Website Terms of Use

Last Updated: May 16, 2023

These Website Terms of Use (this “Terms of Use”) sets forth a legally binding agreement between Fideo Intelligence, Inc. (“Fideo,” “us,” “we,” or “our”) and you, or if you represent an entity or other organization, that entity or organization (in either case, “you” or “your”). Fideo operates a number of websites, including www.fideo.ai (each a “Site”). Though the Site you have the ability to access information, data, and content (“Content”), on a variety of topics, as well as additional services, functionality, and resources described on the Site (“Services”).

PLEASE CAREFULLY READ THIS TERMS OF USE. BY ACCESSING OR USING THE SITE, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS TERMS OF USE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THESE TERMS OF USE, FIDEO IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE SITE, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE SITE, CONTENT, OR SITE SERVICES. IF YOU ACCESS OR USE THE SITE, CONTENT, OR SITE SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THESE TERMS OF USE AND AGREE TO BE BOUND BY THESE TERMS OF USE.

1. GENERAL

1.1 Definitions. Terms used in these Terms of Use have the definitions given in this Terms of Use or, if not defined in this Terms of Use, have their plain English meaning as commonly interpreted in the United States.

1.2 Term. These Terms of Use are entered into as of the earlier of the date you first accessed the Site, Content, or Services and will continue until terminated as set forth herein.

1.3 Modifications. Fideo reserves the right, at any time, to modify the Site, Content, or Services, with or without notice to you, by making those modifications available on the Site. Fideo also reserves the right, at any time, to modify these Terms of Use. Fideo will inform you of the presence of any changes to these Terms of Use by posting those changes on the Site or by providing you with notice through the Site. Any modifications will be effective immediately upon posting on the Site or delivery of such notice through the Site. You may terminate these Terms of Use as set forth below if you object to any such modifications. However, you will be deemed to have agreed to any and all modifications through your continued use of the Site, Content, or Services following such notice period.

2. ELIGIBILITY AND NOTICE. The Site, Content, and Services are intended solely for persons who are 18 years of age or older. If you are under the age of 18, or such higher age as may be required in your country to form a binding contract, you represent that your parent or legal guardian has reviewed and agreed to the terms of these Terms of Use on your behalf. By using the Site, Content, or Services you represent and warrant that you are of legal age to form a binding contract, typically 18 years of age or older, or a parent or legal guardian has read and agreed to these Terms of Use on your behalf. If you do not meet this requirement, you must not access or use the Site, Content, or Services.

3. ACCOUNTS.

3.1 Account Access. You are permitted to access certain Content or Services without establishing a user account on the Site (a “Account”), provided that you have agreed to these Terms of Use. However, access to certain Content and Services requires that you request to establish an Account on the Site. Approval of your request to establish an Account will be at our sole discretion. Each Account and the user email and password used for each Account (the “Account ID”) is personal in nature. Each Account is for your personal use and each Account ID may be used only by you alone (or by your child over 13 but under 18 through your Account under your direct supervision). You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID. You agree that you are solely responsible for all use of the Site through your Account. You will ensure the security and confidentiality of your Account ID and will notify us immediately if your Account ID is lost, stolen, hacked, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of your Account or under your Account ID (whether lawful or unlawful) and any transactions completed through your Account or under your Account ID will be deemed to have been lawfully completed by you.

3.2 Account Registration. In connection with establishing your Account, you will be asked to submit certain information about yourself, including, without limitation, your name, contact information, and email address (“Registration Information”). You agree that: (a) all Registration Information you provide will be accurate, complete, and current; and (b) you will maintain and promptly update your Registration Information to keep it accurate, complete, and current. You may not: (i) use or input Registration Information of another person with the intent to impersonate that person; and (ii) use or input Registration Information that we, in our sole discretion, deem offensive.

4. ACCESS

4.1 To the Site. Subject to your compliance with these Terms of Use, Fideo will permit you to access and use the Site solely for lawful purposes and only in accordance with these Terms of Use and any other agreement you agree to with Fideo before being given access to any specific aspects of the Site. Any additional agreement is in addition to these Terms of Use and will govern your use of the portions of the Site to which the additional agreement applies in the event of a conflict between the terms of these Terms of Use and the additional agreement. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the Site, in each case as necessary to meet your operational and business requirements based on your particular circumstances.

