Terms and Conditions
Last Updated: August 18, 2023
1. Introduction
These terms and conditions ("Terms") outline the rules and regulations for the use of Theorist, Inc's Ferret Website. By accessing this website, you accept and agree to these Terms in full.
2. Content
Unless otherwise stated, Theorist, Inc and/or its licensors own the intellectual property rights for all material on Ferret. All intellectual property rights are reserved. You may view and/or print pages from the Website for your own personal use subject to restrictions set in these terms and conditions.
3. User-Generated and Submitted Material
The term "Your user content" pertains to materials (including but not limited to text, images, audio material, video material, and audio-visual material) that you submit to this website, for any intended purpose. When engaging in interactions, such as interviews or asynchronous exchanges, between experts, interviewees, and clients, it is understood and agreed that any content shared between these parties will be treated with the utmost confidentiality. Both experts and clients are bound by an agreement to limit the use of this content to the specific purposes agreed upon. By submitting user content, including engaging in interviews and other interactions, you acknowledge and agree that:
Theorist, Inc. acknowledges the confidential nature of the content exchanged during these interactions and is committed to maintaining its confidentiality.
Experts, interviewees, and clients, whether participating synchronously or asynchronously, shall not grant access to the content shared with them during the course of interviews or interactions to any other party, without the explicit consent of all involved parties.
Clients shall refrain from using the input, insights, or information shared by experts or other parties in any way that deviates from the initially agreed-upon purposes of the engagement.
4. No Warranties
Ferret is provided "as is," with all faults. Theorist, Inc makes no express or implied representations or warranties of any kind related to this Website or the materials contained on this Website. Additionally, nothing contained on this Website shall be construed as providing consult or advice to you.
5. Limitation of Liability
In no event shall Theorist, Inc, nor any of its officers, directors, and employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort, or otherwise. Theorist, Inc, including its officers, directors, and employees shall not be liable for any indirect, consequential, or special liability arising out of or in any way related to your use of this Website.
6. Disinformation Policy
6.1 Introduction
Theorist, Inc is committed to promoting the integrity and reliability of information disseminated through its platform. We have a zero-tolerance policy towards disinformation.
6.2 What is Disinformation?
Disinformation refers to false or misleading information created or disseminated with the intent to deceive, typically for the purpose of financial profit, causing harm, or influencing public opinion.
6.3 Our Approach
We use a variety of measures to prevent, detect, and take action against disinformation on our platform. These include:
Implementing robust content moderation policies and practices.
Utilizing artificial intelligence and machine learning tools to detect and remove disinformation.
Providing users with tools to report suspected disinformation.
6.4 Misinformation
You acknowledge and agree that Ferret is intended for legitimate research and knowledge acquisition purposes. You shall not use Ferret to disseminate false, misleading, or inaccurate information ("Misinformation") that could harm individuals, organizations, or society as a whole. In the event that Theorist determines, in its sole discretion, that you have used Ferret to disseminate Misinformation, Theorist reserves the right to terminate your access and use of Ferret immediately, without prior notice. Theorist's decision shall be final and binding.
6.4.1 No Liability
Theorist shall not be liable to you or any third party for any damages, losses, or claims arising out of the termination of your access to Ferret under this Misinformation clause.
By using Ferret, you agree to abide by this Misinformation clause, and you acknowledge Theorist's right to take appropriate action as outlined herein.
7. User Responsibilities
Users are responsible for the content they share on Ferret and are expected to adhere to our policies. Users found to be deliberately spreading disinformation may have their content removed and their accounts suspended or terminated.
8. Transparency and Updates
We are committed to transparency in our fight against disinformation. We will provide regular updates on our efforts and continuously refine our approach based on the evolving digital information landscape. These policies are subject to change without notice and were last updated on August 2, 2023. If you have any questions, please contact us.
9. Expert Calls
Experts on the platform must be 18 years of age or older to create a public expert profile and make themselves available for video calls/interviews at their discretion. Experts must not misrepresent themselves and exercise appropriate discretion when accepting call requests. All customers must disclose their identity to Theorist, Inc to process call requests and payments, including for calls with experts that are ultimately anonymized. Customers must not misrepresent themselves and will disclose the purpose of calls in their initial request. All customers have the option of revealing their identity to experts during calls. Questions for experts do not have to be shared before calls, but this may be helpful if some involve information that could be difficult to share. Experts can abstain from answering any questions that fall outside of their expertise or may pose a conflict and are encouraged in such cases to recommend additional sources when appropriate. All calls are recorded and video files are made available to customers following sessions to be used only for the purpose described in the call request. Calls that require additional preparation time may be accepted but may require an additional charge, which is disclosed prior to confirmation. Audio and video recordings are available for clients to download for 7 days before being permanently deleted.
