Terms of Use

Thanks for using Valence and for taking the time to read our Terms of Use.

These Terms of Use (“Terms“) form a contract between you and Get Pegasus Inc. (here forth known as “Valence“, “we” or “our“). These Terms govern your subscription to, and use of the Valence website(s), Valence Tools Platform, and/or other related applications or services (collectively the “Service“).

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access the use of the Service (“User“, “you” or “your“), unless a User has entered into a superseding written agreement with Valence, in which case, it forms a part of such written agreement.

Your Use of the Services

Your access to and use of the Service is authorized solely through your organization, which has entered into a valid agreement with Valence to provide you with access. By using the Service, you acknowledge and agree that your use is subject to the terms of that agreement and any applicable organizational policies. These Terms govern your use of the Service as an authorized user under your organization’s agreement.

You may use the Service only if your organization has authorized your access and only in compliance with these Terms, your organization’s policies, and all applicable local, state, national, and international laws, rules, and regulations. Your organization is responsible for managing your access and ensuring compliance with its agreement with Valence.

The Service may change from time to time as we evolve, refine, or add features, often without prior notice. Valence may temporarily or permanently stop providing the Service, or any features within it, in accordance with the agreement with your organization. In such cases, any notice provided to your organization will serve as notice to you.

Your Account

You must provide us accurate information when you create your Valence account. Your Valence account gives you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users or organizations.

Account Security

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. We encourage you to use “strong” passwords that use a combination of upper and lower case letters, numbers and symbols with your account. You agree not to disclose your password to any third party. Valence cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify Valence immediately upon becoming aware of any breach of security or unauthorized use of your account.

Your Content

Some areas of the Service allow you to post information, text, or other material (“Content” or, when posted by you, “your Content“), and to share your Content with others. This may include, but is not limited to the creation of open ended Habit questions.

Your organization retains ownership of all Content created, uploaded, or shared on the Service by you as part of their use of the Service. Valence acts as a processor for such Content and processes it solely to provide, maintain, and improve the Service in accordance with the instructions of your organization.

By using the Service, you acknowledge that Valence may need to process, transmit, or adapt Content to deliver the Service (e.g., to enable functionality across different devices or formats). Such processing will always comply with the agreement between Valence and your organization and applicable data protection laws. Valence does not claim ownership of your Content and will not use it for purposes such as training models or advertising without explicit authorization from your organization.

Valence may also act on instructions from your organization to access or process Content for specific purposes, including but not limited to compliance, security, HR investigations, or legal obligations. In these cases, Valence acts solely at the direction of your organization.

You agree not to post Content that:

• may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
  
• may create a risk of any other loss or damage to any person or property;
• seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
• may constitute or contribute to a crime or tort;
• contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
• contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
• contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
• contains any information or content that you know is not correct and current. You agree that any Content that you post does not and will not violate rights of any kind, including without limitation any intellectual property rights or rights of privacy. We reserve the right, but are not obligated, to reject and/or remove any Content that we believe, in our sole discretion, violates these provisions.
  
  

By using the Service, you acknowledge that Valence may need to process, transmit, or adapt Content to deliver the Service (e.g., to enable functionality across different devices or formats). Such processing will always comply with the agreement between Valence and your organization and applicable data protection laws. Valence does not claim ownership of your Content and will not use it for purposes such as training models or advertising without explicit authorization from your organization.
We reserve the right, in accordance with the instructions of your organization, to remove or restrict access to Content that violates applicable laws, organizational policies, or these Terms. Valence does not monitor or independently act on Content except as required to ensure the proper functioning of the Service or to comply with o or legal obligations.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to

• satisfy any applicable law, regulation, legal process or governmental request,
  
• enforce the Terms, including investigation of potential violations,
• detect, prevent, or otherwise address fraud, security or technical issues,
• respond to user support requests, or  
• protect the rights, property or safety of Valence, its users and the public.

