Terms and Agreement
These SnapApp - SAAS Edition Terms of Service (together, the "Agreement") are entered into by BlueVector AI, LLC (“BlueVector AI”) and the entity or person agreeing to these terms ("Customer") and govern Customer's access to and use of the Services. This Agreement is effective when Customer either accepts it as part of allowing SnapApp to access Customer's Data Source, creating, installing or using a Customer Application, or otherwise agrees to this Agreement (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.
Provisions to the Services
During the Term, BlueVector AI will provide the Services in accordance with the Agreement and Customer may use the Services, and use the Services to create any Customer Application that has material value independent of the Services, in accordance with the Agreement.
Settings Console
Customer will have access to the Settings Console, through which Customer may manage its use of the Services.
Accounts
Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords, and for any use of its Account.
Modifications
To the Services
BlueVector AI may make commercially reasonable updates to the Services from time to time. BlueVector AI will inform Customer if BlueVector AI makes a material change to the Services that has a material impact on Customer's use of the Services.
To the Agreement
BlueVector AI may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by BlueVector AI, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new functionality in which case they will be effective immediately. If Customer does not agree to the revised Agreement, Customer may stop using the Services. Customer may also terminate this Agreement for convenience under Section 8.4 (Termination for Convenience). Customer's continued use of the Services after such material change will constitute Customer's consent to such changes. BlueVector AI will post any modification to this Agreement to https://www.SnapApp.ai/Terms.
To the Data Processing and Security Terms
BlueVector AI may only change the Data Processing and Security Terms where such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, where such change is expressly permitted by the Data Processing and Security Terms, or where such change: (a)is commercially reasonable; (b)does not result in a degradation of the overall security of the Services; (c) does not expand the scope of or remove any restrictions on BlueVector AI's processing of Customer Personal Data, as described in the Scope of Processing Section of the Data Processing and Security Terms; and (d)does not otherwise have a material adverse impact on Customer's rights under the Data Processing and Security Terms. If BlueVector AI makes a material change to the Data Processing and Security Terms in accordance with this Section, BlueVector AI will post the modification to the URL containing those terms.
Software
BlueVector AI may make Software available to Customer, including third-party software. Customer's use of any Software is subject to this Agreement. Some Software may be subject to third-party license terms.
Data Processing and Security Terms
The Data Processing and Security Terms are incorporated by this reference into the Agreement.
Free Accounts
Free accounts are subject to limitations, are not eligible for TSS and certain features of the Services may not be available for free accounts. BlueVector AI's indemnity does not apply to use of the Services under a free account.
Data Sources
Customer's use of Data Sources in connection with the Services is subject to and governed by the terms of service between Customer and the applicable Data Source provider. Customer is solely responsible for compliance with such Data Source terms of service, including ensuring necessary rights to allow BlueVector AI to access or use such Data Sources for providing the Services to Customer. End Users and Customer Applications. BlueVector AI is not responsible for the content, accuracy or reliability of Customer Applications or Customer Data. Customer's use of Customer Applications or Customer Data is entirely at Customer's own risk and is governed by any agreement, terms or other relationship between the creator of the Customer Application and End Users.
Pre-GA Features
BlueVector AI may make available to Customer pre-general availability features of the Services or Software that are identified as "Early Access," "Alpha," "Beta," "Preview," "Private Preview," "Experimental," or a similar designation (collectively, "Pre-GA Features"). PRE-GA FEATURES ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND. Pre-GA Features (a) may be changed, suspended or discontinued at any time without prior notice to Customer and (b) are not covered by any BlueVector AI indemnity. Except as otherwise expressly indicated in a written notice or the documentation for a given Pre-GA Feature, (i) Pre-GA Features may not be covered by TSS and (ii) the Data Processing and Security Terms do not apply to Pre-GA Features and Customer should not use Pre-GA Features to process personal data or other data subject to legal or regulatory compliance requirements. With respect to Pre-GA Features, to the maximum extent permitted by applicable law, neither BlueVector AI nor its suppliers will be liable for any amounts in excess of the lesser of (A) the limitation on the amount of liability stated in the Agreement or (B) $1,000. Nothing in the preceding sentence will affect the remaining terms of the Agreement relating to liability (including any specific exclusions from any limitation of liability). Either party may terminate Customer's use of a Pre-GA Feature at any time with written notice to the other party.
