Beta Terms of Use

Beta and Proprietary Tools Terms of Use

IMPORTANT: These Terms of Use ("Terms") govern your access to and use of Sulfur's proprietary beta tools, solutions, or services (each, a "Service" or "Beta Tool"), including any associated websites (e.g., carbon.thesulfurgroup.com or other applicable URLs, the "Site(s)") and related software, data, outputs, or features provided by The Sulfur Group, LLC ("Sulfur", "we", "us", or "our"). By accessing or using any Service (including by logging in, generating outputs, or providing input), you acknowledge that you have read, understood, and agree to be bound by these Terms on behalf of yourself and your employer or principal (collectively, "you" or "User"). If you do not agree, you must not access or use the Service.

These Terms incorporate by reference our Master Services Agreement (available at https://thesulfurgroup.com/master-services-agreement), Privacy Policy (https://thesulfurgroup.com/privacy-policy), and any applicable Invention Assignment and Confidentiality Agreement ("IAA") you have signed with Sulfur. In the event of any conflict, these Terms control with respect to the Service.

1. Nature of the Service and Beta Status

Each Service is an experimental, beta-stage tool, solution, or service developed by Sulfur for internal use only by authorized Sulfur employees, contractors, and affiliates (each, an "Authorized User"). It is provided solely to facilitate internal testing, research, and development related to Sulfur's business operations, such as strategy, design, marketing, and consulting services. The Service is proprietary to Sulfur and constitutes valuable trade secrets under applicable law, including the California Uniform Trade Secrets Act (Civ. Code §§ 3426 et seq.).

  • Internal Use Only: Access is restricted to Authorized Users via secure internal authentication (e.g., Sulfur credentials). You may not share, distribute, or permit access to the Service, Site, or any outputs (e.g., generated content, data, or insights) with any third party, including external clients, vendors, or the public. Violation of this restriction is a material breach and may result in immediate termination of access, legal action, and liability for damages.

  • Beta Limitations: As a beta tool or solution, the Service is provided "as-is" and "as-available." It may contain errors, bugs, inaccuracies, or incomplete features. Sulfur does not guarantee uptime, performance, accuracy, or suitability for any purpose. Features, functionality, or availability may change or be discontinued at any time without notice. You use the Service at your own risk, and Sulfur disclaims any obligation to provide support, fixes, or enhancements.

2. License Grant

Subject to your compliance with these Terms, the IAA, and any applicable employment or contractor agreement, Sulfur grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable, internal-use-only license during the Term (defined below) to access and use the Service solely for your authorized internal Sulfur-related work. This license does not include:

  • Reverse engineering, decompiling, disassembling, or creating derivative works of the Service.

  • Copying, modifying, adapting, or translating the Service or any outputs beyond internal documentation.

  • Using the Service for benchmarking, competitive analysis, or any commercial purpose outside Sulfur's internal operations.

  • Removing or altering any proprietary notices, trademarks, or attributions in the Service or outputs.

All rights not expressly granted are reserved by Sulfur. Unauthorized use terminates this license immediately.

3. User Obligations and Restrictions

You agree to:

  • Use the Service only for lawful, internal Sulfur purposes and in compliance with all applicable laws, including data privacy regulations (e.g., CCPA).

  • Maintain the confidentiality of the Service and treat it as a trade secret (see Section 4).

  • Provide accurate inputs and not input any confidential, proprietary, or third-party information without Sulfur's prior written approval.

  • Report any bugs, errors, or security issues promptly to [support@thesulfurgroup.com].

  • Cooperate with Sulfur in testing and feedback, as the Service's beta status relies on internal collaboration.

You may not:

  • Access the Service using automated means (e.g., bots, scrapers) except as expressly permitted.

  • Attempt to gain unauthorized access to the Service or interfere with its operation.

  • Use the Service to generate harmful, illegal, or unethical content (e.g., discriminatory outputs, misinformation).

Sulfur may monitor usage to ensure compliance, but assumes no duty to do so.

4. Confidentiality and Trade Secrets

The Service, including its algorithms, models, source code, architecture, training data, and any outputs or insights derived therefrom (collectively, "Confidential Information"), is Sulfur's confidential and proprietary information and a trade secret. You agree:

  • To hold all Confidential Information in strict confidence and not disclose, publish, or disseminate it to any third party without Sulfur's prior written consent.

  • To use Confidential Information solely for your authorized internal use of the Service and not for personal benefit or any other purpose.

  • To protect Confidential Information with at least the same degree of care as your own confidential information (but no less than reasonable care), including limiting access to Authorized Users only.

  • Upon termination or request, to return or destroy all copies of Confidential Information.

