Effective Date: April 7, 2025
Welcome to the website and platform of Subjective Technologies, LLC ("Subjective", “we”, or “our”). Please review these Terms of Service (“Terms”, “Agreement”) thoroughly. These Terms are a legal agreement between Subjective Technologies, a California limited liability company, and any party who accesses or uses our website at www.subjective.tv (the "Site") or who enters into an Order Form for access to the Subjective platform and related services ("Customer," "you," or "your").
By accessing the Site, or by executing an Order Form or Master License and Services Agreement ("MLSA") with Subjective, you agree to be bound by the terms herein. If you do not agree, do not use the Site or our Platform.
1 Definitions. In addition to any terms defined throughout this Agreement, the terms below as used in this Agreement shall have the meanings set forth below:
1.1 “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Products.
1.2 “Affiliate” means an entity controlling, controlled by or under common control with a party hereto.
1.3 “Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services.
1.4 “Maintenance” means the services described on Schedule 1 attached to an Order.
1.5 “Open-Source Components” means any open-source, freeware, shareware or other software having similar licensing or distribution models by which it is subject to license agreement or other enforceable requirements or restrictions, including under any GNU General Public License or GNU Library or Lesser Public License, or other license agreement that conforms to a standard definition set by the Open Source Initiative.
1.6 “Products” means the platforms solutions and computer programs licensed by Customer pursuant to an Order, along with any Updates made generally available during any Maintenance subscription term, deliverables provided in the course of performing Maintenance or other professional services, and any associated documentation.
1.7 “Updates” means any update or release of the Products that Subjective may provide to Customer as part of the provision of Maintenance from time to time during the Term in accordance with Schedule 1 attached to an Order, that may contain, among other things, error corrections, enhancements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Products, but does not constitute a New Version.
1.8 “New Version” means any new version of the Products that Subjective may from time to time introduce and market generally as a distinct licensed product, and which Subjective may make available to Customer at an additional cost under a separate Order.
1.9 “Use” means, as applicable, (i) use of the Products, (ii) executing or loading the Products into computer RAM or other primary memory, and/or (iii) copying the Products for archival or emergency restart purposes or as otherwise permitted by this Agreement.
1.10 “User” means an individual who is authorized by Customer to use, has access to or receives any benefit of exposure to, the Products.
2 Website Use Terms.
2.1 License to Access Site: Subjective grants you a limited, non-exclusive, revocable license to access and use the Site for informational purposes. You may not: Use automated tools (e.g., bots, scrapers); Attempt unauthorized access to Site components; Reproduce or modify Site content without permission; Use the Site for any unlawful or harmful purpose.
2.2 Intellectual Property: All Site content, including text, graphics, logos, and software, is the property of Subjective or its licensors and is protected by U.S. and international IP laws.
2.3 Third-Party Links: Subjective is not responsible for third-party content or practices linked from the Site.
2.4 Disclaimer: The Site is provided "as is." Subjective disclaims all warranties and limits liability to $100 for any claims arising from Site use.
3 Platform Terms.
3.1 Access and Orders: Customers may access Subjective’s proprietary platform (the "Platform") under the terms of a fully executed Order Form and MLSA. Orders specify the scope of access, fees, and any professional services.
3.2 License Grant: Subjective grants a limited, non-transferable, non-exclusive license to use the Platform as described in each Order Form, subject to the following restrictions:
3.3 Open-Source and Third-Party Components: The Platform may incorporate open-source software or third-party data. Use of such components is subject to their respective licenses.
3.4 Ownership: Subjective retains all rights in the Platform and related IP. Customer retains ownership of its own data. Subjective may use anonymized, aggregated Customer data to improve its services.
3.5 Testing: Subjective may offer access to beta features or collect feedback to enhance the Platform. Customer participation is voluntary and subject to additional terms if provided.
4 Ordering Products and Services.
4.1 Ordering Products. From time to time during the Term, Customer may license and Use Products from Subjective and Subjective may agree to license such Products to Customer in accordance with the terms and conditions of this Agreement pursuant to an order executed and delivered by the parties hereto (each an “Order”).
4.2 Maintenance Services. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, upon payment of the fees referenced in an Order, Subjective shall provide to Customer the Maintenance services described on Schedule 1 attached to an Order.
