Last Updated: August 28, 2026
These Terms of Service (these "Terms of Service") govern your and your Authorized Users' access to and use of our Platform, which is made available to you ("Customer," "you," or "your") by AppyPeople, Inc. ("AppyPeople," "Company," "we," "our," or "us").
BY CLICKING THE "ACCEPT" BUTTON WHEN YOU SIGN UP TO ACCESS AND USE OUR PLATFORM, OR BY OTHERWISE MANIFESTING ASSENT TO THESE TERMS OF SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE, OUR PRIVACY POLICY (THE "PRIVACY POLICY"), AND OUR DATA PROCESSING ADDENDUM (THE "DPA"), EACH OF WHICH IS INCORPORATED INTO THESE TERMS OF SERVICE AND MADE A PART HEREOF BY REFERENCE (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, OR DO NOT HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, YOU AND YOUR AUTHORIZED USERS MAY NOT ACCESS OR USE THE PLATFORM.
If you are entering into this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms "you" or "your" refer to such entity. AppyPeople and Customer may each be referred to individually as a "Party" and collectively as the "Parties."
Changes to this Agreement. We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify this Agreement. If we modify this Agreement, we will post the modification on our website and on the Platform, and where a modification materially and adversely affects your rights we will give you at least thirty (30) days' prior notice by email to the administrative contact recorded in your account. By continuing to access or use the Platform on or after the effective date of a modification, you indicate that you agree to be bound by the modified Agreement. If a modification that materially and adversely affects your rights is not acceptable to you, you may terminate this Agreement by notice given before its effective date, and we will refund Fees prepaid in respect of any period after termination on a pro-rata basis. This paragraph does not apply to the DPA, which may be amended only in accordance with Section A.5 of the DPA.
THE SECTIONS BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
Capitalized terms not defined in these Terms of Service have the meaning set forth in our Privacy Policy or the DPA.
"Administrative User" means Customer's employees, contractors, or agents authorized by Customer to access and use the Platform pursuant to the terms and conditions of this Agreement; provided, however, that any contractor's or agent's access to and use of the Platform will be limited to their provision of services to Customer.
"Affiliate" means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
"AI Agent" means the application or software agent built by Administrative Users through the Platform, or by Company for Customer through the Platform pursuant to an applicable Order Form, incorporating machine learning, artificial intelligence, or similar technologies.
"Applicable Law" means, with respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, commission, or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.
"Authorized User" means, collectively, the Administrative Users and End Users. You are responsible for all acts and omissions of Authorized Users and any other person who accesses and uses the Platform using any of your or any Authorized User's login credentials.
"Confidential Information" means: (i) with respect to Company, the Company IP, pricing and fees related to the products and services provided hereunder, and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to you, the Customer IP and any other non-public information or material regarding your legal or business affairs, financing, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Confidential Information does not include information that: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the "Receiving Party"); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the "Disclosing Party"); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.
"Connected Services" means third-party applications, systems, workspaces, and data sources that Customer or its Administrative Users authorize the Platform to access on Customer's behalf, including messaging platforms, email systems, file storage, and business applications.
"Customer Data" means: (i) any data and information that Customer or its Administrative Users submit to the Platform; (ii) any data and information that the Platform accesses, retrieves, or receives from Connected Services on Customer's instruction; and (iii) the personal information of Administrative Users, such as name, email address, and other identifying information.
"Delivery Channel" means any interface through which Customer makes an AI Agent available to End Users, including a Customer Microsite hosted through the Platform and any Connected Service, such as Slack or Microsoft Teams, that Customer configures for that purpose.
"Documentation" means the manuals, specifications, and other materials describing the functionality, features, operating characteristics, and use of the Platform, as provided or made available by Company to Customer in written or electronic form.
"Effective Date" means the date you accept this Agreement.
"End Users" means end users who are authorized by Customer to access and use an AI Agent through a Delivery Channel.
"End User Data" means any data and information that End Users submit to an AI Agent, including the Input.
"Fees" means the fees for Customer's Subscription Plan or, where the Parties have executed an Order Form, the fees set forth in that Order Form.
"Harmful Code" means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner the operation of the Platform or any associated software, firmware, hardware, computer system, or network (including Trojan horses, viruses, worms, time bombs, time locks, traps, access codes, or drop dead or trap door devices), or any other harmful, malicious, or hidden procedures, routines, or mechanisms that would cause the Platform, any Delivery Channel, or any AI Agent to cease functioning, or that would damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Platform, any Delivery Channel, or any AI Agent.
"Input" means any information, materials, or data provided as input to an AI Agent by End Users.
