Special Conditions of Service for the expert.ai Studio plug-in
This agreement for the supply of the Studio plug-in is made of the Special Conditions of Service ("SCS") applicable from time to time to the software ordered herein and its annexes, together with the General Terms of Service ("GTS"), hereinafter, jointly referred to as "Contract". 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.
Acceptable Use: the licensed uses of the Plug-in and the Modules and the applicable restrictions as better described in Sections 7.4 and 7.5 below.
Controller: 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).
General Terms of Service (or "GTS"): the general terms of service available at https://policies.expert.ai/terms/ that together with any applicable Special Conditions of Service govern the provision of Plug-in by Expert.ai S.p.a. ("expert.ai").
GDPR: the General Data Protection Regulation (EU) 679/2016 and subsequent modifications.
Heuristics: the rules, configurations, or other custom features developed by Customer in expert.ai's Plug-in and embedded into custom Modules so as to develop specific solutions for their needs in accordance with the Acceptable Use.
Modules (or CPK): a combination of expert.ai's proprietary software and Knowledge Graph and custom Heuristics implemented by Customer with expert.ai Studio plug-in.
Production Application: an application that is directly or indirectly accessed by Customer's end-users and that is used for more than gathering feedback or acceptance testing of that application.
Plug-in: the expert.ai Studio Plug-in described in Section 1 below.
Special Conditions of Service (or SCS): these specific terms governing the download and licensed uses of the expert.ai Studio plug-in, described in these SCS and available at http://policies.expert.ai/studio/specificterms/
User Account Administration: https://developer.expert.ai/ui/profile/
Website: the website http://developer.expert.ai or other URL that may be identified in writing by expert.ai in the future.
1. Plug-in Description
1.1 The expert.ai Studio plug-in ("Plug-in") is an integrated development environment (IDE) with which Customer can develop and/or prototype custom natural-language understanding (NLU) Modules for integration into their applications. Modules are packaged as CPK resource files that can be loaded into an application by using appropriate libraries provided by expert.ai under separate license terms. The Plug-in enables the use and customization of expert.ai Natural Language technology and the Modules arising therefrom in the manner and the terms set out in this Contract
More information is available at https://docs.expert.ai/studio/latest/
2. Contract effective date
2.1 This Contract shall be effective from the date on which the Customer accepts the GTS and SCS before the first use of the Plug-in.
3. Duration of Contract and Withdrawal
3.1 The Contract has a duration of one year after the effective date and will be implicitly renewed for periods of equal duration, in the absence of receipt by expert.ai of written notice from the Customer to the contrary by sending an email to email@example.com at least 30 days before the first renewal date or the following anniversaries of these SCS.
3.2 The Customer may withdraw from this Contract at any time by sending an email to firstname.lastname@example.org with prior notice of no less than 30 (thirty) days.
3.3 Expert.ai may withdraw at no cost from this Contract, by sending an email to the email address made available by Customer 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.
3.5 Upon termination, the license rights granted to Customer under these SCS will automatically terminate, and Customer agrees to immediately remove and cease to use the Plug-in and will destroy all copies of the Plug-in's software or any part thereof.
4. Free of charge license
4.1 The Plug-in is provided free of charge, provided Customer's usage of the Plug-in and the Modules remains within the limits set forth in the Acceptable Use hereunder. Any use of the Plug-in and/or the Modules in a Production Application shall be deemed contrary to the Acceptable Use and shall entitle expert.ai to terminate the Contract and claim compensation for damages unless the Parties otherwise agree in writing in a separate commercial license agreement.
5. Communication and Notices
Notices under this Contract shall be sent to the following addresses:
For the Customer: to the email address made available by Customer.
6. Obligation of compliance, vigilance and security
6.1 The Customer acts as a Controller under GDPR and has sole responsibility for the accuracy and lawfulness of the processing and use of Customer's personal data while using the Plug-in hereunder. Customer shall also comply with the applicable local, state, national and foreign laws, as well as treaties and regulations regarding the use of the Plug-in, including those related to data protection laws. Customer will obtain and maintain any required consents or authorizations necessary to ensure compliance.
6.2 The Customer is responsible for technical support and maintenance of its applications that are required for receiving the Plug-in.
6.3 The Customer undertakes, for all legal purposes, to ensure the proper use of the Plug-in and the Modules 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 Plug-in and the Modules, as well as for any theft, loss or violation of infrastructure access credentials or access to the Plug-in.
6.4 The Customer shall immediately notify expert.ai by email at email@example.com in case of unauthorized use of the Plug-in and/or any key or account or any other breach of security known and will make every reasonable effort to immediately stop any use of the Plug-in and/or the Modules.
