SaaS Terms &
Conditions
Last Updated: 29 August 2024
SAAS SERVICES AGREEMENT
This SaaS Services Agreement (the “Agreement”) is between InscribeAI, Inc., a Delaware corporation (“Inscribe”), and the customer named on any Order Form that incorporates or is incorporated into this Agreement or any other person or entity whose use of the Services is not governed by a superseding agreement (“Customer”). By clicking the box indicating acceptance, signing an Order Form incorporating this Agreement, making payment in accordance with such Order Form, or accessing or using Inscribe’s Services, including Inscribe’s websites, Customer agrees that such Order Form and/or its use of the Services shall be governed exclusively by this Agreement and any additional terms stated in such Order Form. If you are entering into this Agreement on behalf of a Customer that is a company or other legal entity, you warrant and represent that you have the authority to bind such entity and such entity’s affiliates to this Agreement. Notwithstanding anything to the contrary, if Customer has entered into a separate written agreement with Inscribe for use of the Services, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in this Agreement with respect to the Services specified in such agreement. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
1. SERVICES AND SUPPORT; REGISTRATION
1.1. Subject to the terms of this Agreement, Inscribe will provide the Services to Customer during the Term (as defined in Section 5.1 below) in accordance with the Service Level Terms attached hereto as Exhibit A and in material accordance with all applicable laws and regulations and the user guides and other technical documents and specifications for the Services made generally available by Inscribe to its customers (the “Documentation”). In addition, Inscribe will provide reasonable technical support services to Customer in accordance with the terms set forth in Exhibit B. Customer, and those individuals who are authorized by Customer to use the Services on Customer’s behalf (“Users”), may access the Services solely for Customer’s own business purposes in accordance with this Agreement. The Services are subject to the Service Descriptions attached hereto as Exhibit C and the Privacy Policy available at https://www.inscribe.ai/privacy.
1.2 From time to time, Inscribe may invite Customer to try, at no charge, certain products or services that are not generally available to Inscribe’s customers (“Beta Services”). Customer may accept or decline any such trial in its sole discretion. Unless otherwise agreed on by the parties, Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. BETA SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDER AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTIES. Inscribe may discontinue Beta Services at any time in its sole discretion and may never reinstate them. Inscribe may also decide, in its sole discretion, if/when to start charging fees for the Beta Services, provided that Inscribe gives notice to Customer before beginning to charge for Beta Services.
1.3 As part of the registration process, Customer and its Users may be asked to provide usernames and passwords for account registration. Inscribe reserves the right to refuse registration of, or cancel, usernames or passwords it deems inappropriate. Customer and its Users shall keep its and their respective usernames and passwords confidential, and Customer will be responsible for all actions taken under a User’s account.
1.4 During the use of the Services, Customer may submit data to be processed by the Services (“Input”), and receive content generated and provided back to Customer by the Services based on the Input (“Output,” and collectively with Input, “AI Content”). AI Content shall constitute Customer Data (as defined in Section 3.1 below) that is owned by Customer. Customer is solely responsible for any Input, including the accuracy, quality, appropriateness, and legality thereof, and will ensure that its Input and use of the Services does not (i) violate any applicable law; (ii) violate the Order Form or the Agreement; or (iii) infringe, violate, or misappropriate the rights of Inscribe or any third party. Inscribe does not permit its third-party providers (the “Providers”) of the Services (which shall include Anthropic’s Claude 3 for Inscribe AI Agent) to use the AI Content to train their AI models.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; (ii) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by Inscribe or authorized within the Services); (iii) sell, resell, rent or lease the Services or otherwise make the Services available to anyone other than Users, (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels from the Services, (vi) use the Services for the purpose of monitoring their availability or for any other benchmarking or competitive purposes; (vii) use the Services to transmit or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (viii) interfere with or disrupt the integrity or performance of the Services; (ix) attempt to gain unauthorized access to the Services or their related systems or networks; (x) copy, frame or mirror the Services; (xi) access the Services in order to build a competitive product or service or copy any features, functions or graphics of the Services; or (xii) access or use the Services (A) to develop machine learning models or similar technology; (B) to mislead any person that Output from the Services was solely human-generated; (C) in a manner that violates any technical documentation, usage guidelines, or other terms and conditions; (D) in violation of applicable law; or (E) in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, data privacy right, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data).
2.2 If Inscribe makes access to any APIs available as part of the Services, Inscribe reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Inscribe may monitor Customer's usage of such APIs and limit the number of calls or requests Customer may make if Inscribe believes that Customer's usage is in breach of this Agreement or may negatively affect the security, operability, or integrity of the Services (or otherwise impose liability on Inscribe).
