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.

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