Payment Online Billing
At the beginning of the applicable Fee Accrual Period or as otherwise stated by BlueVector AI in the Settings Console, BlueVector AI will issue an electronic bill in advance to Customer for all charges based on Customer's subscription plan for the Services during the applicable Fee Accrual Period (including, if applicable, the relevant Fees for TSS). Customer will pay all Fees in the currency stated in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, BlueVector AI will charge (and Customer will pay) all Fees immediately at the beginning of the Fee Accrual Period. If Customer elects to pay by invoice (and BlueVector AI agrees), all Fees are due as stated in the invoice. Customer's obligation to pay all Fees is non-cancellable. BlueVector AI will not issue refunds or credits for partial periods of Services. BlueVector AI's measurement of Customer's use of the Services is final. BlueVector AI has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by BlueVector AI.
Taxes
Customer is responsible for any Taxes, and Customer will pay BlueVector AI for the Services without any reduction for Taxes. If BlueVector AI is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to BlueVector AI in addition to the Fees, unless Customer provides BlueVector AI with a timely and valid tax exemption certificate.
If required under applicable law, Customer will provide BlueVector AI with applicable tax identification information that BlueVector AI may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse BlueVector AI for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.
Invoice Disputes & Refunds. Any invoice disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to BlueVector AI, BlueVector AI will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, BlueVector AI will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 60 days after the invoice date. Refunds (if any) are at BlueVector AI's discretion and will only be in the form of credit for the Services. Nothing in this Agreement obligates BlueVector AI to extend credit to any party.
Delinquent Payments; Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by BlueVector AI in collecting such delinquent amounts. If Customer is late on payment for the Services, BlueVector AI may Suspend the Services or terminate the Agreement for breach under Section 8.2 (Termination for Breach).
No Purchase Order Number Required. Customer is obligated to pay all applicable Fees without any requirement for BlueVector AI to provide a purchase order number on BlueVector AI's invoice (or otherwise).
Customer Obligations
Compliance
Customer will (a) ensure that Customer and End Users' use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify BlueVector AI of any unauthorized use of, or access to, the Services, Account, or Customer's password of which Customer becomes aware. BlueVector AI reserves the right to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Applications or Customer Data.
Privacy
Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Services and (b) BlueVector AI's accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement.
Restrictions
Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications or Accounts to simulate or act as a single Customer Application or Account (respectively)) or to circumvent Service-specific usage limits or quotas; (iv) to engage in cryptocurrency mining without BlueVector AI's prior written approval; (v) to operate or enable any telecommunications service or in connection with any Customer Application that allows End Users to place calls or to receive calls from any public switched telephone network; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (vii) in a manner that breaches, or causes the breach of, Export Control Laws; or (viii) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA.
Documentation
BlueVector AI may provide Documentation for Customer's use of the Services
Copyright
BlueVector AI provides information to help copyright holders manage their intellectual property online, but BlueVector AI cannot determine whether something is being used legally without input from the copyright holders. BlueVector AI will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. Any information or notifications regarding copyright concerns should be sent to support@bluevector.ai.
Suspension
AUP Violations
If BlueVector AI becomes aware that Customer's or any End User's use of the Services violates the AUP, BlueVector AI will give Customer notice of the violation by requesting that Customer correct the violation. If Customer fails to correct the violation within 24 hours of BlueVector AI's request, then BlueVector AI may Suspend all or part of Customer's use of the Services until the violation is corrected.
Other Suspension
Notwithstanding Section 4.1 (AUP Violations), BlueVector AI may immediately Suspend all or part of Customer's use of the Services if (a) BlueVector AI believes Customer's or any End User's use of the Services could adversely impact the Services, other customers' or their end users' use of the Services, or the BlueVector AI network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) BlueVector AI believes it is required to Suspend immediately to comply with applicable law; or (d) Customer is in breach of Section 3.3 (Restrictions). BlueVector AI will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer's request, unless prohibited by applicable law, BlueVector AI will notify Customer of the basis for the Suspension as soon as is reasonably possible.