2.3 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, or anything related thereto, or any direct product thereof, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Documentation and any software included in the Services are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.4 Customer represents, covenants, and warrants that Customer and its Users (i) will use the Services only in compliance with this Agreement, the Documentation and all applicable laws and regulations; (ii) will be responsible for ensuring that its systems meet the specifications set forth in the Documentation; and (iii) have all legal rights, consents, approvals, and authority necessary to access, use and disclose to Inscribe all Customer Data as contemplated by this Agreement. Although Inscribe has no obligation to monitor Customer’s use of the Services, Inscribe may do so and may, upon written notice (which may be provided via email) to Customer, prohibit any use of the Services it believes may be in violation of the foregoing.
2.5 The Services may integrate with and receive information from third-party sources, services, software, applications, and platforms that provide data that are used in conjunction with the Input data to obtain Output (“Third-Party Data”). Inscribe is not responsible for the accuracy, completeness, or suitability of any Third-Party Data. Customer acknowledges that it is Customer’s responsibility to ensure that its use of Third-Party Data complies with applicable law. Any Third-Party Data is provided “as-is” and without warranty. Where applicable, the Service Descriptions may include additional terms and conditions specific to a Third-Party Service.
2.6 The Services contain derivatives of machine learning generative models whose distribution is subject to restrictions. Customer may not use the Services in any manner that violates any Anthropic policy, including their Usage Policy, Responsible Disclosure Policy, and Claude’s Constitution. Inscribe reserves the right to use a different large language model generative AI service in lieu of or in addition to Claude 3, in which case, upon written notice thereof from Inscribe, Customer further agrees not to use the Services in any manner that violates any usage, sharing, publication, and/or community policies or guidelines of such alternate service provider.
2.7 Inscribe may make available within the Services certain web search functionality which is used for fraud detection purposes as more fully described in Section 3 of Exhibit C hereto.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business that (i) is marked or designated as “confidential” or “proprietary” at the time of disclosure by the Disclosing Party, or (ii) by its nature or content is reasonably distinguishable as confidential or proprietary to the Receiving Party (hereinafter referred to as “Confidential Information”). Confidential Information of Inscribe includes non-public information regarding features, functionality and performance of the Services. Confidential Information of Customer includes the documents, data and information provided by Customer to Inscribe to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information; provided that the Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, officers, directors, advisors and subcontractors who have a need to know such information in order for the Receiving Party to carry out its obligations and exercise its rights under this Agreement. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public other than by a breach of this Agreement; or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party without any confidentiality obligation, or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. In addition, the confidentiality obligations set forth in this Section 3 shall not apply where the Receiving Party discloses the Disclosing Party’s Confidential Information pursuant to the order or legal requirement of a court, administrative agency, or other governmental body; provided, however, that the Receiving Party shall provide prompt notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure unless prohibited by such order or requirement or otherwise by applicable law; and provided, further, that if the Disclosing Party fails to obtain a protective order or other appropriate remedy, the Receiving Party will furnish only that portion of the Confidential Information that is legally required to be disclosed and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
3.2 Customer shall own all right, title and interest in and to the Customer Data. Customer hereby grants to Inscribe the worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable and transferable right and license to use, copy, translate, transmit, display, modify, reproduce, distribute, perform, publish, analyze, and create derivatives of Customer Data solely to provide, support, enhance, develop and improve the Services (including for training algorithmic models). Customer represents and warrants that Customer has all necessary rights in Customer Data to grant the foregoing license to Inscribe. Inscribe shall own and retain all right, title and interest in and to (a) the Services; (b) any software, applications, inventions or other technology developed in connection with implementation or support services; (c) all improvements, enhancements or modifications to the foregoing; (d) all intellectual property rights related to the foregoing; and (e) Third-Party Data, and any information or data generated by the Services about Customer’s use or operation of the Services (excluding Customer Data). Customer shall ensure that it has provided all legally required notices and received all legally required consents to provide Customer Data to Inscribe.
3.3 Notwithstanding anything to the contrary set forth in this Agreement, Inscribe shall have the right to collect and analyze (i) Customer Data and data derived therefrom, along with any data provided by Customer to Inscribe regarding decisions made by Customer as a result of its use of the Services (all of the foregoing being collectively referred to as “Training Data”); and (ii) data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (“Analytics Data”). Inscribe will be free (during and after the Term) to (a) use such Training Data and Analytics Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Inscribe offerings (including for training models), and (b) publicly disclose Analytics Data (but not Training Data) solely in aggregate or other de-identified form for marketing purposes.