"Intellectual Property Rights" means all intellectual and industrial property rights, whether now existing or existing in the future, including: (i) all patent rights, including any rights in pending patent applications and any related rights; (ii) all copyrights and other related rights throughout the world in works of authorship, including all registrations and applications therefor; (iii) all trademarks, service marks, trade dress, and other proprietary trade designations, including all registrations and applications therefor; (iv) all rights throughout the world to proprietary know-how and trade secrets, whether arising by law or pursuant to any contractual obligation of non-disclosure; and (v) all other rights covering industrial or intellectual property recognized in any jurisdiction.
"Order Form" means an order signed by authorized representatives of both Parties that sets forth: (i) the applicable services, including any Professional Services; (ii) the applicable Fees; and (iii) other mutually agreed terms and conditions relating to such order. The Parties may subsequently elect to enter into additional Order Forms using a substantially similar form.
"Output" means the output generated by an AI Agent by processing the Input.
"Personal Information" means any information: (i) that can be used to identify, contact, or precisely locate a natural person, household, or device; or (ii) defined as "personal data," "personal information," "personally identifiable information," or "individually identifiable health information" under any Applicable Law, that is processed by or on behalf of Company through the Platform.
"Platform" means our proprietary all-in-one software-as-a-service platform for building and operating AI Agents, and all updates and improvements thereto, together with all Documentation.
"Pre-Existing IP" means all Intellectual Property Rights to any invention, work, or other matter created, conceived, or reduced to practice by a Party prior to or independently of this Agreement.
"Professional Services" means customization, development, data migration, integration, testing, conversion, consulting, or other services and deliverables provided by Company to Customer as described in an Order Form or statement of work executed by both Parties.
"Sensitive Information" means credit or debit card numbers; financial account numbers or wire instructions; government-issued identification numbers, such as Social Security numbers and passport numbers; biometric information; protected health information; personal information of children protected under any child data protection laws; and any other information or combination of information that falls within the definition of "special categories of data" under Applicable Law relating to privacy and data protection.
"Subscription Plan" means the plan, Fees, billing period, and usage entitlements selected by Customer through the Platform at sign-up, as subsequently changed by Customer through the Platform, and as recorded in Customer's account.
"Subscription Term" means the billing period of Customer's Subscription Plan, renewing automatically at the end of each billing period unless cancelled by Customer through the Platform or otherwise terminated in accordance with this Agreement, or, where the Parties have executed an Order Form, the duration set forth in that Order Form.
"Support Services" has the meaning given in Section 3.8.
"Third-Party AI Models" means AI models provided by third parties, including open source and commercial AI models, that are used by the Platform.
"Updates" means any corrections, fixes, patches, workarounds, and minor modifications denominated by version changes to the right of the decimal point (for example, v3.0 to v3.1) that Company provides to Customer under this Agreement. All version numbers will be reasonably determined by Company in accordance with normal industry practice.
"Usage Data" means the data we collect in connection with our monitoring of the performance and use of the Platform by you and your Authorized Users, including the date and time you access the Platform, the portions of the Platform visited, the frequency and number of times such pages are accessed, the number of times the Platform is used in a given period, and other usage and performance data.
Access to the Platform and the Support Services will be as set forth in Customer's Subscription Plan or, where the Parties have executed one or more Order Forms, as set forth in those Order Forms. Professional Services will be as set forth in an Order Form. Each Order Form is deemed incorporated into and made a part of this Agreement. To the extent any provision set forth in an Order Form conflicts with any provision set forth elsewhere in this Agreement, the provision set forth in this Agreement will govern, unless the Order Form includes the section numbers of this Agreement that the Parties agree no longer govern or are modified for the matters covered thereby.
3.1 Right to Access the Platform. Subject to the terms and conditions of this Agreement and Customer's Subscription Plan or the applicable Order Form, we grant you during the Subscription Term a limited, non-exclusive, non-transferable (except as permitted under Section 15.1), non-sublicensable, revocable right and license: (i) to permit your Administrative Users to access and use the Platform to build AI Agents solely for your internal business purposes; and (ii) to make AI Agents available to End Users through one or more Delivery Channels.
3.2 Modifications. We reserve the right to modify the Platform from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. We further reserve the right to discontinue any feature of the Platform at any time during the Term at our sole and reasonable discretion. Any such modification or discontinuance will not materially decrease the overall functionality of the Platform.
3.3 Beta Features. From time to time, we may invite Customer to try beta features or functionalities of the Platform that are not generally available, at no charge. Customer may accept or decline any such trial in its sole discretion. Beta features are for evaluation purposes only, are not considered part of the Platform under this Agreement, are not supported, and may be subject to additional terms. Unless we expressly agree otherwise, any beta feature trial period will expire on the date a version of the beta feature becomes generally available or on the date we elect to discontinue it. We may discontinue beta features at any time and may never make them generally available. We will have no liability to Customer or any third party for any harm or damage arising out of or in connection with any use of a beta feature, and Customer's use of any beta feature is at Customer's own risk.
