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Special Conditions of Service ("SCS") for the expert.ai Natural Language API ("Service")

This agreement for the supply of the expert.ai Natural Language API Service (hereinafter, jointly referred to as "Contract") is made of the Special Conditions of Service ("SCS") applicable from time to time to the Services ordered herein and its annexes, namely the General Terms of Service ("GTS") in Annex A, the Pricing Terms in Annex B, the Service Level Agreement ("SLA") in Annex C and the Data Processing Agreement in Annex D (collectively, "Annexes"). Order of prevalence between these documents shall be disciplined pursuant to Article 1.3 of the GTS. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms set forth in the GTS or the SCS respectively.

1. Service Description

1.1 The API Service enables the use of Infrastructure, the ability to upload Content and use the software provided by Expert System, in the manner and the terms set out in the Contract. The Service provides a natural language understanding service whereby the Customer or the Customer Application may submit Content to the API endpoint and receive corresponding linguistic analysis as defined in the API documentation (the "Output") accessible at https://docs.expert.ai/ The Customer will also have access to a User Account Administration interface on the API Website. Usage of the API is dependent upon the use of an individual Token that is assigned to Customer during the registration process.

1.2 Access to and usage of Content by Expert System in performing the Service hereunder is strictly and exclusively limited to the technical operations required to produce the Output (usually less than a second). For avoidance of doubt, Expert System stores neither the Content nor the Output nor processes them outside of the time and scope limitations set forth in this section. As a consequence, Content and Output backup activity remains the sole responsibility of the Customer, who is thus called upon to determine and adopt the relevant prevention and safety measures at its own expense.

2. Contract effective date

2.1 This Contract shall be effective from the date on which the Customer accepts the Contract by clicking the "I accept" button at the end of the registration procedure.

3. Duration of Contract and Withdrawal

3.1 The Contract has a duration of 12 (twelve) months and will be implicitly renewed for periods of equal duration, in the absence of receipt by Expert System of written notice from the Customer to the contrary by registered letter with proof of receipt or certified electronic mail (PEC) or fax at least 30 days before the first renewal date or the following anniversaries of the SO.

3.2 The Customer may withdraw at no cost from this Contract at any time by registered letter with return receipt to the stated address or certified electronic mail (PEC) with prior notice of no less than 90 (ninety) days.

3.3 Expert System may withdraw at no cost from this Contract by written notice to the other party, by registered letter with return receipt or by certified electronic mail, with prior notice of no less than 30 (thirty) days.

3.4 In case of termination of this Contract for any reason whatsoever, Article 9.3 of the GTS shall apply.

4. Billing methods

4.1 The Service is offered either on a Free Tier or a Commercial Tier basis, depending on Customer's actual usage. For usage beyond the Free Tier limits, the Customer shall pay for the Service on the basis of a monthly consumption charge based on the Service selected, the volume of Content submitted to the API, the activities performed by the Customer's accounts and other criteria described in the API Pricing Terms available on: https://policies.expert.ai/nlapi/pricing The following provisions shall apply in case of Commercial Tier usage only.

4.2 The fees agreed to in this Contract will be billed on a monthly basis according to Customer's actual usage.

4.3 The invoice will be sent and/or made available to the Customer in an electronic format.

4.4 Expert System will share the Customer's consumption report on a daily basis in a User Account dashboard. The Customer may object to the Service usage information or confirm the usage report within 7 days from the Expert System communication by sending an email to api.support@expert.ai

4.5 In the absence of receipt by Expert System of written notice from the Customer to object to the consumption report, the latter will be deemed accepted by the Customer.

5. Terms and methods of payment

Terms and methods of payment are defined at https://developer.expert.ai/settings/profile

6. Endpoint Interfaces

The Service is provided at the following API endpoint: https://nlapi.expert.ai

7. Communication and Notices

Notices under this Contract shall be sent to the following addresses:

For Expert System:
Rovereto (TN), Via Fortunato Zeni 8
certified electronic mail address ("PEC"):
amministrazione_expertsystem@pec.it;
email: api.support@expert.ai

For the Customer: to the email address specified by Customer at the time of registration.

For sake of clarity the above contact details shall prevail on any different contact details provided by Customer during registration to the Service.

8. Definitions

API (or Service): application programming interface, software interface made available by Expert System and used by the Customer to translate their requests into commands which are executable by the Infrastructure and in order to interact with the Infrastructure or otherwise be used in connection with the Service.

