software to Customer. Subject to the terms of this Agreement, Guidewheel hereby grants to Customer during the Term a right to access and use the Hosted Software in connection with the Products. Customer shall not access or use the Products in any manner or for any purpose not expressly permitted by this Agreement. During the term of Customer’s subscription to the Hosted Software, Customer will receive necessary Hardware, including meters, sensors, hardware for connectivity, and accessories. Customer may be required to pay for additional Hardware requests not included in the Order Form.
3. Agreement to Terms. By accepting this Agreement, either by clicking a box indicating your acceptance or by executing an Order Form that references this Agreement, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Products. If you are accessing and using the Products on behalf of a company (such as your employer) or other legal entity which is our Customer, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement. References to “you” and “your” in these Terms refer to that company or other legal entity, our Customer. You may not use the Products if you are our direct competitor, as determined in our sole discretion, except with our prior written consent.
This Agreement constitutes the entire and exclusive understanding and agreement between Guidewheel and you regarding the Products, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Guidewheel and you regarding the Products, however if an Order Form differs from these Terms then the terms of the Order Form control over these Terms. If for any reason a court of competent jurisdiction finds any provision of this Agreement as invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the Agreement will remain in full force and effect. You may not assign or transfer the Agreement, by operation of law or otherwise, without Guidewheel’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of your company. Any attempt by you to assign or transfer the Agreement, without such consent, will be null. Guidewheel may freely assign or transfer the Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns. Any notices or other communications provided by Guidewheel under this Agreement, including those regarding modifications to these Terms, will be given: (i) via email; (ii) by posting to Guidewheel’s website; or (iii) by posting to the Hosted Software. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Either Party’s failure to enforce any right or provision of the Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of both Parties. Except as expressly set forth in the Agreement, the exercise by either Party of any of its remedies under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.
4. Changes to the Terms. We may modify these Terms at any time, at our sole discretion. It is important that you review the Terms whenever we modify them because if you continue to use the Products after we have modified these Terms, you are agreeing to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not continue to use the Products and may cancel your subscription pursuant to Section 13 (Term and Termination).
5. License. The Support Services included as part of the Services are as set forth in the applicable Order Form. The Firmware license for each item of Hardware that the Customer purchases is contingent upon Customer purchasing and maintaining a valid subscription to the Hosted Software.
6. License Restrictions. Customer agrees not to do any of the following without Guidewheel’s express prior written consent: (i) resell, white label, or reproduce the Products or any individual element within the Products, Guidewheel’s name, any Guidewheel trademark, logo or other proprietary information, or the layout and design of any part of the Hosted Software; (ii) access, tamper with, or use non-public areas of the Hosted Software, Guidewheel’s computer systems, or the technical delivery systems of Guidewheel’s providers; (iii) attempt to probe, scan or test the vulnerability of any Guidewheel system or network or breach any security or authentication; (iv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Guidewheel or any of Guidewheel’s providers or any other third party (including another user) to protect the Products; (v) transfer, copy, modify, sublicense, lease, lend, rent or otherwise distribute the Products or any Firmware to any third party; (vi) unless permitted under applicable law, disassemble, decompile or reverse engineer the Products, in whole or in part, or permit or authorize a third party to do so; (vii) hack into, disable, disrupt, or access without authorization any part of the Products, or attempt any of the foregoing; (viii) attempt to decipher, decompile, disassemble or reverse engineer any aspect of the Products; (ix) impersonate or misrepresent an affiliation with any person or entity; (x) use or access the Products for any competitive purpose; (xi) perform benchmark testing on the Products; (xii) violate any applicable law or regulation; or (xiii) encourage or enable any other individual to do any of the foregoing. Guidewheel has the right to investigate violations of the Agreement or conduct that affects the Products. Guidewheel may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
7. Limitations; Warnings.
7.1 Customer understands that any Hardware provided to Customer by Guidewheel is purchased by Guidewheel on behalf of Customer from third party suppliers. Customer will use the Hardware in compliance with any manuals, usage guidelines or other instructions made available by such third party suppliers. GUIDEWHEEL SHALL HAVE NO LIABILITY FOR AND CUSTOMER HEREBY RELEASES GUIDEWHEEL FROM AGAINST ALL LIABILITY AND DAMAGES, PERFORMANCE FAILURES, INJURIES OR LOSS OF LIFE ARISING FROM, RELATED TO, OR CAUSED BY, THE HARDWARE, INCLUDING WITHOUT LIMITATION ANY USE, OPERATION OR MALFUNCTION OF THE HARDWARE.