4.3 Professional Services. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, Subjective and Customer may agree from time to time on the performance of certain professional services by Subjective on Customer’s behalf, including implementation, installation, assistance, or support with Updates provided to Customer, as set forth in an Order or in a statement of work (each a “Statement of Work”) executed by the parties that describes such services. If no Statement of Work exists, Subjective will perform services on a time and materials basis at Subjective’s then prevailing hourly rate and invoice Customer monthly for services performed.
4.4 Changes to Orders or Statements of Work. Changes to any Products, Maintenance, or professional services set forth in an Order or Statement of Work, as applicable, shall become effective only when a written change order is executed and delivered by both parties.
5 License Rights and Restrictions.
5.1 License Grant. Subjective grants to Customer and its Affiliates a non-exclusive, non-transferable, limited license to install and Use the Products set forth in an Order, during the term of such Order, on the network of Customer and its Affiliates for Users identified in an applicable Order. If applicable, Customer may make archival and other copies of the Products, in non-printed, machine readable form, in whole or in part, provided that each such copy is for Customer’s own use.
5.2 Open-Source Licenses. Certain Products include Open-Source Components licensed to Subjective (“Open-Source License(s)”). Any use of the Open-Source Components by Customer shall be governed by, and subject to, the terms and conditions of the Open-Source License(s).
5.3 Other Third Party Products. The Products may use one or more other third party software or data products. Subjective has the right to utilize such third party software or data in connection with the Products hereunder but the use of the third party software products is strictly limited to the terms provided in this Agreement and may not be utilized by Customer or its Affiliates in any other manner whatsoever.
5.4 License Restrictions. Customer shall not, and shall not allow others to: (i) modify, alter, amend, fix, translate, enhance, or otherwise create derivative works of the Products; (ii) cause or permit the reverse engineering, disassembly, or decompilation of any portion of the Products; (iii) remove, disable, or otherwise create or implement any workaround to, any security features contained in the Products; (iv) remove, delete, or alter any trademarks, copyright notices or other intellectual property rights notices of Subjective or its licensors, if any, from the Products; (v) copy the Products, in whole or in part, except as provided herein; (vi) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Products available to any third party for any reason; (vii) use the Products in violation of any applicable law, regulation or rule; (viii) disclose results of any benchmark or other performance tests to any third party without Subjective’s prior written consent; (ix) use the Products for purposes of competitive analysis of the Products, the development of a competing software or service or any other purpose that is to Subjective’s commercial disadvantage; or (x) use the Products in any other manner or for any other purpose or application not expressly permitted by this Agreement.
5.5 Ownership The Products constitutes proprietary works of Subjective, protected by copyright and other intellectual property laws; including without limitation all patents and patent applications. Except for the rights granted herein, Subjective retains all rights, title, and interest, including all intellectual property rights, in the Products and the applicable documentation. The terms “purchase” and “sale” in reference to the Products notwithstanding, it is expressly agreed by the parties that title to the Products does not pass to Customer and Customer’s rights with respect to the Products will only be that of a client. Customer hereby grants to Subjective a perpetual, fully paid-up, royalty-free, transferable, and worldwide license to use, perform, display, execute, reproduce, distribute, transmit, and modify (including to create derivative works) any anonymized data and other anonymized content, in any form or medium, derived from Customer’s use of the Products.
5.6 Export Regulation. The Products, applicable documentation and any related technical data, and products utilizing the Products, applicable documentation or such technical data (collectively, “Controlled Technology”) may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, and shall not permit any third parties to, export, re-export or release, directly or indirectly any Controlled Technology to a jurisdiction or country to which the export, re-export, or release of any Controlled Technology is prohibited by applicable federal law, regulation or rule. Customer shall 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 or re-exporting any Controlled Technology. Customer shall provide prior written notice of the need to comply with such laws and regulations to any person, firm or entity which it has reason to believe is obtaining any such Controlled Technology from Customer with the intent to export.