Commercial Tier: has the meaning set forth in the "Billing methods" section.

Controller: means in general the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data (article 4.7 of the GDPR).

Customer Application: Customer software performing the REST API call to perform the Services.

DPA: Data Processing Agreement provided for in Annex D or at https://policies.expert.ai/dpa

GDPR: General Data Protection Regulation (EU) 679/2016 and subsequent modifications.

Free Tier: The Customer may use the Service without charge provided its usage remains within the Free Tier limits defined in the corresponding Pricing Terms available at: https://policies.expert.ai/nlapi/pricing/

Infrastructure: the infrastructure to which the Customer will have access through APIs under the Contract; it includes all computational source and middleware necessary for the use of the API.

Ordinary maintenance: is intended as the scheduled maintenance by Expert System.

Output: means the linguistic analysis performed by the Service on the Content, returned to the Customer or Customer Application in JSON format, as defined in the Service Description section and in greater detail in the API documentation accessible at: https://docs.expert.ai/

Processor: means in general a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller (article 4.8 of the GDPR).

Special Conditions of Service (or SCS) means the specific terms governing the delivery of the expert.ai Natural Language API (Service), described in this document and accessible at: https://policies.expert.ai/nlapi/specificterms

Service: API service offered by Expert System, as better described in the "Service Description" section above.

SLA: Service Level Agreement as detailed in Annex C. The document identifies service levels applicable to the Services provided by Expert System. It can be consulted at the following link: https://policies.expert.ai/nlapi/sla

Token: A unique string of alpha-numeric characters, assigned to the Customer during the registration process, that authenticates the Customer or Customer Application when accessing the Service.

Unscheduled maintenance: unplanned maintenance of Expert System due to events beyond the reasonable control of Expert System.

User Account Administration: https://developer.expert.ai/settings/profile/

Website: The website https://developer.expert.ai or other URL that may be identified in writing by Expert System in the future.

For other Definitions used in the SCS, please refer to the GTS.

9. Registration. Obligation of vigilance and security

9.1 The Customer must complete a registration procedure on the Website.

9.2 The Customer is sole responsible for all the activities of the Customer's account and for the security of its Username, Password and Token.

9.3 The Customer is responsible for the use of the Service and the API, and for technical support and maintenance of Customer's applications that are needed to receive the Services.

9.4 The Customer undertakes, for all legal purposes, to ensure the proper use of the Service and the Output by its employees, collaborators and agents and to put in place all appropriate measures to prevent any undue access/use by unauthorized persons, remaining in the exclusive party in charge of the use of the Service and the legality of the Content, as well as for any theft, loss or violation of infrastructure access credentials or access to the Service.

9.5 The Customer shall immediately notify Expert System by email at api.support@expert.ai in case of unauthorized use of any key or account or any other breach of security known and will make every reasonable effort to immediately stop any copying or distribution of the Content of the Service that the Customer or its users are aware of.

9.6 The Customer will not, and will not allow third parties to:
(a) Create multiple accounts and/or access the Service in a way intended to avoid incurring fees or exceed usage limits or fee quotas or other contractual limitations.
(b) Disclose or access the Service for the purpose of disclosing, directly or indirectly, publicly or privately, the results of any benchmark of the Service to a third party unless expressly authorized by Expert System;
(c) Use the API and/or the Service and/or the Output for activities where the use or failure of the API/Service and/or the Output could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, life support systems, or weaponry);
(d) Process or encourage the processing of any data that is illegal, obscene, threatening, defamatory, or is in any way harmful to minors, or violates the legal or privacy rights of third parties, as well as Expert System's or any other third party's intellectual property rights;
(e) Use the Service in the context of illegal activity, or for any invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
(f) Interfere with the integrity or performance of, or circumvent any aspect of the API Service or Infrastructure;
(g) Attempt to gain unauthorized access to the Service or Infrastructure;
(h) Use the Service and/or the Output within the digital advertising services field, for the purpose of monitoring, measuring, reporting, analysing, assessing, predicting or optimizing digital advertising viewability, fraud prevention, brand safety and brand suitability.

9.7 In the occurrence of one of the above-mentioned cases, Expert System may terminate the Contract pursuant to Article 9.1 of the GTS.

