Hillwinds Terms of Service

Subject to the terms hereof, Hillwinds LLC (“Company”) will provide Customer with reasonable support services in accordance with the Company’s standard service practice.

• Prohibited Actions: Customers will not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure related to the Services or Software. Customers may not modify, translate, or create derivative works based on the Services.
• Use Limitations: The Services may not be used for timesharing, service bureau purposes, or otherwise for the benefit of a third party. Customer shall not resell, sublicense, distribute, or otherwise make available to any third party any data obtained through the Services without prior written consent. Data must be used solely for internal business purposes, and using data to build, train, or enhance a competing product is strictly prohibited.
• Compliance: Customer represents and warrants that they will use the Services only in compliance with the Company’s standard published policies and all applicable laws and regulations. Customer may not remove or export the Services in violation of United States export laws.
• Account Security: Customer is responsible for obtaining the equipment needed to access the Services and for maintaining the security of their account, passwords, and files.
• Indemnification for Misuse: Customer agrees to indemnify and hold harmless the Company against any damages, losses, or expenses arising from an alleged violation of these restrictions or Customer’s use of the Services.

• Protection of Information: Both parties agree to take reasonable precautions to protect Proprietary Information and not to divulge it to third persons. This obligation does not apply to information that becomes generally available to the public, was already known, or is independently developed.
• Ownership: The Company owns and retains all right, title, and interest in the Services, Software, improvements, and all related intellectual property rights. This includes any proprietary datasets or structured outputs generated by the Company.
• Customer License: Customer receives a non-exclusive, non-transferable license to use data solely in accordance with this Agreement.
• Data Usage: The Company may collect and analyze data to improve the Services and may disclose such data solely in aggregate or other de-identified form. The Company will not use Customer-provided customer lists to enrich datasets made available to other customers.

Customer will pay the Company the applicable fees described in their specific Order Form or selected subscription plan. All payments are processed securely through our third-party payment processor, Stripe. By submitting your payment information, you authorize the Company (and Stripe, acting on our behalf) to charge your designated payment method for all applicable fees, including recurring subscription charges. You also agree to be bound by Stripe’s Services Agreement and Privacy Policy.

The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer. If Customer believes that the Company has billed Customer incorrectly, Customer must contact the Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on the Company’s net income.

Agreements automatically renew for additional periods of the same duration as the Initial Service Term unless either party requests termination at least thirty (30) days prior to the end of the then-current term. Either party may terminate upon thirty (30) days’ notice for a material breach. Accrued rights to payment, confidentiality obligations, and limitations of liability will survive termination.

The Company shall use commercially reasonable efforts to maintain the Services in a manner which minimizes errors and interruptions. However, the Company does not warrant that the Services will be uninterrupted or error-free. THE SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Data is provided “AS IS” without warranty of accuracy or completeness.

Except for bodily injury, the Company shall not be liable for any indirect, exemplary, incidental, special, or consequential damages. Liability is capped at the amounts paid by the Customer to the Company in the 12 months prior to the act that gave rise to the liability.

The Company does not indemnify the Customer for intellectual property violations resulting from unauthorized modifications or use. Customer is solely responsible for compliance with all applicable marketing, privacy, and communication laws (including TCPA, CASL, GDPR). Customer shall indemnify the Company for any claim arising from Customer’s marketing activities.

This Agreement is not assignable or transferable by the Customer without prior written consent. It shall be governed by the laws of the State of New York. In any action to enforce rights, the prevailing party is entitled to recover costs and attorneys’ fees.