6 Confidentiality.
6.1 Confidential Information. By virtue of this agreement, each party may receive information from the other party that is confidential and not generally available to the public. “Confidential Information” means (i) any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, algorithms, business plans, client data, client lists, client names, designs documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, know-how, ideas, inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code, trade secrets, or any other information which is designated as “confidential,” “proprietary” or some similar designation and (ii) any information otherwise obtained, directly or indirectly, by a receiving party through inspection, review or analysis of the materials described in clause (i). Information disclosed orally shall be considered Confidential Information only if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information of a third party that is in the possession of one of the parties and is disclosed to the other party under this Agreement. As to Subjective, Confidential Information includes, without limitation, the Products, related documentation, specifications, pricing, disclosures in connection with Maintenance and professional services and the terms and conditions of this Agreement. Confidential Information shall remain the sole property of the disclosing party or its licensors.
6.2 Duty of Confidentiality. Except for the Products, materials, and information will not be considered Confidential Information if the receiving party can establish by documentary evidence that the information is or was: (i) lawfully available to the public through no act or omission of the receiving party; (ii) in the receiving party’s lawful possession prior to disclosure by the disclosing party and not obtained either directly or indirectly from the disclosing party; (iii) lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) independently developed by the receiving party. The parties agree, both during the Term and for a period of five (5) years (or, as applicable, with respect to Confidential Information that is a trade secret, for an indefinite period) after its termination, to hold each other’s Confidential Information in confidence and not to disclose such information in any form to any third party without the express written consent of the disclosing party, except to employees and consultants performing services for the benefit of the receiving party who are under a written non-disclosure agreement protecting the applicable Confidential Information in a manner no less restrictive than this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of this Agreement. A receiving party facing legal action to disclose Confidential Information of the disclosing party shall promptly notify and provide the disclosing party the opportunity to oppose such disclosure or obtain a protective order and shall continue to treat such information as Confidential Information. This Section 6.2 shall not be construed as granting or conferring any rights to either party by license or otherwise, expressly or implicitly, to any Confidential Information.
7 Limited Warranty; Disclaimer.
7.1 Limited Warranty. Subjective warrants that (i) any services provided hereunder will be performed in a workmanlike manner, and in conformity with generally prevailing industry standards and all applicable laws, statutes, ordinances, judicial, or administrative orders, rules and regulations; (ii) for a period of 90 days following delivery the Products shall operate in material compliance with all descriptions and specifications set forth in an applicable Order and in any documentation or written materials provided in writing to Customer by Subjective relating to the Products; and (iii) the Products does not and shall not: have any clock, timer, counter, or other device or code which will (w) disable or erase the Products or Customer’s data; (x) prevent Customer from fully utilizing the Products within the limitations set forth herein; (y) require action or intervention by Customer to allow Customer to utilize all or any part of the Products; or (z) contain any material bugs, viruses, worms, Trojan horses, time bombs, “spyware”, or other harmful, invasive, or disruptive elements or components. Customer must report any material deficiencies in the Products to Subjective in writing within ninety (90) days of delivery of the Products.
7.2 Exceptions. Notwithstanding anything to the contrary in this Section 7, the limited warranty set forth in Section 7.1 shall not apply to problems arising out of or relating to: (i) Products, or the media on which it is provided, that is modified or damaged by Customer, or any other software or hardware that are operated with or incorporated into the Products other than as specified in the applicable documentation or expressly authorized by Subjective in writing; (ii) Customer’s or any third party’s negligence, abuse, misapplication, or misuse of the Products, including any use of the Products other than as specified in the applicable documentation or expressly authorized by Subjective in writing; (iii) Customer’s failure to promptly install all Updates that Subjective has previously made available to Customer; (iv) the operation of, or access to, Customer’s systems or network; (v) any open-source components, beta software, software that Subjective makes available for testing or demonstration purposes, temporary software modules, or software for which Subjective does not receive a license fee; (vi) Customer’s breach of any material provision of this Agreement; or (vii) any other circumstances or causes outside of the reasonable control of Subjective (including abnormal physical or electrical stress).
7.3 Remedial Efforts. If Subjective breaches any of the warranties set forth in Section 7.1, Subjective may, at its sole option and expense, take any of the following steps to remedy such breach: (i) replace any damaged or defective media on which Subjective supplied the Products or applicable documentation; (ii) amend, supplement or replace any incomplete or inaccurate applicable documentation; (iii) repair the Products; and/or (iv) replace the Products with functionally equivalent platform or software solutions.
