TERMS OF SERVICES AGREEMENT

Last Updated: August 23, 2021

 

Thanks for your interest in Glean!  This Terms of Service Agreement (this "Agreement") is a legally binding agreement governing access to and use of Glean’s Service between you (the “User”, “you”, “your”) and Glean Analytics, Inc., a Delaware corporation (“Glean”, “we”, “our”, “us”).  Glean and User may be referred to herein collectively as the "Parties" or individually as a "Party." 

As used in this Agreement, "Service" refers to Glean’s vendor management platform and bill payment/payment processing service, as well as our website, any software, programs, documentation, tools, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by Glean, directly or indirectly. To use the Service, you must agree to all the terms in this Agreement. 

By signing an Order Form that incorporates this Agreement by reference or by otherwise accessing or using the Service, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the gleancompany.com website), or a "Customer" (which means that you have registered for an account with us to use our vendor spend management platform and/or bill payment/payment processing service). You also acknowledge that you have read and understood our Privacy Policy, available at www.gleancompany.com/privacy. The term "you" or "User" refers to a Visitor or Customer. 

Glean offers the Service through Glean's website and integrations with third-party partners’ website platforms and mobile application platforms (each, a "Platform"). The Platform's terms of service and privacy policy apply to your use of the Platform, and this Agreement and Glean's Privacy Policy apply to your use of the Service.

This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.gleancompany.com (the "Website") or that we otherwise notify you of in a reasonable manner.

The “Effective Date” of this Agreement is the earlier of (a) the date on which you first access or use the Service and (b) the date on which your Order Form is agreed to by Glean.

Glean may modify this Agreement from time to time in accordance with Section 20.4 (Amendment and Modification; Waiver) below.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES.

 

  1. Definitions.​​

    1. "Aggregated Statistics" means (a) any and all data and information related to your use of the Service that is used by Glean in an aggregate manner that is not reasonably capable of being associated with you or your company, including compiled statistical and performance information related to the provision and operation of the Service; and (b) any and all data and information derived from the Customer Data that is not reasonably capable of being associated with you or your company, including vendor pricing and service offering information.

    2. "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of a User through the Service. 

    3. "Documentation" means Glean's user manuals, handbooks, and guides relating to the Service provided by Glean to Users either electronically or in hard copy form.

    4. "Glean IP" means the Service, the Documentation, and any and all intellectual property provided to any User in connection with the foregoing. For the avoidance of doubt, Glean IP includes Aggregated Statistics and any information, data, or other content derived from Glean's monitoring of User’s access to or use of the Service, but does not include Customer Data.

    5. Payee” means a person to whom money is paid or is to be paid 

    6. "Process" means to take any action or perform any operation or set of operations that the Service is capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

    7. "Third-Party Products" means any third-party products provided with or incorporated into the Service.

  2. Relationship with Glean.
    1. Glean allows individual and businesses to register with Glean. You must be eighteen (18) years of age or older to use the Service. To register with Glean, you need to provide information, including email address and a self-selected password, in order to create an account ("Account"). You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.

    2. You may open an Account for a business only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business. Each Account must be linked to at least one verified U.S. bank account.

    3. To register a business you may have to provide additional information, such as street address, telephone number, tax identification number (or social security number), and date of birth and other identifying information for at least one principal of the business. You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver's license or a business license).

    4. You authorize Glean, directly or through third parties, to make inquiries or verify that any and all information you provide to us is accurate and complete (for example, through social media or third party databases). You specifically authorize Glean to request a consumer report that contains your name and address.

    5. You must provide accurate and complete information when registering for or using our Service. If we cannot verify that information you provide is complete and accurate, we may deny your use of our Service or close your Account.

  3. Payment Instruction Facilitation.

    1. Glean is a technology company that facilitates payment instructions and is not a bank, money transmitter, or Money Services Business ("MSB").  Specifically, Glean acts as your agent in so far as routing payments instructions authorized by you to its financial partners, including banks and payment processors (each a “FSP” and collectively, “FSPs”), in order for FSP to debit a bank account that you have connected to your Glean account (“Deposit Account”) and remit payments to Payees. Glean does not hold custody or transmit money on behalf of you or any user or customer.