7.2 Customer may be required to directly purchase certain Hardware for the Services. Guidewheel may, in its sole discretion, provide to Customer information, responses or recommendations regarding Hardware products (“Hardware Suggestions”). Customer should not rely on Hardware Suggestions as a sole source of truth or factual information, or as a substitute for factual advice. Customer is solely responsible for any Hardware purchases and must evaluate any Hardware for its own usage. Guidewheel does not endorse any Hardware or any opinion, recommendation or advice expressed in any Hardware Suggestions. GUIDEWHEEL SHALL HAVE NO LIABILITY FOR AND CUSTOMER HEREBY RELEASES GUIDEWHEEL FROM AGAINST ALL LIABILITY AND DAMAGES, PERFORMANCE FAILURES, INJURIES OR LOSS OF LIFE ARISING FROM, RELATED TO, OR CAUSED BY, HARDWARE SUGGESTIONS, INCLUDING WITHOUT LIMITATION ANY RELIANCE BY CUSTOMER ON SUCH HARDWARE SUGGESTIONS.
7.3 Depending on the Customer’s intended use of the Products, Customer may request professional installation of the Hardware from Guidewheel for an additional fee. In the event Guidewheel agrees, in its sole discretion, to perform installation services, the parties will enter into a supplemental agreement for installation services governed by the Agreement. Unless separately agreed to in writing by Guidewheel and Customer, Customer is solely responsible for installation of the Hardware. Without limiting the generality of the foregoing, even if Guidewheel personnel is dispatched to Customer’s site with respect to any Hardware, Guidewheel will have no liability or responsibility for the installation or operation of Hardware unless separately agreed to in writing with Customer, and only to the extent mutually agreed. If Customer is unable to install the Hardware, or if Customer is uncertain that Customer has the requisite skills and understanding, Customer agrees to consult with a qualified installer. Customer acknowledges and agrees that if the Hardware is not properly installed, then Customer may experience false alarms, detection failures, equipment malfunction or damage, or other property damage. It is Customer’s responsibility to regularly maintain the Hardware in accordance with the installation requirements after any installation, whether by Guidewheel, Customer or a third party. FURTHERMORE, WITH RESPECT TO ANY INSTALLATION SERVICES PROVIDED BY GUIDEWHEEL, EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE INSTALLATION SERVICES AGREEMENT ENTERED INTO BETWEEN CUSTOMER AND GUIDEWHEEL, GUIDEWHEEL SHALL HAVE NO LIABILITY FOR AND CUSTOMER HEREBY RELEASES GUIDEWHEEL FROM AGAINST ALL LIABILITY AND DAMAGES, PERFORMANCE FAILURES, INJURIES OR LOSS OF LIFE ARISING FROM, RELATED TO, OR CAUSED BY, THE INSTALLATION OF THE HARDWARE. FOR INSTALLATION OF THE HARDWARE BY CUSTOMER OR ANY THIRD PARTY, OR ANY TESTING OF THE HARDWARE, CUSTOMER HEREBY RELEASES GUIDEWHEEL FROM ANY LIABILITY UNDER ANY LEGAL THEORY AND HOLDS GUIDEWHEEL HARMLESS FROM AND AGAINST ALL LIABILITY AND DAMAGES, PERFORMANCE FAILURES, INJURIES OR LOSS OF LIFE ARISING FROM, RELATED TO, OR CAUSED BY, THE INSTALLATION OF THE HARDWARE OR ANY FAILURE TO TEST THE HARDWARE.