Property, Copyrights and Feedback

All right, title, and interest in and to the Service (excluding Content provided by Users) are and will remain the exclusive property of Valence. The Service is protected by copyright, trademark, and other laws in both the United States and foreign countries. Nothing in the Terms gives you a right to use the Valence name or any of the Valence trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Valence, and the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Use of Content

All Content in or on the Service is owned by and the responsibility of your organization. Valence processes such Content solely under the instructions of your organization to deliver the Service in accordance with the agreement between Valence and your organization.

Valence does not independently monitor or control the Content provided by users or organizations and does not endorse, support, or guarantee the completeness, accuracy, or reliability of any Content or communications shared via the Service. Your organization is responsible for determining the accuracy and appropriateness of all Content within the Service.You agree to use the Service responsibly and in compliance with your organization’s policies and all applicable laws. If you submit Content to the Service, you represent and warrant that:

• You have been authorized by your organization to submit such Content.
  
• Your submission does not violate any laws, third-party rights, or organizational policies.

Valence will not be liable for any loss or damage arising from your reliance on Content within the Service or from your failure to comply with these responsibilities. Under no circumstances will Valence be liable for the use of Content by your organization or its users in violation of these Terms or applicable laws.

Acceptable Use of the Service

Valence is trusted by its users, and we trust you to use our Service responsibly. You agree not to misuse the Service. For example, you must not, and must not attempt to do the following things:

Privacy

We care about the privacy of our Users. We collect and use personal information as described in our Privacy Policy.

By using the Service, you acknowledge and agree that your personal information will be collected, used, transferred, and processed by Valence as described in our Privacy Policy and in accordance with the instructions of your organization, which acts as the data controller for your use of the Service.

Artificial Intelligence

Indemnification

Your organization agrees to defend, indemnify, and hold harmless Valence and its employees, contractors, agents, officers, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including reasonable attorney’s fees) arising out of or related to:
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(i) your organization’s breach of its agreement with Valence;
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(ii) the actions or omissions of your organization’s employees, contractors, or agents in connection with their use of the Service;
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(iii) Content submitted to the Service by your organization or its users that infringes on the rights of any third party or violates applicable law; or
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(iv) your organization’s failure to comply with applicable laws, rules, or regulations in connection with its use of the Service.

Changes to these Terms

We may revise these Terms from time to time as required to keep current with rules and regulations, new technologies, standards and customer concerns. The most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our Terms of Use page, so please check those pages regularly. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Service.

No Warranty

The service is provided on an “as is” and “as available” basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, Valence does not warrant that the content is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components.
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Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the service. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the service or any hyperlinked website or service, and we will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Limitation of Liability

To the maximum extent permitted by applicable law, Valence and its affiliates, agents, directors, employees, and suppliers will not be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, revenue, goodwill, use, data, or other intangible losses, arising from or related to your use of, or inability to use, the Service, even if Valence has been advised of the possibility of such damages.

Valence assumes no liability for errors, bugs, viruses, interruptions, or any other technical issues affecting the Service, or for any losses arising from these issues, including but not limited to loss of data, profits, or goodwill.

In jurisdictions where the exclusion of liability for direct damages is not permitted, Valence’s total liability for all claims arising out of or related to the Service will not exceed the total fees paid by your organization to Valence for the Service during the 12 months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the form of action, whether based on contract, tort, negligence, strict liability, or any other legal or equitable theory, and even if a limited remedy set forth herein is found to have failed of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so portions of these limitations may not apply to you. In such cases, the liability of Valence and its affiliates will be limited to the fullest extent permitted by applicable law.

Miscellaneous Legal Terms

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

In the unlikely event that Valence has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Valence claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) in the city of New York, New York, USA under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Valence from seeking injunctive or other equitable relief from the courts as necessary to protect any of Valence's proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND VALENCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

You agree that the Service is based in New York; and these Terms are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply.

These Terms, together with any amendments and any additional agreements you may enter into with Valence in connection with the Service, will constitute the entire agreement between you and Valence concerning the Service. In the event that a provision of these Terms is held to be invalid or otherwise unenforceable, such provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms shall continue in full force and effect.

No waiver of any sections of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Valence's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

We may provide notifications, whether these are required by law or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion. You can opt out of certain types of notifications via the notification.

If you have any questions about the Terms, please contact us at hi@valence.co.


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