    2. Glean collects, analyzes and relays information generated in connection with payments to and from our users. You authorize Glean to provide this information to FSP (as your limited agent) in order for it to facilitate the payments from/to our users through the various payment networks and methods (each, a "Network", and collectively, "Networks"), including ACH and check, as applicable. The FSP - and not Glean - actually conducts the settlement of transactions from/to our users. Glean does not at any point hold or transmit funds in connection with the Service. In connection with the Service, Glean does not receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. 

    3. Glean must enter into agreements with Platform partners, who have partnerships with Networks and FSPs. You are not a third-party beneficiary of these agreements. Each of the Networks and FSPs is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and, if you decline to do so, we may suspend or terminate your Account.

  4. Bill Payment Services.

    1. Description of Bill Payment Services.

      • Through Glean’s partnership with FSPs, you are able to access bill payment services that allow you to make payments to creditors / payees (the “Bill Payment Services”). You agree that you will only use the service to send bill payments on behalf of your business, and will not use the Bill Payment Services as an agent, guardian, conservator or guarantor for any other person or entity. In order to use the Bill Payment Services, you need to upload to Glean the bill you wish to pay, so that all the relevant information such as account number, due date, routing information, etc. is visible and open a Dwolla Account (as set forth in Section 5). By using the Bill Payment Services, you expressly authorize Glean to act on your behalf and as your agent, solely for the purpose of providing the Bill Payment Services to you as contemplated by this Section 4.1. Bill Payment Services may not be used for personal, family or household purposes and may only be used in for commercial purposes, unless otherwise approved by us.  

      • By initiating a payment request through the Bill Payment Services, you authorize Glean, as your agent, to instruct FSP to debit your Deposit Account and/or Dwolla Account (as applicable) for the amount identified in your request via automated clearing house (“ACH”) and to pay designated Payee such amount debited, net of any fees disclosed to you, via the payment method determined by Glean in accordance with Section 4.2(c). You further authorize FSP to debit your Deposit Account and/or Dwolla Account (as applicable) pursuant to the terms provided to FSP by Glean under the terms set forth herein. By initiating a payment request through the Bill Payment Services, you acknowledge and agree that Glean or its service providers may, in Glean’s sole discretion, write a check on your behalf drawn on your Deposit Account in order to satisfy or process any payment request you may make through the Bill Payment Services and provide such check to the Payee designated by you. As part of issuing a check to your designated Payee, you authorize Glean and its service providers to affix your signature on such check as your agent, and you agree that you are responsible and liable for such check. You agree to maintain a balance or available credit limit in the specified Deposit Account that is sufficient to fund all payments you initiate. If the Deposit Account or Dwolla Account does not have sufficient funds for the bill payment to be made, Glean will not be able to facilitate the payment to the Payee and you may be charged a fee by your financial institution for insufficient fees or dishonored check. You represent and warrant that you have the right to authorize Glean to remit any instructions set forth herein to FSP and to authorize FSP to initiate debits from the Deposit Account and Dwolla Account for payments you initiate using the Bill Payment Services. You will indemnify and hold Glean harmless from any claims by any third party, including any other owner of the account related to Glean's access to the Deposit Account or Dwolla Account.

      • You are responsible for confirming the accuracy of the information you provide about each payment you send, including the email/physical address or telephone number of the Payee, and the amount of the transaction.

      • You represent and warrant that Glean may send communication to the Payee on your behalf in connection with the Bill Payment Services.

    2. Limits On Payees, Payment Amounts And Methods.

      • You acknowledge that certain Payees may not accept payment from all types of funding sources and that we may otherwise limit the payment methods available for a particular Payee. Additionally, Glean may, at its discretion, impose limits on the number and amount of payments, in aggregate, that you can send using the Bill Payment Services.

      • Glean may refuse to permit payment to any Payee if we reasonably believe such refusal is necessary or advisable for legal or security reasons. If you fail to maintain a balance in the applicable Deposit Account or Dwolla Account that is insufficient to fund any payment that you initiate, Glean may refuse to make any subsequent payment for as long as we determine to be necessary or appropriate. Glean also reserves the right to refuse you to make any payment through the Bill Payment Services.

      • Generally, any return of funds to you will be deposited to your Deposit Account. However, you grant Glean, as your limited agent, the right to select the method in which to remit funds on your behalf, and the method to return funds to you in the event your Deposit Account is closed or otherwise unavailable to us. The payment methods through the Bill Payment Services may include, but are not limited to, electronic or paper check payments. The Bill Payment Services does not support payment to all types of billers, including certain government agencies and bills such as tax payments and court-ordered payments.

