Terms of Use – PB&J

The Proposal Brainstorming and Jumpstart service (the “PB&J”) is operated by Rutherford Soddy, LLC, a Virginia limited liability company (“RSL”). This Terms of Use (the “Agreement”) states the terms and conditions under which you may use and access PB&J. By using PB&J, you (“Client” or “you” or “your”) agree to be bound by this Agreement. If you wish to access or use or browse PB&J, please read this Agreement carefully. If you object to anything in this Agreement or any other policy referred to in this Agreement, you should discontinue use of PB&J immediately.

ACCEPTANCE OF TERMS OF USE AGREEMENT

a. Acceptance. This Agreement sets out the legally binding terms of your use of PB&J and/or RSL’s related services. This Agreement may include other RSL policies referenced herein and any notices regarding PB&J. By accessing PB&J or executing a service order (“Service Order”) and/or clicking the “Continue to Payment” button, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein. 

b. Modification. This Agreement and any other policies referenced by this Agreement may be modified by RSL at its sole discretion from time to time. Such modifications shall be effective upon posting on RSL’s website, and your use of PB&J after such posting will constitute acceptance by you of such changes. Please consult this Agreement and the referenced policies regularly. This Agreement was last updated on September 1, 2023.

c. Access and Retention. A link to this Agreement will be found on the RSL homepage (currently located at https://pbandj.rutherfordsoddy.ai/terms) In order to access and retain this electronic Agreement, you must have access to the internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all software and equipment necessary to make such connection to the internet. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.

1. License. Subject to the terms and conditions of this Agreement, RSL hereby grants to Client a limited, non-exclusive, non-transferable license (unless otherwise indicated in the Service Order) to access and use PB&J in order to receive research reports. Client may use and distribute any research report generated by PB&J within Client’s organization. The applicable associated Charges for each research report will be $975 USD, unless otherwise set forth in a Service Order. By agreeing to grant such license, RSL does not obligate itself to maintain PB&J in its present form. RSL may upgrade, modify, change or enhance PB&J in its sole discretion.  

2. Reverse Engineering Prohibited/License Restrictions. PB&J is intended solely for the internal business use of the Client. Client may use and distribute any research report generated by PB&J within Client’s organization. RSL reserves all rights not expressly granted to Client. Client will not copy, export, transmit electronically, download electronically or in hard copy, post to a database or to the Internet, or otherwise reproduce in any fashion any portion of PB&J, or its underlying content, software, tools, reports or databases or any substantial portion thereof, except as expressly authorized in this Agreement. You may not, under any circumstances, reverse engineer, reverse assemble, decompile, disassemble, hack, port, or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of PB&J or use inputs or output (i.e. reports) to develop models that compete with PB&J. Except as expressly authorized in this Agreement, Client shall not: (a) use, copy, reproduce, export, merge or transfer copies of PB&J; (b) rent, lease, sublicense, distribute, transfer, copy, modify or timeshare PB&J or any of Client’s rights under this Agreement; or (c) use PB&J or any part of it after any expiration, termination, or cancellation of this Agreement or the license granted by this Agreement. You agree to prevent any unauthorized copying of PB&J and its content, as applicable. As a condition of your use of PB&J, you warrant to RSL that you will not use PB&J, as applicable, for any purpose that is unlawful or prohibited by this Agreement. You may not use PB&J in any manner which could damage, disable, overburden, or impair PB&J or interfere with any other party’s use and enjoyment of PB&J, as applicable.  You may not use malicious or false inputs to elicit prompts in order to analyze or reverse engineer PB&J.

3. Charges/Payment Methods. RSL charges fees for its PB&J which shall be set forth in one or more Service Orders (“Charges”). Client agrees to pay the corresponding Charges. RSL reserves the right to change the Charges with respect to a renewal term. Unless otherwise expressly stated, all Charges are stated in United States dollars. 

RSL utilizes a third party processor Stripe (https://stripe.com/), to handle credit card and payment transactions. RSL is not responsible for such transactions. Therefore the burden of PCI Compliance rests solely on Stripe.