7.4 Customer acknowledges and agrees that it will at all times operate and maintain its on-site equipment in strict compliance with any documentation, safety guidelines or other instructions provided by the manufacturer, OEM or other supplier of Customer’s on-site equipment and any safety and maintenance regulations applicable to Customer’s manufacturing facility. Customer will at all times apply the common sense of a reasonable person when using the Products or otherwise operating its on-site equipment. CUSTOMER HEREBY RELEASES GUIDEWHEEL FROM ANY LIABILITY UNDER ANY LEGAL THEORY AND HOLD GUIDEWHEEL HARMLESS FROM AND AGAINST ALL LIABILITY AND DAMAGES, PERFORMANCE FAILURES, INJURIES OR LOSS OF LIFE ARISING FROM, RELATED TO, OR CAUSED BY, CUSTOMER’S FAILURE TO FOLLOW SUCH INSTRUCTIONS OR REGULATIONS, OR FAILURE TO MAINTAIN A SAFE MANUFACTURING ENVIRONMENT.
7.5 THE PRODUCTS ARE NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. THE PRODUCTS ARE NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR FACILITIES, OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY OR PROPERTY DAMAGE.
7.6 Customer acknowledges and agrees that the Products, whether standing alone or when interfaced with other products or equipment, are not certified for critical detection or response. Guidewheel makes no warranty or representation that use of the Products with any product or equipment will affect or increase any level of safety or specific results. CUSTOMER UNDERSTANDS THAT THE PRODUCTS, WHETHER STANDING ALONE OR INTERFACED WITH OTHER PRODUCTS OR EQUIPMENT, ARE NOT TO BE RELIED ON AS A NOTIFICATION OR DETECTION SYSTEM.
7.7 The Products may use various open or commonly available standards or means to communicate and work with smart or connected devices that are also similarly used by other systems or services not manufactured by Guidewheel, including Wi-Fi, Bluetooth, and IP devices. HOWEVER, SMART, CONNECTED OR OTHER DEVICES AND RELATED SERVICES (“THIRD-PARTY PRODUCTS AND SERVICES”) THAT ARE NOT DESIGNATED BY GUIDEWHEEL AS COMPATIBLE WITH THE PRODUCTS MAY NOT WORK WITH THE PRODUCTS, OR MAY HAVE LIMITED FEATURES OR FUNCTIONALITY, EVEN IF DESIGNED, SPECIFIED OR MARKETED TO OPERATE USING THE SAME OR SIMILAR STANDARDS OR MEANS OF COMMUNICATION. CUSTOMER AGREES ONLY TO USE THIRD-PARTY PRODUCTS AND SERVICES DESIGNATED BY GUIDEWHEEL AS COMPATIBLE WITH THE PRODUCTS. FURTHER, CUSTOMER AGREES THAT GUIDEWHEEL IS NOT RESPONSIBLE FOR, AND CUSTOMER HEREBY RELEASES AND HOLD GUIDEWHEEL HARMLESS FROM AND AGAINST, ALL LIABILITY AND DAMAGES, INJURIES OR LOSS OF LIFE ARISING FROM. RELATED TO, OR CAUSED BY, ANY ATTEMPT BY CUSTOMER TO CONNECT, OR CUSTOMER’S CONNECTION AND USE OF, THIRD-PARTY PRODUCTS OR SERVICES THAT ARE NOT CERTIFIED BY GUDIEWHEEL AS COMPATIBLE WITH THE PRODUCTS.
7.8 Customer acknowledges that Guidewheel may use third-party service providers to enable some aspects of the Products – such as, for example, data storage, synchronization and communication through cloud computing processors and mobile device notifications through mobile operating system vendors and mobile operators. CUSTOMER AGREES NOT TO RELY ON THE PRODUCTS FOR ANY LIFE SAFETY PURPOSES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES TO RELEASE AND HOLD HARMLESS GUIDEWHEEL AND THIRD-PARTY SERVICE PROVIDERS FROM ALL LIABILITY, DAMAGES OR LOSSES OF ANY KIND OR SORT, PERSONAL INJURY OR LOSS OF LIFE ARISING FROM CUSTOMER’S USE OF THE PRODUCTS.
