This End User Service Agreement (“EUSA”) describes the terms and conditions under which you (“Customer”) may access and use People.ai’s Services.
1.1 Scope; Services. This EUSA applies to Customer’s use of the online services offered by People.ai (the “Services”) that are listed in one or more People.ai ordering documents signed by the Parties (each an “Order Form”). This EUSA and all executed Order Forms, including any exhibits thereto, together form the Agreement between the parties. All capitalized terms not defined herein have the meaning attributed to them in the Order Form. Subject to the terms of this EUSA and the applicable Order Form, People.ai will perform the Services identified in the Order Form.
1.2 Account Registration. As part of Customer’s account registration process, Customer will identify administrative accounts for Customer’s People.ai account (“Corporate Accounts”). Customer understands that People.ai’s performance depends on Customer identifying its Corporate Account. People.ai will not be responsible for any delays in performance of the Services resulting from Customer’s failure to meet this obligation.
1.3 End Users. Customer may use the Corporate Accounts to provide its employees and consultants who are the intended end users access to the Services (each, an “End User”), up to the maximum number of End Users permitted in the Order Form. Customer shall enable the Services to be used only by End Users who are then-current employees or then-current consultants of Customer during the Initial Term, or any applicable renewal term.
1.4 Operating Hours and System Maintenance. People.ai shall use commercially reasonable efforts to ensure that the Customer receives uninterrupted and continuing service throughout the term of the Agreement. However, People.ai will not be responsible for any inaccessibility to the Services which: (a) results from scheduled downtime, including a maintenance period every week, which Customer is notified about in advance, (b) results from a failure of equipment, software or services not under the direct control of People.ai, (c) or is a result of causes beyond the reasonable control of People.ai, including any force majeure event as described in Section 11.5 below.
1.5 Third Party Services. The Services may enable linking with one or more online third-party communication services, such as email, calendaring, phone, VOIP, CRM and chat services (“Third-Party Services”). Customer’s right to use such Third Party Services is governed by the terms and conditions established by each Third Party Services provider with Customer and Customer warrants and represents that it will comply with any such terms and conditions. Customer is responsible for paying all fees charged by its Third Party Service providers.
1.6 Support Services. During the Term, People.ai will provide the support services identified in an Order Form.
1.7 Training. People.ai will provide training and informational support on the use of the Services to the number of manager users (“Manager Users”) designated in the Order Form. Manager Users control the access of End Users to the Services. People.ai is not responsible for training or providing direct support on the use of the Services to End Users. Customer will be responsible for front line support/training to its End Users. Without limiting the previous sentence, Manager Users may determine access usage for End Users.
1.8 Professional Services. If People.ai provides other professional services to Customer, then the professional services shall be provided by People.ai pursuant to a separate professional services agreement.
2.1 Account and Password. All users designated by Customer will have the right to log in to the Site and access the Services solely through single sign-on (“SSO”) or Open Authorization (“OAuth”) authentication protocols and tokens. People.ai accounts do not support login or password driven authentication. A user subscription may not be shared or used by more than one user. People.ai does not receive or store your password for these third party services. Customer shall have sole responsibility for all activities relating to each user’s account and shall immediately inform People.ai of any unauthorized use of a user account. Customer shall also be solely responsible for maintaining the security of all login names, passwords and token-based authentication information needed to access the Third Party Services.
2.2 Restrictions. Customer agrees not to, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms of the Services, Documentation or unique data produced by the Services (except to the extent such restrictions are contrary to applicable law); modify, translate, or create derivative works based on the Services; or copy, rent, lease, distribute, assign, sell, or otherwise commercially exploit, transfer, or encumber rights to the Services; or remove any proprietary notices or labels.
2.3 Responsibilities. Customer will use the Services only in compliance with all applicable laws and regulations (including, but not limited to, any export restrictions). Although People.ai has no obligation to monitor Customer’s use of the Services, People.ai may do so and may prohibit any use of the Services it reasonably concludes is in violation of this Agreement or any applicable law or regulation.
3.1 Reservation of Rights. People.ai retains all right, title, and interest in the Services and all intellectual property rights (including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature) therein. No rights are granted to Customer hereunder other than as expressly set forth herein and People.ai reserves all rights not expressly granted herein.