10. Ferret Interviewers
When customers prefer to observe expert calls and remain off-screen and muted, Theorist can provide a professional interviewer/moderator to help draft a questionnaire and conduct interviews. All interviewers are experienced qualitative researchers with expertise in conducting expert interviews. Interviewers are available for a rate of $250 per hour.
11. Master Access Agreement
11.1 Introduction
Ferret, an AI chatbot for research, is an online product offered by Theorist, Inc. Ferret empowers its users to efficiently access information from various datasets, reports, and books through its built-in sources. The chatbot also serves as a platform for connecting individuals with expertise to clients seeking their insights. Ferret is utilized by a wide range of users, including corporate clients engaged in innovation research, authors, researchers, and business leaders.
11.2 Access and Use
11.2.1 License Grant
Subject to the terms and conditions of this Agreement, Theorist grants Client a non-exclusive, non-transferable, limited license to access and use Ferret for its internal research and knowledge acquisition purposes.
11.2.2 Usage Limitations
Client agrees to use Ferret solely for its intended purpose and in compliance with all applicable laws and regulations. Client will not reverse engineer, modify, distribute, or misuse Ferret in any way that could adversely impact its functionality or Theorist's business.
11.2.3 User Responsibilities
Client is responsible for ensuring the security of its account credentials and access to Ferret. Client shall promptly notify Theorist in case of any unauthorized use or security breach related to its account.
11.3 Payment and Credit
Ferret provides an equitable system for experts who contribute to its knowledge base to receive credit and compensation. Theorist will determine the compensation structure, and experts will be credited for their contributions. Compensation and credit details are managed by Theorist and are not within the scope of this Agreement. The compensation structure, including fees, deposits, any pass-through expenses, and payment terms, will be outlined in a Statement of Work (SOW) document. Upon your endorsement of a SOW, Theorist, Inc. will generate and issue invoices to you. By signing the SOW, you commit to settling all undisputed invoices in accordance with the payment terms specified in the relevant SOW. You acknowledge and agree that you are responsible for any applicable taxes that are detailed in the SOW, except for any income taxes payable by Theorist, Inc. As outlined in the SOW, the specific tax obligations and their associated terms will be clearly defined.
11.4 Confidentiality
Both Parties agree to maintain the confidentiality of any proprietary or confidential information obtained from the other Party during the course of using Ferret. This obligation extends beyond the termination of this Agreement.
11.5 Intellectual Property
11.5.1 Ownership
Ferret, including its underlying technology, remains the exclusive property of Theorist. Client acknowledges and agrees that no rights, title, or interest in Ferret or its intellectual property are transferred to Client under this Agreement.
11.5.2 Client Content
Any content provided by Client to Ferret remains the property of Client. Client grants Theorist a limited, non-exclusive license to use such content solely for the purpose of providing Ferret's services to Client.
11.6 Termination
Either Party may terminate this Agreement for convenience by providing written notice to the other Party. Upon termination, Client must cease all use of Ferret, and no refunds will be provided for any fees paid. Provisions related to confidentiality, intellectual property, and any ongoing obligations will survive termination.
11.7 Limitation of Liability
Except for indemnification obligations, neither Party will be liable for any special, indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement or the use of Ferret.
11.8 Governing Law and Dispute Resolution
11.8.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
11.8.2 Jurisdiction
Any disputes arising under or in connection with this Agreement shall be resolved through negotiation in good faith. If negotiation fails, the Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York.
11.9 Miscellaneous
11.9.1 Amendment
This Agreement may be amended only in writing and signed by authorized representatives of both Parties.
11.9.2 Entire Agreement
This Agreement constitutes the entire understanding between the Parties concerning the subject matter herein and supersedes any prior agreements or understandings, whether oral or written.
By using Ferret, you acknowledge and agree to the terms outlined in this Master Access Agreement.
12. Membership in Ferret Panel
12.1 Sole Discretion
Membership in the Ferret Panel is at the sole discretion of Theorist, Inc. Theorist reserves the right to determine who may become a member of the Ferret Panel and may exercise this discretion based on various criteria, including but not limited to expertise, qualifications, and suitability.
12.2 Application Review
If you apply to become a member of the Ferret Panel, Theorist will review your application based on the criteria it deems appropriate. Submission of an application does not guarantee acceptance into the Ferret Panel.
12.3 No Entitlement
The decision to grant or deny membership in the Ferret Panel is final and binding. You acknowledge that you are not entitled to membership solely by applying or meeting certain qualifications, and Theorist's decision shall be without liability to you.
12.4 Termination of Membership
Theorist may also terminate your membership in the Ferret Panel at its sole discretion, with or without cause, and without prior notice.
