The use of the integrate.ai Platform by any individual or entity (in each case, a “Participant”) is governed at all times by the terms and conditions set forth below (the “User Terms”). Acceptance of these User Terms are a condition for such use. All capitalized terms used in these User Terms not otherwise defined herein will have the meaning set forth in the Service Description that can be found at https://www.integrate.ai/legal/servicedescription (the “Service Description”).
Application of Terms
The individual accepting these User Terms using Credentials provided to Participant represents and warrants that they are (i) authorized by the Participant identified in enrollment to use the integrate.ai Platform on Participant’s behalf, and (ii) have the authority to bind Participant to these User Terms. IAI reserves the right to update these User Terms by giving notice to Participant by e-mail or through the integrate.ai Platform. A Participant may not assign its rights under these User Terms without the express, written consent of IAI.
Term of Use
A Participant may have entered a purchase order to use the integrate.ai Platform (a “Host”), or may be another entity invited to participate in Data Science Usage with a Host. In the event a Host’s purchase order for a particular session of Data Science Usage terminates or expires for any reason, the Data Science Usage will terminate, and each Participant may only continue to use the integrate.ai Platform to export Customer Content as described in the Service Description. The provisions of these User Terms will survive any termination of any use or agreements to use the integrate.ai Platform.
Participant Obligations and Restrictions
Participant will:
(1) keep its Credentials secure and not share them with any other person;
(2) monitor and control use of Participant’s Account and all activity conducted using its Credentials;
(3) promptly notify integrate.ai, inc. (“IAI”) if Participant or any Participant personnel becomes aware or reasonably suspect any illegal or unauthorized activity or a security breach involving Participant’s access, including any loss, theft, or unauthorized disclosure or use of Credentials;
(4) use reasonable efforts to prevent unauthorized access to or use of the integrate.ai Platform;
(5) update the integrate.ai Software upon instruction from IAI in a reasonable timeframe; and
(6) comply with all applicable law in using the integrate.ai Platform, including all intellectual property, data, privacy and export control laws.
Participant will not (and will not permit anyone else to) do any of the following:
(1) provide access to, distribute, sell or sublicense the integrate.ai Platform to a third party or otherwise permit any access or use to the integrate.ai Platform except as expressly agreed with IAI;
(2) use the integrate.ai Platform to develop a similar or competing product or service;
(3) scrape; data mine; reverse engineer; decompile; disassemble or seek to access the source code or non-public APIs or unauthorized data from the integrate.ai Platform;
(4) modify or create derivative works of the integrate.ai Platform or copy any element of the integrate.ai Platform, other than authorized copies of the integrate.ai Software;
(5) remove or obscure any proprietary notices in the integrate.ai Platform or otherwise misrepresent the source of ownership of the integrate.ai Platform;
(6) publish benchmarks or performance information about the integrate.ai Platform;
(7) interfere with the operation of the integrate.ai Platform, circumvent its access restrictions or conduct any security or vulnerability test of the integrate.ai Platform;
(8) transmit any viruses or other harmful materials to the integrate.ai Platform;
(9) engage in any fraudulent; misleading; illegal or unethical activities related to the integrate.ai Platform;
(10) disclose these User Terms except to its own personnel and professional advisors with a bona fide need to review for internal business purposes; or
(11) use the integrate.ai Platform to process, store or transmit material which contains illegal content.
Disclaimers
EXCEPT FOR A LIMITED WARRANTY EXPRESSLY AGREED TO BY PARTICIPANT, THE INTEGRATE.AI PLATFORM, SUPPORT AND ALL RELATED SERVICES ARE PROVIDED “AS IS,” “WHERE IS,” AND “AS AVAILABLE” WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IAI DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE INTEGRATE.AI PLATFORM AND ANY RELATED SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT ANY COMPONENT OF THE INTEGRATE.AI PLATFORM IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, IAI EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT THE PERFORMANCE METRICS, ANALYTICS DATA, MODELS OR ANY DATA OR INFORMATION PROVIDED TO PARTICIPANT IN CONNECTION WITH THE INTEGRATE.AI PLATFORM (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY PARTICIPANT FOR ANY PURPOSE WHATSOEVER. PARTICIPANT MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.
DOWNLOADING OR OTHERWISE USING THE INTEGRATE.AI PLATFORM IS DONE AT PARTICIPANT’S OWN RISK. PARTICIPANT IS RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF PARTICIPANT’S COMPUTER SYSTEM. IAI DOES NOT GUARANTEE OR WARRANT THAT ANY COMPONENT OF THE INTEGRATE.AI PLATFORM IS COMPATIBLE WITH PARTICIPANT’S COMPUTER SYSTEM OR THAT THE INTEGRATE.AI PLATFORM, OR ANY LINKS FROM ANY COMPONENT OF THE INTEGRATE.AI PLATFORM, WILL BE FREE OF MALWARE OR DISABLING DEVICES.