3.4 Restrictions on Use. You shall not, and shall not authorize, permit, or encourage any third party to: (i) allow anyone other than Authorized Users to use the Platform; (ii) reverse engineer, decompile, disassemble, translate, engage in model extraction or stealing attacks, or otherwise attempt to discern the source code, interface protocols, or underlying components of the Platform; (iii) modify, adapt, or translate the Platform or any portion or component thereof; (iv) make any copies of the Platform or any portion or component thereof; (v) resell, distribute, or sublicense the Platform or any portion or component thereof, or use any of the foregoing for the benefit of anyone other than Customer; (vi) remove or modify any proprietary markings or restrictive legends placed on the Platform; (vii) use the Platform or any portion or component thereof in violation of any Applicable Law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (viii) introduce, post, or upload any Harmful Code to the Platform; (ix) use the Platform in connection with a service bureau, timeshare, service provider, or like activity whereby you operate the Platform for the benefit of a third party; (x) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform; or (xi) use Output generated by any AI Agent or the Platform to develop any artificial intelligence models that compete with Company's products and services.
3.5 Documentation. Customer may copy and use, and permit Authorized Users to copy and use, the Documentation solely in connection with the use of the Platform under this Agreement.
3.6 Onboarding of Authorized Users. Each Authorized User will be required to create an account, which includes a username, a password, and certain additional information, including a valid email address, that will assist in authenticating the Authorized User's identity when logging into the Platform (collectively, "Log-in Credentials"). When creating an account, an Authorized User must provide true, accurate, current, and complete information. You are solely responsible for the confidentiality and use of Authorized Users' Log-in Credentials, as well as for any use, misuse, or communications entered through the Platform. You shall promptly inform us of any need to deactivate a username, password, or other Log-in Credential. We reserve the right to delete or change Authorized Users' Log-in Credentials at any time and for any reason. We will not be liable for any unauthorized use of an Authorized User's account.
3.7 Hosting. During the Subscription Term, we, or our contractors, will host the Platform such that it is available for use by your Authorized Users. We and our contractors will periodically monitor the Platform to optimize performance and will use commercially reasonable efforts to minimize downtime, other than for scheduled maintenance or downtime caused by reasons beyond our reasonable control, including acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers. We will notify you of any unavailability or other issue with the Platform. You and your Authorized Users are responsible for obtaining internet connections and other third-party software and services necessary to access the Platform.
3.8 Third-Party AI Models. The Platform uses Third-Party AI Models to provide certain AI features and functionality. Company engages the providers of Third-Party AI Models as Sub-processors in accordance with the DPA, and the current list of such providers is published at https://appy.ai/subprocessors. Company remains responsible to Customer for those providers' Processing of personal data contained in Customer Data and End User Data as provided in Section 6.3 of the DPA, and will procure that no such provider uses Customer Data or End User Data to train or improve its own models. Customer acknowledges that Output generated using Third-Party AI Models may be inaccurate or incomplete, and Company does not warrant the accuracy, completeness, or fitness for any particular purpose of any Output. Customer remains responsible for reviewing Output as set forth in Section 6.4.
3.9 Support Services. Company will use commercially reasonable efforts to provide you and your Authorized Users with problem resolution and technical support in connection with the Platform during the Subscription Term (the "Support Services").
3.10 Publication of AI Agents. Company does not review or test AI Agents before Customer makes them available to End Users, unless Company has specifically agreed to do so in an Order Form or elects to do so where it reasonably believes an AI Agent breaches this Agreement or that action is required to protect Company's interests. If Company develops an AI Agent for Customer, Company will notify Customer when the AI Agent is ready to be made available to End Users. Customer may then publish the AI Agent through the Platform to one or more Delivery Channels. Where Customer publishes an AI Agent to a Customer Microsite, that microsite will be hosted through the Platform. Company may refuse to publish any AI Agent that does not comply with this Agreement. If Company refuses to publish an AI Agent, Company will specify the details of non-compliance in writing, and Customer will be entitled to resubmit a modified AI Agent within a timeframe agreed between the Parties. Customer will not be entitled to any refund, and will have no recourse against Company for any costs, expenses, or other losses suffered in building the AI Agent or arising from Company's refusal to publish it. In submitting an AI Agent for publication, Customer represents and warrants that the AI Agent complies in all respects with this Agreement.