7.9 While we aim for the Products to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Products are subject to sporadic interruptions and failures for a variety of reasons beyond Guidewheel’s control, including Wi-Fi intermittency, service provider uptime, mobile notifications and carriers, among others. Customer acknowledges these limitations and agrees that Guidewheel is not responsible for any damages allegedly caused by the failure or delay of the Products to reflect current status or notifications.
7.10 Access to the Products may be limited to those with the necessary system requirements, as published in connection with such services. Certain parts of the Products will not be accessible without: (i) a working Internet connection that is positioned to communicate reliably with the Products; (ii) an account to access the Products; (iii) mobile clients such as a supported phone or tablet (required from some functionality); (iv) a working electrical supply in good condition; or (iv) other system elements that may be specified by Guidewheel. It is Customer’s responsibility to ensure that it has all required system elements and that they are compatible and properly configured. Customer acknowledges and agrees that the Products may not work as described when the requirements and compatibility have not been met.
7.11 The Products are provided on an “as is” and “as available” basis. The Products may be suspended temporarily, without notice, for security reasons, systems failure, maintenance and repair, or other circumstances. Customer agrees that it will not be entitled to any refund or rebate for such suspensions. Guidewheel will make available to Customer any new functionality and features and improvements to the Hosted Software as such is developed and made generally available by Guidewheel.
8. Product Updates. Guidewheel continuously improves the Products, and may from time to time (i) update the Hosted Software and cause Firmware updates to be automatically installed onto Customer’s Hardware; or (ii) upgrade Hardware equipment to newer models. Guidewheel may change or discontinue all or any part of the Products, at any time and without notice, at Guidewheel’s sole discretion. Updates or upgrades may include security or bug fixes, performance enhancements, or new functionality, and may be issued with or without prior notification to the Customer. Customer hereby consents to such automatic updates.
9. Payment and Fees.
9.1 Customer shall pay Guidewheel the fees set forth in the Order Form. Unless otherwise provided in an Order Form, Customer shall pay all fees within thirty (30) days after the date of the invoice thereof. Customer shall make all payments hereunder in U.S. dollars by the payment method specified by Guidewheel or as otherwise set forth in the Order Form.
9.2 Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Guidewheel income, revenues, gross receipts, personnel, or real or personal property or other assets.
9.3 Customer’s fees are set forth in the Order Form and are based on the Products purchased. Customer shall pay all fees when due and is responsible for providing complete and accurate billing information to Guidewheel. If such fees are being paid via credit card or other electronic means, Customer authorizes Guidewheel to charge such fees using Customer’s selected payment method. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise provided herein. If Customer requires the use of a purchase order or purchase order number, Customer shall provide the purchase order number at the time of purchase. Where Customer designates use of a third-party payment processor network (such as a payment agent, for example), Customer shall be responsible for payment of all fees and charges associated with use of such network. Guidewheel reserves the right to suspend Customer’s access to Products, in addition to all of its other available rights and remedies, in the event that Customer’s account becomes overdue. Suspension shall not relieve Customer’s obligation to pay amounts due.
9.4 Customer agrees that its subscription will automatically renew based on the Customer’s subscription start date (the “Renewal Date”). Guidewheel reserves the right to increase fees for each renewal subscription term and Customer authorizes Guidewheel to automatically charge Customer for the applicable fees on or after the Renewal Date unless the subscription has been terminated or canceled in accordance with this Agreement. Customer must cancel its subscription by providing written notice to Guidewheel at least 30 days prior to the Renewal Date in order to avoid billing of the next period’s Subscription fees. If Customer chooses to cancel its subscription during the subscription term in accordance with the foregoing, Customer may use the Products until the end of Customer’s then-current subscription term or renewal period.
9.5 If a subscription is canceled or payment has not been received for 45 days, Customer will return the Hardware to Guidewheel within 30 days from the date of subscription cancellation or nonpayment. If Customer does not return the Hardware within the above 30 day period (or other period as specified by Guidewheel) following such cancellation or non-payment, Customer will be required to promptly pay Guidewheel in full for the cost of the Hardware.
