EFFECTIVE: DECEMBER 1, 2016
Terms and Conditions
ivy.ai, Inc. (“Ivy”, “ivy.ai”, “we”, “our”, or “us”) provides an online software platform (the “Ivy Platform”) that enables developers and other users to build, host, and deploy natural language conversational agents (“Chatbot(s)”) for devices and software applications, subject to these Terms and Conditions.
These Terms of Service (these “Terms”) include the legal terms that we require all developers and other users to accept and implement as a condition of accessing our web services located at https://www.ivy.ai/ and other websites owned and/or operated by ivy.ai, Inc. (the “Website(s)”), and/or accessing or using the application programming interfaces provided on or in connection with the Ivy Platform, including any documentation, materials, code, data (such as Chatlogs as defined below), files (such as IML and Other Files as defined below) and other information or materials made available to you by Ivy on or in connection with the Ivy Platform (collectively, “Ivy Content”) to develop Chatbots for use in your products, websites, devices (“Devices”) and/or your software applications (“Application(s)”).
The Ivy Platform includes a sandbox environment and administrative portal designed to allow you to access, upload, download, edit, create, store, and interpret files and data in connection with building, hosting, and deploying your Chatbot(s). Files contained in each Chatbot may include files written in Ivy Markup Language (“IML Files”), and DATASOURCES, MAPS, SUBSTITUTIONS, and SYSTEM files (collectively, “Other Files”). Data may include analytics and Chatlogs, which may include “Inputs” to, and “Outputs” from, your Chatbot(s) (“Chatlogs”). “Inputs” are typically text inputs, whether typed or converted from speech utterance or spoken phrase to text, by an individual sent from your Application to Ivy servers for processing; “Outputs” are the responses returned to your Application by the Ivy Platform.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. Ivy reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below.
BY USING OR CONTINUING TO USE THE IVY PLATFORM YOU AGREE TO USE THE IVY PLATFORM AND OTHER IVY CONTENT SOLELY IN ACCORDANCE WITH THESE TERMS OF SERVICE, AND YOU AGREE THAT YOU ARE BOUND BY AND ARE A PARTY TO THESE TERMS. YOU WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND THAT YOU HAVE THE LEGAL CAPACITY TO AGREE TO AND BE BOUND BY THESE TERMS. IF YOU ACCESS OR USE THE IVY PLATFORM, OTHER IVY
CONTENT, OR THE IVY PLATFORM ON BEHALF OF A COMPANY, PRINCIPAL OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND THAT THESE TERMS ARE FULLY BINDING UPON THEM. IN SUCH CASE, THE TERM “YOU” WILL REFER TO YOU AND SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE IVY PLATFORM OR OTHER IVY CONTENT.
- Accounts and Registration
- Use of Ivy Content
- Privacy and Security
- Ownership and License
- Branding and Attribution
- No Warranties
- Limitation of Liability
- Other Legal Terms and Conditions
1. ACCOUNTS AND REGISTRATION
- You need to use a current Ivy account or create a new Ivy account in order to use the Ivy Platform and other Ivy Content.
- You may use the Ivy Content and/or Ivy Platform only if you can form a binding contract with Ivy, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
- Any use or access to the Website(s), APIs, or Ivy Platform by anyone under 13 is strictly prohibited and in violation of these Terms.
- You must be a human. Accounts registered by “bots”(!) or other automated methods are not permitted.
- You are solely responsible for the activity that occurs on your account, including, without limitation, any Customer Data and Account Information (each as defined below) provided under or through your account.
- You may create an Ivy account using some existing account credentials or via other registration methods we may provide from time to time, in our sole discretion. By connecting to the Ivy Platform with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. It is your responsibility to keep your password, account credentials, and accounts secure. You must notify Ivy immediately if any unauthorized use, or suspected unauthorized use, of your Ivy account occurs or if any other breach of security occurs.
- You may never use another user’s account without permission. Your login may only be used by one person. A single login shared by multiple individuals is not permitted.
- You acknowledge that Ivy is not liable for any loss or damage arising from your failure to comply with the above requirements.