3.2 Feedback. Feedback provided to People.ai may be used to develop and improve the Service or new products and services. To the maximum extent permitted by law, Customer grants People.ai a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use any such feedback for any purpose without any obligation or compensation to Customer (or End User).
4.1 Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that: (a) is marked as confidential or proprietary, (b) is disclosed verbally and identified as confidential or proprietary at the time of disclosure or (c) by its nature is normally and reasonably considered confidential. Confidential Information includes, but is not limited to, business and marketing plans, business processes, technical information, and non-public information regarding features, functionality and performance of the Services. However, Confidential Information shall not include any information that: (a) is or becomes generally available to the public, (b) was known to the Receiving Party prior its disclosure by the Disclosing Party, (c) is received from a third party without a breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
4.2 Protection of Confidential Information. The Receiving Party shall: (a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information but in no event less than reasonable care, (b) not use any Confidential Information of the Disclosing Party for any purpose except as permitted herein, and (c) to limit access of Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement.
4.3 Disclosure of Confidential Information. Notwithstanding the foregoing confidentiality restrictions, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and an opportunity to oppose or limit such disclosure.
5.1 Customer Data. “Customer Data” means data and information submitted by Customer directly or through the Third Party Services to People.ai. Subject to the limited licenses granted herein, Customer retains all right, title and interest in the Customer Data.
5.2 License. Customer grants People.ai a non-exclusive, worldwide, and royalty-free license during the Term to use the Customer Data (a) to provide the Services in accordance with this Agreement; (b) in accordance with People.ai’s Privacy Policy, located at https://test-people-ai-website.pantheonsite.io/privacy; or (c) as expressly permitted in writing by Customer. Customer further grants People.ai a non-exclusive, perpetual, worldwide, and royalty-free license to use any aggregate and/or masked data that cannot be linked or associated back to the Customer to develop machine learning data models, perform benchmark testing and improve the Services.
5.3 Protection of Customer Data. People.ai will maintain administrative, physical, and technical safeguards to ensure the protection of Customer Data at a level which meets industry best practices. Before People.ai engages Third Party Service providers, such as Amazon Web Services, to enable the People.ai to perform the Services contemplated by this Agreement, People.ai will ensure that the third party maintains data security safeguards and standards that are consistent with those required by this Agreement. People.ai will notify Customer of any unauthorized access to Customer Data (such access, a “Security Incident”) within two business days of People.ai’s knowledge of the Security Incident, regardless of whether the Security Incident triggers any applicable breach notification law.
5.4 GDPR Compliance. If, and to the extent, any Customer Data contains any personal information, People.ai will process this data in compliance with GDPR standards. People.ai will use reasonable efforts to cooperate with Customer in responding to regulatory or data subject inquiries received by Customer about People.ai’s collection and processing of the Customer Data containing personal information from individuals. If, at any point, Customer receives a request from an individual to delete any personally identifiable information, People.ai will comply with such request and delete any personally identifiable information of the individual. If, at any time, Customer receives a data portability request for any individual, People.ai will honor the request and provide the individual with the export of their personal information in compatible format to the destination of their choice. In the event of a Personal Data breach, People.ai will comply with the data breach obligations as outlined in Article 33 (Notification of the personal data breach to the supervisory authority) and Article 34 (Communication of a personal data breach to the data subject) of the GDPR.
6.1 Fees and Payment. Customer shall pay all fees specified in the Order Form (“Fees”). Payment obligations are non-cancellable and, except as expressly set forth herein, all Fees paid by Customer are non-refundable.
6.2 Invoicing, Payment, and Taxes. Prior to the start of each contract term, Customer will be invoiced for the full amount due. Customer shall pay all invoices within thirty (30) days after the invoice date. Unless otherwise stated, People.ai’s Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer shall be responsible for all Taxes associated with Services other than taxes based on People.ai’s net income. If Customer is in breach of this section, People.ai shall be entitled to charge default interest on the outstanding fees in the amount of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, or suspend or terminate access to the Services, at its sole option.
