Hamlet Terms of Service
These Hamlet Terms of Service (these “Terms”) govern the use of the Services as made available by Hamlet, Inc. (“Hamlet”) by you or the company or entity on whose behalf you enter into these Terms (“Customer”). Hamlet and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
1. AGREEMENT TO TERMS AND CONDITIONS.
These Terms are effective, and you agree to be bound by these Terms, as of the date you complete or have completed the Hamlet account creation process by clicking a button titled “Sign Up” and verifying your email address (the “Effective Date”). If you have not created an account and are only using the content and other Services freely available on the Site, the date you first begin using the Services is the Effective Date.
If you are accepting these Terms on behalf of Customer, you represent and warrant that you have the authority to bind Customer to these Terms. By using the Services, you represent that you are at least eighteen (18) years old and have the legal capacity to enter into these Terms.
2. DEFINITIONS.
(a) “Aggregate Data” means any data that is derived or aggregated in deidentified form from Customer’s and/or its Authorized Users’ use of the Services or Inputs, including, without limitation, any usage data or trends with respect to the Services.
(b) “Authorized Users” means employees or contractors authorized by Customer to use the Services.
(c) “Documentation” means the documentation relating to the Services if and as provided by Hamlet to Customer (including any revised versions thereof), which may be updated from time to time upon notice to Customer.
(d) “Government Content” means government meeting transcripts, video recordings, agendas, minutes and other records of public governmental proceedings, and related documents, made available through the Services that are derived from publicly available government sources.
(e) “Hamlet IP” means the Services, the underlying software provided in conjunction with the Services, the daily intelligence reports generated by the Services, the publications and other content made available on the Site (excluding Government Content), algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, Documentation and Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
(f) “Input” means Customer’s searches, commands, information, instructions or other inputs into the Services that influence the behavior of the Services or Output, but excluding, for clarity, any Aggregate Data.
(g) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
(h) “Output” means content, reports, or other information generated by the Services through Hamlet’s or its third-party licensors’ algorithms or artificial intelligence tools used in connection with providing the Services in response to Customer’s interaction with certain features or functionality of the Services.
(i) “Services” means the civic intelligence platform, together with any related websites, data, reports, alerts, application programming interfaces (APIs) and other products or services made available by Hamlet, or as otherwise described on the Site or in any Proposal.
(j) “Site” means the Hamlet website available at https://www.myhamlet.com/.
3. PRIVACY NOTICE.
Please review Hamlet’s Privacy Notice, available at https://www.myhamlet.com/privacy (the “Privacy Notice”), which also governs how Hamlet collects, uses and shares Customer’s and Authorized Users’ information.
4. ACCESS AND USE.
(a) Services. Subject to these Terms, Hamlet hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 12(c)) right to use (and permit Authorized Users to use) the Services in accordance with the Documentation and these Terms.
(b) Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Services or the Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for the benefit of Customer in accordance with these Terms; (iv) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity; (v) use the Services to harass, abuse, or harm another person or entity or in a manner that violates any applicable laws or regulations; (vi) attempt to gain unauthorized access to any part of the Services, or interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; or (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Hamlet for use expressly for such purposes.
(c) Suspension of Services. Hamlet may suspend Customer’s access to and use of the Services, including suspending access to or terminating Customer’s account, at any time and without prior notice, if Hamlet determines in its sole discretion that Customer may be using the Services in violation of these Terms.
(d) Authorized Users. Customer may permit Authorized Users to use the Services in accordance with the Documentation and these Terms, provided that Customer is responsible for all activities that occur under its account and all acts or omissions by its Authorized Users in connection with their use of the Services and their compliance with these Terms, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 4(b). Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Hamlet if Customer knows or reasonably suspects that any user name and/or password has been compromised.
(e) Ownership of Hamlet IP. Subject to the limited rights expressly granted hereunder, Hamlet reserves and, as between the Parties, will solely own the Hamlet IP and all rights, title and interest in and to the Hamlet IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
(f) Feedback. From time to time Customer or its employees, contractors or representatives may provide Hamlet with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Hamlet a perpetual, irrevocable, royalty-free and fully paid-up license to use and exploit all Feedback in connection with Hamlet’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.
(g) Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”). Hamlet does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto.
(h) Government Content. Government Content is generally in the public domain or subject to open records laws, and Hamlet does not claim ownership of Government Content. Hamlet does not create Government Content and is not responsible for the accuracy, completeness, legality or availability of any Government Content. Customer should verify critical information by reviewing the original sources of Government Content.
5. FEES.
Certain Services require Customer to pay a fee as set forth on the checkout page of Hamlet’s legacy account creation process (“Pro Services”) or to speak with a Hamlet sales representative, after which Hamlet will issue to Customer a proposal detailing the scope and pricing information for such Services (each, a “Proposal”). Customer shall pay Hamlet the non-refundable fees set forth on the checkout page of Pro Services or the Proposal, as applicable (the “Fees”).
