Resolver Inc. Terms of Service

Version: 3.0 (archived versions)
Last updated: August 20, 2021

Please read these Resolver Inc. (“Resolver“) terms and conditions of use and service carefully. THESE TERMS OF SERVICE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS PAGE (THE “SITE”). ALWAYS CHECK THE “LAST UPDATED” DATE ABOVE.

These Terms of Service, which include Order Forms, schedules, exhibits, addenda and statements of work (“SOWs“) referred to or linked to or incorporated herein (the “Terms“), create an agreement between the company, organization, legal entity or legal person listed on the Order Form (“Customer“, “You” or “Your” and terms of similar meaning) and Resolver Inc. and its applicable affiliates (“Resolver“, “We“, “Our” or “Us” and terms of similar meaning) regarding Your access to and use of any Resolver software (“Software“) and receipt of consulting, training, professional and/or other services (collectively, “Services“). All users must agree to these Terms before using the Software and Services.

If You are an individual agreeing to these Terms, You agree that these Terms apply to You as an User; additionally, if You are agreeing to these Terms on behalf of a company, organization, other legal entity or legal person, You represent that You have the authority to bind that entity and its affiliates, and its and their respective employees, agents, delegates, representatives and any other individuals that have been authorized by You to access and use the Software and receive the Services (“Users“), to these Terms. If You do not agree with the Terms or if You do not have such authority, You must not accept an Order Form (as applicable) and Customer and Users will not be permitted to access, receive and use the Software and Services.

  1. Orders, Fees and Payments

    1. You may from time to time submit orders for Software and Services in an order form (an “Order Form“) and those terms and conditions are incorporated into these Terms by reference. An Order Form and these Terms will be deemed to be accepted by You by: (i) You signing the Order Form; or (ii) You (or an User) registering for an account to access or use the Software; or (iii) You (or an User) otherwise access or use the Software (the “Order Effective Date“).
    2. You will pay Us all fees as set out in an Order Form (the “Fees“). Fees for Software are payable regardless of Your actual usage of the Software.
    3. You will be responsible for all applicable taxes or other charges imposed by any governmental authority, relating to: (i) Us providing; or (ii) Your access, receipt and use of the Software and Services. If We are obligated to collect or pay taxes for which You are responsible, You will pay Us the appropriate amount unless You provide Us with a valid tax exemption certificate. We reserve the right to gross up the Fees for the Software and Services in an invoice if a withholding prevents Us from receiving the actual amount specified in an invoice.
    4. Any out-of-pocket expenses pre-approved by You and incurred by Us in compliance with Our Travel Policy (which can be found at https://www.resolver.com/legal (“Legal Page“) and which are incorporated herein by reference) while performing Services will be charged to and payable by You.
    5. As You will have access to and use of the Software as of the Order Effective Date, all invoices are due upon Your receipt of the invoice and payable within 30 days of Your receipt. In all instances, if You do not pay Us on time, We may, after notifying You and waiting for a reasonable period of time, suspend Your access to and use of Software and/or the receipt of Services for non-payment.
  2. Term and Termination

    1. These Terms begin to apply on the Order Effective Date and cease at the end of the initial subscription term set out in the Order Form (the “Initial Subscription Term“). At the end of the Subscription Term, these Terms will automatically renew for successive periods of 1 year each (each, a “Renewal Term“, and together with the Initial Subscription Term, the “Subscription Term“), on the Resolver Terms of Service in force on the renewal date and at the Fees set out in an invoice or other written notice from Us to You unless You notify Us in writing at least thirty (30) days before the end of the then-current Subscription Term of Your intention to terminate these Terms. Any such termination will be effective on the last day of the then-current Subscription Term and You will pay for the Software and Services until the end of the then-current Subscription Term, regardless of when You provided notice.
    2. In the event of a breach of these Terms by either party that remains uncured for 20 business days, the non-breaching party may immediately terminate these Terms.
    3. Upon termination of these Terms for any reason whatsoever, You will pay all Fees owing to Us and We will not refund any Fees that You may have already paid to Us.
    4. Upon Your written request made within 30 days after the termination of these Terms, so long as You have paid Us all outstanding Fees, We will: (i) deliver to You, as applicable, any Customer Data in Our possession or control; or (ii) make available to You for download a file of Customer Data in a generally available format, as determined by Us, acting reasonably. After such 30-day period, We will have no obligation to maintain or provide any Customer Data and We will, unless legally prohibited, delete or destroy all Customer Data in Our systems or otherwise in Our possession or under Our control. At Your written request, an officer of Resolver will certify the delivery of and/or deletion or destruction of Customer Data following termination.
    5. The following provisions will survive any termination or expiration of these Terms: Sections 2.c, 2.d, 2.e, 10, 13, 14, 15, 16, 17 and any other provisions necessary to their interpretation.
  3. Use of the Software

