General Terms of Service

Last modified: May 19, 2025

These General Terms of Service (together with an Order Form, any applicable Statement of Work, and Product Specific Terms, this “Agreement”) are entered into between the Lightcast entity designated in an Order Form (“Lightcast, “we” or “our”) and the Customer identified in an Order Form (“Customer,” “you,” or “your”).

This Agreement governs your access to and use of the Lightcast Services (defined below). By signing an Order Form or using the Services, you agree to be bound by the terms of this Agreement.

1. Definitions

2. Software Services

2.1        Grant of Rights. Subject to the terms of this Agreement, Lightcast grants Customer a non-exclusive, non-transferable, limited license to access and use the Software Services during the Term solely for Customer’s internal business operations. Lightcast reserves all other rights. The Software Services are solely and exclusively for your use in the ordinary course of conducting your primary business and shall not be provided to any third party, except as expressly authorized in an Order Form.

2.2        Authorized Users. Lightcast will issue login credentials to access the Software Services for the number of Authorized Users specified in the applicable Order Form. Access credentials may not be used by more than one individual or use a generic or shared email address. Customer may allow individuals employed by a third party service provider to be Authorized Users solely for the purpose of providing services to Customer. Customer is responsible for any breach of the terms of this Agreement by Authorized Users. Customer will designate an Authorized User as an administrator with control over Customer’s account, including management of Authorized Users and Customer Data, as described in the Documentation.

2.4        Permitted Use. The Services shall not be used for any illegal purpose or in any manner inconsistent with this Agreement. Authorized Users may (i) download and/or print limited portions of the Content using the download features in the Application(s), and (ii) publish static elements (e.g., tables, charts, graphs) of the Content in reports, briefs, memoranda, presentations, and other documents made available to third parties – provided that in all cases you preserve all copyright notices and cite Lightcast as the source of the data. Notwithstanding anything to the contrary set forth herein, you agree to comply with any use restrictions imposed by any third-party content providers.

2.5        Restrictions. Unless expressly permitted by Lightcast in an Order Form, Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Software Services to any third party, including affiliates of Customer, (b) use the Software Services on behalf of, or to provide any product or service to, third parties, (c) use the Software Services to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Software Services, (e) modify or create derivative works of the Software Services or copy any element of the Software Services, (f) remove or obscure any proprietary notices in the Software Services, (g) use any automated means or process to access the Software Services, (h) interfere with the Software Service’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Software Services, or (i) transmit any viruses or other harmful materials to or via the Software Services.

2.6        Suspension of Services. Lightcast may suspend or limit your use of the Software Services: a) if continued use may result in material harm to the Software Service or its users; b) to comply with laws and regulations applicable to Lightcast, its Affiliates, or subcontractors; c) in the event of a failure or malfunction of any Third Party Services which could compromise the security or integrity of the Software Services; or d) in the event of a breach of this Agreement. Lightcast will make reasonable efforts to notify Customer prior to any suspension or limitation of the Services. Lightcast will limit a suspension or limitation in time and scope as reasonably possible under the circumstances.

3. Consulting Services

              3.1        Services. Lightcast will provide the Consulting Services set forth in an applicable Order Form to Customer in the manner described in the applicable Statement of Work and Documentation. Lightcast’s performance of the Consulting Services is subject to the reasonable cooperation of Customer and the timely delivery of the Customer Requirements.  

              3.2        Customer Obligations. Customer will designate a single point of contact to provide the Customer Requirements in accordance with the specifications and schedule set forth in the Statement of Work. Lightcast will make good faith efforts to incorporate Customer’s feedback and edits into the Deliverables; however, Lightcast will not make any statement in any Deliverable that is not reasonably supported by the data.

              3.3        Deliverables. Unless otherwise agreed, Deliverables may be delivered via email or other electronic means. Upon transmission, the Deliverables shall be considered delivered and acknowledged by Customer. If Lightcast requests feedback and/or edits from Customer on any draft Deliverable and Customer fails to respond within three weeks of such request, the parties agree that: i) Lightcast may deem the Deliverable final and acceptable to Customer, ii) any remaining Fees owed by Customer for the Deliverable shall immediately become due, and iii) Lightcast may charge an additional fee to later incorporate the Customer feedback and/or edits if requested to do so.

