Welcome to Tacit. Tacit sources, collects, curates, structures, licenses, sells, and brokers data and related services for the development, training, fine-tuning, evaluation, and operation of artificial intelligence and machine learning systems. These Terms of Service (these "Terms") describe the terms and conditions by which you may access and/or use the website(s) located at tacitdata.ai and any successor URL(s), and any and all related services, offerings, platforms, software, applications, documentation, datasets, evaluations, environments, and online and/or digital services (collectively, the "Services") provided by Clad Labs, Inc., a Delaware corporation operating the Tacit brand (including its successors and assigns, "Tacit," "Clad Labs," "we," "our," or "us").
By accessing and/or using the Services, you signify that you have read, understood, and agree to be bound by these Terms, and you acknowledge that you have read and understood our Privacy Notice. If you are acting on behalf of an organization, you represent and warrant that you are authorized to bind that organization, and "you" refers to that organization. If you do not agree to these Terms, do not access or use the Services.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND A CLASS ACTION AND JURY TRIAL WAIVER IN SECTION 16 THAT REQUIRE, UNLESS YOU OPT OUT AS DESCRIBED THEREIN, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US.
When using the Services, you may be subject to additional terms applicable to particular offerings, including any master services agreement, data license agreement, data contribution agreement, statement of work, or order form executed between you and us (each, a "Definitive Agreement"), and any supplemental terms posted on the Services ("Supplemental Terms"). All such terms are incorporated by reference into these Terms. If these Terms conflict with a Definitive Agreement or Supplemental Terms, the Definitive Agreement or Supplemental Terms control to the extent of the conflict.
1. The Services
The Services include, without limitation: (a) the sourcing, collection, generation, aggregation, annotation, curation, structuring, enrichment, verification, and quality control of data of any kind and in any modality, including text, code, audio, voice, image, video, sensor, robotic, biometric (where lawful and consented), behavioral, operational, transactional, and multimodal data ("Data"); (b) the licensing, sale, brokerage, distribution, and delivery of Data and datasets to purchasers, licensees, and other counterparties ("Data Recipients"); (c) the commissioning and acceptance of Data from individuals, organizations, and other sources ("Contributors"); (d) the design, construction, and provision of benchmarks, evaluations, reinforcement-learning and other training environments, and model-testing services; and (e) any related consulting, research, integration, or professional services. We may modify, expand, discontinue, or impose limits on any part of the Services at any time, with or without notice.
Descriptions of the Services on the website are for general information only and do not constitute an offer capable of acceptance. No dataset, license, or engagement is provided except under a Definitive Agreement.
2. Eligibility
You may use the Services only if you can form a legally binding contract with us, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law"). The Services are directed to organizations and professionals. Any access to or use of the Services by anyone under the age of 18 is strictly prohibited. The Services are not available to any person or entity we have previously removed or barred from the Services, or to any person or entity subject to sanctions or export restrictions as described in Section 17.
3. Accounts
If we make accounts available, your account gives you access to functionality we may establish and maintain from time to time, in our sole discretion. You must provide accurate and complete information, keep it up to date, and keep your credentials secure. You are solely responsible for activity that occurs under your account and will notify us promptly of any unauthorized use. You do not own your account, and we may suspend or terminate any account, with or without cause or notice, without liability.
4. Data Contributions
From time to time, we may commission or accept from Contributors works, recordings, datasets, reasoning traces, annotations, demonstrations, evaluations, documents, archives, or other materials of any kind (collectively, "Contributions"). With respect to each Contribution, you (as Contributor) shall:
- deliver each Contribution on a timely basis in the formats and via the methods we specify;
- prior to delivery, obtain from all persons who are, or whose property, information, or likeness is, identified, depicted, or otherwise captured in the Contribution all written licenses, permissions, waivers, releases, and consents (collectively, "Permissions") necessary for us, our licensees, successors, and assigns to exercise all rights granted under these Terms without payment or other obligation to, or violation of any right of, any such person;
- comply with all Applicable Law in creating and delivering Contributions, including privacy, data protection, employment, and consumer-protection law.
You represent, warrant, and covenant that: (a) you have full right, power, and authority to provide each Contribution and grant the rights herein; (b) no agreement or obligation to any third party prevents or interferes with your provision of Contributions or our exercise of the rights granted; (c) each Contribution is your own original work, does not infringe or violate any third party's rights (including intellectual property, privacy, publicity, and confidentiality rights), and, unless we agree otherwise in writing, was not generated in whole or in part with generative artificial intelligence tools; (d) you have secured all necessary Permissions; and (e) to the best of your knowledge, all information you provide to us is truthful and accurate.