    1. As of the Order Effective Date, We grant You a limited, non-exclusive, non-transferable and non-assignable, worldwide right to access and use (and permit Users to access and use) the Software for Your internal business use during the Subscription Term and only as permitted by these Terms.
    2. Unless otherwise provided in these Terms, You will not: (i) resell, distribute, or use the Software on a timeshare, outsourced, or service bureau basis; (ii) provide access to the Software to a third party (other than to Users of Your legal affiliate or other agents acting on Your behalf); (iii) modify, reproduce, duplicate, deconstruct or reverse engineer the Software or create derivative works of the Software (unless Your Order Form so indicates; and in which case, the creation and use of such derivative works will be for Your sole benefit); (iv) use the Software to send: (1) unsolicited messages (e.g. “spam”); (2) infringing, obscene, threatening, libelous, or otherwise unlawful or tortious materials; (3) material containing malicious code; or (4) interfere with or disrupt the integrity or performance of the Software or the data contained therein.
    3. Any rights not explicitly granted in these Terms are strictly reserved by Us and You will not use the Software except in the manner as expressly granted herein. From time to time, We reserve the right to review Your usage of the Software to determine Your compliance with these Terms.
    4. For mobile use of the Software, You may need to download and install additional software from Us or a third party mobile “app” store or marketplace in which case these Terms also apply to such additional software and mobile “apps” (in addition to any other terms of such “app” store or marketplace). In the event of a conflict between or among the provisions of these Terms and the specific provisions of such additional software or mobile “apps”, the provisions of these Terms will take precedence.
    5. Your use of the Software is subject to limits and restrictions as more specifically set out in an Order Form (e.g. number of Users, storage space, bandwidth etc.).
    6. As agreed upon by You and Us, You may use content from third parties in the Software (“3rd Party Content“). You acknowledge and agree that any 3rd Party Content that We may make available for Your use does not constitute legal or other professional advice and that You should seek such advice to ensure Your compliance. Any opinions expressed through the 3rd Party Content are the opinions of the particular author and do not reflect Our opinions.
    7. If You use Our data warehouse service in our Software (the “Data Warehouse“), then:
      1. You acknowledge and agree that the authorization model used by the Software to grant You and Your Users access to such Software does not apply to the Data Warehouse and as such any User to whom You grant access to the Data Warehouse will have complete and unrestricted access to all of Your Customer Data. You are responsible for Your and Your Users’ access to and use of any and all Customer Data contained in the Data Warehouse.
      2. Your use of the Data Warehouse is subject to limits and restrictions as more specifically set out in the applicable Order Form (e.g. number of queries per hour, per User). If You exceed such limits or, if in Our opinion, Your Use of the Data Warehouse improperly restricts, inhibits, disrupts, degrades or impedes Our ability to deliver the Data Warehouse and the Software to others, then We may, without prior notice to You, temporarily disable Your and Your Users’ access to the Data Warehouse.
      3. You acknowledge and agree that We may, restrict Your access to, and/or aggregate certain historical records contained in the Data Warehouse based on the age of the relevant record(s) and other usage factors determined by Us, in our sole opinion. By way of example only, We may, after a period of time, aggregate all updates performed on a record within a day into a single entry within the Data Warehouse. Our aggregation will affect those records contained in the Data Warehouse but will not have an impact on the audit functionality contained in the Software (which will continue to retain all entries).
  4. Evaluation of the Software

