Terms of Service

1. The Agreement

These Terms of Service, along with the signup page and the Privacy Policy (collectively, the "Agreement"), govern your use of the services and software provided by Decode It, Inc. ("Decode It," "we," "us," or "our"), a Delaware corporation with its principal place of business at 225 West 34th Street, Fl 9, New York, NY 10122. PLEASE READ THESE TERMS CAREFULLY. BY CLICKING "CREATE ACCOUNT" OR ACCESSING ANY SERVICE WE OFFER, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE AGREEMENT.IMPORTANT NOTICE: THESE TERMS CONTAIN AN AGREEMENT FOR BINDING ARBITRATION (SECTION 12); THAT  YOU WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION (SECTION 13); AND THAT THE NEW YORK LAW APPLIES TO ALL INTERACTIONS BETWEEN YOU AND DECODE IT (SECTION 11).

2. Beta License & Scope

Beta License: Decode It grants you a limited, non-exclusive, revocable license to access and use the Data Glossary and Lineage Engine (each a “Service” and together the “Services”) during the Beta period (the "Trial Period") solely and only in compliance with the Agreement (the “License”).Trial Duration: The Trial Period is currently estimated to be three (3) months, though we reserve the right to extend or terminate the trial at our discretion."As-Is" Service: You acknowledge that the Services are currently in Beta. All Services areIt is provided on an "AS-IS" and "AS-AVAILABLE" basis. We make no warranties of any kind, express, implied, or otherwise, including regarding the accuracy of AI-generated definitions or the completeness of lineage graphs, or general service availability or data accuracy.

3. Account Creation & Security

To use a Service, you must create an account providing your name, email address, password, and organization name.All account information must be, and you providing such information is your representation and warranty to us that all account information is, true, complete, and accurate.Your account is to be used only by You. Only authorized users of your organization may access your account. You agree to not permit others to access or use your account and to not assign or otherwise transfer your account to any other person, organization, or entity. You are solely responsible for safeguarding your account, passwords and log-in credentials, and for all activity, conduct, and communications using your account. We are not responsible for, and will have no liability whatsoever arising from or related to, any unauthorized access to your account, any loss of credentials or password, or to any unauthorized use. You must notify us promptly of any unauthorized use of your account.You may delete your account at any time by navigating to theto “Delete [Account Name]” button in the Admin console in the application or sending us an email at support@decodeitnow.com.

4.Customer Responsibilities & Data Access

Read-Only Role: You agree to create and maintain a read-only role for Decode It within your Snowflake environment.Metadata Only: You shall not provide us with access to raw data records or values. We only extract and store metadata, and transformation logic (including but not limited to query history and dbt artifacts), and data source system information from Fivetran. Human Review: You are solely responsible for reviewing and approving any definitions or lineage mappings drafted by our AI before relying on them for business purposes.

5. Use Policy and Your Representations

You agree and represent and warrant to us that:You will use the Services only for lawful purposes in compliance with all applicable federal, state, and local laws, codes, regulations (the “Law”).You own or have all necessary right and permissions to use and provide to us the data and information you do provide, and that you so providing it will not violate any Law, a duty obligation you may have, or the rights of any third-party (to include any copyright, trademark, moral, or other intellectual property right; any privacy, name, image, or likeness right; or any proprietary or confidentiality right).You will not use the Services in any manner that is in any way harmful, abusive, harassing, defamatory, libelous, threatening, or offensive, or in any way encourages, promotes, or incites violence, harm, hatred, or illicit or illegal activity.You agree that you will not, directly or indirectly, with or through another, (a) make any attempt to hack, decompile, reverse engineer any aspect, feature, tool, or code of the Services, (b) seek or attempt to seek to circumvent, disable, or interfere in any way with the Services or any of their features, tools, functionality and use, or (c) take any action that would upload or distribute, or attempt to distribute, any virus, cancel bots, Trojan horse, worms, malware, ransom ware, ad ware, logic or time bombs, or any other similar or malicious technology.You will not use the Services to harvest, collect, gather or assemble, or disseminate  information or data regarding other users, including any personal information or e-mail addresses, without their explicit prior consent.

