Terms of Use

1. Definitions

The following terms apply throughout this agreement:

  • Aggregated Statistics: Anonymized usage data derived from Customer Data that cannot identify any individual or customer.
  • Authorized Users: Customer's employees and contractors approved to access the Services.
  • Customer Data: All data and information submitted by Customer or its Authorized Users through the Services.
  • Summer IP: The platform, software, documentation, and all related intellectual property owned by Live Summer, Inc.

2. Service Access & Use

Summer grants Customer a non-exclusive, non-transferable right to access and use the Services during the subscription term, solely for Customer's internal business purposes. Summer reserves the right to modify features with reasonable notice. Customer acknowledges no obligation exists for any future functionality.

3. Account Creation

Users create accounts with the first user assigned the Admin role. Admins control user permissions, integrations, and data sharing settings. Customer is responsible for account security and the conduct of all Authorized Users.

4. Fees & Payment

  • Fees are non-refundable and charged in USD.
  • Subscriptions auto-renew by default; 30-day written cancellation notice is required.
  • Late payments accrue interest at 1.5% per month.
  • Summer may suspend service for non-payment after 30 days.

5. Confidentiality

Both parties agree to protect each other's confidential information using at least the same degree of care used for their own confidential information. The confidentiality obligation lasts five years from disclosure; trade secrets are protected indefinitely. Limited disclosure is permitted for legal compliance purposes.

6. Intellectual Property

Summer owns all right, title, and interest in the Summer IP, including all improvements and derivative works. Customer retains ownership of submitted Customer Data. Any feedback Customer provides becomes Summer's unrestricted property. Summer may use Customer's name and logo in marketing materials unless Customer objects in writing.

7. Data Privacy

Personal data handling is governed by the separate Data Processing Agreement and Summer's Privacy Policy.

8. Trial & Beta Services

Trial and beta services are offered "as-is" with no warranties. Maximum liability for trial or beta services is $100. Summer may cancel trial access at any time without notice.

9. Warranty Disclaimer

THE SUMMER IP IS PROVIDED "AS IS." SUMMER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SUMMER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Limitation of Liability

Summer shall not be liable for any indirect, incidental, special, consequential, or punitive damages. Summer's maximum aggregate liability arising out of or related to this agreement is limited to two times the annual fees paid by Customer in the twelve months preceding the claim. These limitations do not apply to intentional misconduct or gross negligence.

11. Disclaimer Regarding Professional Advice

SUMMER IS NOT A FINANCIAL, LEGAL, OR PROFESSIONAL ADVISOR. The Services provide information and analytics only and do not constitute investment, tax, legal, or other professional advice. Customers should seek independent professional counsel before making investment or business decisions.

12. Prohibited Use

Customers must not:

  • Reverse-engineer or attempt to extract source code from the platform
  • Sublicense, sell, or transfer access to any third party
  • Use bots, scrapers, or automated tools to access the Services
  • Engage in fraudulent activity or violate any applicable laws through the platform

13. Termination

  • Either party may terminate immediately upon the other party's insolvency or bankruptcy.
  • Summer may suspend or terminate service with 10 days' notice for non-payment.
  • Either party may terminate for material breach upon 30 days' written notice if the breach is not cured within that period.

14. Governing Law

This agreement is governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes shall be resolved in the courts located in Delaware.

15. Contact

Questions regarding these Terms of Use should be directed to legal@gosummer.com.