7.1 Term of Agreement. This Agreement will commence on the Effective Start Date, set forth in the Order Form, and continue for the Initial Term, as stated therein, unless earlier terminated in accordance with the Agreement. Thereafter, the Agreement will be extended automatically for periods of time equivalent to the Initial Term or the then-current renewal term, subject to the terms of this Agreement, unless the Agreement is cancelled in writing at least thirty (30) days prior to the expiration of the Initial Term or the then-current renewal term. The number of users subscribed during any renewal term shall be the number of users subscribed at the end of the previous term, as described in any applicable Order Form. Any initial pricing and/or payment terms shall only be applicable to the Initial Term. Any price increase for a renewal term shall not exceed five percent (5%) of the pricing for the Services in the immediately prior subscription term.
7.2 Termination for Cause. Either party may terminate this Agreement: (a) upon thirty (30) days notice if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach during this period, (b) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (c) upon the other party’s making an assignment for the benefit of creditors, or (d) upon the other party’s dissolution or ceasing to do business. If Customer terminates this Agreement because of People.ai’s uncured material breach of this Agreement, Customer shall be entitled to a pro-rata refund for the portion of the remainder of the Term that has been pre-paid and is subject to the material breach. In no event will any termination relieve Customer of the obligation to pay any fees payable to People.ai for the period prior to the effective date of termination.
7.3 Term Extension. For the period of time between the execution of this Agreement, and the First Login Date, which shall be defined as the date on which the first user is able to successfully login to the Services, regardless of whether the user actually logs in, People.ai shall extend the Term of the Agreement by the same number of days at no additional charge.
7.4 Effect of Termination. Upon the effective date of expiration or termination of this Agreement: (a) Customer’s license to use the Services and upload Customer Data to the Services ceases, (b) any and all payment obligations of Customer will immediately become due and (c) except as set forth herein, People.ai shall cause all confidential Customer Data to be deleted from the Services during People.ai’s next data backup cycle.
7.5 Surviving Provisions. The provisions of this Agreement that, by their nature and content, must survive the completion, rescission, termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive and continue to bind the Parties. Without limiting the generality of the foregoing, the Parties specifically acknowledge that the following provisions shall survive and continue to bind the Parties: accrued rights to payment, proprietary rights, confidentiality obligations, data use and restrictions, warranty disclaimers, limitations of liability, indemnification obligations, and the general provisions at Section 11.
8.1 People.ai Warranty. People.ai represents and warrants that: (a) it has all right and authority necessary to enter into and perform this Agreement, (b) it will perform the Services and the Support Services in a professional and workmanlike manner in accordance with generally prevailing industry standards and substantially in accordance with the Documentation (c) it owns all right, title and interest, or has license to use, the intellectual property composing the Services, and (d) subject to Customer’s compliance with the terms of this Agreement, People.ai’s provision of the Services will not violate any applicable United States law or United States regulation.
8.2 Customer Warranty. Customer represents and warrants that: (a) it has all right and authority necessary to enter into and perform this Agreement, (b) it owns all right, title, and interest in and to all Customer Data provided to People.ai, or possesses the necessary authorizations to provide this Customer Data to People.ai, (c) People.ai’s collection, use, and transfer of Customer Data will not violate Customer’s own internal data privacy policies, the rights of any third party, or any applicable laws and regulations, including data privacy, data protection, and data security laws and (d) Customer has all necessary rights to permit the Services to link with Customer’s Third Party Services.
8.3 Disclaimer. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS SECTION 8, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEOPLE.AI HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. PEOPLE.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS IN THIS SECTION 8 ARE A MATERIAL PART OF THE AGREEMENT AND PEOPLE.AI WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH DISCLAIMERS.
9.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS REPUTATION, GOODWILL, OR PROFITS), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
9.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE FEES PAID BY CUSTOMER TO PEOPLE.AI FOR THE SERVICES UNDER THIS AGREEMENT IN THE (TWELVE) 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
10. INDEMNIFICATION
10.1 People.ai Indemnification. People.ai will defend, indemnify and hold Customer harmless from any demand, claim, loss, liability or damages (“Claim”) that Customer may incur by reason of or arising out of any third party claim that: (a) the Services, as delivered by People.ai and used within the scope of this Agreement, infringe any patent or any copyright or misappropriates any trade secret in the United States; (b) that the Services, as delivered by People.ai and used within the scope of this Agreement, violate any applicable United States law or United States regulation; or (c) facts or circumstances that, if true, would constitute a breach by People.ai of the representations, warranties or covenants made under this Agreement. Notwithstanding the foregoing, if any portion of the Services and/or Site is likely to become or does become the subject of a claim of infringement or misappropriation of a patent, copyright, trade secret or other proprietary right, People.ai, at People.ai’s option and expense, may either: (a) procure for Customer the right to continue using the Services in accordance with the terms hereof, (b) replace or modify the allegedly infringing Services to make them non-infringing or legal, or, (c) if options (a) and (b) cannot be accomplished despite People.ai’s reasonable efforts, then People.ai may terminate this Agreement upon written notice to Customer and refund to Customer any prepaid amounts for unused Services. The indemnification obligations in this section 10.1 set forth People.ai’s sole and exclusive liability, and Customer’s sole and exclusive remedies, with respect to any claims of infringement, violation or misappropriation of third party intellectual property rights.
