Please read these terms carefully. They define the legal relationship between you and Fdbk.
For the purposes of these Terms of Service, the following capitalized terms shall have the meanings set forth below:
2.1 Provision of Service. Subject to Customer's compliance with these Terms and the payment of all applicable Fees, Seraro grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the SaaS Service during the Subscription Term solely for Customer's internal business purposes.
2.2 Restrictions. Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, or disassemble the Service; (b) modify, adapt, or create derivative works of the Service; (c) use the Service to build a competitive product or service; (d) bypass or breach any security device or protection used by the Service; or (e) use the Service for any unlawful purpose or in violation of third-party rights.
2.3 User Accounts. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its Authorized User accounts. Customer shall notify Seraro immediately of any unauthorized use of its account.
2.4 API and Webhooks. Seraro may provide access to its Application Programming Interface (API) and Webhook functionality. Customer's use of the API is subject to reasonable rate limits established by Seraro. Seraro reserves the right to modify API endpoints or rate limits with reasonable notice. Customer is solely responsible for the security and maintenance of any third-party integrations utilizing Feedbacktor's API or Webhooks.
2.5 Feedback Boards. The Service allows Customer to create both public and private feedback boards. Customer acknowledges and agrees that it is solely responsible for the visibility settings of such boards. Seraro shall have no liability for the disclosure of Customer Data resulting from Customer's configuration of board visibility settings.
2.6 Publicity Rights. Customer grants Seraro the right to use Customer’s name and logo in marketing materials and on the Feedbacktor website to identify Customer as a user of the Service, subject to any trademark usage guidelines provided by Customer.
3.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to all Customer Data. Customer represents and warrants that it has all necessary rights and consents to provide the Customer Data to Seraro.
3.2 License to Host. Customer grants Seraro a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide the Service, perform maintenance, provide support, and improve the Service's underlying technology (e.g., training internal models for performance optimization).
3.3 Data Processing Agreement (DPA). To the extent Customer Data includes Personal Data subject to Data Protection Laws (such as GDPR or CCPA), the parties agree to comply with the Feedbacktor Data Processing Agreement, which is hereby incorporated by reference into these Terms.
3.4 Vector Embeddings and AI. Customer acknowledges that Seraro utilizes automated systems to generate Vector Data from Customer Data to power features such as semantic search and automated feedback clustering. Seraro agrees that it will not use Customer Data to train large language models (LLMs) or generative AI models in a manner that would allow the reconstruction of Customer's proprietary information by other customers of the Service.
3.5 Data Security. Seraro shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. In the event of a confirmed security breach resulting in the unauthorized access to or disclosure of Customer Data, Seraro shall notify Customer in accordance with applicable data protection laws.
4.1 Seraro Rights. Seraro and its licensors own and retain all right, title, and interest in and to the SaaS Service, the Vector Data (excluding the underlying Customer Data content), the Documentation, and all improvements, enhancements, or modifications thereto. No rights are granted to Customer hereunder other than the limited access rights expressly set forth in Section 2.
4.2 Feedback License. If Customer or any of its Authorized Users provide Seraro with suggestions, enhancement requests, or other feedback regarding the Service ("Feedback"), Customer hereby grants Seraro a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into the Service without restriction or obligation.
5.1 Subscription Fees. Customer shall pay all fees specified in the applicable Order Form or as displayed in the Service's billing interface ("Fees"). Fees are based on the selected subscription plan and the number of Authorized Users (seats). Fees are non-refundable except as expressly provided herein or required by law.
5.2 Payment Terms. Fees are billed in advance. For credit card payments, fees are charged at the start of the Subscription Term. For Customers on an Enterprise plan paying via invoice, payment is due thirty (30) days from the invoice date (Net 30).
5.3 Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder.
5.4 Late Payments. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, plus all expenses of collection. Seraro reserves the right to suspend Customer's access to the Service for non-payment.
5.5 Upgrades and Downgrades. If Customer upgrades its subscription plan, the increase in Fees will be prorated for the remainder of the current Subscription Term. If Customer downgrades its plan, the change will take effect at the start of the next Subscription Term; no credits or refunds will be issued for mid-term downgrades.
6.1 Support. Seraro provides standard support via email at support@feedbacktor.com during business hours (9:00 AM - 5:00 PM EST, Monday through Friday, excluding holidays). We strive to respond to all critical support inquiries within 24 hours.
6.2 Service Level Agreement (SLA). Seraro commits to using commercially reasonable efforts to make the Service available 99.9% of the time, excluding scheduled maintenance. If uptime falls below this threshold in a given month, Enterprise customers may be eligible for Service Credits as defined in a separate Enterprise SLA agreement.
7.1 Subscription Term. These Terms remain in effect until all Subscription Terms have expired or been terminated. Unless otherwise specified, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
7.2 Termination for Cause. Either party may terminate these Terms for cause: (a) upon thirty (30) days' written notice of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency.
7.3 Effect of Termination. Upon termination, Customer's right to access the Service shall immediately cease. Seraro shall, upon request, provide Customer with a reasonable opportunity to export Customer Data for a period of thirty (30) days following termination. Thereafter, Seraro shall have no obligation to maintain or provide any Customer Data and may delete it in accordance with its internal data retention policies.
8.1 Definition. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
8.2 Obligations. The Receiving Party shall: (a) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of like kind; (b) not use any Confidential Information for any purpose outside the scope of these Terms; and (c) limit access to Confidential Information to those employees and contractors who need such access for purposes consistent with these Terms.
8.3 Exceptions. Confidential Information shall not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
9.1 Service Warranty. Seraro warrants that the Service will perform substantially in accordance with the Documentation. Customer's sole and exclusive remedy for a breach of this warranty shall be for Seraro to use commercially reasonable efforts to correct the non-conformity.
9.2 AI Disclaimer. Customer acknowledges that the Service utilizes artificial intelligence and machine learning technologies. Seraro does not warrant that AI-generated insights, sentiment analysis, or clustering will be 100% accurate, error-free, or unbiased. Insights provided by the Service are for informational purposes only and should be independently verified by Customer.
9.3 General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SERARO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10.1 By Seraro. Seraro shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Service infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of such claim.
10.2 By Customer. Customer shall defend Seraro against any claim, demand, suit, or proceeding made or brought against Seraro by a third party alleging that Customer Data, or Customer's use of the Service in violation of these Terms, infringes the intellectual property rights of a third party or violates applicable law, and shall indemnify Seraro for any damages, attorney fees, and costs finally awarded against Seraro as a result of such claim.
11.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Liability Cap. EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO THE LIABILITY.
12.1 Governing Law and Dispute Resolution. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Delaware. Judgment on the award may be entered in any court having jurisdiction.
12.2 Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control, including, but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or other labor problems.
12.3 Entire Agreement. These Terms, together with any Order Forms, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
12.4 Notices. All notices under these Terms shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; or (c) the first business day after sending by email (provided that email shall not be sufficient for notices of termination or an indemnifiable claim).
12.5 Survival. The sections titled "Fees and Payment," "Intellectual Property Rights," "Confidentiality," "Disclaimers," "Indemnification," "Limitation of Liability," and "General Provisions" will survive any termination or expiration of these Terms.
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