5. Grant of Rights
"Intellectual Property Rights" means all patent, copyright, mask work, moral, personality, publicity, trademark, trade dress, service mark, goodwill, trade secret, database, and all other intellectual property and proprietary rights as may now exist or hereafter come into existence, and all applications, registrations, renewals, and extensions thereof, under Applicable Law.
Unless a Definitive Agreement provides otherwise, we are and will be the sole and exclusive owner, in perpetuity and throughout the universe, of all right, title, and interest in and to all Contributions, including all Intellectual Property Rights therein and all exploitation and allied, ancillary, and subsidiary rights therein. You hereby irrevocably and unconditionally (i) assign, transfer, and convey to us, on a perpetual basis, all right, title, and interest in and to all Contributions, and (ii) waive all claims to so-called "moral rights" or droit moral with respect to Contributions in any jurisdiction.
To the extent any such assignment is ineffective, you hereby grant us and our affiliates, and each of our and their direct and indirect licensees, successors, and assigns, a perpetual, irrevocable, worldwide, freely transferable and sublicensable (through multiple tiers), fully paid-up, royalty-free, exclusive right and license to use each Contribution in any and all media and by any and all technologies now known or hereafter devised, including without limitation the rights to: (a) modify, edit, combine, translate, anonymize, de-identify, aggregate, and create derivative works of the Contribution; (b) reproduce, perform, display, distribute, and transmit the Contribution in whole or in part; (c) use the Contribution to develop, train, fine-tune, evaluate, and operate artificial intelligence and machine learning models and systems; and (d) license, sell, or otherwise provide the Contribution, and datasets incorporating it, to Data Recipients for any of the foregoing purposes.
Except for the rights expressly granted in these Terms or a Definitive Agreement, each party retains all right, title, and interest in and to its own Intellectual Property Rights. Nothing herein obligates us to make any use of any Contribution.
6. Data Licensing to Recipients
Data and datasets are made available to Data Recipients solely under the terms of the applicable Definitive Agreement, which governs license scope, permitted uses, delivery, fees, warranties, and remedies. Unless the applicable Definitive Agreement expressly provides otherwise, Data Recipients shall not: (a) resell, sublicense, distribute, or otherwise make Data available to any third party; (b) use Data to identify, re-identify, contact, or target any individual; (c) use Data in violation of Applicable Law, including privacy, data protection, and export control law; or (d) remove or obscure any provenance, watermark, or attribution mechanism we employ. Statements on the website regarding sourcing, consent, compensation, and provenance describe our standing practices; the representations and warranties applicable to any particular dataset are exclusively those set out in the applicable Definitive Agreement.
7. Compensation
Where we agree to compensate a Contributor, compensation will be as designated in the applicable commission, Definitive Agreement, or the Services ("Compensation"). Unless otherwise agreed in writing, Compensation is remitted within thirty (30) days after the end of the calendar month in which it accrues, via the payment method you select. We may withhold payment pending reasonable investigation of any suspected breach of these Terms, and may withhold taxes or other amounts required by Applicable Law. You are solely responsible for maintaining accurate payment and tax information and for all taxes on amounts paid to you, and for all costs and expenses you incur in creating Contributions. If you dispute any payment, you must notify us in writing within thirty (30) days of the payment or the date you contend it was due, or the claim is waived. Compensation is calculated solely from records maintained by us. Payments may be processed by third-party payment processors, whose terms and privacy notices govern their services.
8. Acceptable Use
Except to the extent a restriction is prohibited by Applicable Law, you will not do, and will not assist, permit, or enable any third party to do, any of the following:
- disassemble, reverse engineer, decode, or decompile any part of the Services;
- use any robot, spider, scraper, data mining tool, or other automated means to access or extract content or Data from the Services, or use any content or Data from the Services to train, fine-tune, or evaluate any artificial intelligence or machine learning model, except as expressly authorized in a Definitive Agreement;
- copy, rent, lease, sell, loan, transfer, assign, license, sublicense, resell, distribute, modify, or create derivative works of any part of the Services or our Intellectual Property;
- take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or that interferes with the stability, operation, or security of the Services;
- use the Services in any manner that violates, or promotes the violation of, any Applicable Law, contractual obligation, or right of any person, including Intellectual Property Rights, privacy rights, and confidentiality rights, or that is fraudulent, false, deceptive, or defamatory;
- use or display the Services in competition with us, to develop competing products or services, or for benchmarking or competitive analysis;
- bypass measures we use to prevent or restrict access to the Services, or attempt to interfere with or compromise our systems' integrity or security or decipher transmissions to or from our servers;
- impersonate any person or entity, misrepresent your affiliation or authority, or hide or attempt to hide your identity;
- collect or harvest any personal information from the Services;
- transmit to the Services any malicious code, spam, machine-generated content (except as commissioned), sensitive or classified government information, personal information of minors, any person's personal information without consent, or content that is illegal, infringing, hateful, harassing, obscene, or otherwise objectionable in our sole discretion.