4.2 To the Content. You may be provided with access to a variety of Content through the Site, including, text, audio, video, photographs, illustrations, event announcements, product and service descriptions, graphics, and other data, information, and media. Unless otherwise noted on the Site, all Content available through the Site is owned by Fideo and Fideo’s licensors and providers. All Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. Subject to your compliance with these Terms of Use, you may access the Content solely for your own personal purposes in connection with your use of the Site. You will not, and will not permit any third-party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content. Certain Content may include or be based on data, information, or content from Fideo’s licensors and providers (“Third-Party Content”). Fideo has not verified the accuracy of and will not be responsible for any errors or omissions in, any Third-Party Content provided through the Site. Without limiting the foregoing, Fideo will not be held liable to you or any other third party for any Third-Party Content under the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in these Terms of Use, you are granted no licenses or rights in or to any Content, or any IPR (as defined below) therein or related thereto. If you would like to use the Content in a manner not permitted by these Terms of Use, please contact Fideo at [email protected].

4.3 To Third-Party Services. The Site may provide you with the choice to access websites, content, and services developed, provided, or maintained by other third-party service providers which are not under the control of Fideo (“Third-Party Services”). In addition to these Terms of Use, your access to and use of any Third-Party Services is also subject to any other agreement you may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to these Terms of Use but will not apply to any other Services you may access through Fideo or this Site. Except as set forth in these Terms of Use, the terms of any Third-Party Service Agreement will control in the event of a conflict between these Terms of Use and that Third-Party Service Agreement. If you access any Third-Party Services from the Site, Content, or Services, then you do so at your own risk. Fideo is not responsible for any Third-Party Services.

4.4 To Chat Services. Fideo may make an interactive online chat service (“Chat Service”) available to you on the Site. Any personal information submitted using the Chat Service is subject to the terms of our Privacy Policy. You acknowledge that you are aware that this Chat Service may be monitored, recorded, and possibly shared with our service provider that allows us to provide this Chat Service. During your use of the Chat Service, you may interact with a bot, chatbot, virtual assistant, or another non-human (each, a “Chatbot”). We will disclose the use of the Chatbot to the extent required by Law. Nothing we communicate in the Chat Service will be considered a legal agreement, representation, or warranty as to our Services, decisions, or response times. You will not use the Chat Service to send any abusive, defamatory, dishonest, or obscene message, and doing so may result in termination of the Chat Service session or these Terms of Use.

5. PURCHASES. In addition to any Content and Services available for no charge through the Site, you may be offered the opportunity to purchase, subscribe to, or otherwise obtain access to Content, Services, or other products or services through the Site for an additional fee. Any purchase or subscription will be subject to any terms and conditions displayed in connection with the purchase or subscription in addition to the terms of these Terms of Use. Unless otherwise indicated on the Site, fees or charges in connection with any purchases or subscriptions are non-refundable. All information that you provide in connection with a purchase or other transaction through the Site will be accurate complete and current. You authorize Fideo (or a company chosen to act on behalf of Fideo) to charge the credit card, debit card, mobile services account, or other payment method provided in connection with any transaction made through your Account on the Site and agree to honor all charges incurred in connection with any such transaction.

6. TERMINATION; SURVIVAL. These Terms of Use may be terminated by Fideo at any time in its sole discretion for any reason. Upon termination of these Terms of Use, all rights and subscriptions granted to you under these Terms of Use will terminate and you will immediately cease all use of and access to the Site and all Content and Services (including, without limitation, all Content you obtained prior to termination). All terms and provisions of these Terms of Use which should by their nature survive the termination of these Terms of Use shall so survive.

7. OWNERSHIP; LIMITED USE.

7.1 Technology. The Content, the Services, the Site, and the databases, software, hardware, and other technology used by or on behalf of Fideo to provide the Content and Services and operate the Site, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Fideo. You will not, and will not permit any third-party to: (a) access or attempt to access the Technology except as expressly provided in these Terms of Use; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third-party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance or functionality of the Technology; or (i) interfere with the operation of the Technology.

7.2 Intellectual Property Rights. Fideo retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Site, Content, and Services under these Terms of Use. The Fideo name, logo, and all product and service names associated with the Site, Content, and Services are trademarks of Fideo and its licensors and providers and you are granted no right or license to use them.

8. REPRESENTATIONS AND WARRANTIES.

8.1 Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into these Terms of Use; (b) these Terms of Use form a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under these Terms of Use and to grant the rights and licenses described in these Terms of Use.

8.2 Compliance with Laws. You acknowledge that the Site is a general-purpose online service and is not specifically designed to facilitate compliance with any specific law. You represent and warrant to Fideo that your use of and access to the Site, including any Content or Services, will comply with all applicable laws, rules, or regulations (“Laws”) and will not cause Fideo itself or any other third-party to violate any applicable Laws. Fideo is not responsible for notifying you of any such Laws, enabling your compliance with any such Laws, or for your failure to comply.