9.7 Any extra costs incurred during the Term of this Agreement that is not addressed herein will be discussed, apportioned and covered as mutually-agreed by the Parties.
10. Users. Customer shall be solely responsible for administering and protecting User accounts. Customer agrees to provide access to the Hosted Software only to Users, and to require such Users to keep account login information, including user names and passwords, strictly confidential and not provide such account login information to any unauthorized parties. Customer is solely responsible for monitoring and controlling access to the Hosted Software and maintaining the confidentiality of account login information and any provided API tokens. In the event that Customer or any User becomes aware that the security of any user account login information has been compromised, Customer shall immediately notify Guidewheel and de-activate such user account or change the user’s login information. Users may only use the Hosted Software strictly on behalf of Customer and subject to the terms and conditions applicable to Customer herein. Customer is responsible and liable for any breach by an User of their obligations hereunder.
11. Customer Data.
11.1 Customer Data. Customer owns all right, title, and interest in and to data and other information, including Equipment Data (as defined below), that is submitted or transmitted by or on behalf of Customer through the Products (“Customer Data”). Customer hereby authorizes and instructs Guidewheel to use and process Customer Data as may be necessary for Guidewheel to provide the Products to Customer. Customer consents to the collection, use, processing and transfer of any data generated by the equipment installed at its site (“Equipment Data”) by Guidewheel. Customer represents and warrants that it has all necessary licenses, rights, consents, registrations and other legal bases to authorize Guidewheel to collect and process Customer Data and Equipment Data as contemplated by these Terms. Guidewheel shall use best efforts to transfer Customer Data in a format that anonymizes the Customer’s identity. In order to improve the Products and provision of such Products to the Customer and Guidewheel customers, Guidewheel may also receive relevant data from other sources including third parties and may aggregate such data with Customer Data (“Aggregate Data”) and share the Aggregate Data with third party service providers, with whom Guidewheel has agreements with confidentiality obligations and data use restrictions, and Guidewheel may also use the Aggregate Data for its business purposes and to improve its products and services, including for algorithm training and machine learning purposes; and Customer consents to such aggregation and use.
11.2 Guidewheel Limited Warranty. Guidewheel warrants that the Hardware will be free from material defects for as long as the Customer has an active and valid subscription to the Hosted Software (“Limited Warranty”). Guidewheel’s obligation, and the Customer’s sole remedy, under this Limited Warranty is the repair, replacement or correction of any non-conforming Hardware or part thereof. This Limited Warranty is not transferable or assignable by Customer and (subject to applicable law) applies only to the original purchaser. Guidewheel may, in its sole discretion, make any repair or replacement with new or refurbished parts or components. If the part or component requiring repair or replacement is no longer available, Guidewheel may, in its sole discretion, replace such part or component with a similar part or component of similar features, functions and quality. The Limited Warranty shall not apply to any of the following causes and events: damage due to misuse, abuse, failure to follow instructions and specifications, negligence, casualty (e.g., fire) or acts of God (including but not limited to lightning, flood, tornado, earthquake, or hurricane), and consumable parts (including batteries) are not covered by this Limited Warranty. Unauthorized service or modification of the Hardware or any part or component will void the Limited Warranty in its entirety. The Limited Warranty does not include reimbursement for inconvenience, installation, loss of use, or unauthorized service. In addition, the Limited Warranty does not cover any losses, injuries to persons, loss of property or other monetary damages. The Limited Warranty does not apply if Customer’s purchases pre-owned Hardware, purchases the Hardware from any unauthorized seller, or purchases Hardware from third party sellers. This Limited Warranty covers only Hardware as provided by Guidewheel and is not extended to other equipment, components, services, software, or devices that Customer uses in conjunction with the Hardware. Customer is solely responsible for determining the compatibility of the Hardware with Customer’s other equipment, and Customer accepts that lack of compatibility is not a valid claim under the Limited Warranty provided for the Hardware.