These obligations survive termination of these Terms and the Term by at least five (5) years. Exceptions apply only to information that: (a) is or becomes publicly available without breach by you; (b) was rightfully known to you prior to disclosure; (c) is independently developed by you without use of Confidential Information; or (d) is required to be disclosed by law (with prior notice to Sulfur to seek protection).

Your IAA (or equivalent agreement) supplements these confidentiality obligations and is incorporated herein.

5. Intellectual Property and Invention Assignment

Sulfur (or its licensors) owns all right, title, and interest in and to the Service, including all Intellectual Property Rights (e.g., patents, copyrights, trademarks, trade secrets) therein. Nothing in these Terms transfers ownership to you. All outputs generated by the Service are owned by Sulfur and licensed to you under Section 2 for internal use only. You hereby assign to Sulfur all right, title, and interest in any inventions, improvements, feedback, suggestions, or enhancements you develop or provide related to the Service (collectively, "Inventions").

  • Assignment: To the fullest extent permitted by law, you assign (and agree to assign) all Inventions to Sulfur, including all Intellectual Property Rights worldwide. If assignment is not possible, you grant Sulfur a perpetual, irrevocable, royalty-free, worldwide, exclusive license to use, modify, and commercialize the Inventions.

  • Assistance: At Sulfur's request and expense, you will execute documents and provide assistance to perfect Sulfur's rights in the Inventions.

  • Pre-Existing IP: Any pre-existing IP you contribute remains yours, but you grant Sulfur a perpetual, irrevocable, royalty-free license to use it in connection with the Service.

Your IAA governs invention assignment in detail and is incorporated herein. By using the Service, you confirm your agreement to these terms and your IAA.

6. Feedback

You may voluntarily provide feedback on the Service. Sulfur welcomes it but owns all feedback and may use it without restriction or compensation. Providing feedback does not create any confidentiality obligation for Sulfur regarding your ideas.

7. Representations and Warranties; Disclaimers

You represent and warrant that: (i) you are an Authorized User with authority to bind yourself and your employer/principal; (ii) your use complies with these Terms and applicable laws; and (iii) you will not input any information that violates third-party rights.

DISCLAIMER OF WARRANTIES: THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED. SULFUR DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR ANY USE. AS A BETA TOOL OR SOLUTION, THE SERVICE MAY PRODUCE UNEXPECTED RESULTS, AND YOU ASSUME ALL RISKS OF USE. SULFUR DISCLAIMS LIABILITY FOR ANY VIRUSES, MALWARE, OR HARM CAUSED BY THE SERVICE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SULFUR, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS, OR GOODWILL) ARISING FROM OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY. SULFUR'S TOTAL LIABILITY SHALL NOT EXCEED $100 (OR THE AMOUNT PAID BY YOU, IF ANY, WHICHEVER IS GREATER). THESE LIMITATIONS APPLY TO ALL CLAIMS, REGARDLESS OF THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

9. Indemnification

You agree to indemnify, defend, and hold harmless Sulfur and its affiliates from any claims, losses, or damages arising from your breach of these Terms, misuse of the Service, or violation of third-party rights (e.g., inputting infringing data).

10. Termination

These Terms commence upon your acceptance and continue until terminated ("Term"). Sulfur may terminate or suspend your access at any time, for any reason, with or without notice (e.g., for breach or beta completion). Upon termination: (i) your license ends; (ii) you must cease using the Service and destroy all Confidential Information; and (iii) Sections 4–5, 7–15 survive.

11. Governing Law and Dispute Resolution

These Terms are governed by California law, without regard to conflicts principles. Any disputes shall be resolved exclusively in the state or federal courts in Los Angeles County, California. You consent to personal jurisdiction there and waive objections to venue.

Prior to litigation, parties agree to mediate in Los Angeles under American Arbitration Association rules (see Master Services Agreement for details).

12. Miscellaneous

  • Amendments: Sulfur may update these Terms at any time. Continued use constitutes acceptance. We will notify via the Site(s) or email.

  • Entire Agreement: These Terms, plus incorporated documents, constitute the entire agreement and supersede priors.

  • Severability: Invalid provisions are severed; the rest remain enforceable.

  • No Waiver: Failure to enforce a provision is not a waiver.

  • Assignment: Sulfur may assign; you may not without consent.

  • Force Majeure: Sulfur is not liable for delays due to events beyond control (e.g., acts of God).

  • Electronic Communications: These Terms may be executed electronically; notices via email suffice.

  • Relationship: You are an independent contractor; no agency or partnership.

  • Export Controls: You comply with U.S. export laws.

  • Contact: Questions? Email Legal@TheSulfurGroup.com.

By using the Service, you confirm you are bound by these Terms and your IAA. Thank you for contributing to Sulfur's innovation.