3.11 Additional Terms and Conditions for AI Agents. Customer represents, warrants, and covenants that Customer and its Authorized Users will create and use AI Agents only: (i) in accordance with this Agreement; (ii) in a lawful manner and in compliance with all Applicable Laws; and (iii) in a manner that does not infringe, misappropriate, or otherwise violate our intellectual property, proprietary, or privacy rights or those of any third party. By creating or using AI Agents, Customer and its Authorized Users agree: (i) not to engage in activity that is harmful to Company, including excess usage, bot or scraping behaviors, malicious software, technical attacks, prompt-based manipulation, and other off-platform abuses; (ii) not to engage in activity that is harmful to you or others or that otherwise causes harm to devices, software, individuals, organizations, or society; (iii) not to engage in activity that is fraudulent, false, or misleading; (iv) not to generate defamatory, libelous, harassing, abusive, or hateful content using AI Agents; (v) not to use AI Agents to create or share adult content, violence or gore, hateful content, terrorism and violent extremist content, glorification of violence, child sexual exploitation or abuse material, or content that is otherwise disturbing or offensive; (vi) not to use AI Agents to circumvent, disable, or otherwise interfere with security-related features or passwords, or to impersonate others; (vii) not to use AI Agents or any Output to develop any service or product that is the same as, substantially similar to, or otherwise competitive with AI Agents or our products and services; (viii) not to engage in any illegal activity or in any activity that has a high risk of physical or economic harm; and (ix) not to represent that Output was human-generated when it was not. AI Agents may block any Inputs or Outputs that violate this Agreement or that are likely to lead to the creation of material that violates this Agreement. Abuse of AI Agents, including repeated attempts to produce prohibited content, may result in service or account suspension or cancellation.
3.12 Privacy Policy. Authorized Users' use of the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed by our Privacy Policy, located at https://appy.ai/privacy-policy, which is incorporated by reference in its entirety.
All Professional Services to be provided by Company to Customer will be set forth in the applicable Order Form. Company will own all right, title, and interest, including all Intellectual Property Rights, in and to all deliverables, customizations, functionalities, and other work product created by Company in the performance of the Professional Services, including any AI Agents (collectively, "Work Product"); provided, however, that upon full payment of the applicable Professional Services fees, Customer will have a license to use the Work Product through the Platform as set forth in Section 3.1, subject to the terms and conditions of this Agreement, including the restrictions in Section 3.4.
5.1 Customer Data. Subject to the terms and conditions of this Agreement, Customer grants us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses to Sub-processors engaged in accordance with the DPA, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Customer Data during the Term for the purpose of providing the Platform, the Support Services, and the Professional Services. You will have sole responsibility for the accuracy, quality, and legality of your Customer Data.
5.2 End User Data. Subject to the terms and conditions of this Agreement, Customer grants us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses to Sub-processors engaged in accordance with the DPA, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the End User Data during the Term for the purpose of providing the Platform, the Support Services, and the Professional Services. Company will not use End User Data to train, fine-tune, adapt, or otherwise develop any machine learning or artificial intelligence model except as expressly permitted by Section 3.4 of the DPA. Customer will have sole responsibility for the accuracy, quality, and legality of End User Data.
5.3 Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Company may use, and may permit its Sub-processors to access and use, Customer Data, End User Data, and Usage Data in aggregated and de-identified form ("Aggregate Data") for the purposes of operating, maintaining, securing, managing, and improving Company's products and services, including the Platform. Aggregate Data will be created and used only in accordance with Section 3.6 of the DPA. Company will not attempt to re-identify Aggregate Data, will not disclose Aggregate Data in any manner that identifies Customer or any individual, and will not sell Aggregate Data.
5.4 Data Security. Company will implement and maintain the technical and organizational measures set out in Annex II to the DPA, designed to protect Customer Data and End User Data against accidental or unlawful destruction, loss, alteration, and unauthorized disclosure or access. Company will procure that any third party hosting the Platform on its behalf maintains measures no less protective than those measures.
5.5 Data Protection. The Parties' respective rights and obligations in relation to the Processing of personal data contained in Customer Data, End User Data, and Usage Data are set out in the Data Processing Addendum published at https://appy.ai/dpa, which is incorporated into this Agreement and made a part hereof by reference. The DPA takes effect in accordance with its terms and without signature, and applies to Customer whether or not Customer has requested or executed a copy. In the event of a conflict between the DPA and any other provision of this Agreement in relation to the Processing of personal data, the DPA will govern. Notwithstanding the modification rights described in the preamble and in Section 15.10, Company may amend the DPA only in accordance with Section A.5 of the DPA.
6.1 Ownership of Company IP. As between the Parties, all right, title, and interest in and to the Platform, the Work Product, the AI Agents, the Documentation, the Aggregate Data, the Usage Data, and the Company Pre-Existing IP, including all modifications, improvements, adaptations, enhancements, derivatives, and translations made thereto or therefrom, and all Intellectual Property Rights therein, are and will remain the sole and exclusive property of Company (collectively, the "Company IP").
6.2 Ownership of Customer IP. Subject to Section 5, Customer owns all right, title, and interest in and to any information, materials, specifications, data, and Customer Pre-Existing IP that Customer provides to Company in connection with this Agreement or incorporates into an AI Agent, together with the Customer Data, the End User Data, and the Output, and all Intellectual Property Rights therein (collectively, the "Customer IP").