Except as expressly set forth above, Guidewheel makes no warranties and disclaims any other warranties, express, implied, statutory, or otherwise, with respect to the Products. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. IF APPLICABLE LAW DOES NOT PERMIT GUIDEWHEEL TO LAWFULLY DISCLAIM STATUTORY OR IMPLIED WARRANTIES, THEN TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH STATUTORY OR IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO THE WARRANTY PERIOD OF ONE (1) YEAR FROM THE DATE OF CUSTOMER’S PURCHASE OF THE HARDWARE.
11.3 Intellectual Property and Ownership. Guidewheel and its licensors reserve and retain all rights, title and interest, including all patent, copyright, trade secret, know-how, design rights, trademark, and other intellectual property rights, in and to its Marks, the Products, and any changes, corrections, bug fixes, enhancements, derivatives, improvements, patches, upgrades, updates and other modifications thereto, including without limitation any intellectual property derived from Aggregate Data such as algorithms and models for the Hosted Software (collectively, “Guidewheel IP”). If Customer happens to acquire any rights to Guidewheel IP, Customer shall (and hereby does) assign to Guidewheel, for no additional consideration, Customer’s right, title and interest in and to such Guidewheel IP. The Parties reserve the right to control and use their respective names, symbols, trademarks and service marks (“Marks”), and neither Party shall use the other party’s Marks without its prior written consent. Notwithstanding the foregoing, Guidewheel may include Customer’s name and/or logo on its website and in any marketing and publication materials, sales materials, fundraising and financial documents referencing that Customer is a customer of or has a business relationship with Guidewheel, but it shall not use Customer’s Marks for any other purpose or disclose any further details of this Agreement unless agreed with the Customer in writing.
11.4 Customer Database Information. Guidewheel’s databases are hosted in the US on Google Cloud platform. Customer Data is encrypted in transit and at rest. Only certain members of the Guidewheel team have access to the database credentials.
12. Customer Relationship.
12.1 Confidentiality. Each Party shall use its best efforts to keep in strict confidence and shall bind all its employees and agents to keep in strict confidence, all sensitive and proprietary commercial and technical information in whatever form acquired by it (whether directly or indirectly) concerning any other Party in relation to this Agreement. (“Confidential Information”). No Party shall use or disclose any Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement. This restriction will not apply to disclosures required by law or matters already in the public domain. The confidentiality obligations will survive termination of this Agreement.
12.2 Customer Obligations. In addition to its payment obligations in Section 9, Customer shall: (a) reasonably cooperate with Guidewheel in all matters relating to the Products; (b) provide Guidewheel and its authorized representatives access to the Customer’s premises as reasonably required by Guidewheel to provide the Products; (c) provide, in a timely manner, information reasonably requested by Guidewheel and necessary to complete the Services and improve the Products, and ensure that to the best of its knowledge, such information is accurate and complete in all materials respects; (d) take reasonable care of all Hardware and related materials provided by Guidewheel and in Customer’s possession; and (e) take whatever actions are reasonably necessary to resolve any interference or delay-related matters arising from or affecting the provision of the Products.
12.3 Feedback. If Customer submits, orally or in writing, suggestions or recommended changes to the Solution (“Feedback”), Guidewheel may, but is not required to, use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
13. Term and Termination. This Agreement is effective as of the Effective Date and will continue for the contract term length specified in the Order Form ("Initial Term"), unless earlier terminated in accordance with this Section 13. If no Initial Term is specified, then the Initial Term will be one month. If the Initial Term is greater than or equal to one year, upon expiration of the Initial Term, this Agreement will automatically renew for additional successive one year terms, unless either Party provides written notice of nonrenewal at least 30 days prior to the end of the then-current term (each a “Renewal Term”, and together with the Initial Term, the “Term”), or unless sooner terminated in accordance. If the Initial Term is less than one year, upon expiration of the Initial Term, this Agreement will automatically renew for additional successive terms equal to the Initial Term, unless either Party provides written notice of nonrenewal at least 30 days prior to the end of the then-current term (each a “Renewal Term”, and together with the Initial Term, the “Term”), or unless sooner terminated in accordance. Either Party may terminate this Agreement, effective immediately, upon written notice to the other Party, if such defaulting Party: (a) breaches this Agreement, and such breach is incapable of cure, or if a breach is capable of cure, the defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach or other mutually agreed upon period; (b) is alleged of fraud, or found to have been fraudulent, with regards to fulfilling its obligations under this Agreement; or (c) ceases, or threatens to cease, to carry on its business, is dissolved or liquidated, or makes any arrangement for the benefits of its creditors. Upon expiration or termination of this Agreement, the rights and licenses granted to Customer will immediately terminate, and Customer may request for Guidewheel to delete Customer Data, subject to Guidewheel’s data backup policies. Any terms which by their nature are intended to survive termination of the Agreement and the following sections shall survive termination of this Agreement: Sections 1, 3, 6, 7, 9, 11, 12, 13, 15, 16, 17, 18, 19, 20, and 21.