- You may be required to provide certain information (e.g., your contact details, description of your product or service, your company name, your credit card details, etc., collectively, “Account Information”) as part of the registration process to access the Ivy Content, or as part of your continued use of the Ivy Content.
- You agree that any registration information you give to Ivy will always be accurate and up to date, and you agree to promptly notify Ivy of any changes in your Account Information
2. USE OF IVY CONTENT
Right to Access and Use of Ivy Content.
Subject to these Terms, Ivy grants you a limited, revocable, non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Ivy Content and Ivy Platform, solely to the extent necessary for you to host and create chatbot(s) that operate solely in connection with your Websites, Devices and/or Applications.
You will access (or attempt to access) the Ivy API or other Ivy Content only as expressly permitted by these Terms and the means described by Ivy in the documentation, instructions, or features available based on Your Usage (as defined below).
Open Source Software.
Some of the software offered by or included in the Ivy Content may be offered under an open source license. There may be provisions in the open source license that expressly override some of these Terms, and in those cases, the overriding provisions apply.
We do not guarantee the accuracy of any Ivy Content, including any output generated in connection with your use of the Ivy Content or Ivy Platform. You acknowledge and agree that you use and rely on the Ivy Content and the Ivy Platform at your own risk, and that Ivy will not be liable for any errors or inaccuracies of any Ivy Content or the Ivy Platform.
Ivy may, but is under no obligation to, monitor the use of the Ivy Content to ensure quality, improve Ivy products and services, or verify your compliance with these Terms. You will not interfere with such monitoring.
Compliance with Law.
You will use our APIs and other Ivy Content and the Ivy Platform only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy, or local laws). You will not use the APIs or other Ivy Content to encourage or promote illegal or dangerous activity. You also will require any end users of your Devices or Applications (“End Users”) to comply with any applicable law and these Terms. You will not knowingly enable your End Users to violate applicable law or these Terms.
When using any Ivy Content and/or the Ivy Platform, unless otherwise approved in writing by Ivy,
the following prohibitions apply:
- You will not use the APIs or other Ivy Content on behalf of any third party, unless such third party has expressly authorized you to access and use the Ivy Content under its account.
- You will not copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the Website(s), APIs, other Ivy Content, or the Ivy Platform.
- You will not create an Application that functions substantially the same as the APIs or other Ivy Content and offer it for use by third parties.
- You will not use the Ivy Content or Ivy Platform in connection with any Device or Application that is targeted to children under the age of thirteen (13).
- You will not use the Ivy Content or Ivy Platform in connection with providing any adult entertainment oriented or otherwise pornographic services.
- You will not perform an action with the intent of introducing to the Website(s), Ivy Content, or Ivy Platform or the applications or products of any third party, any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.
- You will not use the Ivy Content or Ivy Platform, or access or control any customer accounts, products, devices, or applications in a manner that could cause harm, damage, or loss to any individual, or otherwise harm, defame, abuse, harass, stalk or threaten others or allow or encourage any third party to do so.
- You will not use the APIs, other Ivy Content, or the Ivy Platform in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Ivy’s sole discretion) to Ivy, its service providers, its suppliers, end users of the Ivy Platform, End Users, or any individual or entity.
- You will not use the APIs, other Ivy Content, or the Ivy Platform in connection with any inherently dangerous objects, devices, materials, or situations, or in furtherance of any activities likely to cause harm to any individual or property.
- You will not: (i) interfere with or disrupt the Website(s), Ivy Platform, the APIs, or the servers or networks providing the APIs; (ii) tamper with the security of the any of the hardware, software or networks used by Ivy to make the Website(s), Ivy Content, or Ivy Platform available or tamper with any customer accounts; (iii) disable, circumvent or avoid any security device, mechanism, protocol or procedure established by Ivy; or (iv) permit others to do any of the foregoing.