10. Registration procedure

When first creating an account to access the Service, Customer will follow instructions at https://developer.expert.ai/login to provide their identifying information and validate their email address to complete the registration process.

11. Customer License

11.1 The Customer acknowledges and agrees that this Contract does not constitute a sale or transfer of any title or right of ownership of Expert System's API software, Infrastructure, Output, software and its upgrades, documentation and any other application/program possibly linked to the use of the Service.

11.2 Subject to the terms of this Contract (and payment, if applicable under the Commercial Tier) of all relevant fees, Expert System hereby grants to Customer a non-exclusive, non-transferable and revocable license to:
(a) access the Infrastructure;
(b) use the API and the Infrastructure only in connection with the purpose of receiving the Services; and integrate the API within their software application, under the limitations set forth in this Contract;
(c) use the Output as permitted under the Contract.

11.3 Restrictions. Customer shall comply with all applicable laws and regulations in using the API software, the Output and the Services as authorized herein. Customer shall not, directly or indirectly, alone or with any other party, with or without consideration:
(a) Distribute, transfer, resell, rent, lease, sublicense or loan its rights hereunder to any other party, or otherwise enable any other party to use the Service, the API, the Infrastructure and/or the Output; and/or
(b) Disassemble, reverse engineer, translate, decompile, decode or modify the API or in any other manner attempt to extract the source code of any Expert System software or create derivative works or make any enhancements, adaptations or translations of the API, except to the extent applicable law specifically prohibits any such restriction; and/or
(c) Remove any designation or sign enabling to distinguish the Services and/or the Infrastructure and/or the Output, such as copyright notice, Expert System's logo or trademarks or any other form of designation.

11.4 Diagnostics, tools, test equipment and other items used in the performance of Services may be furnished or otherwise made available by Expert System. No title or license to such items is granted to Customer and such items will remain the exclusive property of Expert System.

12. API Updates; Modifications

Expert System may update the API Service from time to time and shall notify Customer with reasonable written notice any requested update of its software code that is deemed necessary to fully exploit the functionalities of the Service. Expert System shall not be liable for any damages resulting from Customer's use or the inability to use the Services caused by Customer's failure to implement the requested updates.

13. Maintenance

Expert System will have the right to make updates, patches, fix bugs, or perform other maintenance activities on the Service and/or the Infrastructure. It is understood that Expert System will make reasonable efforts to promptly notify the Customer of scheduled Ordinary Maintenance and the Customer agrees to make every reasonable effort to comply with all maintenance requirements that will be requested by Expert System with adequate prior notice.

Expert System, to the extent possible, without assuming any obligation in this respect, will take all reasonable efforts to forewarn the Customer of unscheduled maintenance and to minimize the inconvenience resulting from such interventions.

14. Suspension of the Service

In case of a temporary suspension of the Customer's access to the Service and/or in the event of termination, for any reason, of the Contract the Customer remains liable to pay Expert System the service fees due according to the applicable subscription plan (if the Commercial Tier applies) until the date of the effective suspension or cessation, as well as the amounts due for the functionalities to which the Customer may continue to have access, in the case of partial suspension or termination.

15. Services offered by third-parties

15.1 The Service contains functionalities designed to interact with specific services of third parties (for example, hosting and cloud connectivity). These Service functionalities depend on the availability of the services offered by the third-party providers, including their Application Programming Interface ("Third Party API") where applicable. Expert System does not guarantee the constant or continuous functioning of products or services offered by third parties.

15.2 Whenever one of these third-party providers ceases to make its services and/or Third Party API available, Expert System reserves the right to:
(a) cease providing the corresponding functionalities with reasonable notice or
(b) unilaterally terminate this Contract, in any case by giving notice of no less than 3 (three) months, and without this giving any right to reimbursement, damages, or any other payment to the Customer for any reason.

15.3 Expert System will undertake all reasonable efforts to provide reasonable notice to the Customer in the event of an interruption or suspension of the services provided by third parties. The Customer acknowledges and takes note of the fact that such a notice may sometimes not be given, for example in the event of an emergency or for security reasons.

15.4 Any acquisition by the Customer of third-party products or services, including but not limited to applications of third parties, for example for purposes of hosting, and any exchange of data between the Customer and any third-party provider, exclusively concerns the relationship between the Customer and that third-party provider and Expert System shall have no liability whatsoever for Service disruption or unavailability caused by any such third-party products or services.