6.3 License to Customer IP. In addition to the rights granted in Section 5, Customer grants Company a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, and modify Customer IP for the purpose of performing Company's obligations under this Agreement. Customer understands that Company is in the business of providing services drawing upon the knowledge, understanding, and expertise Company has gained in the course of working with many individual customers. Nothing in this Agreement limits Company's use of any general know-how or knowledge that Company had prior to entering this Agreement or obtains during its performance under this Agreement, provided that the foregoing does not permit Company to use Customer's Confidential Information, Customer Data, or End User Data for any purpose other than performing its obligations under this Agreement and the DPA.
6.4 Output. Customer is solely responsible for all use of the Output and for evaluating the accuracy and appropriateness of Output for End Users' use, including by applying human review as appropriate. Customer acknowledges that, due to the nature of artificial intelligence and machine learning, Output may not be unique and may include inaccurate responses, and that multiple users may receive similar content from AI Agents. Before using any Output, you are solely responsible for reviewing it for accuracy, safety, and compliance with Applicable Laws and acceptable use policies.
7.1 Confidentiality Obligations. At all times, the Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information, but in no event less than a reasonable degree of care, and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose the Disclosing Party's Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors, or agents (its "Representatives"), provided that the Receiving Party reasonably believes its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose the Confidential Information to any third party other than its Representatives without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by its Representatives. If the Receiving Party is legally compelled to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with this Section. If a protective order or other remedy is not obtained, or the Disclosing Party waives compliance, the Receiving Party may furnish only that portion of the Confidential Information that it is advised by counsel is legally required to be disclosed, and will use its best efforts to ensure that confidential treatment is afforded the disclosed portion.
7.2 Irreparable Injury. Each Party acknowledges that the other Party may be irreparably harmed by any breach of this Section, and agrees that such other Party may seek, in any court of appropriate jurisdiction, an injunction or other equitable relief necessary to prevent or cure any actual or threatened breach, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence does not limit any other legal or equitable remedy, including monetary damages, that the non-breaching Party would otherwise have.
7.3 Feedback. During the Term, you and your Authorized Users may elect to provide us with feedback, comments, and suggestions with respect to the Platform ("Feedback"). Customer agrees that Company will be free to use, reproduce, disclose, and otherwise exploit any such Feedback without compensation or attribution to Customer or any Authorized User.
8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) to the extent it is an entity, it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby constitute a valid and binding agreement of such Party; (iii) the individual accepting this Agreement on behalf of a legal entity has the authority to bind such entity; (iv) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (v) it will perform its obligations under this Agreement in compliance with all Applicable Laws.
8.2 Additional Representations and Warranties of Company. In addition to the representations and warranties set forth in Section 8.1, Company represents and warrants that the Professional Services and Support Services will be performed in a professional and workmanlike manner.
8.3 Representations and Warranties of Customer. In addition to the representations and warranties set forth in Section 8.1, Customer represents and warrants that: (i) Customer has all rights and permissions necessary to provide Company with, or grant Company access to and use of, all Customer Data and End User Data; (ii) Customer has obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all Applicable Laws with respect to the Customer Data and End User Data provided hereunder; (iii) Customer has provided legally adequate privacy notices and terms of use for each Delivery Channel and has obtained any necessary consents for the processing of End User Data, including any Personal Information provided by End Users through a Delivery Channel or any AI Agent; and (iv) neither Customer nor its Authorized Users will submit any Sensitive Information through the Platform or any AI Agent. Customer acknowledges that the Platform is not designed or intended for the Processing of Sensitive Information, that Company is not a business associate of Customer within the meaning of HIPAA, and that the Platform may not be used to Process protected health information unless the Parties have executed a separate written business associate agreement, as further provided in Sections 3.7 and 3.8 of the DPA.
8.4 Our Disclaimer. ALTHOUGH THE OUTPUT CAN BE USED AS AN AID TO CUSTOMER AND ITS AUTHORIZED USERS IN MAKING INFORMED BUSINESS DECISIONS, THE OUTPUT IS NOT MEANT TO SUBSTITUTE FOR LEGAL OR BUSINESS ADVICE OR FOR CUSTOMER'S OR ANY AUTHORIZED USER'S EXERCISE OF THEIR OWN BUSINESS JUDGMENT. ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT SUCH PARTY'S SOLE DISCRETION AND ELECTION. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 AND SECTION 8.2, AND WITHOUT LIMITING COMPANY'S OBLIGATIONS UNDER SECTION 5.4 OR THE DPA, THE PLATFORM, THE SUPPORT SERVICES, THE PROFESSIONAL SERVICES, THE OUTPUT, ANY BETA FEATURES, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS AND INFORMATION PROVIDED BY COMPANY HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND NEITHER COMPANY NOR OUR SUPPLIERS OR SERVICE PROVIDERS MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME, AND COMPANY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, AND ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE PLATFORM, THE SUPPORT SERVICES, THE PROFESSIONAL SERVICES, AND THE OUTPUT ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. COMPANY IS NOT RESPONSIBLE FOR ANY DECISIONS TAKEN BY YOU OR ANY OF YOUR AUTHORIZED USERS BASED ON THE OUTPUT. TO THE EXTENT WE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
9.1 Liability Exclusion. SUBJECT TO SECTION 9.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY, OR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY'S RIGHTS, FOR CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF USE, OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT, OR OTHERWISE, INCLUDING NEGLIGENCE AND STRICT LIABILITY, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
9.2 Limitation of Damages. SUBJECT TO SECTION 9.3, EACH PARTY'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE TO COMPANY BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. [Open item: whether a higher cap should apply to breaches of Section 5.4 and the DPA.]