4. No Advice/Reports/Assumption of Risk. Artificial intelligence and machine learning are rapidly evolving fields of study and you should evaluate the accuracy of any report as appropriate for your use case, including by using human review of the report. The information provided on or obtained from PB&J, including the reports, tools and databases, is for reference use only and does not constitute the rendering of financial, legal or other professional advice or recommendations by RSL. The reports are intended solely for use as a means to generate ideas, and are not intended to be used as final solutions. Use of such information is not a substitute for professional recommendations. To the extent you access and use PB&J, including the reports, tools and databases, RSL does not represent or endorse the accuracy or reliability of any opinion, statement or any other information displayed or distributed through such tools, database or any resulting report. RSL has not audited or attempted to confirm this information for accuracy or completeness, and is not responsible for any errors.  

Federal and state laws may govern use of PB&J. Client hereby agrees to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with use of PB&J, as applicable. Client acknowledges that RSL merely provides PB&J, and that the responsibility to use PB&J in a lawful manner lies solely with Client.

5. Third Party Services. Any third party software, services, or other products you use in connection with PB&J are subject to their own terms, and RSL is not responsible for third party products. 

6. Intellectual Property Ownership/Confidentiality. RSL owns and retains all right, title and interest in and to the following (collectively, “RSL Property”): (i) PB&J and its tools, software, database(s), technology, content, documentation, and information provided by RSL in connection with PB&J (excluding the third party databases and Client Data as defined below); (ii) all ideas, know-how, and techniques that may be developed, conceived, or invented by RSL during its performance under this Agreement; (iii) the mark “PB&J” and other Website graphics, logos, page headers, button icons, scripts, and service names; and (v) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (i), (ii) and (iii) above. Except as otherwise expressly authorized herein or by RSL in writing, the non-exclusive license set forth in this Agreement is the entirety of Client’s rights in connection with the RSL Property. This Agreement is not a sale of RSL Property or any portion, copy or derivative work thereof. Accordingly, all rights in the RSL Property are hereby expressly reserved. RSL shall be entitled to use, license, sell, assign, transfer, and/or otherwise provide rights relating to the RSL Property to any third party for any purpose free from any claim of Client. PB&J is protected by U.S. copyright laws and international treaty, and the unauthorized reproduction or distribution thereof is subject to civil and criminal penalties. Except as otherwise expressly authorized herein or by RSL in writing, Client shall not directly or indirectly (and shall not permit any unauthorized party to) do any of the following: (i) access, use, sell, distribute, sublicense, sublease, broadcast, or commercially exploit any RSL Property or any rights under this Agreement, including without limitation any access or use of any RSL Property on a service bureau basis or for any Client processing services beyond the scope specified in this Agreement (such as any unauthorized parties on a rental or sharing basis); (ii) copy, modify, or prepare derivative works based on RSL Property; (iii) reverse engineer, decompile, disassemble, or attempt to derive source code from any RSL Property; (iv) remove, obscure, or alter any intellectual property right or confidentiality notices, copyright notices or legends appearing in or on any aspect of any RSL Property; (v) cause any confusion with RSL’s brand or identity; or (vi) interfere, in any manner, with RSL’s delivery of PB&J.

RSL will not share a research report that is generated for you with another RSL customer. However, due to the nature of machine learning, reports and other outputs generated from PB&J may not be unique across users and PB&J may generate the same or similar output for a third party.

You may be given access to Confidential Information of RSL, its affiliates and other third parties. You may use Confidential Information only as needed to use PB&J as permitted under this Agreement. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that  RSL or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including PB&J interfaces, functionality, reports, and specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. 

7. Client Data/Security. Subject to the terms of this Agreement, Client hereby grants to RSL a royalty-free, non-exclusive, non-transferable right and license to use, copy, transfer, store, and display the Client Data for the purpose of enabling RSL to provide PB&J and the underlying software tools under this Agreement. Client shall retain sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all Client Data, and any potential security breaches related to such Client Data. “Client Data” means the data and information entered by Client into PB&J.  You should not upload to PB&J or otherwise provide RSL with any proprietary, classified or confidential information.  If you use PB&J to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law.

You must implement reasonable and appropriate measures designed to help secure your access to and use of PB&J. If you discover any vulnerabilities or breaches related to your use of PB&J, you must promptly contact RSL and provide details of the vulnerability or breach.