Notwithstanding the foregoing, People.ai will have no obligation under this Section 10, or otherwise with respect to any Claim, to the extent based upon: (i) People.ai’s legal use and authorized use of the Customer Data, (ii) any unauthorized use, reproduction, or distribution of the Services, (iii) any breach of this Agreement by Customer (iv) any combination by Customer of the Services with other products, equipment, software or data not supplied by People.ai to the extent such combinations are not contemplated or required by this Agreement, (v) any modification of the Services or People.ai data by any person other than People.ai or its authorized agents or contractors, (vi) any activity after People.ai has provided Customer with a work around or modification that would have avoided such issue without materially adversely affecting the functionality or availability of the Services, (vii) any action by a third party that is not within People.ai’s control, or (viii) Customer’s breach of its representations and warranties.
10.2 Customer Indemnification. Customer will defend, indemnify and hold harmless People.ai against any Claim that People.ai may incur by reason of or arising out of a third party claim alleging: (a) that the Customer Data as delivered directly or indirectly by Customer to People.ai and used within the scope of this Agreement infringes any third party intellectual property right or violates any applicable law or regulation, or (b) facts or circumstances that, if true, would constitute a breach by Customer of its representations, warranties, or covenants made under this Agreement.
10.3 Indemnification Process. Each party’s indemnification obligations under this Section 10 are conditioned upon the indemnified party promptly (not less than thirty (30) days from notice of the Claim) giving written notice of the Claim to the indemnifying party and fully cooperating in the defense of any such Claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the indemnified party to admit liability requires prior written consent of the indemnified party, not to be unreasonably withheld or delayed and (ii) the indemnified party may join in the defense with its own counsel at its own expense.
11. GENERAL PROVISIONS
11.1 Publicity. People.ai may use Customer’s company name and logo as a reference for marketing or promotional purposes on People.ai’s website and in other public or private communications with existing or potential People.ai customers, with Customer’s prior written consent, which shall not be unreasonably withheld, or if Customer publicly discloses that it is a Customer of People.ai.
11.2 Waiver of Rights. A party’s waiver of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall a party’s failure to exercise or enforce any right or provision of the Agreement be deemed to be a waiver of such right or provision.
11.3 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
11.4 Assignment. Neither this Agreement nor any obligation or right hereunder may be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that both parties may assign this Agreement in whole without the other party’s prior consent to a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates on condition that such successor in interest agrees in writing to comply with all terms and conditions of this Agreement.
11.5 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations, other than payment obligations, due to events beyond the reasonable control of such Party, such as strikes, shortages, riots, fires, acts of God, war, terrorism, or governmental action.
11.6 Independent Contractors. The Parties’ relationship is that of independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect.
11.7 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
11.8 Governing Law; Jurisdiction. This Agreement will be governed by the laws of the State of California without giving effect to conflict of law principles that would require the application of the law of a different jurisdiction. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal court in the Northern District of California or in a state court in San Francisco County, California, and each Party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding.
11.9 Notice. Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other notices required by this Agreement will be in writing and will be deemed to have been duly given when received if sent by: (i) personal delivery, (ii) by certified or registered mail (return receipt requested), or (iii) by commercial express courier (with tracking capabilities) to the address specified in the most recent Order Form (or such other address as may be specified in writing in accordance with this Section).
11.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original.
11.11 Entire Agreement. This Agreement, consisting of the Order Form, the Exhibits thereto, and this EUSA, embodies the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, oral or written, relating thereto. This Agreement may only be amended in writing signed by authorized representative of both parties.