9.3 Exceptions. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 9.1 AND 9.2 WILL NOT APPLY TO: (i) A PARTY'S INDEMNIFICATION OBLIGATIONS; (ii) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (iii) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (iv) CUSTOMER'S FAILURE TO PAY ANY UNDISPUTED SUMS DUE HEREUNDER, BREACH OF SECTION 3.4 (RESTRICTIONS ON USE), OR BREACH OF SECTION 3.11 (ADDITIONAL TERMS AND CONDITIONS FOR AI AGENTS). NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES EITHER PARTY'S LIABILITY TO A DATA SUBJECT UNDER APPLICABLE DATA PROTECTION LAW OR UNDER CLAUSE 12 OF THE STANDARD CONTRACTUAL CLAUSES INCORPORATED INTO THE DPA.
10.1 Indemnification by Customer. You will indemnify, defend, and hold Company, our Affiliates, our suppliers and service providers, and our and their respective Representatives harmless from and against any liabilities, costs, and expenses, including reasonable attorneys' fees ("Losses"), incurred by any of them in connection with any third-party action, claim, or proceeding (each, a "Claim") arising from: (i) your or any of your Authorized Users' breach or violation of this Agreement, including any of your representations and warranties hereunder; (ii) AI Agents, Customer Data, or End User Data; (iii) your or any of your Authorized Users' gross negligence, willful misconduct, or violation of Applicable Law; or (iv) your End Users' use of any AI Agents.
10.2 Indemnification by Company. Company will indemnify, defend, and hold Customer and its Representatives harmless from and against any Losses incurred by them in connection with any Claim: (i) arising from Company's gross negligence or willful misconduct; or (ii) alleging that the Platform, other than any Customer Data, End User Data, or AI Agents, or your use thereof in accordance with this Agreement, infringes or misappropriates any third-party intellectual property rights (an "Infringement Claim"). If we reasonably determine that the Platform, other than any Customer Data, End User Data, or AI Agents, is likely to be the subject of a third-party Claim, we will have the right, but not the obligation, at our own expense, to: (a) procure for you the right to continue to use the Platform as provided in this Agreement; (b) replace the infringing components of the Platform with other components of equivalent functionality; or (c) suitably modify the Platform so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to us on commercially reasonable terms, we may terminate this Agreement and provide you a pro-rata refund of the unused portion of any Fees you have prepaid with respect to the infringing component. We are not obligated to indemnify, defend, or hold Customer or its Representatives harmless with respect to any Infringement Claim to the extent it arises from or is based upon: (w) your, your Authorized Users', or your End Users' use of the Platform, any Delivery Channel, or any AI Agent not in accordance with the Documentation or this Agreement; (x) any unauthorized modifications, alterations, or implementations of the Platform, any Delivery Channel, or any AI Agent made by or on behalf of Customer other than by Company; (y) use of the Platform, any Delivery Channel, or any AI Agent in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or expressly permitted in writing by us; or (z) use of the Platform, any Delivery Channel, or any AI Agent in a manner or for a purpose for which it was not designed. This Section 10.2 states Customer's sole and exclusive remedy, and our sole and exclusive liability, regarding any Infringement Claim.
10.3 Procedure. The indemnification obligations set forth in Sections 10.1 and 10.2 are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim, provided that failure to provide prompt written notice will not relieve the indemnifying Party of its obligations under this Section 10 to the extent any associated delay does not materially prejudice or impair the defense of the related Claim; (ii) providing the indemnifying Party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on behalf of the indemnified Party without the indemnified Party's approval.
11.1 Fees and Taxes. All Fees are due and payable as set forth below. Fees are in addition to and do not include any federal, provincial, or local sales, PST, GST, HST, VAT, foreign withholding, use, property, excise, service, or similar transaction taxes ("Taxes") now or hereafter levied, all of which will be for your account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to us before they can take effect. If we are required to collect and remit Taxes on your behalf, we will invoice you for such Taxes, and you will pay them in accordance with Section 11.2. You agree to defend, indemnify, and hold harmless us, our suppliers, our hosting providers, and our and their respective officers, directors, managers, employees, contractors, and agents from any liabilities, costs, and expenses, including reasonable attorneys' fees, in connection with any Taxes and related costs, interest, and penalties paid or payable by us on your behalf. For the avoidance of doubt, we will only be responsible for taxes related to our income, property, franchise, or employees.
