Terms of Use
By accessing and using this website, you are agreeing to be bound by these Terms of Use (these “Terms”), which are between you (the “End User”) and Aeric, Inc. (“Signal49 Research”).
An End User who has purchased a subscription to Signal49 Research’s inFact subscription service is a “Subscriber”. A Subscriber’s subscription is governed by a subscription agreement between the Subscriber and Signal49 Research (a “Subscription Agreement”) and by each service ordered under it (each an “Order”). The fees, term, number of Authorized Users and other commercial terms of a subscription are those set out in the applicable Subscription Agreement and Order, as amended from time to time by agreement in writing (including by email). These Terms, the Signal49 Research Privacy Policy (which is incorporated into and forms part of these Terms), and each Subscription Agreement and Order in effect between the End User and Signal49 Research together form the agreement between them (the “Agreement”). If there is any conflict, a Subscription Agreement or Order prevails over these Terms only as to those commercial terms. If an individual accepts these Terms on behalf of an organization, the individual represents that they have authority to bind the organization, the organization is bound by these Terms, and “End User” includes both the organization and each individual who accesses the website or the Content under its subscription.
Sections 1 to 15 of these Terms apply to all End Users, including visitors to the website and Subscribers. Sections 16 to 24 apply only to Subscribers including their use of Signal49 Research’s artificial intelligence research assistant, Ask inFact.
The website provides data and other information including, without limitation, articles, reports, forecasts, dashboards and other publications (each a “Publication”), including all text, graphics, video, sound, images, icons, software and other materials (together the “Content”). Access to and use of the Content is subject to the terms and conditions set out below:
- Signal49 Research owns or has licensed all rights, including all copyright, to the Content. Except as expressly provided in these Terms, no right, title or interest in the Content is granted to the End User.
- The End User may use the Content only for its own internal business, research or educational purposes. A Subscriber may designate individuals from among its employees and independent contractors to access the website, the Content and Ask inFact under its subscription (its “Authorized Users”), each of whom must have their own Credentials. If Signal49 and the End User have agreed in writing (including by email) to limit the number of Authorized Users, the Subscriber shall have no more than that number at any one time. Content obtained by an Authorized User, including Ask inFact Responses, may be shared within the Subscriber’s organization, for the Subscriber’s internal business purposes, with its employees and with independent contractors while they are engaged by the Subscriber (together with its Authorized Users, its “Personnel”). Only Authorized Users may log in to the Subscriber’s account or access Ask inFact.
- Subject to Section 5, the End User may use the Content as an input to its own research, analysis and advice, including work it provides to its own clients, provided that any Content reproduced in that work complies with Section 6. The End User shall not sell, resell, license, lend, rent, distribute or otherwise make the Content available to any third party (other than a Subscriber’s Personnel), or incorporate the Content into any product or service that gives a third-party access to the Content itself or that could substitute for a subscription to Signal49 Research. A Subscriber is responsible for its Personnel’s compliance with these Terms and shall, on reasonable request, confirm its compliance to Signal49 Research.
- The End User and its Authorized Users shall hold their login or user IDs and passwords (“Credentials”) in confidence for their own personal use and shall not provide Credentials to anyone other than the individual to whom they were issued. The End User accepts responsibility, including liability for legal damages, to Signal49 Research for all use of their Credentials, both on their own account and by unauthorized users. The End User authorizes Signal49 Research to employ measures for the detection of unauthorized sharing of Credentials, in accordance with the Signal49 Research Privacy Policy.
- The End User and its Authorized Users shall not access the Content using artificial intelligence tools (“AIT”), including through AIT methods such as natural language processing, computer vision, web scraping, machine learning algorithms, or application programming interfaces, or any other AIT method that exploits the Content without the express permission of Signal49 Research. Without limiting the foregoing, the End User shall not, without the prior written permission of Signal49 Research, input or upload any Content into any AIT, or use any Content to train, fine-tune or otherwise develop any AIT. The End User accepts responsibility, including liability for legal damages, to Signal49 Research for all unauthorized use of and access to the Content by AIT through the End User’s account, Credentials or copies of the Content. The End User shall not access, download or copy the website (including any of its features) or the Content by automated means, including scripts, bots, crawlers or scrapers, and shall not compile all or a substantial part of the Content into any collection, database or archive. This does not restrict search engines from indexing the website in accordance with its robots.txt file.
