Here at Implicit, we pride ourselves in making a clear and simple user experience, and we try to extend that philosophy to everything we create. That said, our Terms of Service has to cover alot of scenarios, given the flexibility and breadth of our platform. If you’d like to dicuss any of the points we address here, please contact us before signing up for Implicit. You can reach us at info@Implicit.com.These Terms of Service ("Terms") govern your access to and use of the services, including our various websites, email notifications, and commerce services (the 'Services', ”Company” or “Implicit”), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as 'Content'). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.We plan to update this agreement from time to time, so please check back regularly.

1. Privacy Statement

We are committed to protecting your privacy. Authorized employees within the company on a need to know basis only use information collected from individual customers. We constantly review our systems and data to ensure the best possible service to our customers. Parliament has created specific offences for unauthorised actions against computer systems and data. We will investigate any such actions with a view to prosecuting and/or taking civil proceedings to recover damages against those responsible.

2. Confidentiality

We are registered under the Data Protection Act 1998 and as such, any information concerning the Client and their respective Client Records may be passed to third parties. However, Client records are regarded as confidential and therefore will not be divulged to any third party, other than [our manufacturer/supplier(s) and] if legally required to do so to the appropriate authorities. Clients have the right to request sight of, and copies of any and all Client Records we keep, on the proviso that we are given reasonable notice of such a request. Clients are requested to retain copies of any literature issued in relation to the provision of our services. Where appropriate, we shall issue Client’s with appropriate written information, handouts or copies of records as part of an agreed contract, for the benefit of both parties.

3. Cancellation Policy

The Terms will continue to apply until terminated by either you or Implicit as follows. You may end your legal agreement with Implicit at any time for any reason by deactivating your connection to Implicit and discontinuing your use of the Services. You do not need to specifically inform Implicit when you stop using the Services. We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account. Both the Client and Implicit have the right to terminate any Services Agreement for any reason, including the ending of services that are already underway. No refunds shall be offered, where a Service is deemed to have begun and is, for all intents and purposes, underway. Any monies that have been paid to us which constitute payment in respect of the provision of unused Services, shall be refunded.

4. Availability

Unless otherwise stated, the services featured on this website are only available within the U.S., or in relation to postings from the United States of America. All advertising is intended solely for the U.S. market. You are solely responsible for evaluating the fitness for a particular purpose of any downloads, programs and text available through this site. Redistribution or republication of any part of this site or its content is prohibited, including such by framing or other similar or any other means, without the express written consent of Implicit. The Company does not warrant that the service from this site will be uninterrupted, timely or error free, although it is provided to the best ability. By using this service you thereby indemnify this Company, its employees, agents and affiliates against any loss or damage, in whatever manner, howsoever caused.

5. Content

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Implicit be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

Implicit may contain links to third-party websites or resources. You acknowledge and agree that this service is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Implicit of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.We do not monitor or review the content of other party’s websites which are linked to from this website. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by us and should not be regarded as the publisher of such opinions or material. Please be aware that we are not responsible for the privacy practices, or content, of these sites.We encourage our users to be aware when they leave our site & to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. This Company will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.

6. Links to this website

You may not create a link to any page of this website without our prior consent. If you do create a link to a page of this website you do so at your own risk and the exclusions and limitations set out above will apply to your use of this website by linking to it.

7. Copyright policy

Implicit respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, Implicit will also terminate a user’s account if the user is determined to be a repeat infringer.

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Implicit Evaluation Agreement

NINOH, INC. D/B/A IMPLICIT. MAY LICENSE THE SERVICES TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EVALUATION AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS IN THIS EVALUATION AGREEMENT CAREFULLY. BY CLICKING OR CHECKING "I ACCEPT," OR OTHERWISE MANIFESTING YOUR ASSENT TO THESE TERMS AND CONDITIONS OR USING THE SERVICE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS STATED IN THIS EVALUATION AGREEMENT.

IF YOU DO NOT AGREE ANY OF THE TERMS AND CONDITIONS IN THIS EVALUATION AGREEMENT, YOU ARE PROHIBITED FROM USING THE SERVICES.

This Evaluation Agreement and the exhibits incorporated herein ( collectively, the “Agreement”) are entered into between Ninoh, Inc. a Delaware corporation doing business as Implicit (“Implicit”) the legal entity that provides the Services, and the legal entity that agrees to participate in the evaluation (“Evaluator” or “You”) and be bound by the terms below, individually a “Party” and together are the “Parties.”  The Parties agree as follows:

