Terms of Service

This Terms of Service ("Agreement") is a binding agreement between [COMPANY NAME], a [State] [limited liability company / corporation] ("Company," "we," "us," or "our"), and the individual or entity that accesses or uses the Software or engages the Consulting Services ("Client," "you," or "your"). By accessing or using the Software, by signing an order form or statement of work that references this Agreement, or by otherwise engaging the Company's services, you agree to be bound by this Agreement. If you do not agree, do not access the Software or engage the services.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Client" refers to that entity.

(a) "Software" means the consumer packaged goods (CPG) modeling software, including all models, algorithms, analytics, outputs, forecasts, dashboards, updates, and related documentation made available by the Company.

(b) "Consulting Services" means any advisory, analytical, strategic, or consulting services provided by the Company, including recommendations, reports, presentations, and deliverables.

(c) "Outputs" means any results, forecasts, projections, models, analyses, recommendations, or other content generated by the Software or provided through the Consulting Services.

(d) "Client Data" means data, information, or materials that Client provides to or uploads into the Software or shares with the Company in connection with the Consulting Services.

Subject to Client's continued compliance with this Agreement and payment of all applicable fees, the Company grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Software for Client's internal business purposes during the term. All rights not expressly granted are reserved by the Company. The scope, deliverables, and fees for any Consulting Services will be described in a separate order form or statement of work, which is incorporated into this Agreement.

Client acknowledges and agrees that CPG modeling, forecasting, and business consulting are inherently uncertain and depend on numerous factors outside the Company's knowledge or control, including market conditions, consumer behavior, competitor activity, the accuracy and completeness of Client Data, and Client's own execution.

(a) All Outputs are provided as informational tools, estimates, and recommendations only. They are not guarantees, warranties, or assurances of any particular result, outcome, revenue, profit, cost saving, or business performance.

(b) The Company does not guarantee the accuracy, completeness, reliability, or fitness of any Output for any particular purpose.

(c) Client retains sole and exclusive authority and responsibility for all business decisions. Any action Client takes based on the Outputs or Consulting Services is taken at Client's own discretion and risk. The Company does not control, direct, or make Client's business decisions.

(d) Client is responsible for independently evaluating, verifying, and validating all Outputs before relying on them, and for obtaining independent professional advice (legal, financial, tax, accounting, or otherwise) where appropriate.

The quality of any Output depends directly on the quality of the information Client provides. Client is solely responsible for the accuracy, completeness, legality, and timeliness of all Client Data. The Company is entitled to rely on Client Data as provided and has no obligation to independently verify it. The Company shall have no liability for Outputs that are inaccurate, incomplete, or unsuitable as a result of inaccurate, incomplete, outdated, or unlawful Client Data.

Client is responsible for maintaining its own independent backups of all Client Data and any Outputs it wishes to retain, and for maintaining appropriate insurance for its business operations.

THE SOFTWARE, THE CONSULTING SERVICES, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OUTPUT WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CLIENT. IN SUCH CASES, THE COMPANY'S WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT SHALL THE COMPANY, ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, THE CONSULTING SERVICES, OR ANY OUTPUTS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, THE CONSULTING SERVICES, OR ANY OUTPUTS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO THE COMPANY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT THE FEES CHARGED BY THE COMPANY REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT, THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN, AND THAT THE COMPANY WOULD NOT PROVIDE THE SOFTWARE OR SERVICES WITHOUT THEM.

(d) NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. WHERE APPLICABLE LAW LIMITS THE ENFORCEABILITY OF ANY EXCLUSION OR LIMITATION ABOVE, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THAT LAW.

Client shall defend, indemnify, and hold harmless the Company and its members, managers, officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use of the Software, Consulting Services, or any Outputs; (b) any business decision, action, or omission by Client, whether or not based on any Output; (c) Client Data, including its accuracy, legality, or Client's right to provide it; and (d) Client's breach of this Agreement or violation of applicable law.

The Company will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data. However, no system is completely secure, and the Company does not guarantee that Client Data will be free from loss, corruption, unauthorized access, or breach.

(a) Client is solely responsible for maintaining independent backups of Client Data and any Outputs. The Company's obligations with respect to data preservation are limited to maintaining commercially reasonable backup practices, and the Company shall not be liable for any loss, corruption, or destruction of data beyond that standard.

(b) To the extent the Company is responsible for a data security incident, its liability is subject to the limitations in Section 7, except to the extent such limitation is prohibited by applicable law.

(c) Client is responsible for complying with all laws applicable to Client Data, including any privacy, data protection, and breach-notification laws, and for ensuring it has the right to provide Client Data to the Company.

Each party may receive confidential information of the other. Each party agrees to use the other's confidential information only as necessary to perform under this Agreement and to protect it using at least the same degree of care it uses for its own confidential information of like kind, and no less than a reasonable degree of care. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, is independently developed, or is required to be disclosed by law (with notice where permitted).

The Company retains all right, title, and interest in and to the Software, its models and algorithms, and all related intellectual property. Except for the limited rights expressly granted to Client in deliverables specified in an applicable statement of work, no ownership or license is transferred to Client. Client retains ownership of Client Data. Client grants the Company a license to use Client Data as necessary to provide the Software and Consulting Services and, in de-identified and aggregated form that does not identify Client, to improve the Company's products and services.

Client shall pay all fees as set forth in the applicable order form or statement of work. Unless otherwise stated, fees are non-refundable, due within the stated payment terms, and exclusive of taxes. Late amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. The Company may suspend access for non-payment.

This Agreement begins on the Effective Date and continues until terminated. Either party may terminate for material breach that remains uncured 30 days after written notice. Upon termination, Client's license ends and Client shall cease using the Software and Outputs, subject to any usage rights expressly granted in a statement of work. Sections that by their nature should survive termination (including Sections 4, 6, 7, 8, 9, 10, 11, and 14) survive.

This Agreement is governed by the laws of the State of [State], without regard to its conflict-of-laws rules. The parties shall first attempt to resolve any dispute through good-faith negotiation. Any dispute not resolved shall be resolved [by binding arbitration administered by [arbitration body] under its applicable rules, seated in [County, State] / exclusively in the state or federal courts located in [County, State]], and each party consents to that jurisdiction and venue.

(a) To the maximum extent permitted by law, any claim must be brought within one (1) year after the event giving rise to it, or it is permanently barred.

(b) To the maximum extent permitted by law, disputes shall be resolved on an individual basis, and Client waives any right to participate in a class or representative action.

(a) Entire Agreement. This Agreement, together with any order forms or statements of work, is the entire agreement between the parties and supersedes all prior understandings.

(b) Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect.

(c) No Waiver. Failure to enforce any provision is not a waiver of it.

(d) Assignment. Client may not assign this Agreement without the Company's prior written consent. The Company may assign it in connection with a merger, acquisition, or sale of assets.

(e) Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

(f) Independent Contractors. The parties are independent contractors; nothing creates a partnership, joint venture, agency, or fiduciary relationship.

(g) Notices. Notices must be in writing and sent to the addresses on the applicable order form or as otherwise designated.

(h) Amendments. The Company may update this Agreement prospectively by posting a revised version or providing notice; continued use after the effective date of changes constitutes acceptance.