8. Termination/Cancellation/Auto-Renewal. Your rights granted pursuant to Section 1 of this Agreement shall automatically terminate (i) upon receipt of the pre-paid report, or (ii) in the event Client breaches any provision of this Agreement. Client may terminate or cancel the license granted by discontinuing use of PB&J, as applicable, and providing written notice to RSL. All Charges are non-refundable and non-cancellable, even if termination occurs prior to the expiration of the Term. If RSL receives an authorized cancellation notice from you, you will be obligated to pay any outstanding dues owed to RSL at such time. You agree that RSL may, in its sole discretion, terminate or suspend your access to all or part of PB&J with or without notice and for any suspected breach of this Agreement or any suspected fraudulent, abusive or illegal activity. Upon the expiration or termination of this Agreement for any reason, Client shall immediately cease all use of PB&J, and RSL may immediately deactivate or delete Client’s account and all related information and files and/or bar any further access to such files and/or PB&J. RSL will not be liable to Client or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by RSL in connection with such termination or suspension.

9. Limited Warranty. RSL represents and warrants as follows: (i) it has the full power, capacity and authority to enter into and perform this Agreement and to make the grant of rights contained herein, including without limitation, the right to license any ancillary or third party programs licensed to Client under this Agreement; (ii) there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement; and (iii) PB&J does not contain any known virus or similar code that may destroy, modify, alter, or cause the destruction, modification or alteration, in whole or in part, of any of Client’s equipment, devices, software, or data. As Client’s sole and exclusive remedy for breach of the foregoing warranty, RSL shall either correct the nonconformity or refund the applicable Charges paid for the applicable PB&J. The warranty provided in this Section is solely for Client’s benefit and Client shall have no authority to extend the warranty to any third party. RSL shall not be liable for failures caused by third party hardware, Client Data, misuse of PB&J, or Client’s gross negligence or willful misconduct.

10. WARRANTY DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 9 (LIMITED WARRANTY), PB&J, AS WELL AS ANY REPORTS  OR OUTPUTS GENERATED BY PB&J, ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. RSL SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND (EXPRESS OR IMPLIED, ORAL OR WRITTEN) INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, QUALITY OF INFORMATION, TITLE/NON-INFRINGEMENT, AND THOSE ALLEGED TO ARISE BY A CUSTOM OR USAGE IN A TRADE, OR BY COURSE OF DEALING. RSL MAKES NO REPRESENTATION OR WARRANTY THAT PB&J, ANY REPORT GENERATED FROM PB&J OR ANY SERVICE ASSOCIATED WITH RSL IS FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF PB&J OR THE UNDERLYING TOOLS, WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN PB&J WILL BE CORRECTED. CLIENT EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF PB&J IS AT CLIENT’S SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RSL OR RSL’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES CONTAINED IN SECTION 9. RSL MAKES NO WARRANTY AS TO THE ADEQUACY OR CAPACITY OF ANY HARDWARE OR THIRD PARTY PB&J TO ATTAIN SOME OR ALL OF THE PERFORMANCE OBJECTIVES OF CLIENT. MANY FACTORS, INCLUDING BUT NOT LIMITED TO THE TYPE OF NETWORK, THE AMOUNT OF TOTAL NETWORK TRAFFIC, AND THE TYPE AND PATTERN OF USAGE OF PB&J ON THE NETWORK, WILL IMPACT THE PERFORMANCE OF PB&J.

11. LIMITATION OF LIABILITY. IN NO EVENT SHALL RSL OR ANY OF ITS OWNERS, MEMBERS, MANAGERS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, REPRESENTATIVES OR INDEPENDENT CONTRACTORS, BE LIABLE TO YOU OR ANY PARTY FOR ANY LOSS OR INJURIES TO EARNINGS, PROFITS, OR GOODWILL, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS INFORMATION OR DATA, OF ANY PERSON OR ENTITY WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF RSL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RSL HAS SET PRICES FOR PB&J BASED ON THE ALLOCATION OF RISKS SET OUT IN THIS AGREEMENT. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, RSL’S MAXIMUM LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO NINE HUNDRED AND SEVENTY-FIVE DOLLARS ($975), REGARDLESS OF WHETHER THE CLAIM OR ACTION IS BASED ON CONTRACT, TORT, WARRANTY, INDEMNIFICATION OR OTHERWISE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. YOU WILL BE RESPONSIBLE FOR ALL CLAIMS AND DAMAGES RESULTING FROM THE MISUSE OF PB&J BY CLIENT AND/OR AUTHORIZED END-USERS.