PARTICIPANT IS SOLELY RESPONSIBLE FOR ITS OWN CONDUCT AND THE CONDUCT OF ITS PERSONNEL ON THE INTEGRATE.AI PLATFORM AND ITS OWN INTERACTIONS WITH OTHER PARTICIPANTS. Subject to IAI allowing other users on the integrate.ai Platform and such users agreeing to these User Terms, Participant will have control over the other users that Participant invites to access or use Participant’s account, including the level of access Participant provides such users. IAI reserves the right, but has no obligation, to monitor or to take any action regarding disputes between any Participants. IAI has no liability for (i) how any Host, other Participant or any other user may access or use any Data or Models, (ii) any decision made using such Data or Models, (iii) the interactions or disputes between Participants, or (iv) any Participant’s action or inaction, or any act or omission of users that Participant invites to use the integrate.ai Platform.
LIABILITY
IAI WILL NOT HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, REVENUES, GOODWILL, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE AND IAI AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT FOR ANY REASON WILL NOT EXCEED THE GREATER OF (A) AMOUNTS PAID DIRECTLY BY PARTICIPANT FOR ACCESS TO THE INTEGRATE.AI PLATFORM IN THE TWELVE MONTHS PRIOR TO A CLAIM, AND (B) ONE THOUSAND DOLLARS ($1000.00).
Participant indemnifies and holds IAI harmless for any damages and costs (including reasonable attorneys fees) resulting from third party claims alleging that Participant has breached its warranties or obligations under these User Terms or for any negligence or willful misconduct by Participant or Participant’s personnel in the course of their use of the integrate.ai Platform.
Customer Content
IAI will not disclose Customer Content or use Customer Content except in order to provide and improve the integrate.ai Platform; provided, that, if Customer Content is subject to mandatory disclosure by a court of competent jurisdiction or regulatory authority, IAI may provide it, subject to providing Participant with reasonable notice to the extent legally permissible.
Reservation of integrate.ai Proprietary Rights
All right, title and interest in, and to, any intellectual property rights subsisting in, or embodied by, the integrate.ai Platform will remain the sole property of IAI. Any trademarks, graphics or logos appearing in the integrate.ai Platform are the exclusive property of IAI and may not be used without IAI’s express written consent. The integrate.ai Platform is made available or licensed and not “sold” to any Participant. IAI may generate and use information about Participant’s use of the integrate.ai Platform and administrative information provided by Participant to facilitate use of the integrate.ai Platform (“Usage Data”). Usage Data will not include the data or model code that Participant inputs into the integrate.ai Platform. To the extent that Participant, or any Participant personnel, submits ideas, proposals, suggestions or other feedback regarding the integrate.ai Platform (“Feedback”), Participant acknowledges and agrees that: (i) IAI is not under any obligation of confidentiality with respect to the Feedback; and (ii) IAI will be entitled to use, commercialize and disclose such Feedback for any purpose without any duty to account or payment obligations.
Use of Personal Data on integrate.ai Platform
Participant represents and warrants that: (1) the data that Participant provides on the integrate.ai Platform: (i) does not contain information about an identifiable individual or information that would otherwise be subject to applicable privacy Laws (“Personal Information”); or (ii) only contains Personal Information in respect of which Participant has provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable law, to enable Participant to provide such data on the integrate.ai Platform; and (2) Participant has made all disclosures and have all rights, consents and permissions necessary to use its data and modeling with the integrate.ai Platform without violating or infringing any applicable laws, terms or privacy policies that apply to such data, or third party rights, including intellectual property, rights of publicity or privacy rights. Any Personal Information that Participant inputs into the integrate.ai Platform that integrate.ai can access (such as e-mail and other contact information used to generate Participant’s Account) will be treated in accordance with IAI’s privacy policy, the current version of which is located at: integrate.ai/privacy.
IAI Cloud Usage
Participant may elect to use integrate.ai Software hosted by IAI (“IAI Cloud”). If Participant elects to do so, Participant represents and warrants that the Data used with the IAI Cloud will not contain Personal Information. Unless otherwise expressly agreed with Participant, IAI will not retain Data in the IAI Cloud except for use in transit to conduct Data Science Sessions.
Governing Law and Jurisdiction
If Participant is based in the United States, these User Terms (and any agreements that incorporate these User Terms) will be governed by the laws of the State of New York, and if Participant is based anywhere else in the world, these User Terms (and any agreements that incorporate these User Terms) will be governed by the laws of the province of Ontario in Canada, in each case, without giving effect to any principles of conflicts of law.