              3.4        Ownership of Deliverables. Unless otherwise expressly stated in a Statement of Work, the Deliverables are considered works made for hire and Customer shall own all rights, including all Intellectual Property Rights, in and to the Deliverables. Notwithstanding the foregoing, the Deliverables shall not include (a) any Lightcast Intellectual Property Rights, (b) any assets owned by Lightcast, its subcontractors, or any third-party, or (c) the source code of any website, dashboard, or other digital property hosted by Lightcast, its subcontractors, or any third-party. To the extent the Deliverables include any Lightcast Content or other Lightcast Intellectual Property Rights, Lightcast grants Customer a perpetual, irrevocable, worldwide, royalty free license to use the Lightcast Content and Intellectual Property Rights in connection with the Deliverables for Customer’s business purposes.  

4. Intellectual Property

4.1        Lightcast Rights. Except for any rights expressly granted to Customer in this Agreement, Lightcast, its Affiliates, and/or its licensors own all Intellectual Property Rights in the Services and any derivative works thereof. The Services are protected from unauthorized use, copying, and dissemination under the laws of the United States and other countries. The Services are also protected either separately or as a collective work or compilation under the copyright laws of the United States and other countries. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services.

4.2        Customer Data. As between the parties, Customer owns all Intellectual Property Rights in and to Customer Data. Customer authorizes Lightcast to use Customer Data (a) to compile usage and performance information related to the Services, (b) to operate, improve, and support the Services, (c) to develop and publish benchmarks and similar reports, and (d) to the extent necessary to deliver the Services. Lightcast will not disclose Customer Data to any third party except in accordance with its Privacy Policy or with Customer’s express written consent.

4.3        Customer Work Product. As between the parties, Customer owns all Intellectual Property Rights in and to its own reports, analyses, presentations, and other work product that incorporates limited elements of the Content. Lightcast retains all rights to the Content and grants Customer a perpetual, irrevocable, royalty free, non-exclusive license to use the incorporated Content solely within the context of the customer work product.

4.4        Citation of Lightcast Data. Unless otherwise prohibited by Lightcast, Content used in any article, memorandum, brief, report, or other document must be attributed to Lightcast. The citation shall be substantially in the form described here: Lightcast Citation Guide.

4.5        Data Deletion. Upon the termination or expiration of this Agreement for any reason, Customer agrees to discontinue the use of the Services except to the extent of any license granted to Content incorporated in customer work product. Customer shall delete all Content within 30 business days following the end of the Agreement. Lightcast may request confirmation of such deletion and Customer agrees to provide such confirmation upon request.

4.6        Feedback. Customer may at its sole discretion and option provide Lightcast with input, comments or suggestions regarding Lightcast’s business and technology, and the possible creation, modification, correction, improvement or enhancement of features. In such instance, Lightcast and its affiliates may in their sole discretion retain and freely use, incorporate or otherwise exploit such feedback without restriction, compensation or attribution to the source.

4.7        Customer Cooperation. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Lightcast and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Lightcast. Customer shall execute such documentation and take such other steps as is reasonably necessary to secure Lightcast and/or its Affiliates title to such rights.

5. Personal and Confidential Information

5.1        Confidentiality. The parties may be given access to Confidential Information from the other party in order to perform the respective obligations under this Agreement. Each party will hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than as contemplated by this Agreement. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

5.2        Exclusions. Confidential Information does not include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

              5.3        Personal Information. The Services may collect and include access to Personal Information. Lightcast handles Personal Information according to its Privacy Policy. Each party shall comply in all material respects with Applicable Laws regarding the collection, use and disclosure of Personal Information. If Lightcast and Customer enter into a data processing agreement, such agreement will have precedence over this Section.

              5.4        Non-Identification. Unless otherwise expressly authorized by Lightcast, you agree not to use the Services either alone or in concert with any other information, to re-identify anonymized data, share profile data with any third party, create a profile database, attempt to contact or advertise to any individual, or make any hiring, lending, or other material decisions about an individual.

6. Fees and Taxes

6.1        Fees and Payment. Customer shall pay all Fees according to the terms of this Agreement. If Customer does not timely pay Fees in accordance with the terms of this Agreement then, in addition to any other available remedies, Lightcast may suspend Customer's use of the applicable Services until payment is made. Such suspension shall not relieve Customer of any future obligation to pay Fees. Lightcast shall provide Customer with prior written notice before any such suspension. Any Fees not paid when due shall accrue interest at the maximum legal rate. Customer may not cancel an Order Form, or withhold, reduce or set-off Fees owed except as expressly provided herein.

6.2        Purchase Orders. Purchase orders are for administrative convenience only. Lightcast may issue an invoice and collect payment without a corresponding purchase order.