- Signal49 Research grants the End User the right to access, view and read the Content for the End User’s internal business, research or educational purposes, so long as the Content is not used in any manner that is competitive with any product or service provided by Signal49 Research. Except as set out below, the End User shall not reproduce, distribute or communicate any part of the Content, whether within or outside the End User’s organization, including by copying, printing, downloading, republishing, displaying, translating or adapting it, in any medium. The End User may reproduce the Content within the End User’s organization for its internal business purposes, provided that all copyright and source notices are retained. The End User may also reproduce extracts of the Content in the End User’s own written analyses and in its reporting of results, conclusions and forecasts, provided that in no event may an End User reproduce more than (i) 400 words of text from a Publication; or (ii) two data tables or graphs from a Publication. Extracts must be reproduced accurately, and the source of any data or analysis must be acknowledged in each End User document or communication in which Content appears by providing the following source citation at the bottom of each analysis, table or graph: Source (or adapted from, if appropriate): Signal49 Research, name of product, reference date of product.
- The End User shall obtain written approval from Signal49 Research before publishing any amount of material from the Content in any medium that exceeds what is authorized under these Terms.
- If the End User breaches these Terms, Signal49 Research may immediately suspend or terminate the End User’s access to the website and the Content without notice and all rights granted to the Content shall immediately terminate, without prejudice to any other rights or remedies available to Signal49 Research. The End User’s obligations under these Terms, and Sections 9, 10, 13 and 17 to 24 survive any termination. A Subscriber whose access is terminated for breach of these Terms is not entitled to a refund of any fees.
- All Content is provided on an “as is” and “as available” basis, for general information purposes only, and does not constitute financial, investment, tax, legal or other professional advice. Signal49 Research makes no representation, warranty, condition or guarantee of any kind, whether express, implied, statutory or otherwise, regarding any Content, including as to its accuracy, completeness, currency, reliability, availability, security, or freedom from error or interruption. Forecasts, projections and estimates are inherently uncertain, and the Publications and other Content reflect information available as of their reference date and may not have been updated. The End User assumes all risk associated with the use of, and any reliance on, the Content. To the maximum extent permitted by applicable law, all representations, warranties, conditions and guarantees are hereby excluded and disclaimed, including any implied or statutory warranties or conditions of accuracy, completeness, merchantability, durability, quality, fitness for a particular purpose, title or non-infringement.
- To the maximum extent permitted by applicable law, in no event will Signal49 Research (or its affiliates, licensors, directors, officers, employees or agents) be liable for any damages whatsoever, whether direct, indirect, incidental, special, consequential, exemplary, punitive or aggravated, including any loss of profits, revenue, data, goodwill, business opportunity or anticipated savings, arising out of or in connection with these Terms, the website, or the use of, inability to use, or reliance on any Content, whether in an action of contract, negligence, strict liability or other tort, breach of statutory duty, infringement or otherwise, and even if Signal49 Research has been advised of the possibility of such damages. To the extent that liability cannot be excluded under applicable law, the aggregate liability of Signal49 Research arising out of or in connection with these Terms and the Content is limited to the greater of (i) the amounts paid by the End User to Signal49 Research in the twelve (12) months preceding the event giving rise to the claim, or (ii) CAD $100. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.
- Any indemnity obligation under the Agreement or applicable law is subject to the following procedure: the indemnified party will promptly notify the indemnifying party of the claim; the indemnifying party may assume and control the defence, provided that it does so promptly after receiving notice and conducts the defence in a manner that does not unduly prejudice the indemnified party’s rights or interests; the indemnified party may participate in the defence with its own counsel at its own expense; the indemnifying party will not settle the claim without the indemnified party’s consent, not to be unreasonably withheld or delayed; and if the indemnifying party fails to assume or diligently conduct the defence, the indemnified party may assume control of the defence at the indemnifying party’s expense.
- Signal49 Research may offer promotional codes from time to time. Each promotional code is valid for a limited time only and expires on the date specified in the promotion, applies only to the qualifying items specified in the promotion, is not valid on past purchases, and is subject to all other restrictions set out in the offer. A promotional code must be entered before the order is completed, only one promotional code may be used per order, and promotional codes may not be combined with other offers. Signal49 Research may change or cancel a promotion at any time and without notice.
- The Signal49 Research logo and the name “Signal49 Research” are trademarks (the “Trademarks”) owned by Signal49 Research. The End User may not use the Trademarks without the prior written consent of Signal49 Research.
- These Terms shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.
- Signal49 Research may amend these Terms from time to time by posting the amended Terms on the website. Continued use of the website or the Content after an amendment is posted constitutes acceptance of the amended Terms. Signal49 Research will notify Subscribers of any material amendment by email or through their account at least 30 days before it takes effect.
Ask inFact (Subscribers Only)
- Signal49 Research may make available an artificial intelligence research assistant (“Ask inFact”) that allows Subscribers to query the Content in natural language. Material submitted to Ask inFact by the End User is a “Prompt”, and material generated by Ask inFact in reply is a “Response”. Responses are derived from the Content and form part of the Content for the purposes of these Terms, and every restriction on the Content, including Sections 1, 2, 5 and 6, applies equally to Responses. Ask inFact is made available to Subscribers only, and Signal49 Research may modify, limit, suspend or discontinue it, in whole or in part, at any time and without notice or liability.