For Pro Services, Hamlet will charge Customer’s selected payment method (such as a credit card) for any Fees on the applicable payment date, including any applicable taxes. If Hamlet cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Hamlet will attempt to charge the payment method again as Customer may update its payment method information.
For Services subject to a Proposal, unless otherwise set forth in the applicable Proposal, Hamlet will issue invoices to Customer in advance during the Term, at the cadence and as set forth in the Proposal. Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. Unless otherwise set forth in the applicable Proposal, Hamlet may change the Fees upon thirty (30) days’ prior notice to Customer, and any such change will take effect at the start of Customer’s next applicable billing cycle. If Customer fails to make any payment when due, Hamlet may suspend Services until all payments are made in full. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Hamlet hereunder, other than any taxes imposed on Hamlet’s income.
6. CONFIDENTIAL INFORMATION.
(a) Confidentiality. “Confidential Information” means any information that Hamlet provides to Customer in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services, the Documentation and the pricing and other terms of any Proposal will be deemed Confidential Information of Hamlet. Customer will not use or disclose any Confidential Information except as necessary to perform its obligations or exercise its rights under these Terms, and will protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Customer may disclose Confidential Information only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to exercise Customer’s rights under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in these Terms, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to Customer providing to Hamlet reasonable prior written notice to allow Hamlet to seek a protective order or otherwise contest the disclosure.
(b) Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of these Terms by Customer; (ii) is rightfully known by Customer at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by Customer without access to or use of any Confidential Information that can be evidenced in writing; or (iv) is rightfully obtained by Customer from a third party without restriction on use or disclosure.
7. PUBLICITY.
Customer hereby grants Hamlet the right to use and refer to Customer’s name, trademarks, service marks, and logos, subject to Customer’s trademark usage guidelines communicated in writing by Customer to Hamlet, in any marketing materials, business development activities, press releases or other publicity-related matter for the purpose of marketing, publicizing or promoting Hamlet’s business, including identifying Customer as a customer of Hamlet.
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
(a) Mutual Representations. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into these Terms; and (ii) the execution, delivery and performance of these Terms by it have been duly authorized by all necessary actions and do not violate its organizational documents.
(b) Disclaimer. THE SERVICES AND OTHER HAMLET IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND HAMLET MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, TO CUSTOMER OR TO ANY OTHER PARTY REGARDING THE HAMLET IP, THE SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. WITHOUT LIMITING THE FOREGOING, HAMLET HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND HAMLET DOES NOT WARRANT THAT (I) THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, (II) THE RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE, (III) THE QUALITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS, OR (IV) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
(c) Artificial Intelligence Disclaimer. DUE TO THE NATURE OF MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE, OUTPUT MAY NOT BE UNIQUE AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OR OTHERWISE UNDESIRABLE, OR IT MAY HALLUCINATE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT MAY BE DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER’S COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, HAMLET WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT OR GOVERNMENT CONTENT, OR ANY CLAIM THAT OUTPUT INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. CUSTOMER WILL EVALUATE THE CONTENT, NATURE, TONE AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT.
9. TERM AND TERMINATION.
(a) Term. These Terms will commence on the Effective Date and will remain in effect as specified on the applicable Proposal (the “Term”). These Terms will automatically renew for additional periods of the same duration as the Term, unless Customer gives thirty (30) days’ prior written notice of its intent not to renew.
(b) Termination. Either Party may terminate these Terms, effective on written notice to the other Party, if the other Party materially breaches these Terms, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
(c) Survival. This Section 9(c) and Sections 1, 2, 4(b), 4(c), 4(e), 4(f), 5, 6, 8, 9(d), 10, 11 and 12 survive any termination or expiration of these Terms.
(d) Effect of Termination. Upon expiration or termination of these Terms: (i) the rights granted pursuant to Section 4(a) will terminate; and (ii) Customer will return or destroy, at Hamlet’s sole option, all Confidential Information in its possession or control, including permanent removal of such Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Hamlet’s request, certify in writing to Hamlet that the Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.
10. LIMITATION OF LIABILITY.
(a) Limitation of Liability. EXCEPT FOR (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, USE, GOODWILL, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS.
(b) Total Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HAMLET’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS EXCEED THE GREATER OF $100.00 OR THE FEES ACTUALLY PAID BY CUSTOMER TO HAMLET IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THESE TERMS, LESS ALL AMOUNTS PAID BY HAMLET TO CUSTOMER FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THESE TERMS, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT HAMLET WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
11. INDEMNIFICATION.
(a) Indemnification by Hamlet. Subject to Section 8 and Section 11(b), Hamlet will defend Customer against any claim, suit or proceeding brought by a third party (“Claims”) alleging that Customer’s use of the Services infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Hamlet (including reasonable attorneys’ fees) resulting from such Claim.
