These HyperScan Service Beta Trial Service Terms and Conditions (“Service Terms”) are a binding contract between you or the entity you represent (“Participant”, “You” or “Your”) and Sigma Ratings, Inc. (“Sigma” or “us”) which govern your use of the beta trial HyperScan AI services along with any associated software applications and websites (altogether “Services” and interchangeably “Beta Services” as further defined below) offered by Sigma to voluntary test participants. Capitalized terms shall have the meaning set forth herein, and if not set forth herein, will have the meanings in your Sigma Data Subscription Agreement (if applicable) or any online terms posted by us. If there is a conflict between the Service Terms and you or your entity’s Sigma Data Subscription Agreement, the Service Terms will control and apply (not supplement).
IF YOU ARE ACCEPTING THESE SERVICE TERMS OR USING THESE SERVICE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL OR GOVERNMENT ENTITY, THE TERM “TEST PARTICIPANT” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATED ENTITIES, AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE SERVICE TERMS, YOU MAY NOT USE THE SERVICES. BY USING OUR SERVICES, YOU AGREE TO THESE TERMS.
- Beta Services. These Service Terms govern your use of Services that Sigma offers on an alpha, preview, early access, or beta basis (“Beta Services”). Beta Services are offered “as-is” to allow testing and evaluation and are excluded from any indemnification obligations Sigma may have to you. Sigma makes no representations or warranties for Beta Services, including any warranty that Beta Services will be generally available, uninterrupted or error-free, or that AI Participant Input or AI Output will be secure or not lost or damaged. Except to the extent prohibited by law, Sigma expressly disclaims all warranties for Beta Services, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. Sigma is initially offering these Services at no charge but reserves its rights to charge Fees for the Services; provided, however, that you and Sigma will enter into an order setting forth the Services and any such associated fees. “AI Participant Input” means information, data, text, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Participant into the Services. “AI Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services in response to an AI Participant Input.
- Use of AI Output. You are solely responsible for (i) evaluating (including by human review) AI Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the AI Output and (ii) your decisions, actions, and omissions in reliance or based on the AI Output.
- Licenses / Intellectual Property Ownership / Sigma IP / Feedback. Sigma hereby grants you a non- exclusive, royalty-free, revocable, domestic license to access the Services and reproduce, distribute, and otherwise use the AI Output solely for your internal business operations in accordance with these terms. In using these Services, Participant agrees and acknowledges that AI Participant Inputs will be processed by Sigma and subprocessors, and Participant hereby grants Sigma and subprocessors a license to use, transform or process AI Participant Inputs for the Services. We appreciate your feedback, and you agree that we may use your feedback without restriction or compensation to you. “Sigma IP” shall mean Sigma technology and know- how and derivatives thereof including AI Technology and AI Output (excluding AI Participant Input), and further includes any and all technology or intellectual property related to the Sigma Platform or Services that is conceived, developed, or reduced to practice in any form or medium, including software and other works of authorship, algorithms, workflows, user interfaces, designs, look-and-feel, data, databases, services and collections of data, inventions (whether or not patentable) or discoveries, process, know-how or techniques, trademarks or trade secrets. Participant acknowledges and agrees that, as between Participant and Sigma, Sigma owns all right, title, and interest, including all intellectual property rights, in and to the Sigma IP.
- Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in these Service Terms. You shall not at any time, directly or indirectly, and shall not permit any other user of any entity on whose behalf you accepted these Service Terms, or use these Services to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, or duplicate the Services, reproduce Sigma IP, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) access or use the Services (or any AI Output) to develop, train, or improve any other AI Technology including a competing or similar product or service; (v) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services or any AI Output; (vi) remove any proprietary notices from the Services; (vii) use the Services to create or generate AI Output, or use AI Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (viii) submit, enter, post, or otherwise transmit or process any Personal Information through the Services. “AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on your AI Participant Input or any other user-supplied prompts.
- Participant Responsibilities / Acceptable Use Policy / Sigma Policies. You are responsible for AI Participant Input, including ensuring that it does not violate any applicable law or these Service Terms. You represent and warrant that you have all rights, licenses and permissions needed to provide AI Participant Input to our Services. You may not use our Services (i) for unlawful, fraudulent, offensive, harmful, abusive, or obscene activity; (ii) to automatically or programmatically extract data; (iii) to represent that AI Output was human-generated when it was not, to interfere with or disrupt our Services, including any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services; (iv) to use AI Output to develop models that compete with the Services; or (v) as may be further described and set out in any set forth herein or otherwise posted by Sigma and hereby incorporated herein by reference (“Acceptable Use Policy”) as may be amended from time-to-time.