7.4 DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 7.1 OF THIS AGREEMENT, THE PRODUCTS ARE PROVIDED “AS IS” AND SUBJECTIVE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, APPLICABLE DOCUMENTATION, MEDIA, AND ANY OTHER SERVICES AND MATERIALS PROVIDED TO THE CUSTOMER UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SUBJECTIVE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, THAT THE PRODUCTS WILL MEET THE CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER PRODUCTS, APPLICATIONS, SYSTEMS, OR SERVICES (EXCEPT AS EXPRESSLY SET FORTH IN THE DOCUMENTATION), OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE.
8 Limitation of Liability.
8.1 NO CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO A BREACH OF SECTION 5.4 OR 5.5 IN NO EVENT WILL EITHER PARTY OR THEIR AFFILIATES BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 DIRECT DAMAGES. IN NO EVENT WILL SUBJECTIVE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, AN ORDER OR ANY STATEMENT OR WORK, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO Subjective PURSUANT TO THIS AGREEMENT OR ANY STATEMENT OF WORK IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM MADE BY CUSTOMER. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
9 Indemnification.
9.1 Each party will indemnify, defend and hold the other harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and costs) (collectively, “Losses”) resulting from any claim, suit, action, or proceeding (each, an “Action”) brought by any third party against the other alleging (i) the infringement or misappropriation of any intellectual property right relating to the delivery or use of the Products (but excluding any infringement contributorily caused by the other party); (ii) bodily injury caused by the negligence or willful misconduct of the other party; and (iii) any royalty payments related to the content provided by such party. Each party’s indemnification obligations hereunder shall be subject to: (i) receiving prompt written notice of the existence of any Action; (ii) being able to, at its option, control the defense of such Action; and (iii) receiving full cooperation of the indemnified party in the defense thereof.
10 Miscellaneous.
10.1 Joint Marketing. Subjective may use Customer’s name, logo, and screenshots in a listing of new, representative, or continuing customers in press releases, on its website, or in other marketing materials or dissemination of information. The parties may agree to cooperate in joint marketing activities or in issuing a joint press release at the request of either of them, subject to prior written consent and approval of the form and substance of both Customer and Subjective.
10.2 Relationship of Parties. Nothing in this Agreement will create or imply an agency relationship between Subjective and Customer, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. Each party is an independent contractor and neither party’s personnel are employees or agents of the other party for federal, state, or other taxes or any other purposes whatsoever, and are not entitled to compensation or benefits of the other.
10.3 Assignment. This Agreement is personal to Customer and may not be assigned in any way without the prior written consent of Subjective, except with assignment of this Agreement to Customer’s successor or assign in connection with a merger or acquisition of substantially all of Customer’s assets. Any purported sale, assignment, transfe,r or sublicense without such consent will be null and void, and will automatically terminate this Agreement.
10.4 Governing Law; Submission to Jurisdiction. This Agreement including its formation, performance, termination, or enforcement, and the parties’ relationship in connection therewith, together with any related claims whether sounding in contract, tort, or otherwise, shall be governed, construed and enforced in all respects in accordance with the laws of State of California, without application of its rules regarding conflicts of laws, except in so far as the federal law of the United States of America may control any aspect of this Agreement, in which case federal law shall govern such aspect. The parties hereby consent to the exclusive jurisdiction of any state or federal court located within the State of California, city of Los Angeles, with respect to any legal action, dispute or otherwise, arising out of, related to, or in connection with this Agreement. The parties hereby waive any objection in any such action or proceeding based on forum non-conveniens, and any objection to venue with respect to any such legal action, which may be instituted in any of the aforementioned courts. Process in any action or proceeding referred to in the preceding sentences may be served on the parties anywhere in the world.
10.5 Publicity. Customer agrees that Subjective may use Customer’s name in Subjective’s client list and may publish information identifying Customer as a user of Subjective’s Products in advertisements, news releases and releases to professional and trade publications. Customer will have the right to approve each such release prior to its placement, but agrees not to unreasonably withhold its approval.
10.6 General. This Agreement, including any applicable Order Forms, MSLA, and Statements of Work, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, understandings, or agreements, whether written or oral.
11 Privacy Policy
11.1 Customer agrees to the terms and conditions of Subjective’s Privacy Policy, which is incorporated herein by reference and available at www.subjective.tv/privacy-policy .
12 Contact Us
12.1 If you have any questions or need assistance accessing these Terms, please contact us at: terms@subjective.tv