Ivy reserves the right to investigate any Device or Application for compliance with these Terms. Such investigations may include Ivy accessing and using your Device or Application, for example to identify stability or security issues that could affect Ivy or its customers. You consent to any such investigation. Ivy may immediately suspend or terminate access to the Website(s), APIs, other Ivy Content, and the Ivy Platform by you or your Device or Application without notice if we believe, in our sole discretion, that you are in violation of these Terms or otherwise.
5. PRIVACY AND SECURITY
We care about the integrity and security of your Customer Data and personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any Ivy Content, the Ivy Platform, or any authorized or unauthorized use of your Device or Application.
7. OWNERSHIP AND LICENSE
Your Chatbots, Devices, Applications, and Customer Data.
Ivy does not acquire ownership of your Chatbots, Devices, Applications, or Customer Data by your use of the APIs or other Ivy Content. You represent and warrant that you have the necessary rights to provide all Customer Data, including without limitation, End User Data and Account Information, and other information you make available in connection with your use of the Ivy Content and/or the Ivy Platform and to grant all rights and licenses under these Terms. Without limiting the foregoing, if you are using the Ivy Content or Ivy Platform on behalf of your employer or any third party, you represent and warrant that your employer or such third party has expressly authorized you to make available and use any content, data, or information that you use or make available in connection with your use of the Ivy Content and/or Ivy Platform. You further represent and warrant that your Customer Data (including, without limitation, End User Data and Account Information), Applications, and/or Devices, and any use thereof in connection with the Ivy Content or Ivy Platform will not violate the rights of any third party, including but not limited to, intellectual property rights, trade secret rights or other proprietary rights, or rights of privacy, or violate any applicable laws, rules, or regulations.
Customer Data Rights and License.
Notwithstanding anything to the contrary, if you ever have any ownership interest in any Aggregate Data or output data, you hereby assign to Ivy all such right, title, and interest in and to such Aggregate Data and output data, including all intellectual property rights therein.
Ivy Content and Ivy Platform.
By using our Website(s), APIs, other Ivy Content, or Ivy Platform, you do not acquire ownership of any rights in our Website(s), APIs, other Ivy Content, the Ivy Platform, or any data, content or information that is transmitted or accessed through our APIs, including without limitation, any Libraries, Chatbots, IML code, Chatlogs, or other data provided by Ivy or other Ivy users. Except for your Customer Data, as between you and Ivy, the Ivy Content, the Ivy Platform, and all data, content, and information that is contained in or transmitted or accessed through our APIs and/or the Ivy Platform, including, without limitation, software, Libraries, Chatbots, IML code, machine learning models, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and data belonging to other users, and all intellectual property rights related thereto, are the exclusive property of Ivy and its licensors.
If we receive any feedback, suggestions, ideas, reports, or other information relating to any Ivy Content or any Ivy products or services, we may use such information without obligation to you.
Restrictions; Retained Rights.
The Website(s), Ivy Content, and Ivy Platform are protected by United States intellectual property laws, including without limitation copyright laws, and international treaty provisions. You will not remove or alter any proprietary notices or marks on any Ivy Content or the Ivy Platform. You will not reverse engineer or attempt to extract the source code from any API, other Ivy Content, the Ivy Platform, or any related software, except to the extent that this restriction is expressly prohibited by applicable law. You also will not sublicense, lease, rent, loan, distribute, sell, transfer or make available the APIs or other Ivy Content or the Ivy Platform to any third party except as specifically permitted by these Terms. Ivy Content is licensed and not sold. Ivy reserves all rights not expressly granted in these Terms.
We reserve the right to modify or update the Website(s), Ivy Content and/or Ivy Platform at any time, for any reason, and without notice to you. If Ivy makes updates, revisions, breaking changes or in any way modifies an API or other Ivy Content, you agree that you are solely responsible for making changes to your Device or Application to ensure continued service for your End Users. We are constantly changing and improving our APIs and other Ivy Content. We may add or remove functionalities or features at our discretion, for any reason, and we do not guarantee that your Device or Application will function with any future or modified versions of any Ivy Content or the Ivy Platform.
9. BRANDING AND ATTRIBUTION
Except where expressly stated, these Terms do not grant either party any right, title or interest in or to the other party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, “Marks”).