(b) Exclusions. Hamlet’s obligations under Section 11(a) will not apply if the underlying Claim arises from or as a result of: (i) Customer’s breach of these Terms, negligence, willful misconduct or fraud; (ii) Customer’s failure to use any enhancements, modifications, or updates to the Services that have been provided by Hamlet or Customer’s continued use of a prior version of the Services that has been superseded by a non-infringing version subsequently released by Hamlet; (iii) modifications to the Services by anyone other than Hamlet; or (iv) combinations of the Services with software, data or materials not provided by Hamlet.
(c) Indemnification by Customer. Customer will defend, indemnify and hold harmless Hamlet and its officers, directors, employees and agents (collectively, “Hamlet Indemnitees”) from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against any Hamlet Indemnitee, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against any Hamlet Indemnitee that: (i) is based on Customer’s or an Authorized User’s use of the Services or Documentation to the extent such use was not in accordance with these Terms; (ii) is based on any of Customer’s products or services; (iii) is based on Customer’s or an Authorized User’s violation of any third-party right, including any privacy or intellectual property right, other than a Claim for which Hamlet is obligated under Section 11(a); or (iv) is based on a breach of Section 4(b) by Customer.
12. GENERAL.
(a) Entire Agreement. These Terms, including any Proposals and the Privacy Notice, are the complete and exclusive agreement between the Parties with respect to their subject matter and supersede any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to their subject matter, including the Hamlet Terms of Service last updated January 24, 2025.
(b) Changes to these Terms or the Services. Hamlet may update these Terms from time to time in Hamlet’s sole discretion by posting the updated Terms to the Site or by sending other communications to Customer. Customer’s continued access to or use of the Services after the updated Terms become effective constitutes Customer’s acceptance of the updated Terms. If Customer does not agree to be bound by the changes, Customer may not use the Services anymore. Because Hamlet’s Services are evolving over time, Hamlet may change or discontinue all or any part of the Services, at any time and without notice, at Hamlet’s sole discretion.
(c) Assignment. Hamlet may freely assign or transfer these Terms without restriction. Customer may not assign or transfer these Terms, by operation of law or otherwise, without Hamlet’s prior written consent, not to be unreasonably withheld. Any attempt to assign or transfer these Terms without such consent will be void. Subject to the foregoing, these Terms are binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
(d) Notices. All notices required to be sent hereunder will be in writing via email and will be deemed to have been given to Hamlet on the date the email was sent to help@myhamlet.com without a bounce-back message if sent during normal business hours of Hamlet, and on the next business day if sent after normal business hours of Hamlet.
(e) Relationship of the Parties. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent.
(f) Waiver. Either Party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the Party granting the waiver.
(g) Severability. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of these Terms will remain in full force and effect.
(h) Export Regulation. Customer will comply with all applicable export, sanctions and foreign corruption laws and regulations of the United States (“Trade Laws”) to ensure that the Services are not: (i) exported or re-exported directly or indirectly in violation of Trade Laws; or (ii) used for any purposes prohibited by the Trade Laws.
(i) Governing Law; Dispute Resolution.
(A) All disputes under or relating to this Agreement shall be resolved by mandatory binding arbitration. These Terms will be governed by and construed in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), and, to the extent not inconsistent with the FAA, the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these Terms that is permitted to be brought in court under subsection (C) below will be brought exclusively in the federal or state courts located in Alameda County, California and the Parties irrevocably consent to the personal jurisdiction and venue therein.
(B) Binding Arbitration. Except as set forth in subsection (C) below, any dispute, claim or controversy arising out of or relating to these Terms or the Services, including the breach, termination, enforcement, interpretation or validity of these Terms (each, a “Dispute”), that is not resolved under subsection (i) above will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. If there is any inconsistency between this Section and such rules, this Section will control. A single arbitrator will resolve the Dispute and will be selected by mutual agreement of the Parties or, if the Parties are unable to agree, appointed by the AAA. The arbitration will be conducted in Alameda County, California, and the Parties irrevocably consent to such venue. All statutes of limitation applicable to any Dispute will apply to any arbitration proceeding. All discovery will be limited to matters directly relevant to the Dispute and subject to limitation by the arbitrator to a level commensurate with the amount in controversy and the complexity of the issues involved. The arbitration and any award will be confidential, except as necessary to enforce the award or as required by law. Judgment upon any award may be entered in any court having jurisdiction.
(C) Exceptions. Notwithstanding the foregoing, either Party may seek temporary, preliminary or permanent injunctive relief or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of its Intellectual Property Rights or Confidential Information.
(j) U.S. Government End Users. The Services were developed solely at private expense and are “commercial products,” “commercial items,” or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Services by or on behalf of the U.S. Government is subject to restrictions as set forth in these Terms as consistent with federal law and regulations. If these Terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Services.