    3. Rejected or Returned Payments.

      • When you send a payment via the Bill Payment Services, the Payee is not required to accept it. You also understand that Payees, FSPs, payment processors, or the mail/package delivery service providers may return payments for various reasons. These reasons can include, but are not limited to: the Payee's forwarding address has expired; the Payee's account number is not valid; the Payee is unable to locate the account; or your account with the Payee is paid in full. You agree that you will not hold Glean liable for any damages resulting from a Payee not receiving payment made through the Bill Payment Services for any reason.

      • We use reasonable efforts to research and correct the returned payment and deliver it to your Payee. Payments outstanding after a reasonable time based on the method of payment may be automatically voided by Glean and the payment amount credited to your Deposit Account. You are responsible for reconciling your Deposit Account(s), Dwolla Account and reviewing the status of the payments. If we are unable to complete a payment for any reason, we may, in a method of our choosing and at our sole discretion, provide you with notice. We will, to the extent permitted by law, make reasonable attempts to return any unclaimed, refused, refunded, prohibited or denied payments to your Deposit Account, or use other reasonable efforts to return such payment to you as permitted by law.

      • In using the Bill Payment Services, you are requesting Glean to facilitate payments from your Deposit Account and Dwolla Account to send to your Payee(s). If Bill Payment Service is unable to process your request or any debit to your Deposit Account or Dwolla Account is unable to be processed (for example, non-sufficient funds, closed account, inability to locate account, or reversal by you and/or your bank), the transaction may not be completed.

      • Glean is not responsible for any overdraft fees, over-the-limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges) that result from your failure to maintain a balance or available credit in the Deposit Account that is sufficient to fund all payments you initiate.

    4. Your Liability.

      • You are solely liable for errors you make in using the Bill Payment Services, including, but not limited to, the following:

        1. your instruction or request to submit a payment to a Payee using the wrong Deposit Account or funding source;

        2. an erroneous submission of a payment to a Payee multiple times;

        3. your instruction or request to remit payment to the Payee for the wrong amount;

        4. your instruction or request to remit payment to the wrong Payee; or

        5. you change your mind about making a payment to a Payee after directing Glean to process your payment request.

      • You are responsible for all fees, fines, penalties, and other liability incurred by Glean, a Payee, you or a third party caused by or arising out of your breach of this Agreement and/or your use of the Bill Payment Services. You agree to reimburse Glean, a Payee or the applicable third party for any and all such liability.

      • Glean does not have control of, or liability for, the products or services that are paid for via the Bill Payment Services.

      • As permitted, you may cancel, edit, or stop a payment prior to the pay date by immediately contacting support@gleancompany.com. Our or FSP’s ability to stop a payment request will depend on the manner in which the payment was initiated, the method of payment, and whether or not the payment is being or has been processed. Although we will make a reasonable effort to accommodate a stop payment request, we will have no liability for failing to do so unless there is an exception provided elsewhere in this Agreement. We may also require you to present your stop payment request in writing after contacting customer care.

    5. Delays, Unauthorized Transactions, or Errors.

      • You acknowledge that some transactions may take longer to be credited to your account with the applicable Payee due to circumstances beyond Glean' control, such as delays in handling and posting payments by Payees or financial institutions or errors with account information or funding instructions.

      • When you send a payment to certain Payees, the payment may be treated as an authorization to the Payee to process your payment and complete the transaction. Some Payees may delay processing your payment, in which case the payment may be held as pending until the Payee processes your payment and your payment authorization will remain valid for up to 30 days.

      • To help ensure that there is enough time for the applicable Payee to receive any payments you submit through the Bill Payment Services, you should submit payment instructions prior to the due date. Before completing the transaction, you will be provided with an estimated delivery date for the bill payment. It is solely your responsibility to submit payments so they arrive by the Payee's due date.