6.3        Taxes. Fees and other charges imposed pursuant to an Order Form will not include Taxes. Customer is responsible for all Taxes. Customer must provide to Lightcast any direct pay permits or valid tax-exempt certificates prior to signing an Order Form. If Lightcast or its Affiliates are required to pay Taxes, Customer will reimburse Lightcast for those amounts and indemnify Lightcast for any Taxes and related costs paid or payable by Lightcast.

7. Term and Termination.

7.1        Term. The Term for each of the Services is stated in the applicable Order Form.

7.2        Termination for Cause. Either party may terminate an Order Form for cause: (a) upon thirty (30) day’s prior written notice of a material breach of this Agreement to the other party, if such breach remains uncured at the expiration of such period; or (b) immediately upon written notice, if the other party becomes the subject of a petition in bankruptcy or any other proceeding(s) relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

7.3        Effects of Termination. If this Agreement is terminated for cause because of Lightcast’s fault, Lightcast will reimburse any Fees paid in advance for the Services that have not been performed as of the termination date. If an Order Form is terminated for cause because of Customer’s fault, all Fees will become due and payable immediately and Customer agrees to pay the same. Termination or expiration of one Order Form does not affect validity of any other Order Forms entered into between the parties.

              7.4        Survival. Sections 4-7 and 9-11will survive the termination or expiration of this Agreement.

8. Warranties

              8.1        Compliance with Law. Each party warrants its current and continuing compliance with all Applicable Laws in connection with: a) in the case of Lightcast, the operation of Lightcast’s business as it relates to the Services; and b) in the case of Customer, Customer’s right to use and provide the Customer Data to Lightcast and the purposes for which Customer uses the Services.

8.2        Authorization Warranty. Each party warrants that: (a) it is duly organized and validly existing under the laws of the state or country of its incorporation or formation and has full corporate power and authority to enter into and carry out its obligations in this Agreement; (b) this Agreement is enforceable; and (c) the execution, delivery and performance of this Agreement does not conflict with any written agreement to which a party may be bound.

8.3        Warranty Against Viruses. Lightcast warrants that it shall exercise commercially reasonable efforts to keep the Services, as provided by Lightcast, free of all viruses, trojan horses, and comparable malicious code intended to harm the Customer’s systems, provided, however, Lightcast shall not be responsible for any malicious code placed on the Services by Customer, its Authorized Users, or any third party.

8.4        Services Warranty. Lightcast warrants that it will provide the Services: a) in material conformance with the Documentation; and b) with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services materially similar to the nature and complexity of the Services. Customer’s sole and exclusive remedies and Lightcast’s entire liability for breach of the warranty under this Section 8.4 will be: a) correction of the deficient Services; and b) if Lightcast fails to correct the deficient Services, Customer may terminate its Agreement for the affected Services. Any termination must occur within 3 months of Lightcast’s failure to correct the deficient Services.

8.5        Availability Warranty. Lightcast warrants to maintain the availability of the Services set forth in the applicable Service Level Agreement (“SLA”). Customer’s sole and exclusive remedy for Lightcast’s breach of the SLA is the issuance of a credit in the amount described in the SLA. Customer will follow Lightcast’s posted credit claim procedure. When the validity of the service credit is confirmed by Lightcast in writing (email permitted), Customer may apply the credit to a future invoice for the Services or request a refund for the amount of the credit if no future invoice is due. In the event Lightcast fails to meet the SLA (i) for 3 consecutive months, or (ii) for 4 or more months during any 12-month period, or (iii) at a system availability level of at least 95% for 1 calendar month, Customer may terminate its subscriptions for the affected Services by providing Lightcast with written notice within 30 days after the failure.

8.6        Non-Infringement Warranty. Lightcast warrants that the Services do not infringe any patent, trademark, copyright, or trade secret.

8.7        Warranty Exclusions. The warranties in Sections 8.4, 8.5, and 8.6 will not apply if: a) the Service is not used in accordance with the Agreement or Documentation; b) any non-conformity is caused by Customer, or by any product or service not provided by Lightcast; or c) the Services were provided for no fee.

8.7        Disclaimer. Except as expressly provided in the Agreement, neither Lightcast nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free.

8.8        Third Party Services. The Services may contain Third Party Services designed to interoperate with, enable, or augment the Services. Lightcast is not responsible for any Third-Party Services. Any warranties Lightcast makes to Customer do not apply to Third Party Services. Lightcast expressly disclaims to the fullest extent permitted by Applicable Law any and all liability for or failure of Third-Party Services.

9. Third Party Claims

9.1        Claims Brought Against Customer. Lightcast will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s, and/or its Affiliates’, use of the Services infringes or misappropriates a patent, copyright, or trade secret right. Lightcast will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Lightcast enters into) with respect to these claims.