12. Indemnity. You agree to indemnify and hold RSL, its owners, members, managers, affiliates, subsidiaries, sponsors, advertisers, licensors, employees, agents, representatives and independent contractors, harmless from any loss, liability, damages, claim, actions, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of PB&J in violation of this Agreement and/or arising from any use of PB&J or any reports generated from such Use. Such indemnification obligation also applies to any issues related to security issues or data breaches in connection with Client Data. 

13. Support, Training, and Customizations. RSL shall have no support, training or customization obligations hereunder except as otherwise provided in a mutually agreed upon Service Order.

14. Service Availability. RSL will use commercially reasonable efforts to enable PB&J to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by RSL, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of PB&J contrary to RSL’s instructions, or modification or alteration of PB&J by any party other than RSL. If PB&J, as applicable, is in non-conformance with the foregoing undertaking, RSL will, at its expense, use reasonable commercial endeavors to correct such non-conformance promptly, or provide Client with an alternative means of accomplishing the desired performance.

15. Consent to Arbitration, Forum Selection and Choice of Law. By using PB&J, you expressly agree that if there is any dispute arising out of PB&J, or in the event of any action arising directly, indirectly, or otherwise in connection with, out of, related to or from this Agreement or any transaction covered hereby or otherwise arising in connection with the relationship between the parties, regardless of whether such action is brought under contract, tort, statute or otherwise, any such dispute shall be governed by the laws of the State of Virginia, without regard to its conflict of law provisions, and you expressly agree and consent to arbitration for the resolution of any such dispute. Such arbitration shall be decided by one arbitrator in a hearing held in Fairfax County, Virginia, pursuant to the Commercial Rules of the American Arbitration Association. Judgment on the award rendered by the Arbitrator may be entered by any court with jurisdiction. The aforementioned location of arbitration is intended by the parties to be mandatory and not permissive in nature.

16. Legal Fees. If any dispute arises between the Parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

17. Force Majeure. RSL shall not be liable for failing to perform its obligations hereunder because of circumstances reasonably beyond its control. Such circumstances shall include (without limitation) any acts or omissions of any government or governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, labor disputes, power failure, delays in transportation or deliveries of supplies or materials, acts of God, computer failure, hardware failure, telecommunications failure, software failure, cyber-attacks, cyber-hacks, cyber-crimes, or cyber-disruptions, failure of users to cooperate with the reasonable requests of RSL, breach of this Agreement by users, and any other events reasonably beyond the control of RSL (each a “Force Majeure Event”).

18. Entire Agreement. This Agreement contains the entire agreement (besides such information listed in the Service Order) between you and RSL regarding the use of PB&J. Any other policy statements as referenced herein (as modified by RSL from time to time) is incorporated herein by reference and made a part of this Agreement.

19. Assignment. You may not assign your rights and obligations under this Agreement to any third party, and any purported attempt to do so will be null and void. RSL may freely assign its rights and obligations under this Agreement.

20. Severability. If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.

21. Waiver. Any failure by RSL to enforce or exercise any provision of this Agreement or related rights will not constitute a waiver of that right or provision.

22. Captions. The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.

23. Privacy Policy. Please refer to our Privacy Policy set forth here https://pbandj.rutherfordsoddy.ai/privacy, which is incorporated by reference into this Agreement.

24. Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to the address in Section 25. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers. Written claims concerning copyright infringement must include the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

25. Notice. RSL may give notice by means of a general notice through RSL’s services or electronic mail to your email address on record in RSL’s account information. You may give notice to RSL (such notice shall be deemed given when received by RSL) at any time by any of the following: electronic mail to support@rutherfordsoddy.ai; or by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to RSL at the following address: Rutherford Soddy LLC, P.O. Box 935, Vienna, VA 22183. 

Please contact us with any questions regarding this Agreement.