Intellectual Property Rights; Protection of Customer Data; Feedback; Benchmarking
Intellectual Property Rights
Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Customer Applications (excluding the Services and Software), and BlueVector AI owns all Intellectual Property Rights in the Services and Software (including without limitation any models trained and improvements made to the Services pursuant to Section 5.2). Protection of Customer Data. BlueVector AI will only access or use Customer Data to provide the Services and TSS to Customer or as otherwise instructed by Customer and will not use it for any other BlueVector AI products, services, or advertising. BlueVector AI has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Data Processing and Security Terms. Customer acknowledges and agrees that, as part of providing the Services and Customer's instructions to BlueVector AI, BlueVector AI may use Customer Application definitions contained within Customer Data to train and improve the Services for all customers. While Customer continues to own all Intellectual Property Rights in Customer Application definitions, BlueVector AI owns all Intellectual Property Rights in the models trained, schema and application patterns learned, and improvements made to the Services using Customer Application definitions. Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to BlueVector AI ("Feedback"). If Customer provides Feedback, then BlueVector AI and its Affiliates may use that Feedback without restriction and without obligation to Customer. Benchmarking. Customer may conduct benchmark tests of the Services (each a "Test"). Customer may only publicly disclose the results of such Tests if it (a) obtains BlueVector AI's prior written consent, (b) provides BlueVector AI all necessary information to replicate the Tests, and (c) allows BlueVector AI to conduct benchmark tests of Customer's publicly available products or services and publicly disclose the results of such tests. Notwithstanding the foregoing, Customer may not do either of the following on behalf of a hyperscale public cloud provider without BlueVector AI's prior written consent: (i) conduct (directly or through a third party) any Test of the Services or (ii) disclose the results of any such Test.
Technical Support Services
By Customer. Customer is responsible for technical support of its Customer Applications. By BlueVector AI. Subject to payment of applicable Fees, BlueVector AI will provide TSS to Customer during the Term. Confidential Information. Obligations. The recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement. Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to (a) promptly notify the other party of such disclosure before disclosing and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual. Term and Termination. Agreement Term. The "Term" of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as stated in this Section 8 (Term and Termination). Termination for Breach. Either party may terminate this Agreement if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. Termination for Inactivity. BlueVector AI reserves the right to terminate the provision of the Services upon 30 days' advance notice if, for a period of 60 days (a) Customer has not accessed the Settings Console or the Account has had no network activity and (b) such Account has not incurred any Fees for such Services. Termination for Convenience. Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. BlueVector AI may terminate this Agreement for its convenience at any time with 30 days' prior written notice to Customer. Effect of Termination. If the Agreement is terminated, then (a) all rights and access to the Services will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement, and (b) all Fees owed by Customer to BlueVector AI are immediately due upon receipt of the final electronic bill or as set forth in the final invoice.
Publicity
Customer is permitted to state publicly that it is a customer of the Services. If Customer wants to display BlueVector AI Brand Features in connection with its use of the Services, Customer must obtain written permission from BlueVector AI. BlueVector AI may include Customer's name or Brand Features in a list of BlueVector AI customers, online or in promotional materials. BlueVector AI may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party's right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.
Accounts
Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords, and for any use of its Account.
Modifications
To the Services
BlueVector AI may make commercially reasonable updates to the Services from time to time. BlueVector AI will inform Customer if BlueVector AI makes a material change to the Services that has a material impact on Customer's use of the Services.
To the Agreement
BlueVector AI may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by BlueVector AI, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new functionality in which case they will be effective immediately. If Customer does not agree to the revised Agreement, Customer may stop using the Services. Customer may also terminate this Agreement for convenience under Section 8.4 (Termination for Convenience). Customer's continued use of the Services after such material change will constitute Customer's consent to such changes. BlueVector AI will post any modification to this Agreement to https://www.SnapApp.ai/Terms.
To the Data Processing and Security Terms
BlueVector AI may only change the Data Processing and Security Terms where such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, where such change is expressly permitted by the Data Processing and Security Terms, or where such change: (a)is commercially reasonable; (b)does not result in a degradation of the overall security of the Services; (c) does not expand the scope of or remove any restrictions on BlueVector AI's processing of Customer Personal Data, as described in the Scope of Processing Section of the Data Processing and Security Terms; and (d)does not otherwise have a material adverse impact on Customer's rights under the Data Processing and Security Terms. If BlueVector AI makes a material change to the Data Processing and Security Terms in accordance with this Section, BlueVector AI will post the modification to the URL containing those terms.
Software
BlueVector AI may make Software available to Customer, including third-party software. Customer's use of any Software is subject to this Agreement. Some Software may be subject to third-party license terms.
Data Processing and Security Terms
The Data Processing and Security Terms are incorporated by this reference into the Agreement.
Free Accounts
Free accounts are subject to limitations, are not eligible for TSS and certain features of the Services may not be available for free accounts. BlueVector AI's indemnity does not apply to use of the Services under a free account.