9. Monitoring and Investigations
We reserve the right, in our sole discretion, to review, monitor, prohibit, edit, delete, disable access to, or otherwise make unavailable any content transmitted through the Services, including Contributions, without notice, for any reason or no reason. If we become aware of possible violations of these Terms, we may investigate, suspend the applicable access, and refer matters to and cooperate with legal authorities. We may disclose information as we believe necessary to comply with Applicable Law or legal process, enforce these Terms, or protect the rights, property, or safety of Tacit, the Services, our clients, or the public.
10. Intellectual Property; Usage Data; Feedback; Confidentiality
We (or our licensors, as applicable) own and will continue to own all rights, title, and interest in and to the Services and all materials, content, software, algorithms, technology, and intellectual property underlying or included in the Services (collectively, "Tacit IP"). Except as explicitly provided herein or in a Definitive Agreement, nothing in these Terms creates any license in or to Tacit IP.
We may collect diagnostic, technical, and usage information relating to the Services ("Usage Data"). All Usage Data is owned solely by us, and to the extent any rights in Usage Data vest in you, you hereby assign them to us. We may use Usage Data for any lawful purpose, including operating and improving the Services and sharing analytics in de-identified or aggregated form.
If you provide us suggestions, recommendations, or other feedback ("Feedback"), you hereby assign to us all rights in the Feedback, and we may use it for any purpose without attribution or compensation.
The Services and our engagements may involve non-public, proprietary, or confidential information of ours or of our clients ("Confidential Information"). You will protect Confidential Information with at least reasonable care, use it only to exercise your rights and perform your obligations under these Terms, and not disclose it except to advisers bound by obligations at least as protective. Do not send us your own confidential information before a non-disclosure agreement is in place; unsolicited submissions are received on a non-confidential basis.
11. Copyright Complaints (DMCA)
We respect the rights of content owners and respond to notices that comply with the Digital Millennium Copyright Act ("DMCA"). If you believe your copyrighted work has been copied in a way that constitutes infringement and is accessible via the Services, notify us at inquiries@tacitdata.ai (Attn: Copyright Agent) with all of the following: (a) a physical or electronic signature of a person authorized to act for the copyright owner; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and its location on the Services; (d) your contact information; (e) a statement of your good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are, or are authorized to act for, the copyright owner. We may terminate the access of repeat infringers in appropriate circumstances.
12. Privacy and Security
By using the Services, you acknowledge that we may collect, use, and disclose your information as described in our Privacy Notice, and that your information may be transferred to and processed in the United States. We employ measures designed to protect information handled through the Services, but we cannot guarantee that unauthorized third parties will never defeat our security measures. You acknowledge that you provide your information at your own risk.
13. Third-Party Services; Release
The Services may contain links to or require the use of third-party sites, materials, or services (including, for example, scheduling and payment services). We do not control and are not responsible for third-party services; your use of them is at your own risk and subject to their terms. You hereby release us, our subsidiaries and affiliates, and our and their officers, directors, employees, contractors, agents, and licensors (collectively, the "Tacit Parties") from all claims, damages, obligations, losses, liabilities, costs, and expenses of every kind, known and unknown, arising out of your dealings with third parties, including other users, Contributors, and Data Recipients, in connection with the Services. You waive any statute or law that would limit the scope of this release to claims known or suspected at the time of agreement.
14. Indemnity
You will defend, indemnify, and hold the Tacit Parties harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your access to or use of the Services; (b) your breach of these Terms, including any representation or warranty; (c) your violation of any third-party right, including any Intellectual Property Right or privacy right; (d) your violation of Applicable Law; (e) any Contribution or other content you provide, including any misleading, false, or inaccurate information in it; (f) your willful misconduct; or (g) any third party's access to or use of the Services with your credentials.