      • Subject to the other provisions of this Agreement, Glean will bear responsibility for any satisfactorily documented late payment related charges up to a reasonable amount, not to exceed $25.00 in the event a payment posts after its due date provided that (i) the payment was submitted by you for payment in accordance with the guidelines specified in this Section and (ii) the Bill Payment Services issued you a confirmation number for a payment, unless we are not responsible to you for one of the reasons listed in this Section or below under "Protection for Glean Errors." THIS IS GLEAN'S ONLY OBLIGATION TO YOU FOR ANY PAYMENT ERRORS, DELAYS, OR FAILURE. IF YOU DO NOT FOLLOW THESE RULES OR IF YOU DO NOT ALLOW ENOUGH TIME TO COMPLETE A PAYMENT, YOU ALONE ARE RESPONSIBLE FOR ANY PENALTIES OR LATE CHARGES ON THAT PAYMENT.

    6. Errors or other Issues Regarding Payments. 

      • It is your responsibility to review all payment transactions initiated in the Bill Payment Services against account statements you receive from your bank or other financial institution. Your payment transaction information is included in the receipts we provide you. ALL QUESTIONS ABOUT TRANSACTIONS MADE THROUGH THE BILL PAYMENT SERVICES MUST BE DIRECTED TO GLEAN, AND NOT TO THE BANK OR OTHER FINANCIAL INSTITUTION WHERE YOU HAVE YOUR ACCOUNT. We are responsible for our Bill Payment Services and for resolving any errors we caused. We may not send you a periodic statement listing transactions that you make using the Bill Payment Services. The transactions will appear only on the statement issued by your bank or other financial institution. SAVE THE RECEIPTS FROM OUR BILL PAYMENT SERVICES, AND CHECK THEM AGAINST THE ACCOUNT STATEMENT YOU RECEIVE FROM YOUR BANK OR OTHER FINANCIAL INSTITUTION.

      • IF YOUR CREDENTIALS TO ACCESS THE BILL PAYMENT SERVICES OR YOUR MOBILE DEVICE ARE LOST OR STOLEN, NOTIFY US AT ONCE BY WRITING TO SUPPORT@GLEANCOMPANY.COM OR USING ANY OTHER CONTACT METHOD SPECIFIED ON OUR WEBSITE.

    7. Protection for Glean Errors.  Glean will use commercially reasonable efforts to facilitate the payment of your bills in accordance with this Agreement. However, Glean will not be liable, for instance: if, through no fault of ours, you do not have enough money in your Deposit Account to make the transfer; the payment is rejected, returned, mishandled, or delayed by the Payee for any reason; you have provided Glean with incorrect information about the Payee; the Deposit Account you specify as the payment source or Dwolla Account is closed or the charge is rejected or returned by your bank or financial institution; due to any pre-announced unavailability of the Bill Payment Services; due to fraud or attacks on our systems, service or the Bill Payment Services; due to third party service providers; or due to circumstances beyond our control (for example, fire, flood, interference from an outside source, postal delays, or any failure by your computer, software, or Internet connection).

    8. Risk Monitoring; Unusual or Suspicious Transactions; Termination. 

      • In an effort to manage our risk, we may monitor your transactions and processing activity for high-risk practices or for fraudulent transactions. We may also engage third-party service providers to assist in these efforts and other elements of the Bill Payment Services. 

      • If Glean believes there is suspicious or unusual activity, Glean may temporarily suspend your access to Bill Payment Services. Suspicious or unusual activity includes, but is not limited to, changes in your average transaction amount or processing pattern or use of different payment accounts. Glean may require additional documentation to promptly reinstate your access to the Bill Payment Services.

      • As described in Section 12, Glean may terminate or suspend your access to the Bill Payment Services at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement. In the event you or Glean terminates your account, any payment(s) Glean has already processed before the requested termination date may be completed. You should verify payment directly with your intended Payee. Glean is not responsible for any payments not completed by us as a result of termination.

  5. Dwolla account.

    1. In order to use Bill Payment Services , you must open a "Dwolla Platform" account provided by Dwolla, Inc. (“Dwolla”) and its partners (the “Dwolla Account”) and you must accept the Dwolla Terms of Service and Privacy Policy.  Any funds held in the Dwolla Account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize Glean to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through the Service, and Dwolla Account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at support@gleancompany.com.  

    2. If you are a Payee receiving payments through Glean, you expressly authorize FSP to originate credit transfers to your financial institution account. For purposes of this Agreement, Dwolla and its financial service partners are considered FSPs. You authorize Glean to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.