Data Sources
Customer's use of Data Sources in connection with the Services is subject to and governed by the terms of service between Customer and the applicable Data Source provider. Customer is solely responsible for compliance with such Data Source terms of service, including ensuring necessary rights to allow BlueVector AI to access or use such Data Sources for providing the Services to Customer. End Users and Customer Applications. BlueVector AI is not responsible for the content, accuracy or reliability of Customer Applications or Customer Data. Customer's use of Customer Applications or Customer Data is entirely at Customer's own risk and is governed by any agreement, terms or other relationship between the creator of the Customer Application and End Users.
Pre-GA Features
BlueVector AI may make available to Customer pre-general availability features of the Services or Software that are identified as "Early Access," "Alpha," "Beta," "Preview," "Private Preview," "Experimental," or a similar designation (collectively, "Pre-GA Features"). PRE-GA FEATURES ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND. Pre-GA Features (a) may be changed, suspended or discontinued at any time without prior notice to Customer and (b) are not covered by any BlueVector AI indemnity. Except as otherwise expressly indicated in a written notice or the documentation for a given Pre-GA Feature, (i) Pre-GA Features may not be covered by TSS and (ii) the Data Processing and Security Terms do not apply to Pre-GA Features and Customer should not use Pre-GA Features to process personal data or other data subject to legal or regulatory compliance requirements. With respect to Pre-GA Features, to the maximum extent permitted by applicable law, neither BlueVector AI nor its suppliers will be liable for any amounts in excess of the lesser of (A) the limitation on the amount of liability stated in the Agreement or (B) $1,000. Nothing in the preceding sentence will affect the remaining terms of the Agreement relating to liability (including any specific exclusions from any limitation of liability). Either party may terminate Customer's use of a Pre-GA Feature at any time with written notice to the other party.
Payment Online Billing
At the beginning of the applicable Fee Accrual Period or as otherwise stated by BlueVector AI in the Settings Console, BlueVector AI will issue an electronic bill in advance to Customer for all charges based on Customer's subscription plan for the Services during the applicable Fee Accrual Period (including, if applicable, the relevant Fees for TSS). Customer will pay all Fees in the currency stated in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, BlueVector AI will charge (and Customer will pay) all Fees immediately at the beginning of the Fee Accrual Period. If Customer elects to pay by invoice (and BlueVector AI agrees), all Fees are due as stated in the invoice. Customer's obligation to pay all Fees is non-cancellable. BlueVector AI will not issue refunds or credits for partial periods of Services. BlueVector AI's measurement of Customer's use of the Services is final. BlueVector AI has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by BlueVector AI.
Taxes
Customer is responsible for any Taxes, and Customer will pay BlueVector AI for the Services without any reduction for Taxes. If BlueVector AI is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to BlueVector AI in addition to the Fees, unless Customer provides BlueVector AI with a timely and valid tax exemption certificate.
If required under applicable law, Customer will provide BlueVector AI with applicable tax identification information that BlueVector AI may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse BlueVector AI for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.
Invoice Disputes & Refunds. Any invoice disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to BlueVector AI, BlueVector AI will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, BlueVector AI will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 60 days after the invoice date. Refunds (if any) are at BlueVector AI's discretion and will only be in the form of credit for the Services. Nothing in this Agreement obligates BlueVector AI to extend credit to any party.
Delinquent Payments; Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by BlueVector AI in collecting such delinquent amounts. If Customer is late on payment for the Services, BlueVector AI may Suspend the Services or terminate the Agreement for breach under Section 8.2 (Termination for Breach).
No Purchase Order Number Required. Customer is obligated to pay all applicable Fees without any requirement for BlueVector AI to provide a purchase order number on BlueVector AI's invoice (or otherwise).
Customer Obligations
Compliance
Customer will (a) ensure that Customer and End Users' use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify BlueVector AI of any unauthorized use of, or access to, the Services, Account, or Customer's password of which Customer becomes aware. BlueVector AI reserves the right to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Applications or Customer Data.
Privacy
Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Services and (b) BlueVector AI's accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement.
Restrictions
Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications or Accounts to simulate or act as a single Customer Application or Account (respectively)) or to circumvent Service-specific usage limits or quotas; (iv) to engage in cryptocurrency mining without BlueVector AI's prior written approval; (v) to operate or enable any telecommunications service or in connection with any Customer Application that allows End Users to place calls or to receive calls from any public switched telephone network; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (vii) in a manner that breaches, or causes the breach of, Export Control Laws; or (viii) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA.
