Glass Media Company, LLC
THIS AGREEMENT CONTAINS IMPORTANT DISCLAIMERS, LIMITATIONS OF LIABILITY, AND RELEASE PROVISIONS. PLEASE READ CAREFULLY.
By executing a subscription agreement, or similar purchasing document that references these Terms, or by accessing or using the Glass platform in any capacity including trial, pilot, beta, proof of concept, or partnership access, you acknowledge and agree that you are bound by these Terms and Conditions and any applicable ordering document.
If you are entering into this Agreement on behalf of a business or other legal entity, you represent and warrant that you have full authority to bind that entity. In that case, references to Client refer to that entity.
Agreement means these Terms and Conditions together with any applicable Order.
"Glass" means Glass Media Company, LLC, together with its affiliates.
Client means the individual or legal entity that enters into an Order with Glass or accesses the Services.
Order means a mutually agreed ordering document that incorporates this Agreement by reference.
Services means the software platform, tools, features, educational content, and related services provided by Glass as described in an Order.
Authorized Users means individuals approved by Client to access the Services on Client's behalf.
Confidential Information means non-public information disclosed by one party to the other that a reasonable person would consider confidential.
Client Data means information or materials submitted to the Services by or on behalf of Client.
Output means any materials, analyses, summaries, recommendations, or other results generated by the Services based on Client Data.
If there is a conflict between these Terms and an Order, these Terms control unless the Order specifically identifies the provision being modified and is signed by authorized representatives of both parties. Any such modification applies only to that Order.
Client agrees to pay all fees specified in the applicable Order according to the payment terms stated therein. Fees are due without offset or deduction and are exclusive of applicable taxes, which Client is responsible for except for taxes based on Glass income.
Unless otherwise stated, all fees are non-refundable once access to the Services has commenced.
Glass may adjust pricing or service features upon renewal or as permitted in an Order. Glass retains full discretion over the operation, configuration, and evolution of the Services.
The Agreement begins on the effective date stated in the Order and continues for the initial term specified. It automatically renews for successive terms unless properly terminated.
Glass may suspend or terminate access if it reasonably believes the Services are being used in violation of this Agreement, applicable law, or security requirements, or if required by legal process.
Client may terminate at anytime for any reason.
Upon termination, all outstanding fees become immediately due and Client access rights cease.
Subject to compliance with this Agreement, Glass grants Client a limited, non-exclusive, non-transferable right to access and use the Services during the term solely for Client's internal business and educational purposes.
The Services and all underlying technology, models, workflows, interfaces, documentation, and content are owned by Glass or its licensors. No ownership rights are transferred.
Client may not resell, sublicense, reverse engineer, extract models, or make the Services available to third parties except as expressly permitted.
The Services are provided solely for informational and educational purposes. Glass does not provide legal advice, business affairs advice, financial advice, or professional services of any kind.
Any Output generated by the Services is not a substitute for advice from a qualified professional. Client is solely responsible for reviewing, validating, and determining the appropriateness of any Output before use.
Glass makes no representations regarding the accuracy, completeness, legality, or suitability of any Output for any specific purpose.
Client acknowledges that the Services may rely on machine learning and probabilistic systems. As a result, Output may be incomplete, inaccurate, outdated, or inconsistent.
Similar or identical Output may be generated for other clients or third parties. Client has no exclusive rights to any Output.
Client assumes all risk associated with the use, interpretation, and reliance on Output.
Client retains responsibility for all Client Data submitted to the Services and represents that it has all necessary rights to provide such data.
Client agrees not to upload regulated or highly sensitive information including medical data, government classified data, or export controlled information.
Glass may use Client Data and Output in anonymized and aggregated form to operate, improve, and enhance the Services.
Each party agrees to protect the other party's Confidential Information using reasonable safeguards and to use such information solely for purposes of this Agreement.
Confidentiality obligations survive termination of the Agreement as permitted by law.
THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE.
GLASS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND ERROR-FREE OPERATION.
GLASS DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL MEET CLIENT REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GLASS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL.
GLASS TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO GLASS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Client agrees to indemnify and hold harmless Glass from claims arising from Client's use of the Services, violation of this Agreement, or misuse of Output.
The parties are independent contractors. Nothing in this Agreement creates any partnership, agency, fiduciary, or employment relationship.
This Agreement is governed by the laws of the State of Montana, without regard to conflict of law principles. Any dispute shall be resolved exclusively in the state or federal courts located in Montana.
Client waives the right to participate in class or representative actions.
Except as expressly provided below, any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, the Output, or the relationship between Client and Glass, including any question regarding the existence, validity, interpretation, breach, or termination of this Agreement, shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
The arbitration shall be conducted in Harris County, Texas, unless the parties agree otherwise in writing. The arbitration shall be conducted before a single arbitrator. The arbitrator shall have authority to award any relief permitted by applicable law and consistent with this Agreement, but may not award relief on a class, collective, or representative basis.
Any claim must be brought within two years after the events giving rise to the claim first occur, unless a longer period is required by applicable law.
Client and Glass agree that any dispute will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, representative, or private attorney general proceeding. The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of representative proceeding.
Notwithstanding the foregoing, either party may seek temporary or permanent injunctive relief in a court of competent jurisdiction to prevent or stop unauthorized access to the Services, misuse of the Services, breach of confidentiality, or infringement or misappropriation of intellectual property rights. Such request for injunctive relief shall not be deemed a waiver of the obligation to arbitrate all other claims.
The arbitrator shall allocate arbitration fees and costs in accordance with the applicable arbitration rules and as permitted by law, provided that Glass will not seek to recover its arbitration administration fees from Client unless the arbitrator determines the claim was frivolous or brought for an improper purpose.
If Client is an individual and not a business entity, Client may opt out of this arbitration agreement by sending written notice to Glass within thirty days of first accepting this Agreement. The opt out notice must include Client name, email address, and a clear statement of intent to opt out of arbitration. If Client opts out, the class action waiver and the exclusive venue provisions will apply to the extent permitted by law.
This Agreement constitutes the entire agreement between the parties regarding the Services.
If any provision is found unenforceable, the remaining provisions remain in effect.
Failure to enforce any provision does not constitute a waiver.