By applying for membership in the Ferret Panel, you acknowledge and agree to the terms outlined in this Membership in Ferret Panel clause.
13. Use of OpenAI API and Confidentiality
13.1 Integration with OpenAI API
Ferret utilizes the OpenAI API to enhance its capabilities and provide accurate responses. When interacting with Ferret, you understand that your inquiries and interactions may be processed using the OpenAI API.
13.2 Confidentiality of Information
Theorist, Inc. is committed to maintaining the confidentiality of your inquiries, interactions, and any information exchanged during your use of Ferret. The information you provide while using Ferret will be treated confidentially and handled in accordance with Theorist's Privacy Policy.
13.3 Non-Training
You acknowledge and agree that the information you provide through Ferret's interactions will not be used to directly train OpenAI's language model for impacting the responses received by other users of the platform. Your interactions with Ferret will contribute to improving the overall user experience without compromising the confidentiality of your inquiries.
13.4 Data Usage for Improvement
Theorist may, however, use anonymized and aggregated data generated from interactions to enhance the performance, functionality, and quality of Ferret.
By using Ferret and engaging with the OpenAI API, you accept and consent to the terms set forth in this Use of OpenAI API and Confidentiality clause. Your information will be treated with the utmost confidentiality, and your interactions will help shape a better experience for all users without compromising the integrity of your data.
14. Conflict of Interest and Expert Engagements
14.1 Conflict of Interest
Members of Ferret's expert panel ("Experts") are required to act in the best interest of providing accurate and unbiased information. Should an Expert become aware of any potential or actual conflict of interest that may compromise their ability to provide impartial responses, they must promptly notify Theorist, Inc. and discontinue any engagement that could be influenced by such conflict.
14.2 Vetting Process
Experts applying to join Ferret's expert panel acknowledge the importance of honesty and transparency during the vetting process. Experts must provide accurate information about their qualifications, expertise, and affiliations. Misrepresenting oneself, qualifications, or affiliations during the application and vetting process is strictly prohibited.
14.3 Verification and Ongoing Review
Theorist reserves the right to verify the information provided by Experts during the application and vetting process. Additionally, Theorist may conduct ongoing reviews to ensure that Experts continue to meet the requirements and standards set forth by Ferret.
14.4 Expert Responsibility
By becoming a member of Ferret's expert panel, you agree to comply with the Conflict of Interest and Expert Engagements clauses outlined in this section. You understand that maintaining honesty, integrity, and avoiding conflicts of interest are essential to preserving the credibility and effectiveness of Ferret's knowledge-sharing platform.
15. Intellectual Property
15.1 Ownership of Content
All content, information, and data provided by users during interactions with Ferret remain the property of the respective users. Theorist, Inc. does not claim ownership over user-generated content.
15.2 Usage of Anonymized Data
Theorist may collect, use, and analyze anonymized and aggregated data generated from user interactions for the purpose of improving the platform's functionality, performance, and user experience. This data will not identify individual users.
16. User Conduct
16.1 Responsible Conduct
Users are expected to engage in respectful, ethical, and responsible behavior while using Ferret. Harassment, hate speech, abusive conduct, or any form of malicious activity are strictly prohibited.
17. Modification of Service
17.1 Service Changes
Theorist reserves the right to modify, suspend, or discontinue any aspect of the Ferret service, including features, functionalities, or access. Reasonable notice will be provided for significant changes.
18. Disclaimer of Warranties
18.1 No Warranty
Theorist provides Ferret on an "as is" and "as available" basis. Theorist makes no warranties, express or implied, regarding the accuracy, reliability, availability, or suitability of the service for any purpose.
18.2 Limitation of Liability
Theorist shall not be liable for any indirect, consequential, special, or punitive damages arising from the use of Ferret. In no event shall Theorist's total liability exceed the amount paid by the user for access to Ferret.
19. Indemnification
19.1 User Responsibility
Users agree to indemnify and hold harmless Theorist, its affiliates, directors, employees, and partners from any claims, damages, losses, liabilities, costs, or expenses resulting from their use of Ferret, including violations of these terms, intellectual property disputes, or harm caused to others.
20. Governing Law and Jurisdiction
20.1 Governing Law
These terms and conditions are governed by and construed in accordance with the laws of the State of New York, United States.
20.2 Jurisdiction
Any disputes arising from or relating to these terms shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York.
20.3 Waiver of Jury Trial
Any dispute, controversy, or claim arising out of or relating to the confidentiality and use of user content, including any interactions or engagements, shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration proceedings shall take place in New York, New York. The arbitrator's decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
21. Severability
If any provision of these terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