16. Content. Limitations of liability

16.1 The Customer is responsible for the use of the Content on the Service. By entering any Content on the Service, the Customer gives Expert System authorization to use the Content on the Service and represents and warrants that (a) it is the owner and/or sole legitimate holder of all the rights to the Content necessary and/or needed in order to allow it to be used on the Service according to the Contract, (b) upload, use and any other processing of Content entered by Customer on the Service shall not infringe any intellectual property rights of any third Party and no third party may claim ownership of such Content. By making the Content available, the Customer represents and warrants that it is not in breach of the Contract or the rights of third parties or applicable laws.

16.2 Customer shall therefore at all times during and after the term of this Contract defend, indemnify, keep indemnified and hold harmless Expert System against all claims, demands, actions, proceedings brought against Expert System by a third party ("Claims") and awards awarded against them by a competent court of law ("Losses") resulting therefrom, to the extent that such Claims and Losses are based on any infringement of any third party's intellectual property rights caused as a result of upload, use or processing of any Content under this Contract.

16.3 Expert System does not check the Content in advance. However, Expert System reserves the right to remove and/or suspend access to Content and/or applications that are (or, at Expert System's discretion, appear to be, a product of breaches of the Contract), and to prohibit further access to and use of the Service.

16.4 The Service is provided "as is" and without warranties of any kind either express or implied. To the fullest extent permitted under applicable laws, Expert System disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, non-infringement and suitability for a particular purpose of the Service and/or the Output. Expert System does not warrant that the Service (or any Output arising therefrom) will be free from error. Customer's use of the Output is at its sole risk. Under no circumstances shall Expert System be liable for any direct, indirect, special or consequential damages that result from the use of, or the inability to use, the Service and/or the Output. In no event shall Expert System have any liability to Customer for damages, losses and causes of action for accessing the Service and/or the Output. Expert System will not be responsible for any damage, loss, or loss of profits, not due to the direct or indirect fault of the Customer and/or third parties in relation to the use of the Service and/or the Content and/or the Output and/or the information contained therein, such as, by way of non-exhaustive example, economic loss, loss or corruption of data, loss of benefits or interests.

17. Disclaimer

17.1 Despite Expert System having implemented appropriate technical and organizational measures to ensure an appropriate level of security, there is a possibility that hackers might access the Service and modify its contents, for example by adding damaging material, such as viruses, Trojans, worms, time bombs, cancel bots, corrupt files or any other type of destructive software that could damage the technical equipment or the property of others. In such cases, Expert System will not in any way be responsible for the damage, loss or modification to Customers and/or third parties generated by such occurrences.

17.2 Expert System shall not be liable, in any case, for any damages or prejudices of any nature resulting from the lack of continuity, availability, reliability, or usability of the Service, and, in particular and by way of mere example, for errors in accessing the Service.

17.3 The above described limitations shall apply to the maximum extent permitted under applicable laws.

18. Uptime Service Level

Expert System guarantees, with reasonable efforts, a continuous Service availability uptime in accordance with service support levels described in Annex C or the SLA policy at: https://policies.expert.ai/nlapi/sla/

19. Data Protection

19.1 With reference to the processing of personal data of the Parties, the Customer and the Supplier will mutually act as Controllers. The Privacy Policy implemented by Expert System as Controller is available at the following link: https://policies.expert.ai/privacy

19.2 With specific reference to the Services, the Supplier acts as a Processor according to the DPA available at the following link: https://policies.expert.ai/dpa and the Customer as the Controller.

19.3 Expert System undertakes to use and keep updated the administrative and technical standards to guarantee the security, confidentiality and integrity of the Customer's data collected by the Service or provided by those Customers within the Service. For this purpose, Expert System invites the Customers to read the Data Processing Agreement, which contains all the information related to the measures adopted by Expert System, as Processor, for the processing and the security of Customer data.

20. Account inactivity

If the Customer does not access the Service and has not incurred any Fees for the Service for a period of 60 consecutive days, Expert System reserves the right to terminate the Service and this Agreement with 15 days prior written notice.

21. GTS - Reference

The Supplier's GTS, available at the following link: https://policies.expert.ai/terms describe the general content of the obligations the Parties undertake with respect to the provision of the Service, in addition to the provisions of these SCS and its Annexes.