11.2 Payments. Fees for a Subscription Plan are charged in advance for each billing period using the payment method you have provided. Where the Parties have executed an Order Form, we will invoice you for the Fees and any applicable Taxes in accordance with the payment terms set forth in that Order Form, and all amounts are due without setoff or deduction. All amounts due under this Agreement are payable by credit card, ACH, wire transfer, or other payment method we agree to in writing. If you pay by credit card, you authorize us to charge your card on file for the Fees, Expenses, and applicable Taxes in accordance with this Section. You further authorize us to use a third party to process such payments and consent to the disclosure of your billing information to that third party. You will promptly provide us with updated payment information if the payment method on file is no longer valid. If the payment method on file is not valid at any time during the Term, or cannot be processed on any payment date: (i) you authorize us to continue to attempt to charge the amounts due until they are paid in full; and (ii) we reserve the right to terminate this Agreement, or suspend Authorized Users' and End Users' access to the Platform, any Delivery Channel, and any AI Agents, in whole or in part, at our sole discretion.
11.3 Expenses. Customer will reimburse Company for any reasonable, documented, out-of-pocket expenses ("Expenses") actually incurred by Company in connection with the performance of the Professional Services that Customer has approved in advance and that are set forth in the applicable Order Form.
11.4 Late Payments. If any invoiced amount is not received by us by the due date set forth in Section 11.2, then without limiting our rights and remedies, we may: (i) charge interest on the outstanding balance at a rate not to exceed the lesser of one percent (1%) per month or the maximum rate permitted by law; (ii) condition future provision of services on payment terms shorter than those specified in Section 11.2; (iii) suspend access pursuant to Section 12.3; or (iv) terminate this Agreement in accordance with Section 12.2.
11.5 Non-Refundable. Unless otherwise expressly provided for in this Agreement, all Fees paid under this Agreement are non-refundable. This Section does not apply to a refund due under the "Changes to this Agreement" paragraph of the preamble, a refund due under Section 10.2, a refund due on termination under Section 6.5 of the DPA, or where a refund is required by Applicable Law.
11.6 No Contingency for Future Commitments. You agree that payment of the Fees under this Agreement is not contingent on the delivery of any future Platform functionalities or features, or on any other future commitments.
12.1 Term. This Agreement commences on the Effective Date and continues for the Subscription Term. Where Customer has a Subscription Plan, the Subscription Term renews automatically at the end of each billing period unless Customer cancels through the Platform before the end of the then-current billing period, and Customer may cancel at any time with effect from the end of the then-current billing period. Where the Parties have executed an Order Form, the term will be as set forth in that Order Form and will renew as provided there. Company will give Customer notice of an upcoming renewal, and of any change in Fees applying on renewal, in accordance with Applicable Law. The Initial Term together with each renewal period is the "Term."
12.2 Termination.
(a) Either Party may terminate this Agreement: (i) upon thirty (30) days' notice to the other Party if the other Party breaches a material term of this Agreement and the breach remains uncured at the expiration of that thirty (30) day period; or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.
(b) Customer may terminate this Agreement at any time by cancelling its Subscription Plan through the Platform, with effect from the end of the then-current billing period.
(c) We may terminate this Agreement for convenience upon thirty (30) days' written notice to you.
(d) We may terminate this Agreement upon written notice to you under the limited circumstances set forth in Section 10.2.
12.3 Suspension for Non-Payment. We may suspend your access to the Platform, any Delivery Channel, or any AI Agents upon written notice to you if any undisputed invoiced amount due to us is past due. We will not suspend your access while you are disputing any invoiced amount reasonably and in good faith and are cooperating diligently to resolve the dispute. If your access is suspended for non-payment, we may charge a reactivation fee to reinstate it. You will promptly reimburse us for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees, to the extent necessitated by your refusal to pay invoiced amounts that you are not disputing in good faith.
12.4 Suspension for Prohibited Acts. We may suspend any Authorized User's access to the Platform, any Delivery Channel, or any AI Agents immediately: (i) if we determine that you or your Authorized Users are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers; (ii) if we determine that you or your Authorized Users have violated Section 3.4 or Section 3.11 of this Agreement; or (iii) if you or your Authorized Users are creating a security vulnerability for the Platform, any Delivery Channel, any AI Agents, or others, or are consuming excessive bandwidth or storage. We may charge a reactivation fee to reinstate your access.