6.5 The Customer will not, and will not allow third parties to:
(a) access the Plug-in in a way intended to build a competing product or Plug-in or for other competing purposes;
(b) disclose or use the Plug-in for the purpose of disclosing, directly or indirectly, publicly or privately, the results of any benchmark of the Plug-in to a third party unless expressly authorized by expert.ai;
(c) use the Plug-in and/or Modules for activities where the use or failure of the Plug-in and/or the Modules 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.ai's or any other third party's intellectual property rights;
(e) use the Plug-in and/or the Modules 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) send data containing viruses, worms, Trojan horses or any computer code, files, scripts, agents or programs that may damage hardware or software; (g) interfere with the integrity or performance of, or circumvent any aspect of the Plug-in.
6.6 In the occurrence of one of the above-mentioned cases, expert.ai may terminate the Contract pursuant to Article 9.1 of the GTS.
7. Licensed rights. Acceptable Use and Restrictions. Protection against third party infringement claims
7.1 The Customer acknowledges and agrees that this Contract does not constitute a sale or transfer of any title or right of ownership of the Plug-in and its upgrades, documentation and any other application/program possibly linked to the use of the Plug-in.
7.2 Customer shall promptly notify expert.ai in writing of any actual or threatened claim by a third party and based on use of the Plug-in (excluding any open source software contained therein) according to this Contract. Customer shall give sole control of the defense thereof and any related settlement negotiations to expert.ai, and Customer shall cooperate with expert.ai at expert.ai's request and expense, assisting expert.ai in such defense. If the Plug-in becomes or, in expert.ai's opinion is likely to become, the subject of a claim that it infringes the rights of any third party, Customer will permit expert.ai, at expert.ai's option and as the sole and exclusive remedy, to either: (i) procure for Customer the right to continue using the Plug-in, or (ii) replace and modify the Plug-in so that it becomes non-infringing.
7.3 In no event expert.ai shall be liable for any third party claim that arises as a result of: (a) any modification of the Plug-in by any party other than expert.ai or as otherwise allowed under this Contract; (b) use of the Plug-in other than in accordance with expert.ai provided documentation or the Contract; (c) combination of the Plug-in with other products, equipment, hardware, software or data (including the Heuristics), if such claim would have been avoided by not so combining the Plug-in; or (d) use of a superseded release of the Plug-in if the infringement would have been avoided by the timely implementation of such a release. In the event of an infringement action or claim against expert.ai that is based on any of the exceptions as set forth above, Customer will defend such action or claim at its own expense and will indemnify expert.ai for all damages and costs incurred by expert.ai in connection with such action or claim or agreed to in any monetary settlement thereof. THE FOREGOING STATES EXPERT.AI'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS OF ANY KIND.
7.4 Acceptable Use. Subject to the terms of this Contract expert.ai hereby grants to Customer a non-exclusive, non-transferable and revocable license to download and use the Plug-in and the Modules, only for test and development purposes and in accordance with the Acceptable Use and the additional conditions and restrictions set forth in these SCS. Expert.ai may provide documentation describing detailing the nature of the Plug-in and appropriate methods for using it; use of the documentation is likewise granted to Customer within the boundaries and for the purposes set forth in the Acceptable Use. Customer will comply with any such methods specified. No license is granted with respect to source code of the Plug-in of any kind.
7.5 Restrictions. Customer shall comply with all applicable laws and regulations in using the Plug-in and the Modules as authorized herein. Customer shall not, directly or indirectly, alone or with any other party, with or without consideration use the Plug-in and/or expert.ai's proprietary software included in the Modules for different purposes other than those identified in Section 7.4 above and, without limitation shall not:
(a) distribute, transfer, resell, rent, lease, sublicense or loan its rights hereunder to any other party, or distribute any applications embedding the Plug-in or otherwise enable any other party to use the Plug-in and/or the Modules unless expressly authorized by expert.ai under a separate written agreement; and/or
(b) disassemble, reverse engineer, translate, decompile, decode or modify the Plug-in or in any other manner attempt to extract the source code of any expert.ai software or create derivative works of either the Plug-In and/or expert.ai's proprietary software included in the Modules or make any enhancements, adaptations or translations of the Plug-in, except to the extent this Contract and/or applicable law specifically prohibits any such restriction; and/or
(c) remove any designation or sign enabling to distinguish the Plug-in, such as copyright notice, expert.ai's logo or trademarks or any other form of designation; and/or
(d) use the Plug-in and/or the Modules within the digital advertising software field, for the purpose of monitoring, measuring, reporting, analysing, assessing, predicting or optimizing digital advertising viewability, fraud prevention, brand safety and brand suitability; and/or
(e) use or deploy the Plug-in and/or the Modules into Production Applications or for production purposes; and/or
(f) copy, modify, create a derivative work (other than Customer's own Modules) of, create a competitive product of either the Plug-In and/or expert.ai's proprietary software included in the Modules, build a product using similar ideas, features, or functions of the Plug-in or reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of either the Plug-in and/or expert.ai's proprietary software included in the Modules, unless expressly authorized by expert.ai hereunder and/or under a separate written agreement;
(g) violate or encourage the violation of the legal rights of others or applicable law, including without limitation, laws, regulations, policies and directives relating to intellectual property, privacy, security, electronic communications, advertising, terrorism, corruption, child protection and import/export laws.
In the occurrence of the one of the above-mentioned cases, expert.ai may terminate the Contract pursuant to Article 9.1 of the GTS.
7.6 Customer is responsible for compliance of its activities and usage of the Plug-in in accordance with Acceptable Use criteria.
8. Updates. Modifications. Customer's feedback
8.1 Expert.ai may update the Plug-in from time to time but does not assume any obligation to give prior notice to Customer of any such updates.
8.2 Expert.ai shall not be liable for any damages resulting from Customer's use or the inability to use the Plug-in caused by Customer's failure to download the requested updates.
8.3 For the sake of clarity, the Parties acknowledge and agree that expert.ai has no obligation to provide any update activities for the Plug-in.
8.4 Feedback. Customer may provide, directly or indirectly, expert.ai with any comments, reports, feedback, suggestions, proposal of enhancement or modifications in respect to the Plug-in ("Feedback"). Customer acknowledges and agrees that (i) Feedback is provided on a non-confidential basis and does not violate the rights of any third party; (ii) expert.ai shall be entitled to use the Feedback at its entire discretion, including, without limitation, for the purposes of amending or enhancing the Plug-in and/or any other service made available to its customers. To this extent customer hereby grants expert.ai a perpetual, irrevocable, transferable, sublicensable, nonexclusive license to use the Feedback for the abovementioned purposes.
9. Limitations of liability. Audit. Limited warranties
9.1 The Customer is responsible for the use of the Heuristics in combination with the Plug-in and represents and warrants that (a) it is the owner and/or sole legitimate holder of all the rights to the Heuristics necessary and/or needed in order to allow it to be used on the Plug-in according to this Contract, (b) neither the Heuristics nor their combination with the Plug-in shall infringe any intellectual property rights of any third Party and no third party may claim ownership of such Heuristics.
9.2 Customer shall at all times during and after the term of this Contract defend, indemnify, keep indemnified and hold harmless expert.ai against all claims, demands, actions, proceedings brought against expert.ai 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 use of the Heuristics and/or by any use of the Plug-in and/or the Modules outside the Acceptable Use.
9.3 Expert.ai reserves the right to (i) review the Customer's Application and Customer Data for compliance with legislation or Acceptable Use and (ii) remove and/or suspend User Account Administrator, in case of misuse or abuse of the licensed rights granted herein.
9.4 Expert.ai shall have the right, but not the obligation, to audit Customer's use of the Software, upon reasonable written notice to Customer. Customer shall assist and provide expert.ai with any information or documentation relating to Customer's access or Customer's use of the Software, as reasonably necessary to carry out any such audit.
9.5 WARRANTY DISCLAIMER. EXCEPT FOR ANY LIMITED WARRANTIES THAT MAY BE PROVIDED PURSUANT TO THIS CONTRACT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPERT.AI AND ITS LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. EXCEPT FOR ANY LIMITED WARRANTIES THAT MAY BE PROVIDED PURSUANT TO THE AGREEMENT, THE PLUG-IN IS PROVIDED "AS IS," "WHERE IS", AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. EXPERT.AI DOES NOT WARRANT THAT THE PLUG-IN OR ITS FUNCTIONALITIES WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR-FREE.
9.6 Customer's use of the Plug-in and the Modules is at its sole risk. Under no circumstances shall expert.ai be liable for any direct, indirect, special or consequential damages that result from the use of, or the inability to use, the Plug-in and/or the Modules. In no event shall expert.ai have any liability to Customer for damages, losses and causes of action for accessing the Plug-in, in relation to the use of the Plug-in and/or Customer's content/data (including the Heuristics) and/or the information/materials/data processed with the Plug-in. Expert.ai 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 Plug-in and/or the Modules 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.
9.7 In no event will expert.ai or its licensors be liable for special, indirect, exemplary, incidental or consequential damages (including, without limitation, lost profits, business interruption, and loss or inaccuracy of information), regardless of the form of action, even if the claim was reasonably foreseeable or if expert.ai was advised of the possibility of such damages.
9.8 IN NO EVENT WILL EXPERT.AI'S OR ITS LICENSORS' AGGREGATE LIABILITY UNDER ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT EXCEED 1 (ONE) EURO. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. CUSTOMER ACKNOWLEDGES THAT EXPERT.AI WOULD NOT ENTER INTO THIS CONTRACT WITHOUT THESE LIMITATIONS OF LIABILITY.
10. Export Restrictions
10.1 The Plug-in may be subject to export laws and regulations. Customer shall comply with all domestic and/or international export laws which apply to the Plug-in. Customer will indemnify, defend, and hold harmless expert.ai from and against any claim, loss, liability, or damage suffered by expert.ai related to Customer's breach of this provision.
10.2 Customer also agrees that expert.ai may withhold provision of Plug-in, products and/or technical information and materials under this Contract if expert.ai believes, in good faith, that Customer has breached this provision.