Such laws apply to Participant’s access to or use of the integrate.ai Platform, notwithstanding Participant’s domicile, residency or physical location. Participant will only use the integrate.ai Platform in jurisdictions where the integrate.ai Platform may lawfully be used. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these User Terms (and any agreements that incorporate these User Terms). This choice of jurisdiction does not prevent IAI from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. Except for actions for equitable relief, all claims or disputes between IAI and Participant arising out of or relating to these User Terms (and any agreements that incorporate these User Terms), will be submitted to binding arbitration to be finally settled by arbitration. If Participant is located in the United States, the arbitration will be submitted before JAMS under its comprehensive arbitration rules and procedures found here: https://www.jamsadr.com/rules-comprehensive-arbitration/, and will take place at the tribunal offices in New York, NY. If Participant is located outside the United States, the arbitration will be administered by the International Chamber of Commerce under its Rules of Arbitration then in effect (the “ICC Rules”) and will take place at the tribunal office in Toronto, Canada.
The arbitration will take place with a single arbitrator. The award rendered by the arbitrator will be final and specifically enforceable under applicable law. The arbitrator’s award may be enforced by any court of competent jurisdiction. IAI and Participant each hereby agrees to waive their right to have any dispute between them resolved in a court of law. Notice of the demand for arbitration must be filed in writing with the other party and must be made within a reasonable time after the dispute was raised. No arbitration arising out of or relating to this Agreement may include, by consolidation, joinder or in any other manner, any person or entity not a party to these User Terms (and any agreements that incorporate these User Terms). Neither party will appeal the award nor seek review, modification, or vacation of the award in any court or regulatory agency. The arbitrator will award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees, which will include, and only include, the arbitrator’s fees, administrative fees, reasonable travel expenses, and other out-of-pocket expenses directly related to conducting the arbitration, such as reasonable costs of copying and printing, telecommunications, witness fees and attorneys’ fees, in each case, only to the extent incurred prior to the arbitration award.
Where the arbitration provisions of these User Terms (and any agreements that incorporate these User Terms) are inapplicable, and except for actions for injunctive relief, any legal action brought under or in conjunction with these User Terms (and any agreements that incorporate these User Terms) or otherwise in all disputes arising out of or relating to the use of the integrate.ai Platform must be brought in the state or federal courts residing in the County of New York in the State of New York if Participant is located in the United States, and in the courts in Toronto, Canada in the province of Ontario if Participant is located outside of the United States
General Terms
Except as otherwise provided herein, any amendments, modifications or supplements to these User Terms (and any agreements that incorporate these User Terms) must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by IAI. If any provision of an Order conflicts with a provision of these User Terms or any other agreement incorporating these User Terms, the provision in the Order will prevail, but only to the extent it relates to the rights and obligations of the parties under such Order.
Notwithstanding the foregoing, IAI may modify the integrate.ai Platform, the Service Description, its applicable policies or these User Terms to reflect new features or changing practices from time to time by giving notice to Participant by email or through the integrate.ai Platform; provided, that the modifications will not materially decrease IAI’s overall obligations committed pursuant to a separate purchase order. Participant may be required to click to accept or otherwise agree to the modification in order to continue using the integrate.ai Platform, and, in any event, continued use of the integrate.ai Platform after an updated version of these User Terms (and any agreements that incorporate these User Terms) goes into effect will constitute Participant’s acceptance of such updated version.
Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of these User Terms (or any agreements that incorporate these User Terms) is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of this these User Terms (and any agreements that incorporate these User Terms) remains in effect.
Any notice or consent required under this Order must be in writing and: (a) personally delivered; (b) sent by courier service with confirmation of delivery requested; or (c) sent by electronic mail to the applicable address listed for IAI and Participant above. If to IAI, notice must be addressed as Attention: Legal Department with a copy emailed to legal@integrate.ai. Either party may update its address with notice to the other party. IAI may also send operational notices to Participant by email or through the integrate.ai Platform. All such notices or other communications shall be deemed to have been given and received: (a) upon receipt if personally delivered; (b) when delivery is confirmed if sent by courier service; or (c) the following business day if sent by email.
Use of section headers in these User Terms (and any agreements that incorporate these User Terms) is for convenience only and shall not have any impact on the interpretation of particular provisions. Any use of the words “include,” “includes” or “including” in these User Terms (and any agreements that incorporate these User Terms) will not be exclusive nor limit the generality of the words preceding them and will mean “without limitation.” All terms in the these User Terms (and any agreements that incorporate these User Terms) (including capitalized terms) used in the singular will include the plural, and vice versa, as the context may require, and derivative forms of any capitalized term defined herein will have meanings correlative to the meaning specified.
No ambiguity will be construed against any party based on their role as drafter of this Agreement.
