These Terms of Service ("Terms") govern your access to and use of The Ledger, a research intelligence platform operated by Significant Machine, LLC, a District of Columbia limited liability company ("Significant Machine," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
Significant Machine grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business purposes, subject to these Terms and the applicable Subscription Plan.
You must provide accurate and complete information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Significant Machine a limited, non-exclusive license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and improve the Service in accordance with these Terms and the Privacy Policy.
Significant Machine does not use Customer Data to train generalized artificial intelligence or machine learning models.Customer Data is processed by third-party AI providers solely to generate AI Outputs for Customer's use within the Service. See the Sub-Processor List in our Privacy Policy for details.
The Service uses artificial intelligence, including large language models provided by third parties (see Sub-Processor List), to generate AI Outputs. AI Outputs are machine-generated and probabilistic. They may contain errors, inaccuracies, omissions, or fabricated information ("hallucinations").
Customer acknowledges that:
When you use AI features, your input data (including transcripts, research documents, notes, and previously extracted insights) is transmitted to third-party AI providers for processing. These providers process your data solely to generate the requested AI Output and do not use your data to train their general-purpose AI models per their commercial API terms as of the date of these Terms. See the Sub-Processor List in our Privacy Policy.
You may not use the Service to:
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ALL PARTICIPANTS IN ANY MEETING, CALL, OR CONVERSATION RECORDED USING THE SERVICE HAVE BEEN NOTIFIED OF AND CONSENTED TO THE RECORDING IN ACCORDANCE WITH ALL APPLICABLE LAWS. SIGNIFICANT MACHINE DOES NOT MONITOR OR ENFORCE RECORDING CONSENT AND ACCEPTS NO LIABILITY FOR UNAUTHORIZED RECORDINGS.
THE SERVICE IS NOT A HIPAA-COVERED ENTITY OR BUSINESS ASSOCIATE. SIGNIFICANT MACHINE HAS NOT EXECUTED A BUSINESS ASSOCIATE AGREEMENT (BAA) WITH ANY PARTY. THE SERVICE IS NOT DESIGNED, INTENDED, OR CERTIFIED FOR USE WITH PROTECTED HEALTH INFORMATION ("PHI") AS DEFINED BY THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA").
CUSTOMER ACKNOWLEDGES AND AGREES THAT:
If Customer requires HIPAA-compliant data processing, Customer should not use this Service until a BAA is executed and the Service has been certified for PHI handling.
The Service is offered under subscription plans (Solo $29/month, Team $59/month) billed monthly via Stripe. Subscriptions renew automatically unless canceled at least 30 days before the next billing cycle. No refunds are provided for partial billing periods. Significant Machine reserves the right to change pricing with 30 days' written notice.
Free trials and pilot evaluations are provided "as is" with no service level commitments. Trial periods expire automatically at the end of the specified evaluation period.
Either party may terminate this agreement:
Upon termination or expiration:
Significant Machine and its licensors retain all right, title, and interest in the Service, including all software, algorithms, models, documentation, trademarks, and related intellectual property. Nothing in these Terms transfers ownership of the Service or any Significant Machine intellectual property to Customer.
Customer retains ownership of Customer Data and any work product created by Customer using the Service.
AI Outputs generated by the Service are provided for Customer's use but may not be eligible for copyright protection under applicable law. The U.S. Copyright Office has stated that AI-generated works without meaningful human authorship are not eligible for copyright registration. Significant Machine makes no representation regarding the copyrightability of any AI Output and does not warrant that AI Outputs are free from third-party intellectual property claims.
Each party agrees to keep confidential all non-public information received from the other party that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party may disclose Confidential Information only to its employees and contractors who need to know it and who are bound by confidentiality obligations at least as protective as these Terms.
Confidential Information excludes information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was known to the receiving party before receipt; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is received from a third party without restriction.
Customer Data is Customer's Confidential Information.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF AI OUTPUTS, OR UNINTERRUPTED OR ERROR-FREE OPERATION.
SIGNIFICANT MACHINE DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) AI OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR FREE OF FABRICATED CONTENT; (D) THE PHI DETECTION FEATURE WILL IDENTIFY ALL INSTANCES OF PROTECTED HEALTH INFORMATION; OR (E) ANY DEFECTS WILL BE CORRECTED.
EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO SIGNIFICANT MACHINE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).
FOR FREE TRIALS, PILOT PERIODS, AND BETA FEATURES, THE AGGREGATE LIABILITY CAP IS ONE HUNDRED DOLLARS ($100.00).
THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; (B) EITHER PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS; (C) CUSTOMER'S PAYMENT OBLIGATIONS; (D) LIABILITY ARISING FROM FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; (E) LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.
EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND REFLECT AN ALLOCATION OF RISK THAT EACH PARTY FINDS ACCEPTABLE. THE FEES CHARGED BY SIGNIFICANT MACHINE REFLECT THIS ALLOCATION OF RISK.
Significant Machine will defend, indemnify, and hold harmless Customer from and against any third-party claim that the Service (excluding Customer Data and AI Outputs) infringes a valid U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will pay all damages finally awarded or settlements approved in writing.
Significant Machine's indemnification obligations do not apply to claims arising from: (i) Customer's modifications to the Service; (ii) Customer's combination of the Service with non-Significant Machine products; (iii) Customer's use of the Service in violation of these Terms; (iv) AI Outputs; or (v) open-source components used under their respective licenses.
Customer will defend, indemnify, and hold harmless Significant Machine, its officers, directors, employees, and agents from and against any third-party claim arising from:
The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense. The indemnifying party may not settle any claim that imposes obligations on the indemnified party without written consent.
Customer acknowledges that Significant Machine, LLC is a limited liability company. No member, manager, officer, employee, or agent of Significant Machine, LLC shall be personally liable for any obligation of Significant Machine, LLC under these Terms or for any claim related to the Service.
These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict of laws principles. Any dispute arising from these Terms will be resolved through binding arbitration administered by the American Arbitration Association in Fairfax County, Virginia, except that either party may seek injunctive relief in any court of competent jurisdiction. The prevailing party is entitled to recover reasonable attorneys' fees.
Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, power failures, internet outages, or failures of third-party service providers (including AI model providers, cloud hosting, and payment processors).
Significant Machine may update these Terms by posting revised Terms on the Service and providing at least thirty (30) days' notice via email to the account owner. Continued use of the Service after the effective date of any modification constitutes acceptance. If Customer does not agree to the modified Terms, Customer may terminate before the effective date.
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
These Terms, together with the Privacy Policy and any applicable Order Form or Pilot Agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings.
Customer may not assign these Terms without Significant Machine's prior written consent. Significant Machine may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
The failure of either party to enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
Significant Machine, LLC
Email: legal@significantmachine.com
These Terms have been prepared based on current legal guidance for B2B SaaS platforms. They are not a substitute for advice from a qualified attorney. Significant Machine recommends that Customers consult with their own legal counsel regarding these Terms.