SaaS Terms of Service
Last Updated: February 10, 2024
This Software as a Service (SaaS) Terms of Service Agreement (this “Agreement”) is a binding legal agreement between Karley AI, Inc. (“Licensor”) and the individual or entity identified on the Order Form as the licensee (“Licensee”) for the use and access to the Software. The Order Form, whether completed online or otherwise, is incorporated into this Agreement by reference.
By accessing the Software, you: (A) accept this Agreement and agree that Licensee is legally bound by its terms; and (B) represent and warrant that: (I) you are at least 18 years old or the legal age of majority in your jurisdiction and capable of entering into a binding agreement; and (II) if Licensee is a corporation, governmental organization, or other legal entity, you have the authority to enter into this Agreement on behalf of Licensee and bind Licensee to its terms. If Licensee does not agree to these terms, do not access or use the Software or Documentation.
1. Definitions
"Authorized Users" means customers of Licensee’s e-commerce website, application, or other agreed shopping platform (“Shopping Platform”) who access the Software during their shopping experience, and other individuals authorized on the Order Form.
"Documentation" means user manuals, technical manuals, and other materials provided by Licensor that describe the Software’s installation, operation, use, or technical specifications.
"Licensee" means the entity or individual identified as such in the preamble.
"License Fees" means the fees, including taxes, paid or payable by Licensee for the Software license.
"Intellectual Property Rights" means all registered and unregistered rights under patent, copyright, trademark, trade secret, database protection, or other intellectual property laws worldwide.
"Licensor" means Karley AI, Inc.
"Monthly Unique Visitors" means customers or potential customers who visit Licensee’s Shopping Platform, whether or not they access the Software.
"Order Form" means the form submitted by Licensee and accepted by Licensor to purchase the Software license.
"Person" means any individual, corporation, partnership, or other legal entity.
"Software" means the software services licensed to Licensee as specified in the Order Form.
"Term" means the duration of this Agreement as defined in Section 11.
"Third Party" means any Person other than Licensee or Licensor.
"Update" has the meaning set forth in Section 7(b).
2. License Grant and Scope
Subject to Licensee’s payment of License Fees and compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to access and use the Software and Documentation solely by Authorized Users. This license includes:
(a) Accessing the Software for use with Licensee’s Shopping Platform, with output displayed thereon. This access includes requirements for Licensor’s branding, disclaimers regarding AI usage, and acknowledging Licensor’s ownership of Software output. Separate licenses are required for multiple Shopping Platforms.
(b) Accessing the Software for Licensee’s internal business purposes.
(c) Downloading and using one copy of the Documentation for Software support.
3. Third-Party Materials
The Software may include third-party software, content, or data governed by separate Third-Party Licenses, including policies from large language model providers like OpenAI (as found at [https://openai.com/policies]). Licensee agrees to comply with all Third-Party Licenses.
4. Use Restrictions
Licensee shall not:
(a) Use the Software beyond the scope of the license.
(b) Provide Software access to any other Person.
(c) Modify or create derivative works of the Software.
(d) Combine the Software with other programs.
(e) Reverse engineer the Software.
(f) Remove proprietary notices from the Software.
(g) Copy the Software or Documentation.
(h) Rent, sell, or distribute the Software to any Third Party.
(i) Disclose Software data except as allowed herein.
(j) Use the Software in violation of any law.
(k) Use the Software for competitive analysis or disadvantage.
5. Responsibility for Use
Licensee is responsible for all Software use through its provided access, whether by Authorized Users or others.
7. Maintenance and Support
Licensor will provide commercially reasonable support and maintain Software availability.
8. Collection and Use of Data
(a) “Data” includes any information input, uploaded, or transmitted through the Software. Data is categorized as “Licensee Data” (proprietary data input by Licensee) and “Licensor Data” (Data input by or on behalf of Licensor and data extracted or derived from the Software including all questions and answers generated by the Software).
(b) Licensor may use Data for any lawful purpose, including providing access, processing outputs, improving the Software, training AI, and enforcing this Agreement.
(c) Data may be collected through direct input, automated means, and voluntary submissions.
(d) Licensor will implement security safeguards and comply with data protection laws.
(e) Licensee is responsible for providing lawful data, obtaining consents, and securing access protocols.
(f) Licensee retains ownership of Licensee Data, and Licensor retains ownership of Licensor Data. Licensee grants Licensor a perpetual license to use Licensee Data for purposes outlined in this Agreement.
(g) Licensor will retain Data as necessary and delete or return Licensee Data upon termination, subject to legal requirements.
9. Intellectual Property Rights
Licensor retains all rights to the Software. Licensee grants Licensor a perpetual license to Feedback.
10. Payment
Fees are payable in advance and non-refundable. Pricing may increase during Renewal Terms. Usage beyond agreed tiers will result in automatic pricing adjustments.
11. Term and Termination
(a) The Agreement renews automatically unless notice is given 30 days prior to the current term.
(b) Licensee may terminate by ceasing use and notifying Licensor, subject to full payment.
(c) Licensor may terminate for Licensee’s breach.
(d) Licensor may terminate immediately for specific violations or license terminations.
(e) Upon termination, all licenses cease, and obligations remain.
12. Warranties, Remedy, and Disclaimer
(a) Licensor warrants commercially reasonable availability. Licensee’s sole remedy is to notify Licensor, who will either restore access or provide a credit. Third-Party Materials are provided “as is”.
(b) Warranties are void if Licensee breaches this Agreement.
(c) The Software is provided “as is” without warranties, except the limited one provided.
(d) Licensee warrants its Data will not infringe or violate any laws or rights.
13. Limitation of Liability
Licensor is not liable for results from Licensee’s use, lost profits, data loss, or indirect damages. Liability is limited to fees paid in the past 12 months. These limitations do not apply to indemnification or payment obligations.
14. Indemnification
(a) Licensor will defend and indemnify Licensee against infringement claims, subject to certain exclusions.
(b) Licensee will defend and indemnify Licensor against claims arising from Exclusions or Licensee’s breach.
(c) Indemnification procedures are outlined.
15. Confidentiality
Both parties agree to protect each other’s Confidential Information.
16. Export Regulation
Licensee must comply with US export control laws.
17. US Government Rights
Software is commercial software with standard license rights.
18. Miscellaneous
Includes provisions on marketing references, governing law, force majeure, notices, entire agreement, assignment, third-party beneficiaries, amendments, waiver, severability, interpretation, and headings.
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