You agree to display any attribution(s) required by Ivy as described in any documentation for the APIs or other Ivy Content. Ivy grants to you a limited, freely revocable, nontransferable, nonsublicenseable, nonexclusive license during the term of your subscription to display Ivy’s Marks solely for the purpose of promoting or advertising your use of the APIs and other Ivy Content. You must only use the Ivy Marks in accordance with these Terms. You understand and agree that Ivy has the sole discretion to determine whether your attribution(s) and use of Ivy’s Marks is in accordance with the above requirements and any applicable guidelines.
You will not make any statement regarding your use of an API that suggests partnership with, sponsorship by or endorsement by Ivy without Ivy’s prior written approval.
Promotional and Marketing Use.
In the course of promoting, marketing, or demonstrating the APIs you are using, Ivy may produce and distribute incidental depictions, including screenshots or other content from your Application or Device, and may use your company or product name and logos. You hereby grant Ivy all necessary rights for these purposes.
10. NO WARRANTIES
THE IVY CONTENT AND IVY PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE IVY CONTENT AND IVY PLATFORM IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE IVY CONTENT AND IVY PLATFORM ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WITH OR THROUGH THE IVY CONTENT OR IVY PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, IVY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE IVY CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE IVY CONTENT OR IVY IVY WILL MEET YOUR REQUIREMENTS; THAT THE IVY CONTENT OR IVY PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE IVY CONTENT OR IVY PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE IVY CONTENT OR IVY PLATFORM IS DOWNLOADED AND USED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE IVY CONTENT OR IVY PLATFORM.
YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR DATA AND YOUR FILES, AND MUST NOT RELY ON US TO STORE, BACKUP, OR MAKE AVAILABLE TO YOU YOUR DATA OR YOUR FILES, INCLUDING BUT NOT LIMITED TO CHATLOGS, IML AND OTHER FILES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IVY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE IVY CONTENT OR IVY PLATFORM. UNDER NO CIRCUMSTANCES WILL IVY BE
RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE IVY CONTENT OR IVY PLATFORM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IVY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE IVY CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE IVY CONTENT OR IVY PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE IVY CONTENT OR IVY PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE IVY CONTENT OR IVY PLATFORM BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY IVY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY IVY CONTENT OR OTHER CONTENT OR DATA TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE IVY PLATFORM; AND/OR (VII) CUSTOMER DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL IVY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO IVY HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE LAST CAUSE OF ACTION AROSE OR $9.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF IVY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
In using the Ivy Content and Ivy Platform, you must design and test your Devices and Applications to ensure that your Devices and Applications do not present risks of personal injury or death, property damage, or other losses. You must implement all reasonable security measures to ensure that no third party may gain unauthorized access to the Ivy Platform or Ivy Content. If you choose to use the Ivy Content or Ivy Platform in any way, you assume all risk that your use of the Ivy Content or Ivy Platform causes any damage, harm, injury, or loss, including without limitation to any End Users or other individuals or property. You agree that you are solely responsible for any damage, harm, injury, or loss arising from or relating to your Device or Application or your use of any Ivy Content or the IvyPlatform, and you agree to hold us harmless from all such damage, harm, injury, or loss.
You agree to defend, indemnify and hold harmless Ivy and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from or related to: (i) your use of and access to the Ivy Content (including the APIs) or Ivy Platform, including any data or content transmitted or received by you; (ii) your violation or alleged violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) any violation of any third-party right, including without limitation any right of privacy or intellectual property rights, by you, your Customer Data, Device, or Application, or any use thereof; (iv) your violation of any applicable law, rule or regulation; (v) any of your Customer Data or any that is transmitted via your account; (vi) any personal injury or property damage arising from or relating to your use of the Ivy Content or Ivy Platform or any authorized or unauthorized use of your Device or Application; or (vii) any other party’s access and use of the Ivy Content or Ivy Platform with your unique username, password or other appropriate security code.
13. OTHER LEGAL TERMS AND CONDITIONS
Effective: December 1, 2016
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