    1. We may provide You with temporary access to the Software so that You can evaluate the Software in which case an Order Form may not be required for You to access and use the Software (the “Trial Access“). We may charge You Fees for the Trial Access.
    2. The Trial Access will be limited by time as communicated to You by Us (the “Evaluation Period“), unless terminated earlier in accordance with these Terms.
    3. During the Evaluation Period, You may only access and use the Software for Your internal test and evaluation purpose. We may immediately suspend or terminate Your access and use of the Software for any reason whatsoever.
    4. In exchange for the Trial Access, We may ask You to provide feedback to Us concerning the functionality and performance of the Software, including identifying potential errors and improvements (“Feedback“).
    5. Notwithstanding any other provision of this Agreement, for the purposes of any Trial Access by You and during the Evaluation Period, THE SOFTWARE IS PROVIDED “AS IS” FOR LIMITED TEST AND EVALUATION PURPOSES ONLY.
  5. Services

    1. We may provide You with Services as set out in an Order Form and a SOW (or a Change Order to a SOW). A SOW may be required for each project, and may specify, among other things, the purpose and scope of the project, the responsibilities of each party, assumptions, deliverable(s) (if any), applicable fees and payment terms and any other specific requirements. In some instances, We may not commence providing Services to You unless a SOW has been agreed to by You and Us.
    2. We may provide the Services remotely or, subject to Section 1.d, at a location of Your choosing.
    3. Either You or We may request additions, deletions or amendments to the Services in a SOW (“Change“). A Change must be requested in writing signed by an authorized representative of the party requesting the Change (“Change Request“). We will not have an obligation to perform, and You will not have an obligation to pay for, Services related to any Change unless You and We have agreed to the Change in writing. If You request a Change, We will evaluate the request and, whether You or We requested a Change, We will provide You with a written estimate of the cost, if any, of the requested Change and any additional terms and conditions related to such Changes. Upon Your approval of the cost estimate and any such additional terms and conditions, You and We will enter into a change order document amending the applicable SOW (a “Change Order“).
    4. In the event of a conflict between or among the provisions of these Terms and the specific provisions set forth in a SOW (including a Change Order), the provisions of such SOW will take precedence over these Terms only if such provisions specifically reference the provisions of these Terms that are in conflict or superseded.
  6. Our responsibilities

    1. We will, in compliance with applicable laws (including privacy and/or data protection laws):
      1. use commercially reasonable efforts to provide You (and Your Users) with access to and use of the Software in accordance with Our Availability Guarantee (as described in Our Support Program);
      2. perform the Services in a professional and workmanlike manner in accordance with applicable professional standards;
      3. provide You with Software maintenance and support as set out in Our support and maintenance program (“Support Program“, which can be found on the Legal Page);
      4. maintain a comprehensive information security program to ensure the confidentiality, integrity and availability of the Customer Data that You upload into the Software and protect such Customer Data from unauthorized use, access, modification, disclosure or destruction, in accordance with industry best practices and Our security policies (“Security Policies “, as described at https://www.resolver.com/trust(“Trust Page“)); and
      5. provide to You, at Your written request but no more than once every twelve (12) months during a Subscription Term, written reports regarding Our compliance with Our selected data security compliance programs (e.g. SOC II).
    2. We will not be responsible for any compromise, loss, delay, alteration, or interception of Customer Data during the transmission of any data whatsoever across the Internet or mobile telecommunications networks.
    3. If We provide You with 3rd Party Content, We will ensure that You have the proper rights to use such content.
    4. We will keep Our responses to industry-standard data security questions (available at our Trust Page) up-to-date during the Subscription Term. You acknowledge and agree that We will only assist You in completing any data security questionnaire after You have reviewed Our responses on Our Trust Page and that any additional requests for Us to complete any such questionnaire may be subject to a Fee payable by You to Us.
    5. Access to Our Software, Services, and Support Program may be restricted in limited jurisdictions that are subject to applicable export control and/or economic sanction laws and regulations (“Restricted Jurisdiction(s)”). These restrictions apply even when a User does not normally reside in a Restricted Jurisdiction and is only temporarily within such Restricted Jurisdiction for travel.
  7. Your responsibilities

    1. In exchange for Us providing You with access to and use of the Software and the Services, You will, in compliance with all applicable laws:
      1. be responsible for Users’ compliance with these Terms;
      2. if applicable, maintain commercially reasonable and appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Customer Data any time it is not in the Software;
      3. comply with applicable privacy and/or data protection laws in relation to the collection, use and disclosure of any personally identifiable information or personal data (“PII“) that may be included in the data You upload into the Software, including Customer Data;
      4. be responsible for the accuracy, quality, integrity and legality of any conte