9.2        Exclusion of Claims. Lightcast’s obligations pursuant to Section 9.1 will not apply if the claim results from: a) use of the Services in conjunction with any product or service not provided by Lightcast; b) use of the Services provided for no fee; c) Customer’s failure to timely notify Lightcast in writing of any such claim if Lightcast is prejudiced by Customer’s failure to provide or delay in providing such notice; or d) any use of the Services not permitted under the Agreement.

9.3        Accommodation. If a third party makes a claim or in Lightcast’s reasonable opinion is likely to make such a claim, Lightcast may at its sole option and expense: a) procure for Customer the right to continue using the Services under the terms of the Agreement; or b) replace or modify the Services to be non-infringing without a material decrease in functionality. If these options are not reasonably available, Lightcast or Customer may terminate Customer’s subscription to the affected Services upon written notice to the other.

9.4        Claims Brought Against Lightcast. Customer will defend Lightcast against claims brought against Lightcast and its Affiliates and subcontractors by any third party related to Customer’s use of the Services in a manner contrary to the terms of this Agreement. Customer will indemnify Lightcast against all damages finally awarded against Lightcast, its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.

9.5        Third Party Claim Procedure. All third party claims under Section 9 shall be conducted as follows: a) The party against whom a third party claim is brought (the "Named Party") will timely notify the other party (the "Defending Party") in writing of any claim and reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the Defending Party; b) the Defending Party will have the right to fully control the defense, and c) any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by the Named Party.

9.6        Exclusive Remedy. The provisions of Section 9 state the sole, exclusive, and entire liability of the parties, their Affiliates, and subcontractors to the other party, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third-party intellectual property rights.

10. Liability and Insurance

10.1     Limitation of Liability. Except as set forth in Section 9.2, the maximum aggregate liability of either party (or its respective Affiliates or Lightcast’s subcontractors) to the other or to any other person or entity for all events (or series of connected events) arising in any 12 month period will not exceed the Fees paid for the applicable Services associated with the damages for the 12 month period immediately preceding the event(s).

10.2     No Cap on Liability. Neither party’s liability is capped for damages resulting from: a) the parties’ indemnity obligations under Section 9, b) death or bodily injury arising from either party’s gross negligence or willful misconduct; or c) Customer’s unauthorized use of any Services and / or any failure by Customer to pay any fees due under the Agreement.

10.3     Exclusion of Damages. In no case will: a) either party (or its respective Affiliates or Lightcast’s subcontractors) be liable to the other party for any special, incidental, consequential, or indirect damages, loss of goodwill or business profits, work stoppage or for exemplary or punitive damages; and b) Lightcast be liable for any damages caused by any Services provided for no fee.

10.4     Insurance. Lightcast maintains insurance policies at standard commercial limits issued by insurance companies with an AM Best Rating of no less than A-VII. Upon receipt of a written request, Lightcast will provide Customer with a copy of its certificate of insurance evidencing the foregoing coverage.

11. Miscellaneous

11.1     Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form including any statements of work, exhibits, or attachments, (2) the applicable Product-Specific Terms, and (3) these General Terms of Service.

11.2     Force Majeure. Neither party will be liable for inadequate performance to the extent caused by natural disaster, fire, war, terrorism, riot or civil unrest, embargoes, strikes or labor stoppages, governmental action, or internet disturbance, that is beyond the party’s reasonable control. If the condition persists for more than 30 days, either party may terminate the Agreement for cause.

11.3     Independent Contractors. The parties are independent contractors, and this Agreement does not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between them.

11.4     Assignment. Neither party may assign any part of this Agreement without the other's prior written consent, which may not be unreasonably withheld. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement, in whole or in part, in connection with a change of control, unless such assignment or change of control is to a direct competitor of the other party.

11.5     Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties and supersedes all oral and written agreements or understandings between them related to its subject matter.

11.6     Governing Law; Forum. This Agreement, including its interpretation and effect, is governed by the laws of the state of Delaware, without regard to its conflict of law provisions. Both parties hereby agree to submit to the exclusive jurisdiction of the state or federal courts located in Delaware, in respect to any claim, proceeding, or action relating to or otherwise arising out of this Agreement or the Services.

11.7     Amendments. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the parties. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.

11.8     Notices. All notices will be in writing and given when delivered to the address set forth in an Order Form. Notices from Lightcast to Customer may be in the form of an electronic notice to Customer’s authorized representative or administrator.

11.9     Severability. If any provision of the Agreement is held to be wholly or in part invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.