  6. E-Sign Disclosure and Consent.

    1. By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Glean Account and your use of the Service.

    2. We will provide these Communications to you by emailing them to you at the primary email address listed in your Glean Account registration, by emailing you a link or instructions how to access them online, or (if permitted by law) by posting them on the Website.

  7. Prohibited Activities.

    1. By registering with Glean, you also confirm that you will not accept payments or use the Service in connection with the following activities, items or services: Adult content, bail bonds, bankruptcy lawyers, check cashing, or payment for a dishonored check or for an item deemed uncollectible by another merchant, credit counseling or credit repair agencies, credit protection or identity theft protection services, counterfeit or possibly counterfeit goods, debt collection, consolidation, or reduction services, distressed property sales and marketing, door to door sales, drugs, alcohol, or drug paraphernalia, or items that may represent them, factoring, liquidators, bailiffs, bail bondsmen, financial services such as cash advances, loans, prepaid cards, wire transfers, or sales of money orders or foreign currency, gambling or betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races, hate, violence, racial intolerance, or the financial exploitation of a crime, internet pharmacies or pharmacy referral sites, inbound or outbound telemarketing businesses including lead generation businesses, multi-level marketing businesses, pyramid or ponzi schemes, pharmaceuticals, including medical marijuana, obscene or pornographic items, prostitution, escort services, massage parlors and other explicit sexually related services, unlawful activities or items, or activities or items that encourage, promote, facilitate or instruct others regarding the same, violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same, weapons, including replicas and/or ammunition.

    2. In addition, you may not use the Service for competing with Glean or transferring funds between bank accounts held in the same name. 

    3. In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, your access to the Glean Service, and any of your transactions with law enforcement.

  8. Your Payment Authorization.

    1. You authorize our Partners to hold, disburse and settle funds on your behalf. Your authorization permits the Partner to generate a paper draft or electronic funds transfer to process each payment transaction that you authorize.

    2. You authorize the Partner to initiate electronic Network entries to each bank account for which you input or enable the retrieval of the routing number and account number on our Website, mobile app or any other ingress point such as through one of our Partners, and to initiate adjustments for any transactions credited or debited in error. You agree to be bound by the rules of any Network, and you agree that all Network transactions that you initiate will comply with all applicable law.

    3. Your authorization will remain in full force and effect until you notify us that you revoke it by contacting Glean’s customer support team in accordance with instructions on our Website or by closing your Account.

    4. You understand that Glean requires a reasonable time to act on your revocation, not to exceed five (5) business days.

  9. Underwriting and Sharing Information.

    1. We may share some or all of the information about you and your transactions with our partners, who may share it with their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Glean, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. At any time, Glean, and its partners may conclude that you will not be permitted to use Glean.

    2. You agree that Glean is permitted to contact and share information about you and your Account with Platform partners, banks and financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Glean's risk management process.

  10. Transactions.    Upon analysis of the bill by Glean, and your subsequent payment initiation by check, you agree not to attempt to otherwise send the payment to any payee. You agree and understand that the sending of a payment to a payee may take up to 14 days. It is your responsibility to upload your bills to Glean in due time. Glean will not be responsible for bills that are paid late, and will not be responsible for any late fees due to payees' lack of payment acceptance.

  11. Taxes.    You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting correct any taxes to the appropriate tax authority. Glean is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.

  12. Termination.

    1. If your Glean Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that Glean shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account Data. You may terminate this Agreement by closing your Glean Account at any time; provided, however, that you will not be eligible for a refund if you terminate for convenience before the end of the Term set forth in an applicable Order Form. When you close your Glean Account, any pending transactions will be cancelled. You can terminate this agreement by contacting Glean’s customer support team at support@gleancompany.com. Your account will be closed and your ability to log in deactivated immediately. Your Glean account data will be removed as explained in our Privacy Statement and we will send you a confirmation via email.

    2. We may terminate this Agreement and close your Glean Account for any reason or no reason at any time upon notice to you. We may also suspend the Service if you (a) have violated the terms of the Glean's policies or this Agreement, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

    3. We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

  13. Your Access and Use. 

    1. Provision of Access. Subject to compliance with the terms and conditions of this Agreement, Glean hereby grants User a non-exclusive, non-transferable (except in compliance with Section 20.8 (Assignment)) right to access and use the Service during the Term, solely for use by User in accordance with the terms and conditions herein. Such use is limited to User's internal use. Glean will provide to User the necessary passwords and network links or connections to allow User to access the Service.