6. Ownership & Intellectual Property

Customer Data: You retain all right, title, and interest in your data, information, and content, and your extracted metadata and SQL logic (collectively as “Your Data”). You grant us a limited, non-exclusive, fully paid up, royalty free limited license to access, use, process,  reproduce, transfer, and store Your Data for the purposes of providing the Services, our performance and compliance with the Agreement and law, and to evaluate, modify, and improve our services.AI Outputs: To the extent permitted by law, you own the specific definitions and lineage configurations generated for your account once they are modified or approved by you.Feedback: If you provide any suggestions, comments, or improvements (collectively “Feedback”) to us, you do so without further or additional compensation to you, and you grant us an irrevocable, non-exclusive, fully-paid up, and royalty fee license to use, publish, share, and exploit all such Feedback worldwide, as we determine in our sole and complete discretion.

7. Termination

Either party may terminate theAgreement at any time for any reason by providing written notice or by deleting the account. Upon termination:Your right to use the Services ceases immediately.Decode It will delete your account and connection credentials, and logically delete your processed metadata within 30 days. You agree that we have no duty or responsibility to maintain or store any of Your Data.

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES, OR ANY SERVICE, WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE, OR WILL MEET YOUR SPECIFIC OR EXACT REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICES.

9. Limitation of Liability And Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WE BOTH AGREE THAT IN NO EVENT WILL EITHER PARTY (NOR OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES, AND SUCCESSORS) BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICES, OR YOUR RELATIONSHIP WITH US AND OUR AFFILIATES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, OR OPPORTUNITIES, CORRUPTION OF DATA OR PROGRAMS, AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF ONE PARTY OR BOTH PARTIES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED ON  CONTRACT, WARRANTY, STATUTE OR CODE, OR TORT.

IN NO EVENT WILL DECODE IT, INC. (OR ANY OF ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES, AND SUCCESSORS) AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER, IN CONNECTION WITH OR ARISING OUT OF THE AGREEMENT, THE SERVICES, OR YOUR RELATIONSHIP WITH US, EXCEED THE LESSER OF EITHER (A) THE AMOUNTS YOU PAID TO US IN THE SIX MONTHS PRECEDING THE FIRST EVENT OR CAUSE GIVING RISE TO ANY CLAIM, OR (B) THE AMOUNT OF USD $750.00 OR ITS EQUIVALENT.

10. Indemnification

You agree to indemnify and hold harmless Decode It, Inc. (and its directors, officers, shareholders, employees, agents, affiliates, and successors) from any claims, demands, causes of action, liabilities, damages, losses, injuries, costs, and expenses (including but not limited to reasonable attorneys’ fees) relating to or arising out of (a) any violation by You of the Agreement; (b) Your breach of any agreement with Us; (c) Your violation of Law; and (d) any data, information, or content You provide which violates, or is claimed to violate, a third-party’s rights.

11. Governing Law

The Agreement and your relationship with us shall be governed by the laws of the State of New York, without regard to any choice of law or its conflict of law principles.

12. Dispute Resolution: Arbitration

Please read this section carefully.

12.1  Disputes. While we do not expect to have any dispute with you, we want to ensure a fair and efficient process to resolve a dispute should one arise. This Section 12 applies to all disputes and grievances; all claims, cause of actions, demands, damages, losses, and injuries, whether arising by contract, tort, statute or law, regulation, warranty, or otherwise; and the interpretation and construction of any part of the Agreement (each and collectively, a “Dispute”). You and we each understand that the law may grant you and us the right to bring a lawsuit in public court and to have certain claims decided by a jury. You and we each give up and waive all such rights in favor of the dispute resolution procedures in this Section 12. Each and every Dispute shall be addressed and resolved as follows:

12.2  First: Informal Resolution. Subject to Section 12.5 below, You and We agree to attempt to avoid the risks and expense inherent in formal dispute resolution by giving each party a full and fair opportunity to address and resolve the Dispute informally. Except for those Disputes eligible to be resolved in small claims court or our collecting on amounts owed to us, the party asserting the Dispute must send to the other party a “Notice of a Dispute,” which is a written statement that sets forth the name, address, and contact information of the party giving the notice, detailed factual information sufficient to evaluate the merits of the claiming party’s individualized claim, and the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. You must send your Notice to Decode It, Inc., Attention: Legal, 225 West 34th Street, 9th Floor, New York, NY 10122. We will send our Notice to you at the contact information we have available. You and we will then attempt to resolve the Dispute through informal negotiation within sixty (60) days beginning from the date the Notice of a Dispute is sent. This informal negotiation requires an individual meet-and-confer in person, or via teleconference or videoconference, that addresses only the Dispute stated in the Notice (the “Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to individually participate. We will participate in the Conference through one or more representatives, which may include our counsel. After the end of the sixty (60) day informal negotiation period and not before, and only after the completion of the Conference with respect to a Dispute, you or we  may then utilize arbitration under Section 12.3 below.