12.5 Effect of Termination. Upon termination or expiration of this Agreement: (i) we will stop providing the Support Services and Professional Services, and you will stop all access to and use of the Platform, any Delivery Channel, and any AI Agents; (ii) you will promptly pay all unpaid Fees and applicable Taxes due through the end of the Term; (iii) each Party will either return to the Disclosing Party, or at the Disclosing Party's instruction destroy and provide written certification of the destruction of, all documents, computer files, and other materials containing any of that Disclosing Party's Confidential Information that are in the Receiving Party's possession or control; and (iv) Company will delete or return personal data contained in Customer Data and End User Data in accordance with Section 10 of the DPA, and will certify deletion in writing on Customer's written request.
12.6 Survival. The following provisions survive termination of this Agreement: Section 1 (Definitions), Section 5 (Customer Data; End User Data; Data Protection), Section 6 (Intellectual Property), Section 7 (Confidentiality; Feedback), Section 8 (Representations and Warranties; Our Disclaimer), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Fees and Payment) with respect to amounts accrued before termination, Section 12.5 (Effect of Termination), this Section 12.6 (Survival), Section 13 (Binding Arbitration), Section 14 (Class Action Waiver), and Section 15 (General Provisions), together with the DPA to the extent provided in Section 15.2 of the DPA.
In the event of a dispute arising under or relating to this Agreement, the Platform, any AI Agent, or any products or services (each, a "Dispute"), such Dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA"). NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT THAT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT COURT'S RULES AND IF WITHIN THAT COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.
All Disputes will be resolved before a neutral arbitrator selected jointly by the Parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration will be commenced and conducted by JAMS pursuant to its then-current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules or, where appropriate, pursuant to JAMS' Streamlined Arbitration Rules and Procedures. All applicable JAMS rules and procedures are available at www.jamsadr.com. Each Party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator's award may be entered in any court having jurisdiction. This Section does not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration will take place in the United States county where you reside. The Parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The Parties will cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information, including electronically stored information, relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement prevents us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
You agree that any arbitration or proceeding will be limited to the Dispute between us and you individually. To the full extent permitted by law: (i) no arbitration or proceeding will be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class-action basis or to utilize class-action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
15.1 Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that Company may, upon written notice to you, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction, whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise. Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.
15.2 Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.
15.3 Publicity. Except as set forth in an applicable Order Form, neither Party will make any public announcements, press releases, or other news releases, whether in the form of news releases, advertising or solicitation materials, or blog or social media postings, related to or in connection with this Agreement, nor use the other Party's name, trademarks, service marks, or logos, without the other Party's express written permission.
15.4 Governing Law and Venue. This Agreement is governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to conflict of law principles, except that the Standard Contractual Clauses incorporated into the DPA are governed as provided in Section 12.2 of the DPA. For disputes that are not subject to binding arbitration under Section 13, each Party irrevocably and unconditionally agrees that any legal action or suit related to this Agreement may be brought in any state or federal court of competent jurisdiction sitting in the State of Delaware.
15.5 Notices. Notices that Company is required to give Customer under this Agreement may be given via Customer's dashboard on the Platform or by email to the administrative contact recorded in Customer's account, and will be effective as of the date Company posts or sends such notice. Notwithstanding the foregoing, any notice of a Personal Data Breach under Section 8 of the DPA and any notice of an intended change of Sub-processor under Section 6.4 of the DPA will be given by email to the security, privacy, or administrative contact recorded in Customer's account, and Customer is responsible for maintaining current and monitored contact details for that purpose. Notices that Customer is required to give Company under this Agreement must be in writing and delivered personally, by email to [email protected], or by national overnight courier, and will be effective upon actual delivery to and receipt by Company.
15.6 Independent Contractors. The Parties are independent contractors. Neither Party will be deemed an employee, agent, partner, joint venturer, or legal representative of the other Party for any purpose, and neither Party has any right, power, or authority to obligate the other Party.
15.7 Severability. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement will remain in full force and effect. Any provision of this Agreement that is unenforceable in any jurisdiction will be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions.
15.8 Force Majeure. Neither Party will be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, epidemic or quarantine restrictions, freight embargoes, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers (collectively, a "Force Majeure Event"). When a Force Majeure Event arises, the affected Party will notify the other immediately in writing of its failure to perform, describing the cause of failure, how it affects performance, and the anticipated duration of the inability to perform. Nothing in this Section 15.8 excuses any payment obligation hereunder.
15.9 Third-Party Beneficiaries. Except as set forth in this Agreement and in the Standard Contractual Clauses incorporated into the DPA, the Parties agree that there are no third-party beneficiaries under this Agreement.
15.10 Complete Understanding. This Agreement, together with the Privacy Policy, the DPA, and all attached schedules and Order Forms, constitutes the final and complete agreement between you and us regarding its subject matter, and supersedes any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including any confidentiality or non-disclosure agreements. We may modify this Agreement only in accordance with the modification provisions set out in the preamble and, in respect of the DPA, Section A.5 of the DPA.
CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