EVALUATION

Subject to the terms and conditions of this Agreement, Implicit may provide Evaluator with access to the  Implicit proprietary software products and related materials as set forth in Exhibit A (such products, the “Service”) and grants Evaluator a limited, non-transferable and nonexclusive license (with no right to sublicense), during the Evaluation Period, to use the Services, with access credentials provided by Implicit, for the sole purposes of (a) internal  evaluation and testing (for purchase, if applicable), in a secure environment, and/or (b) supporting Evaluator’s development activities (“Purpose”).  As part of the evaluation under this Agreement, Evaluator may install Implicit’s proprietary software including the application programming interface (“API”)  into internal environments in accordance with this Agreement, including the restrictions set forth in Section 3.  Evaluator will provide, at its own expense, all equipment and third party services necessary to evaluate the Service.  Evaluator must use the Service in compliance with all applicable laws and regulations including export control and economic sanctions, and any related documentation. Evaluator represents and warrants that it is not the subject or target of, or located in a country or territory that is the subject or target of, economic sanctions. Except as expressly provided in an exhibit, Evaluator may not export, import, re-export, or transfer the Service without Implicit’s written consent. Evaluator shall not pay Implicit any fees for the Purpose,  unless set forth in Exhibit A (“Fees”), and if applicable, Evaluator’s right to access the Service will be contingent upon such payment. Implicit retains the right during the Evaluation Period to modify, revise, or remove the Service and will retain ownership of any modifications, derivative works, changes, expansions, or improvements to the Services.
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EVALUATION PERIOD & TERMINATION

This Agreement will begin on the Effective Date and continue in effect for the evaluation period specified in Exhibit A (and, if none is specified, for ninety (90) calendar days), unless earlier terminated in accordance with this Agreement or as extended by Implicit (the “Evaluation Period.”).  Either Party may  terminate this Agreement and the rights granted hereunder at any time upon written notice. Implicit may immediately terminate this Agreement and the rights granted hereunder if Evaluator materially breaches any provision of this Agreement.  Upon the earlier of the expiration of the Evaluation Period or termination of this Agreement, Evaluator will promptly discontinue all use of the Service and immediately (a) uninstall, remove and destroy any and all copies of the Services and (b) return, if applicable.  Sections 3 through 13 will survive termination or expiration of this Agreement. If Evaluator elects to use and pay for the Services on a non-evaluation basis, the purchase of the Services will be governed by the terms and conditions of a separate written agreement between Evaluator and Implicit to the extent that it expressly applies to the Services, or to the extent there is no such agreement, by the applicable set of Implicit’s online terms of sale.

RESTRICTIONS

Evaluator may only use data collected during the evaluation hereunder during the Evaluation Period to evaluate the Service for Evaluator’s internal business purposes and not in a production environment. Without limiting the foregoing, Evaluator is prohibited from using the Service or information gained from such use for any purpose including for unlawful activity, marketing and commercial purposes, to compete with Implicit and/or for designing, developing, authorizing or assisting others in the developing of software and related offerings. Evaluator must not modify, create derivative works, disassemble, decompile, reverse engineer, sell, license, sublicense, assign, rent, lease, loan, transfer, distribute, or copy any portion of the Service.  Evaluator must not circumvent or disable any security or other technological features of the Service.  

OWNERSHIP

Implicit owns all right, title, and interest, including all intellectual property rights, in and to the Service, including any improvements, modifications, and enhancements to it.  Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Evaluator.

FEEDBACK

Evaluator may provide Implicit any suggestions, comments or other feedback regarding the Service (“Feedback”).  If Evaluator provides Feedback to Implicit on any version or part of the Service, Evaluator hereby assigns to Implicit all right and title to such Feedback, and Implicit may freely use, disclose, reproduce, license, distribute and otherwise commercialize the Feedback in any Implicit product, technology, service, specification, or other documentation.

OTHER LICENSE TERMS

If any other “click-to-accept” agreement is included as part of the installation and/or download process for the Services, the terms of such agreement will, in case of conflict with these terms, (a) not prevail with regard to software for which Implicit is the licensor; and (b) prevail (excluding any perpetual license language) with regard to software for which Implicit is not the licensor. Notwithstanding any deviating terms in a “click-to-accept” license, all licenses to use the Services expire at the end of the Evaluation Period.

CONFIDENTIALITY; DATA

Notwithstanding any nondisclosure agreement entered into between the parties (“NDA”), each party will maintain the confidentiality of and not disclose to any third party: (a) the terms of this Agreement, (b) any non-public information disclosed by the other party under this Agreement, and (c) with respect to Evaluator, any Feedback, Service performance data, non-public information related to the Service or other information obtained through evaluation of the Service. Implicit will protect any data transmitted by Evaluator through the Service using commercially reasonable administrative, technical, and physical safeguards designed to protect against illegal or unauthorized access or disclosure of such data. 