    2. Documentation License. Subject to the terms and conditions contained in this Agreement, Glean hereby grants to User a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 20.8 (Assignment)) license to use the Documentation during the Term solely for User's internal business purposes in connection with its use of the Service.

    3. Use Restrictions. User will not use the Service for any purposes beyond the scope of the access granted in this Agreement. User will not at any time, directly or indirectly (i) copy, modify, or create derivative works of the Service or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (iv) remove any proprietary notices from the Service or Documentation; or (v) use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

    4. Support. This Agreement does not entitle User to any support for the Service unless otherwise agreed in the applicable Order Form.

    5. Reservation of Rights. Glean reserves all rights not expressly granted to User in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to the Glean IP.

    6. Suspension. Notwithstanding anything to the contrary in this Agreement, Glean may temporarily suspend User's access to any portion or all of the Service if: (i) Glean reasonably determines that (A) there is a threat or attack on any of the Glean IP associated with such access; (B) User's or any User's use of the Glean IP disrupts or poses a security risk to the Glean IP or to any other User or vendor of Glean; (C) User, or any User, is using the Glean IP for fraudulent or illegal activities; (D) subject to applicable law, User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Glean's provision of the Service to User is prohibited by applicable law; or (ii) any vendor of Glean has suspended or terminated Glean's access to or use of any third-party services or products required to enable User to access the Service (any such suspension described in subclause (i), or (ii), a “Service Suspension”). Glean will use commercially reasonable efforts to provide written notice of any Service Suspension to User and to provide updates regarding resumption of access to the Service following any Service Suspension. Glean will use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Glean will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that User or any User may incur as a result of a Service Suspension. 

    7. Monitoring. Notwithstanding anything to the contrary in this Agreement, Glean will have the right to monitor User's use of the Service to (a) confirm User is complying with this Agreement and (b) collect and compile Aggregated Statistics. 

    8. Aggregated Statistics. As between Glean and User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Glean. User acknowledges and agrees that Glean may derive Aggregated Statistics from Customer Data in connection with the Service and use Aggregated Statistics for its own business purposes, including training its machine learning models, benchmarking vendor product and service offerings and otherwise improving Glean’s products and services. User agrees that Glean may make Aggregated Statistics publicly available in compliance with applicable law. 

  14. User Responsibilities. 

    1. General. User is responsible and liable for all uses of the Service and Documentation, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, User is responsible for all acts and omissions from your use, and any act or omission by User that would constitute a breach of this Agreement if taken by User will be deemed a breach of this Agreement by User. 

    2. Third-Party Products. Glean may from time to time make Third-Party Products available to User. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If User does not agree to abide by the applicable terms for any such Third-Party Products, then User should not install or use such Third-Party Products.  

  15. Confidential Information. 

    1. General.  From time to time during the term of this Agreement, a Party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Service, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, Customer Data, and any non-public business, product, technology and marketing information.  If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

    2. Protection and Use of Confidential Information.  The Receiving Party will take reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with providing the Service. 

    3. Compelled Access or Disclosure.  The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

  16. Intellectual Property Ownership; Feedback. 

    1. Glean IP. User acknowledges that, as between User and Glean, Glean owns all right, title, and interest, including all intellectual property rights, in and to the Glean IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. This Agreement does not grant you any rights to Glean's trademarks or service marks, nor may you remove, obscure, or alter any of Glean's trademarks or service marks included in the Service.

    2. Customer Data. Glean acknowledges that, as between Glean and User, User owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. User hereby grants to Glean a non-exclusive, royalty-free, worldwide license to (a) reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Glean to provide the Service to User, and (b) derive Aggregated Statistics from the Customer Data. For the avoidance of doubt, the parties acknowledge and agree that Glean shall retain all rights in such Aggregated Statistics that are identified herein. User represents, warrants, and covenants to Glean that User owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Glean and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

    3. Feedback. If User sends or transmits any communications or materials to Glean by mail, email, telephone, or otherwise, suggesting or recommending changes to the Glean IP, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Glean is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. User hereby assigns to Glean on User's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Glean is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Glean is not required to use any Feedback.