- Monitoring / Aggregated Statistics. Notwithstanding anything to the contrary in these Service Terms, Sigma may monitor Participant’s use of the Services and collect and compile data and information related to Participant’s use of the Services, which may be used by Sigma in an aggregated and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Sigma and Participant, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Sigma. You agree that Sigma may use and make publicly available Aggregated Statistics for any purpose to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Participant.
- Third-Party Products. The Services may permit access to Third-Party Products. For purposes of these Service Terms, these Third-Party Products may be subject to their own terms and conditions whether or not presented to you for acceptance. The Services may also include or incorporate Third-Party Products licensed or provided by third parties that require us to pass through additional terms to you. You shall comply with all such applicable terms as such terms may be updated, modified, or added from time to time. We may add or remove Third-Party Products from time to time. If you do not agree to abide by the applicable terms for any Third- Party Products, then you should not use the Services.
- Reservation of Rights. Sigma reserves all rights not expressly granted to Participant in these Service Terms. Except for the limited rights and licenses expressly granted under these Service Terms, nothing in these Service Terms grants, by implication, waiver, estoppel, or otherwise, to Participant or any third party, any intellectual property rights or other right, title, or interest in or to the Sigma IP or any Third Party Products.
- Termination / Suspension. You are free to stop using these Services at any time. We reserve the right to suspend or terminate your access (in whole or in part) to our Services or delete your account for any reason, including (i) your breach of these Services Terms or any Acceptable Use Policy; (ii) if we do so to comply with applicable law; (iii) Your use of the Services could cause risk or harm to Sigma, our users, or anyone else; (iv) there is a threat or attack on any of the Sigma IP; (v) You or any other user in your entity is using the Service or Sigma IP for fraudulent or illegal activities; or (vi) any vendor of Sigma has suspended or terminated Sigma’s access to or use of any third-party services or products use to provide the Services and/or to enable Participant to access and use the Services. Sigma will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Participant or any other user may incur as a result of suspension of Service.
- DISCLAIMERS. THE SERVICES AND AI OUTPUT ARE PROVIDED “AS IS” AND SIGMA SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SIGMA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SIGMA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY RESULTS OF THE USE THEREOF, INCLUDING ANY AI OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, AI OUTPUT (I) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER PARTICIPANTS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, AND (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES, AND (V) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, SIGMA’S AND THIRD-PARTY PROVIDERS’ VIEWS.
- Indemnification. Participant shall indemnify, hold harmless, and, at Sigma’s option, defend Sigma and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any claim (i) that the AI Participant Input or other Participant data (other than AI Output), or processing or any other use thereof in accordance with these Service Terms, infringes or misappropriates such third party’s intellectual property rights; (ii) based on Participant’s or any other users negligence or willful misconduct or use of the Services or use in a manner not authorized by these Service Terms or in violation of these Service Terms, Acceptable Use Policy or applicable laws; provided that in all cases Participant may not settle any Third-Party Claim against Sigma unless Sigma consents to such settlement, and further provided that Sigma will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
- Limitations on Liability. EXCEPT AS OTHERWISE PROHIBITED BY LAW, IN NO EVENT WILL SIGMA OR ANY OF ITS REPRESENTATIVES, SUBPROCESSORS, OR THIRD PARTY PROVIDERS BE LIABLE UNDER THESE SERVICE TERMS TO PARTICIPANT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL SIGMA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE HUNDRED US DOLLARS ($100.00). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE OTHER PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT WITHIN ONE (1) YEAR FROM THE LATER OF THE DATE ON WHICH THE EVENTS GIVING RISE TO THE CLAIM AROSE OR THE DATE ON WHICH THE PARTY BRINGING THE CLAIM FIRST BECAME AWARE OF THE EVENTS GIVING RISE TO THE CLAIM.
- Miscellaneous. These Service Terms supersede any and all discussions, understandings or agreements (oral or written) between the parties relating to the subject matter of these Service Terms. Sigma’s failure to enforce its rights under these Service Terms at any time for any period will not be construed as a waiver of such rights. If any provision of these Service Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Service Terms will otherwise remain in full force and effect and enforceable. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions. All claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of New York, NY. Any comments, feedback or notices to us may be sent to info@sigma360.com and notices must be both sent to the foregoing email and delivered to our corporate headquarters address available at sigma360.com/contact, either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without defect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