THIRD PARTY PRODUCTS

For purposes of this Agreement, “Third Party Products” means certain third party applications, systems, software, products, or services that are or may be used by Evaluator and are not supplied by Implicit that are provided with or designed to interoperate with the Service.  If Evaluator elects to enable, access, or use of such Third Party Products, its access and use of such Third Party Products is governed solely by the terms and conditions and privacy policies of such Third Party Products, and Implicit does not endorse, is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third Party Products, including, without limitation, their content, the manner in which they handle Evaluator’s data, or any interaction between Evaluator and the provider of such Third Party Products. Implicit is not liable for any damage or loss caused or alleged to be caused by or in connection with Evaluator’s enablement, access, or use of any such Third Party Products, or Evaluator’s reliance on the privacy practices, data security processes, or other policies relating to or used in connection with the Third Party Products. 

WARRANTY DISCLAIMER

THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS FOR LIMITED EVALUATION AND TESTING ONLY, AND IMPLICIT DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION.  IMPLICIT SPECIFICALLY DISCLAIMS ALL  WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, OR USAGE OF TRADE.

LIMITATION OF LIABILITY

THE TOTAL LIABILITY OF IMPLICIT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS ACTUALLY DUE AND PAID BY THE EVALUATOR OR (ii) $100.  IN NO EVENT WILL IMPLICIT HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES.  THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

INDEMNIFICATION

Evaluator agrees to defend, indemnify, and hold Implicit and its affiliates and their respective officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, including, without limitation, reasonable legal and accounting fees, arising or resulting from any third party claim, action or proceeding arising from or related to Evaluator’s: (i) breach of this Agreement; or (ii) misuse of the Services.

CLASS ACTION WAIVER

Evaluator agrees that any proceeding shall be limited to the dispute between Evaluator and Implicit individually. To the full extent permitted by law, (i) no proceeding shall be joined with any other; (ii) there is no right or authority for any dispute arising from this Agreement to be resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute arising from this Agreement to be brought in a purported representative capacity on behalf of the general public or any other persons. EVALUATOR AGREES THAT EVALUATOR MAY BRING CLAIMS AGAINST IMPLICIT ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

MISCELLANEOUS

This Agreement will be governed by the laws of the State of California without reference to conflict of law principles.  All disputes arising out of or related to the Agreement, will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.  Evaluator will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Implicit, except that Implicit shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise.  Along with any NDA and exhibits, this is the entire agreement between the parties relating to the subject matter hereof.  No waiver or modification of this Agreement will be valid unless in writing signed by each party.  The terms of an Evaluator purchase order or any other document that conflicts with, or in any way purports to amend, any of the terms of this Agreement are hereby specifically objected to and will be of no force or effect.

EXHIBIT A

PRODUCT INFORMATION 

Product

Additional Order Information

An AI-powered product expertise platform.

Evaluation Period - 90 days 

EXHIBIT B

FOR US FEDERAL CUSTOMERS ONLY

1. “US Federal Customers” are defined as any entity that is an agency, department, division, or office of the executive, legislative and judiciary branches of the United States government (“US Government”) or any entity that is providing services to or on behalf of the US Government and to which these terms apply to those services. 

2. Parties agree that the Services are intended exclusively for federal customer evaluation and (a) do not constitute a “gift” or “gratuity,” as contemplated under relevant regulations such as 5 C.F.R. Part 2635, FAR 3.101-2, and FAR Subpart 3.2, (b) do not give the appearance of a conflict of interest as described under FAR Subpart 3.11 or other relevant regulations, (c) are not intended to influence any current or future business decision; and (d) create no obligation to confer any business advantage on Implicit. By accepting the Agreement, you acknowledge, affirm, and agree that you are authorized to accept the Services pursuant to established gift rules applicable to you and/or your agency. 

3. If any Service provided hereunder is subject to any other license agreement, that includes any clause requiring the US Government to indemnify Implicit or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341) (a) any such clause is unenforceable against the US Government; (b) the US Federal Customer shall not be deemed to have agreed to such clause by virtue of it appearing in the license agreement. If the license agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the US Government or any US Government authorized end user to such clause; and (c) any such clause is deemed to be stricken from the license agreement. In addition, this Agreement is governed by U.S. Federal Law; disputes with are governed by the Contract Disputes Act of 1978, as amended. 

4. The software and documentation provided with the Services are “commercial products” as defined in Federal Acquisition Regulation (“FAR”) Section 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as these terms are used in FAR 12.212 and Defense Federal Acquisition Regulation Supplement (“DFARS”) Section 227.7202, as applicable. Consistent with FAR 12.212 and DFARS Section 227.7202, all U.S. Federal Customers acquire the software and documentation with only those rights set forth herein. 

5. If you represent an agency of the US Government as defined in the Section 1 above, by entering into these Agreement, you confirm that (a) you are a contracting officer or other authorized representative of the US Government with authority to bind the US Government for purposes of accepting the Services in accordance with the terms and conditions set forth in the Agreement, and (b) you have read and agree to be bound by the terms and conditions of any licensing agreement applicable to the Services. 

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Contact us

By email:
info@Implicit.com

By mail:
228 Park Ave S, Suite 31044, New York, NY 10003

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