Terms of Service

1. Definitions

• "Authorized User" means an employee, contractor, or agent of the Client who is authorized by the Client to access and use the Service under the Client's account.
• "Client Data" means all electronic data or information submitted by the Client or its Authorized Users to the Service, excluding Bagels AI Content.
• "Bagels AI Content" means all information, data, text, software, and other materials that are provided as part of the Service, including any insights, analytics, and reports generated by the Service, but excluding Client Data.
• "Order Form" means the ordering documents for purchases hereunder, that are entered into between you and us from time to time. Order Forms shall be deemed incorporated herein by reference.

2. The Service

Bagels AI provides a workplace culture intelligence platform designed to foster meaningful professional connections and improve team engagement. The Service includes, but is not limited to, culture health analytics, AI-powered team member and mentor matching, and reporting dashboards. We reserve the right to modify, enhance, or discontinue features of the Service at any time, with notice to you if the change is material.

3. License Grant and Use of the Service

Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Service for your internal business purposes during the term specified in your Order Form.

4. Client and User Responsibilities

You are responsible for all activities conducted under your and your Authorized Users' accounts. You agree to:

• Ensure that all Authorized Users comply with these Terms.
• Maintain the confidentiality of all account credentials and be responsible for any and all actions taken using your accounts.
• Provide accurate, current, and complete information as may be required for use of the Service.
• Use the Service in compliance with all applicable laws and regulations.
• Notify us immediately of any unauthorized use of your account or any other breach of security.

5. Acceptable Use Policy

You and your Authorized Users shall not:

• Use the Service for any unlawful or fraudulent purpose.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service.
• Resell, sublicense, lease, or otherwise make the Service available to any third party.
• Use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
• Interfere with or disrupt the integrity or performance of the Service or its data.
• Attempt to gain unauthorized access to the Service or its related systems or networks.

6. Fees and Payment

You agree to pay all fees specified in the applicable Order Form. All fees are non-cancelable and non-refundable, except as expressly stated in these Terms. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases.

7. Intellectual Property Rights

Our IP: We own and retain all right, title, and interest in and to the Service, the Bagels AI Content, and all related intellectual property rights. This includes any and all aggregated, anonymized data and insights derived from the use of the Service. No rights are granted to you hereunder other than as expressly set forth herein.

Your Data: You own and retain all right, title, and interest in and to your Client Data. You grant us a worldwide, non-exclusive, royalty-free license to host, use, process, display, and transmit your Client Data as necessary for us to provide the Service in accordance with these Terms.

8. Confidentiality

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally 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. Your Confidential Information includes your Client Data; our Confidential Information includes the Service and its pricing. The Receiving Party will use the same degree of care that it uses to protect its own confidential information (but not less than reasonable care) to not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.

9. Data and Privacy

Our collection, use, and protection of personal information obtained through the Service is governed by our Privacy Policy, which is hereby incorporated by reference. You agree to the practices described therein and warrant that you have all necessary rights and consents to provide the Client Data to us for processing as contemplated by the Service.

10. Warranties and Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

You agree to defend, indemnify, and hold harmless Bagels AI, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your or your Authorized Users' use of and access to the Service; (ii) your violation of any term of these Terms; or (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right.

13. Term and Termination

These Terms commence on the date you first accept them and continue for the subscription term specified in your Order Form. We may terminate or suspend your account and access to the Service for your breach of these Terms, upon 30 days' written notice if the breach is curable and not cured within that period, or immediately if the breach is material and not curable. Upon termination, your right to use the Service will immediately cease, and we will make your Client Data available for export for a period of 30 days before deleting it.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of or related to these Terms or the Service shall be instituted exclusively in the federal or state courts located in Wilmington, Delaware.

15. General Provisions

Changes to Terms: We reserve the right to modify these Terms at any time. If we make material changes, we will provide you with notice through the Service or by email. Your continued use of the Service after such changes constitutes your acceptance of the new Terms.

Entire Agreement: These Terms, together with any Order Forms and our Privacy Policy, constitute the entire agreement between you and Bagels AI and supersede all prior agreements and understandings.

Severability: If any provision of these Terms is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

16. Contact Information

If you have any questions about these Terms of Service, please contact us at: