These General Terms and Conditions of Use and Contracting (hereinafter, the “Terms and Conditions”) govern the access and use of the platform accessible through the domain name Cami.ai (the “Platform”), as well as the acquisition of the service offered through it.
Cami (the “Licensor”) is the developer and provider of a deep-learning powered infrastructure for automated conversations (Cami’s platform, including any software code, algorithms, utility, application software interfaces, tools, reports and analytics capabilities shall be collectively referred to herein as the “Platform” or “Cami”).
For the purposes of this document, “Company” is an organization that uses Cami platform to automate their customer communications.
The Company will start using the Platform once the subscription ordered is fully complete. Once completed, the Company’s employees or service providers who are explicitly authorized by the Company to use the Platform (each, a “Permitted User”). Company will remain solely responsible and liable for the activity that occurs in any Platform accounts created for the Company and for any breach of this Agreement by a Permitted User.
In order to use the Platform, Permitted Users shall upload or submit certain texts, orders, instructions or other content to the Platform (the “Company Content”). As between the Parties, Company owns all right, title and interest in and to the Company Content and is solely responsible for the legality and appropriateness of all Company Content and for compliance with all laws and regulations applicable to Company Content, including, without limitation intellectual property, privacy and data protection laws and regulations.
Platform reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the website, or by sending a notice to the company. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
Licensor hereby certifies that it has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and that it will not enter into any such conflicting agreement or obligation during the term of this Agreement.
Without prejudice to the Company’s obligations under the Section titled “Prohibited Uses” below, without Company represents and warrants that: (i) it will use the Platform, in compliance with any applicable laws, including without limitation privacy protection laws; (ii) it has obtained all approvals, consents, authorizations, permits or licenses required for the use, monitoring, processing, analyzing, storing and transferring of the Company Content by Cami for the purposes of performing its obligations hereunder; (iii) it has obtained all applicable governmental permits or certifications which may be required under this Agreement; (iv) use the Platform for illegal or immoral purposes, or for the purpose of infringing any rights of third parties.
According to these Terms and Conditions, as well as all the conditions involving the Cami Services, the duration of the Service will be defined by the type of subscription detailed in SOW. Cami reserves the unilateral right to temporarily suspend or definitely terminate the rendering of the Services through the Website.
Cami shall not:
– divulge or communicate to any person, including by way of publication;
– use for its own purposes or for any purposes other than those of the Company; or
– through any failure to exercise due care and diligence, cause any unauthorized disclosure of;
any Confidential Information (as defined below). These restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through the default by Cami.
In the event that a Cami shall be legally required (by formal questioning or, in the written opinion of its legal counsel, by applicable law) to disclose any Confidential Information, Cami shall immediately notify the Company of such request or requirement prior to disclosure so that the Company may seek an appropriate protective order with the reasonable assistance of Cami, and/or waive compliance with the terms of this undertaking, at the Company’s absolute discretion. If such order or waiver is not timely obtained, only such portion of the Confidential Information as specifically required shall be disclosed. For the avoidance of doubt, any information disclosed pursuant to such event, shall continue to be deemed as Confidential Information.
“Confidential Information” means all information which is identified or treated by the Company and/or its shareholders and/or its subsidiaries and/or its affiliates (the “Related Entities”) as confidential or which by reason of its character or the circumstances or manner of its disclosure is evidently confidential including (without prejudice to the foregoing generality) any business plans, proposals relating to the acquisition or disposal of a company or business or proposed expansion or contraction of activities, maturing new business opportunities, research and development projects, designs, secret processes, trade secrets, source codes, sales statistics and forecasts, marketing strategies and plans, costs, profit and loss and other financial information (save to the extent published in audited accounts), prices and discount structures, and also information regarding the compensation of any of the Company’s (or of any Related Entity’s) employees or service providers. Confidential Information shall also include any information received by the Company (or by any Related Entity) or any of its employees or service provider from any third party under confidentiality obligations of the Company (or of any Related Entity) towards such third party, as long as such information is identified to Cami as confidential.
Upon termination of engagement with the Company for any reason, or at the Company’s first request, whichever is earlier, Licensor shall promptly return to the Company any and all copies of Confidential Information. Confidential Information that Licensor is obligated to retain under applicable law shall be retained for the period prescribed by law and shall be maintained in confidentiality.
For the purposes of this Clause, “Intellectual Property Rights” means any and all intellectual or industrial property rights (whether registered or unregistered) including, without prejudice to the generality of the foregoing, all existing and future copyrights, design rights, database rights, trademarks, trade secrets, internet rights/domain names, know-how, patents and any and all applications for any of the foregoing and any and all rights to apply for any of the foregoing.
The Platform, any documentation pertaining thereto, any and all derivative works, improvements, enhancements, updated and upgrades thereof or thereto and any Intellectual Property Rights therein or related thereto are not for sale, and shall remain Licensor’s sole and exclusive property. This Agreement does not convey to Company any interest in or to the Platform but only, as aforesaid, a limited revocable right to use the Platform during the Term in accordance with the terms of this Agreement. Nothing herein constitutes a waiver of Cami’s Intellectual Property Rights under any law.
Cami may collect, disclose, publish and use in any other manner anonymous information which is derived from the use of the Platform and/or the Company Content (i.e., non-identifiable information, aggregated and analytics information) that it does not identify any individual person (collectively, “Analytics Information”)), in order to provide and improve the Platform’s functionality, for R&D purposes and for any other legitimate business purpose. Notwithstanding anything to the contrary contained herein, Cami is and shall remain the sole owner of the Analytics Information.
If Company contacts Cami with feedback data (e.g., questions, comments, suggestions) regarding the Platform (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and Cami shall have a non-exclusive, royalty-free, worldwide, perpetual and irrevocable license to use or incorporate such Feedback into the Platform and/or other current or future products or services of Cami (without the Company’s approval and without further compensation to the Company).
Company and/or its Permitted Users may only access the Platform via its designated account(s). Except as expressly permitted herein, without the prior written consent of Licensor, Company must not, and shall not allow any Permitted User or any other third party to, directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the Platform; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Company’s rights under this Agreement with or to anyone else; (iii) copy, distribute or reproduce the Platform for the benefit of third parties; (iv) disclose the results of any testing or benchmarking of the Platform to any third party, or use such results for Company’s own competing software development activities or use the Platform in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Licensor ‘s business; (v) modify, disassemble, decompile, reverse engineer, revise or enhance the Platform or attempt to discover the Platform’s source code or the underlying ideas or algorithms of the Platform. For the avoidance of doubt, such restriction shall also apply to any on-prem agent (if provided by Licensor, and subject to additional restrictions that may apply thereto); (vi) use the Platform in a manner that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or Intellectual Property Rights of any third parties including without limitation copyright, trademarks, designs, patents and trade secrets; (vii) remove or otherwise modify any of Cami ‘s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Platform nor copy any local agent, or any written materials accompanying the Platform; (viii) use the Platform for any purpose other than for the purpose for which the Platform is designated for, other than in compliance with the terms of this Agreement, or in any unlawful manner; (ix) circumvent, disable or otherwise interfere with security-related features of the Platform (or the designated accounts) or features that enforce limitations on the use of the Platform (or the designated accounts); (x) use the Platform without receiving all applicable consents for the collection and processing of personally identifiable information as required under any applicable law; (xi) integrate the Platform (or any part thereof) other than as permitted in its documentation or instructed in writing by Cami; (xii) ship, transfer, or export the Platform into any country, or make available or use the Platform in any manner, prohibited by applicable laws (including without limitation export control laws, as applicable); or (xiii) access, store, distribute, or transmit during the course of its use of the Platform any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful, threatening, obscene or infringing material.
Licensor acknowledges and agrees to defend, at its expense, any third party action or suit brought against the Company alleging that the use of the Platform in accordance with this Agreement infringes Intellectual Property Rights held by any third party (“IP Infringement Claim”), and Cami will pay any damages awarded in final judgment of a competent court against the Company that are attributable to any such claim; provided that (i) the Company notifies Cami promptly in writing of such IP Infringement Claim; and (ii) the Company grants Cami sole authority to handle the defense or settlement of any such claim, suit or proceeding and will provide Cami with all reasonable information and assistance, at Licensor’s expense. For the avoidance of doubt, Cami will not be bound by any settlement that the Company enters into without Cami’s prior written consent. Notwithstanding the foregoing, Cami shall have no responsibility for IP Infringement Claim resulting from or based on: (i) modifications to the Platform made by a party other than Cami or its designee; (ii) the Company’s failure to use updated or modified versions of the Platform provided by Cami specifically to avoid infringement; or (iii) the combination or use of the Platform with equipment, devices or systems not supplied or authorized by Cami or not in accordance with Cami’s instructions.
This Agreement shall be governed by, and construed and enforced in accordance with, the law of the state of Texas, without regard to the conflict of law rules thereof. The Parties irrevocably agree that the competent courts of Denton county, Texas are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.
Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any of the Parties, shall be cumulative and not alternative.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction and further provided that the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the Parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.