Documentation
BlueVector AI may provide Documentation for Customer's use of the Services
Copyright
BlueVector AI provides information to help copyright holders manage their intellectual property online, but BlueVector AI cannot determine whether something is being used legally without input from the copyright holders. BlueVector AI will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. Any information or notifications regarding copyright concerns should be sent to support@bluevector.ai.
Suspension
AUP Violations
If BlueVector AI becomes aware that Customer's or any End User's use of the Services violates the AUP, BlueVector AI will give Customer notice of the violation by requesting that Customer correct the violation. If Customer fails to correct the violation within 24 hours of BlueVector AI's request, then BlueVector AI may Suspend all or part of Customer's use of the Services until the violation is corrected.
Other Suspension
Notwithstanding Section 4.1 (AUP Violations), BlueVector AI may immediately Suspend all or part of Customer's use of the Services if (a) BlueVector AI believes Customer's or any End User's use of the Services could adversely impact the Services, other customers' or their end users' use of the Services, or the BlueVector AI network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) BlueVector AI believes it is required to Suspend immediately to comply with applicable law; or (d) Customer is in breach of Section 3.3 (Restrictions). BlueVector AI will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer's request, unless prohibited by applicable law, BlueVector AI will notify Customer of the basis for the Suspension as soon as is reasonably possible.
Intellectual Property Rights; Protection of Customer Data; Feedback; Benchmarking
Intellectual Property Rights
Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Customer Applications (excluding the Services and Software), and BlueVector AI owns all Intellectual Property Rights in the Services and Software (including without limitation any models trained and improvements made to the Services pursuant to Section 5.2). Protection of Customer Data. BlueVector AI will only access or use Customer Data to provide the Services and TSS to Customer or as otherwise instructed by Customer and will not use it for any other BlueVector AI products, services, or advertising. BlueVector AI has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Data Processing and Security Terms. Customer acknowledges and agrees that, as part of providing the Services and Customer's instructions to BlueVector AI, BlueVector AI may use Customer Application definitions contained within Customer Data to train and improve the Services for all customers. While Customer continues to own all Intellectual Property Rights in Customer Application definitions, BlueVector AI owns all Intellectual Property Rights in the models trained, schema and application patterns learned, and improvements made to the Services using Customer Application definitions. Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to BlueVector AI ("Feedback"). If Customer provides Feedback, then BlueVector AI and its Affiliates may use that Feedback without restriction and without obligation to Customer. Benchmarking. Customer may conduct benchmark tests of the Services (each a "Test"). Customer may only publicly disclose the results of such Tests if it (a) obtains BlueVector AI's prior written consent, (b) provides BlueVector AI all necessary information to replicate the Tests, and (c) allows BlueVector AI to conduct benchmark tests of Customer's publicly available products or services and publicly disclose the results of such tests. Notwithstanding the foregoing, Customer may not do either of the following on behalf of a hyperscale public cloud provider without BlueVector AI's prior written consent: (i) conduct (directly or through a third party) any Test of the Services or (ii) disclose the results of any such Test.
Technical Support Services
By Customer. Customer is responsible for technical support of its Customer Applications. By BlueVector AI. Subject to payment of applicable Fees, BlueVector AI will provide TSS to Customer during the Term. Confidential Information. Obligations. The recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement. Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to (a) promptly notify the other party of such disclosure before disclosing and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual. Term and Termination. Agreement Term. The "Term" of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as stated in this Section 8 (Term and Termination). Termination for Breach. Either party may terminate this Agreement if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. Termination for Inactivity. BlueVector AI reserves the right to terminate the provision of the Services upon 30 days' advance notice if, for a period of 60 days (a) Customer has not accessed the Settings Console or the Account has had no network activity and (b) such Account has not incurred any Fees for such Services. Termination for Convenience. Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. BlueVector AI may terminate this Agreement for its convenience at any time with 30 days' prior written notice to Customer. Effect of Termination. If the Agreement is terminated, then (a) all rights and access to the Services will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement, and (b) all Fees owed by Customer to BlueVector AI are immediately due upon receipt of the final electronic bill or as set forth in the final invoice.
Publicity
Customer is permitted to state publicly that it is a customer of the Services. If Customer wants to display BlueVector AI Brand Features in connection with its use of the Services, Customer must obtain written permission from BlueVector AI. BlueVector AI may include Customer's name or Brand Features in a list of BlueVector AI customers, online or in promotional materials. BlueVector AI may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party's right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.