9. DISCLAIMER; INDEMNITY; LIMITATION OF LIABILITY.

9.1 Disclaimer. THE SITE, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FIDEO, ITS LICENSORS, AND PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE SITE OR ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION, OR THIRD-PARTY CONTENT THAT MAY BE PROVIDED THROUGH THE SITE. FIDEO, ITS LICENSORS, AND PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SITE, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF THESE TERMS OF USE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FIDEO, ITS EMPLOYEES, PROVIDERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.

9.2 Indemnity. You hereby agree to indemnify, defend, and hold harmless Fideo and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (a) your access to or use of the Site, Content, or Services; (b) your collection, use, and disclosure of any Content; (c) your violation of applicable Laws; and (d) your breach of any representation, warranty, or other provision of these Terms of Use. Fideo will use reasonable efforts to provide you with notice of any such claim or allegation, and Fideo will have the right to participate in the defense of any such claim at its expense.

9.3 Limitation of Liability. FIDEO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE SITE, CONTENT, OR SERVICES, EVEN IF FIDEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT OR SERVICES. FIDEO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF USE AND ALL CONTENT AND SERVICES PROVIDED UNDER THESE TERMS OF USE OR THROUGH THE SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100. YOU AGREE THAT FIDEO WOULD NOT ENTER INTO THESE TERMS OF USE WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, FIDEO’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. DATA PRIVACY. You acknowledge the use and disclosure of your personal data as described in the Fideo Privacy Policy, available at https://www.fideo.ai/privacy/privacy-policy/ (the “Privacy Policy”). Notwithstanding anything in the Privacy Policy, we will have the right to collect, extract, compile, synthesize, and analyze non-personal information (data or information that does not identify an entity or natural person as the source thereof) (“Site Usage Data”) resulting from your access to and use of the Site. To the extent any such Site Usage Data is collected or generated by us, such Site Usage Data will be solely owned by us and may be used by us for any lawful business purpose without a duty of accounting to you, provided that the Site Usage Data is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof.

11. FEEDBACK. If you provide Fideo any feedback or suggestions regarding the Site, Services, or Content (“Feedback”), you hereby assign to Fideo all rights in the Feedback and agree that Fideo shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to you. Fideo will treat any Feedback you provide to Fideo as non-confidential and non-proprietary. You agree that you will not submit to Fideo any information or ideas that you consider to be confidential or proprietary.

12. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under these Terms of Use, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado without regard to the conflict of laws provisions thereof. Each party will bring any action or proceeding arising from or relating to these Terms of Use exclusively in a federal or state court in Denver, Colorado, U.S.A., and each party irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts.

13. NOTICES. Fideo may provide you with any notices required under these Terms of Use by sending you an email to any email address you provide to Fideo in connection with your use of the Site, provided that in the case of any notice applicable to you, Fideo may instead provide such notice by posting on the Site. Notices provided to Fideo will be deemed given when received by Fideo. Notice provided to you will be deemed given immediately after posting to the Site or sending via e-mail.

14. LINKED SITES. The Site may contain links to third-party sites or content that are not under the control of Fideo. If you access a third-party site or content from the Site, then you do so at your own risk and Fideo is not responsible for any content on any linked site or content. You may establish a link to the Site, provided that the link does not state or imply any sponsorship or endorsement of your site by Fideo or any group or individual affiliated with Fideo. You may not use on your site any Content or marks appearing on the Site in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Site without Fideo’s prior written consent.

15. ADDITIONAL TERMS. Unless otherwise amended as provided herein, these Terms of Use will exclusively govern your access to and use of the Site, Content, and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding your access to and use of the Site, Content, and Services. Except as expressly set forth in these Terms of Use, these Terms of Use may be amended or modified only by a writing signed by both parties. All waivers by Fideo under these Terms of Use must be in writing or later acknowledged by Fideo in writing. Any waiver or failure by Fideo to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver by Fideo of any other provision or of such provision on any other occasion. If any provision of these Terms of Use are held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in effect. The prevailing party in any lawsuit or proceeding arising from or related to these Terms of Use will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal. Neither these Terms of Use nor any rights or obligations of you hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Fideo. Any assignment in violation of the foregoing will be invalid. Fideo may assign these Terms of Use to any party that assumes Fideo’s obligations hereunder. The parties hereto are independent parties, not agents, employees of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to “including” will mean “including, without limitation.” Upon request from Fideo, you agree to provide Fideo with such documentation or records with respect to your activities under these Terms of Use as may be reasonably requested for Fideo to verify your compliance with all applicable Laws and the terms of these Terms of Use.