- As between Signal49 Research and the End User, Signal49 Research owns all right, title and interest in and to all Responses, including all intellectual property rights in them to the extent any subsist. The End User assigns to Signal49 Research all right, title and interest the End User may acquire in any Response and waives all moral rights in it. The End User retains ownership of its Prompts and grants Signal49 Research a non-exclusive, royalty-free, worldwide and perpetual licence to use, reproduce and process Prompts in order to operate, secure, support and improve Ask inFact and the Content. The End User’s only rights in a Response are the limited rights granted under Section 6. The End User acknowledges that Responses are generated by automated means, that Responses generated for other users may be similar or identical, and that Signal49 Research claims no rights in material generated for any other user.
- Without limiting Section 5, the End User shall not use Ask inFact, any Prompt or any Response to train, fine-tune or otherwise develop any artificial intelligence tool or model, including any model that competes with Ask inFact, with any product or service of Signal49 Research, or with any product or service of Signal49 Research’s suppliers. The End User shall not use Ask inFact to reproduce, reconstruct or compile all or a substantial part of any Publication or of the Content, whether in a single Response or through a series of Prompts.
- The End User represents and warrants that it has all rights necessary to submit each Prompt and that no Prompt will:
- infringe or misappropriate the rights of any person;
- contain personal information, confidential information, or information subject to an obligation of confidence owed to any third party;
- violate applicable law, or the acceptable use or usage policies of Signal49 Research’s artificial intelligence suppliers as made available to the End User from time to time; or
- attempt to circumvent any restriction, filter or safeguard in Ask inFact.
- The End User is solely responsible for every Prompt submitted through its account or Credentials and shall indemnify and hold harmless Signal49 Research against all claims, liabilities, damages, losses and costs (including reasonable legal fees) arising out of any such Prompt or any breach of Sections 19 to 21, including any claim by an individual to whom personal information contained in a Prompt relates and any investigation, proceeding, order or penalty of a privacy regulator or other governmental authority.
- If a Prompt contains personal information despite subsection 19(b), the End User represents and warrants that it has provided all notices and obtained all consents required under applicable privacy laws for Signal49 Research and its suppliers to collect, use, disclose, process and store that personal information as contemplated by these Terms and the Signal49 Privacy Policy, and the End User is accountable for having done so. Signal49 Research may delete, redact or refuse to process any Prompt that it considers may contain personal information, at any time, without notice and without liability.
- Responses are generated automatically by third-party artificial intelligence services from material retrieved from the Content. Responses are not reviewed, verified or approved by Signal49 Research or its researchers before they are displayed; they do not represent the opinion, research findings or official position of Signal49 Research; and they may be inaccurate, incomplete, misleading or out of date, may omit relevant material, and may combine material published at different times and on different assumptions. Without limiting Sections 9 and 10, Responses are provided on an “as is” basis and the End User assumes all risk of any reliance on a Response. The End User shall verify any Response against the underlying Publication before relying on it and shall not attribute any Response to Signal49 Research or represent any Response as the research, data or findings of Signal49 Research. Where the End User is permitted under Section 6 to reproduce material obtained through Ask inFact, the source citation must identify the underlying Publication and not Ask inFact.
- Signal49 Research may record, retain, monitor and review Prompts, Responses and related usage in order to operate and support Ask inFact, to detect and prevent misuse, infringement, unauthorized sharing of Credentials or breach of these Terms, to improve its products and services, and to comply with applicable law and with its obligations to its suppliers, in each case in accordance with the Signal49 Research Privacy Policy. Signal49 Research has no obligation to monitor any Prompt, Response or use of Ask inFact, and no obligation to warn, notify or advise the End User of any actual or suspected misuse, infringement or breach, whether by the End User or by any other person. Signal49 Research retains Prompts and Responses only for as long as is reasonably necessary for those purposes. Signal49 Research may impose usage limits on Ask inFact and may suspend or restrict access to it in accordance with Section 8.
- Ask inFact is delivered using third-party artificial intelligence and database services. Prompts, and material retrieved from the Content, are processed by those suppliers and may be processed and stored outside Canada. Signal49 Research is not responsible for the acts, omissions, availability or performance of those suppliers, and Sections 9 and 10 apply to Ask inFact and to every Response.
Ask inFact is provided and supported in English only. Questions submitted in other languages may not be processed accurately, and Signal49 does not guarantee the quality, accuracy or availability of responses in languages other than English.