  17. Warranty Disclaimer.    User acknowledges and agrees that the Service (1) is a beta release offering; (2) may contain errors, bugs or other problems and therefore may not operate properly, be in final form or be fully functional; (3) may contain (in Glean’s sole discretion) more or fewer features or different licensing terms than subsequent releases or versions of the Service; and (4) may not produce completely accurate or up-to-date output. Glean reserves the right, but will not be required, to alter the Service at any time, and any reliance on the Service is at User’s own risk. THE GLEAN IP IS PROVIDED "AS IS" AND GLEAN HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GLEAN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. GLEAN MAKES NO WARRANTY OF ANY KIND THAT THE GLEAN IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICE, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 

  18. Indemnification. 

    1. Indemnification. User will indemnify, hold harmless, and, at Glean's option, defend Glean from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") resulting from (i) any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Customer Data, or any use of the Customer Data in connection with Glean’s performance of its obligations or exercise of its rights under this Agreement, infringes or misappropriates such third party's intellectual property rights and (ii) any Third-Party Claims based on User's or any User's (a) negligence or willful misconduct; (b) use of the Service in a manner not authorized by this Agreement; (c) use of the Service in combination with data, software, hardware, equipment or technology not provided by Glean or authorized by Glean in writing; or (d) modifications to the Service not made by Glean; provided that User may not settle any Third-Party Claim against Glean unless Glean consents to such settlement, and further provided that Glean will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. 

    2. Sole Remedy. THIS SECTION SETS FORTH USER'S SOLE REMEDIES AND GLEAN'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

  19. Limitations of Liability.  

    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GLEAN, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (COLLECTIVELY, “SPECIAL DAMAGES”), THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL GLEAN BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR GLEAN ACCOUNT OR THE INFORMATION CONTAINED THEREIN. 

    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GLEAN BE LIABLE FOR ANY SPECIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM. 

    3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GLEAN, ITS PROCESSORS, THE NETWORKS AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. 

    4. IN NO EVENT SHALL GLEAN, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. 

    5. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GLEAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

  20. Miscellaneous. 

    1. Compliance with Laws. Each Party shall at all times comply with all federal, state, and local laws, ordinances, regulations, and orders that are applicable to this Agreement and the performance of its obligations and exercise of its rights hereunder.

    2. Entire Agreement. This Agreement, together with any applicable Order Form(s) and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference. The Agreement does not limit any rights that Glean may have under trade secret, copyright, patent or other laws. Glean's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

    3. Force Majeure. In no event will Glean be liable to User, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Glean's reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

    4. Amendment and Modification; Waiver.  We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including notice on our Website or any other website maintained or owned by us and identified to you. Any use of our Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified. No modification or amendment to this Agreement shall be binding upon Glean unless in a written instrument signed by a duly authorized representative of Glean.

    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

    6. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of New York, excluding its choice of law rules. Notwithstanding the preceding sentence with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded. Other than petitions for injunctive or other equitable relief, which may be brought in any court of competent jurisdiction, each of the parties hereto agrees that New York, New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable, and each of the parties hereto consents to the exclusive jurisdiction and venue of the state and federal courts located within New York, New York.

    7. Disputes; Arbitration. 

      • If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact Glean’s customer support team at support@gleancompany.com with any dispute before pursuing a formal legal claim. 

      • You and Glean agree to arbitrate all "Disputes" that we are unable to resolve through informal discussions. As used in this Section, “disputes” means any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and Glean, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, Glean advertising, and any use of our Service. Notwithstanding the foregoing, Glean has the right to choose to pursue a claim in court and not by arbitration if you fail to timely pay amounts due. Glean also has the right to assign your account for collection, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.

      • Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within six months after the cause of action accrues

    8. Assignment. User shall not assign any of their rights or delegate any of their obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Glean. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 

    9. Export Regulation. 

      • The Service utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. User will not, directly or indirectly, export, re-export, or release the Service or the underlying software or technology to, or make the Service or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Service or the underlying software or technology available outside the US.

      • The Service is controlled and operated from facilities in the United States and Glean makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

    10. US Government Rights. Each of the Documentation and the software components that constitute the Service is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if User is an agency of the US Government or any contractor therefor, User only receives those rights with respect to the Service and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

    11. Interpretation. Section headings have been added for convenience of reference and will not be deemed part of this Agreement. For purposes of this Agreement, “will” and “shall” are intended to have equivalent meaning, and “including” will mean “including without limitation.” 

    12. Survival. Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.