15. No Warranty; Limitation of Liability
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL INFORMATION AVAILABLE ON OR THROUGH THEM ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NO TACIT PARTY WARRANTS THAT ANY CONTENT OR INFORMATION AVAILABLE VIA THE SERVICES IS ACCURATE, COMPREHENSIVE, RELIABLE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, OR SECURE; OR THAT DEFECTS WILL BE CORRECTED. ANY WARRANTIES APPLICABLE TO A PARTICULAR DATASET OR ENGAGEMENT ARE EXCLUSIVELY THOSE SET OUT IN THE APPLICABLE DEFINITIVE AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY TACIT PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. IN NO EVENT WILL THE TACIT PARTIES' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY US TO YOU, OR PAID BY YOU TO US, UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A TACIT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY UNDER A DEFINITIVE AGREEMENT IS GOVERNED BY THAT AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
16. Arbitration Agreement; Class Action Waiver
Please read this Section carefully; it affects your rights.
Applicability. You and Tacit agree that any dispute, claim, or disagreement arising out of or relating in any way to the Services or these Terms, including disputes arising before the effective date of these Terms (each, a "Dispute"), will be resolved by final, binding arbitration, rather than in court, except that (i) either party may assert qualifying claims in small claims court, and (ii) either party may seek equitable relief in court for infringement or other misuse of Intellectual Property Rights or Confidential Information.
Informal resolution first. Before commencing arbitration, the party raising a Dispute must give the other written notice describing the Dispute, and the parties will confer in good faith (by phone or videoconference) within forty-five (45) days to attempt to resolve it. This conference is a condition precedent to arbitration, and applicable limitation periods are tolled while it is pending.
Waiver of jury trial. YOU AND TACIT WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.
Waiver of class relief. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. If a court finally determines that this waiver is unenforceable as to a particular claim or request for relief, that claim (and only that claim) shall be severed and may be litigated in court; all other Disputes remain subject to arbitration.
Rules and forum. The Federal Arbitration Act governs this Section. Arbitration will be administered by the American Arbitration Association under its rules then in effect, as modified by this Section, before a single arbitrator. Unless the parties agree otherwise, arbitration will be conducted in the county where you reside or remotely. The arbitrator has exclusive authority to resolve Disputes about the interpretation, applicability, or enforceability of this Section, except that Disputes about the class waiver, arbitration fees, or conditions precedent are for a court of competent jurisdiction. Judgment on the award may be entered in any court of competent jurisdiction. All arbitration materials are confidential.
Opt-out. You may opt out of this arbitration agreement by emailing inquiries@tacitdata.ai within thirty (30) days after first becoming subject to it, with your name, address, and an unequivocal statement that you opt out. Opting out has no effect on the remainder of these Terms.
Severability. Except as stated above regarding the class waiver, if any part of this Section is found invalid or unenforceable, that part shall be severed and the remainder shall continue in full force and effect.
17. Export Controls; Sanctions
You may not use, export, re-export, import, or transfer the Services or any Data except as authorized by U.S. law and any other Applicable Law. You represent and warrant that you are not located in any country subject to a U.S. Government embargo or designated as "terrorist supporting," and that you are not listed on any U.S. Government list of prohibited or restricted parties. You will not use the Services or any Data for any purpose prohibited by Applicable Law, including the development, design, manufacture, or production of missiles or nuclear, chemical, or biological weapons.
18. Governing Law; Venue
These Terms are governed by the internal substantive laws of the State of Delaware, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs Section 16. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any matter not subject to arbitration, you agree to the exclusive personal jurisdiction of the state and federal courts located in Delaware, including for equitable relief to protect our Data, Confidential Information, or Intellectual Property Rights.
19. General
We may provide notices via email, posting on the Services, or other reasonable means. We may modify these Terms from time to time; when we make material changes, we will update the "Last updated" date above and provide notice as appropriate. Your continued use of the Services after a change constitutes acceptance of the revised Terms. You may not assign these Terms without our prior written consent; we may assign them without restriction, including in connection with a reorganization, merger, or sale. If any provision of these Terms is held invalid, the remainder continues in full force. Our failure to enforce any provision is not a waiver. We are not liable for delay or failure to perform resulting from causes outside our reasonable control. The Tacit Parties are third-party beneficiaries of Sections 13, 14, and 15 and may enforce them. These Terms, together with the Privacy Notice, any Definitive Agreement, and any Supplemental Terms, are the entire agreement between you and us concerning the Services.
20. Contact
Tacit is operated by Clad Labs, Inc. Questions about these Terms or the Services may be sent to inquiries@tacitdata.ai.