12.3  Arbitration. Subject to Section 12.5 below, If a matter is not resolved under Section 12.2, ; or you or we do not either respond to Notice of Dispute within twenty-one (21) days or attend the Conference without reasonable justification, then either you or we may initiate arbitration to resolve the Dispute as stated in the Notice of Dispute. No other Disputes may be added without the other Party’s prior written consent; that is, all Disputes are subject first Informal Resolution under Section 12.2 above. Arbitration shall be with the American Arbitration Association (“AAA”)  under its Commercial Rules, as modified under these Terms. The Arbitrator is authorized to and shall award to the proper party, or parties, all relief and remedies, if sufficiently proven and established, as could a public court of law. Further, nothing in this Section 12 precludes either you or us from reporting to any government agency any violation of the law, or participating in any administrative or other action.

12.4  Arbitration Procedures. This Section 12 is intended to modify, and shall control over any conflict with, AAA Rules and procedures. Without establishing that discovery is permissible, any discovery, if and as permitted, shall be limited to no more than six (6) interrogatories, including discrete sub-parts; five (5) specific, narrowly tailored requests for production (general, broad, and all-encompassing requests are not permitted); and depositions shall be no more than four hours of testimony.

12.5  Exceptions. Sections 12.2 and 12.3 need not be followed for either (a) our collection of any fees or other amounts owed to us, where the relief sought is only collection of the amounts (any counterclaims remain subject to Sections 12.1–12.4); (b) a request for an emergency or temporary restraining order, and/or for a preliminary injunction, however, no later than after a Court issues a preliminary injunction or makes a determination on such application for injunctive relief, the parties shall submit any Dispute or matter, including those which are the basis for seeking injunctive relief, to the arbitration procedures set forth in this Section 12, such that the Arbitrator will decide the merits of all Disputes, claims, and matters, including the underlying merit of the injunctive or equitable relief, the merit and propriety of any permanent injunction, and any claims or issues regarding the seeking or issuance of any injunctive relief or any bond imposed by the Court.

13. Class Action Waiver

We and you each agree that each must bring any Dispute, and any dispute, claim, cause of action, lawsuit, or proceeding, of any kind and nature, and whether based in statute, equity, or otherwise, solely in an individual capacity and on an individual basis, and may not be on a collective basis nor consolidated with any other claims, suit, arbitration, or proceeding involving others. You and We further agree that any court, arbitrator, or other decision maker may not consolidate more than one party’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator under Section 12 shall have no jurisdiction whatsoever to hear such claims. If a court or arbitrator finds that the Waiver in this Section 13 is unenforceable as to all or some parts of a Dispute, then the waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding under Section 12.

14. General Provisions

14.1 Electronic Communications. The communications between you and us use electronic means, whether emails or  through the Services or any platform. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.

14.2 Force Majeure. We will not be liable for any delay or failure to perform resulting from causes outside our foreseeable and reasonable control, which include but are not limited to, acts of God, natural disasters (including earthquakes, hurricanes, wildfires,  and the like), floods, war, terrorism, riots, embargoes, fires, accidents, pandemics, disease, strikes, or civil orders or moratoriums.

14.3 Assignment. You may not (by contract, operation of law or otherwise) assign any rights or remedies You have in the Agreement or any Service, without our prior written consent, which may be granted or withheld in our sole discretion. Subject to the foregoing restriction, any assignment will be fully binding upon, inure to the benefit of, and be enforceable by your and our respective successors, assigns, and legal representatives.

14.4  Nonwaiver. Our failure to insist upon or enforce strict performance of any provision of the Terms or to exercise any right or remedy will not be interpreted or construed as a waiver or relinquishment to any extent of our rights to assert or rely on any such provision, right, or remedy in that or any other instance; rather, the same will be and remain in full force and effect.

14.5  Modifications. We may update these Terms, or any part of the Agreement, at any time, and you agree to all such changes. We encourage you to periodically review the Agreement for the latest information.

14.6  Severability. If a court or arbitrator determines that any part of the Agreement is invalid, illegal, or unenforceable, all other terms and provisions shall remain unchanged and in full effect, and the court or arbitrator may sever so much of the offending portion as is necessary to render all remaining portions valid and enforceable.

15. Contact Us

If you have any questions about these Terms of Service, please contact us at:

Decode It, Inc.

225 West 34th Street                                    

9th Floor 

New York, NY 10122

Email: support@decodeitnow.com