14. Additional Representations and Warranties. Each Party represents and warrants that it has the right and authority to enter into this Agreement, and each Party shall comply with any and all applicable laws, statutes and regulations applicable to its performance hereunder.
15. Limitation of Liability. Nothing in this Agreement and, in particular, within this “Limitation of Liability” clause, shall be interpreted or construed to limit or exclude liability that cannot be so limited or excluded under applicable law. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THIS AGREEMENT, IN NO EVENT WILL (A) GUIDEWHEEL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA OR LOST PROFITS ARISING FROM OR RELATING TO THE SOLUTION OR THE PRODUCTS, EVEN IF GUIDEWHEEL KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) GUIDEWHEEL’S TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, OR ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO GUIDEWHEEL FOR THE PRODUCT(S) AT ISSUE IN THE PRIOR 12 MONTHS OR IF NO FEES APPLY, $100.
16. Indemnification. To the fullest extent permitted by applicable law, Customer agrees to indemnify, defend, release and hold Guidewheel and its licensors and suppliers (collectively, the “Guidewheel Indemnified Parties”) harmless from and against all claims, actions, lawsuits and any other legal action brought by a third party against any of the Guidewheel Indemnified Parties and any and all related losses, damages, settlements, judgments and expenses (including attorney fees) incurred by the Guidewheel Indemnified Parties, arising out of or relating to (a) Customer’s use of the Products, (b) Customer’s own products, services or equipment, (c) Customer’s violation or breach of the Agreement, (c) and Equipment Data or other information, data or feedback provided by Customer, (d) Customer’s violation of any applicable laws or the rights of any third party. Guidewheel reserves the right to assume the exclusive defense and control of any matter for which Customer is required to indemnify the Guidewheel Indemnified Parties, and Customer agrees to cooperate with Guidewheel defense of such claims. Customer agrees not to settle any such claim without Guidewheel’s prior written consent.
17. Force Majeure. Neither Party shall be liable to the other Party, nor be deemed to have breached this Agreement, for any loss suffered by the other Party or failure or delay in performing any term of this Agreement due to circumstances beyond the reasonable control of such Party.
18. Governing Law, Dispute Resolution and Arbitration. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of California without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to this Agreement or Customer use of the Products will be the state and federal courts located in San Francisco County, California, United States, and both Parties consent to the jurisdiction of such courts with respect to any such actions. Any dispute arising in connection with this Agreement will, in the first instance, be escalated to the authorized representatives of each Party for discussion and potential resolution within seven days of the date of escalation. In the event the authorized representatives of each Party fail to resolve the dispute, then the dispute or difference will be referred to arbitration. Arbitration will be conducted in California by a single arbitrator appointed by the Parties, and if no such agreement is reached, a neutral third-party arbitrator will be selected and the fees for the arbitrator will be borne equally by the parties or be submitted to the arbitrator to determine as part of the dispute.
19. Severability. If any term or provision of this Agreement is declared by a competent authority to be invalid or unenforceable, such invalidity or unenforceability will not affect any other term or provision of this Agreement, and the remaining provisions will remain in full force and effect.
20. Relationship of the Parties. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
21. Contact Information. If you have any questions about these Terms, please contact Guidewheel at info@guidewheel.com or by mail at 548 Market St, Unit 38481, San Francisco, California 94104-5401 US