3.4 Customer hereby grants to Inscribe a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer (including its Users) relating to the operation of the Services (“Feedback”). For the sake of clarity, Customer and its Users are not required to provide Feedback to Inscribe.
3.5 Inscribe will implement and maintain appropriate administrative, physical, and technical safeguards, in accordance with industry practice, that are designed to protect security, confidentiality and integrity of Customer Data. Inscribe shall engage a third party to perform a SOC 2 Type II or an ISO 27001 standard audit on at least an annual basis and will provide Customer with audit certificates related thereto upon request.
3.6 Unless the parties agree otherwise in writing, Customer may not include in any Customer Data any information that is subject to (a) the Payment Card Industry Data Security Standards, (b) the Health Insurance Portability and Accountability Act of 1996’s requirements for business associates or (c) any sensitive personal information (i.e., sensitive Customer Data like race or ethnic origin, religion, political affiliations, sexual orientation, criminal history, and trade union or association memberships) or special categories of personal information as such terms are defined by applicable data privacy laws.
3.7 Inscribe may use subprocessors in connection with providing the Services to Customer. A current list of such subprocessor can be found at https://www.inscribe.ai/subprocessors. Where Customer Data includes personally identifiable information, Inscribe may share such information in accordance with the Privacy Policy or in any data processing addendum executed by the parties.
4. PAYMENT OF FEES
4.1 Customer will pay Inscribe the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). As used herein, “Order Form” means an order form or other ordering document mutually executed by both parties. Unless otherwise expressly specified in an Order Form or herein, (i) the Fees will be invoiced in full upfront at the start of the applicable Order Form Term, (ii) the Fees are based on amounts purchased and not actual usage, (iii) payment obligations are non-cancellable and non-refundable, and (iv) the Fees cannot be decreased during the relevant Order Form Term. Unless otherwise agreed on in the Order Form, invoices for undisputed Fees must be paid within 30 days of Customer’s receipt. If any undisputed invoices are still outstanding more than 15 days after Customer receives notice of non-payment, Inscribe will be entitled to pause Customer’s access to and use of the Services until all undisputed Fees have been paid. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
4.2 If Customer’s use of the Services exceeds the number of documents (or other capacity parameters set forth in the applicable Order Form), Inscribe will give notice to Customer thereof. Unless otherwise expressly agreed on in an Order Form, overage fees for any use of the Services that exceeds the number of documents (or other capacity parameters set forth in the applicable Order Form) will be billed at a rate equal to (x) the per document rate set forth in the applicable Order Form plus (y) twenty percent (20%). Such overage fees will be invoiced monthly in arrears.
4.3 The Fees shall automatically increase for each Renewal Term (as defined below) by the greater of (a) 5% or (b) the CPI-U then in effect at the point of renewal, assuming the same total volume and mix of Services.
4.4 Unless otherwise stated in an Order Form, the 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 is responsible for paying all Taxes associated with the Services purchased hereunder. For the sake of clarity, Inscribe is solely responsible for taxes assessable against it based on its income, property or employees.
5. TERM AND TERMINATION
5.1 Subject to earlier termination as provided below, this Agreement shall commence on the Effective Date and shall continue for so long as there is an Order Form in effect (the “Term”). Unless otherwise provided for in the Order Form, the term of each Order Form shall automatically renew for additional periods of the same duration as the initial Order Form Term (each a “Renewal Term”), unless either party gives the other party written notice of non-renewal at least 30 days prior to the end of the then-current Order Form Term or Renewal Term.
5.2 A party may terminate this Agreement for cause immediately upon written notice to the other party: (i) if the other party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within 30 days from the date of its receipt such notice; provided, however, in the case of a material breach that cannot reasonably be cured within such 30-day period (which shall necessarily exclude, for the avoidance of doubt, any payment default), the non-breaching party may terminate this Agreement following such 30-day period only if the breaching party shall have failed to commence substantial remedial actions within such 30-day period and to use reasonable efforts to pursue the same; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer under this Section 5.2, Inscribe shall refund to Customer any prepaid Fees covering the remainder of the Term after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any Fees payable to Inscribe for the period prior to the effective date of termination.
5.3 Upon any termination of this Agreement, all rights and licenses granted hereunder shall immediately terminate (other than perpetual licenses); provided, however, that Customer may access its Customer Data for the purpose of exporting such Customer Data for a period of 60 days after the effective date of such termination. After such 60-day period, Inscribe will delete the Customer Data from its databases, subject to its right to retain (i) any Training Data and Analytics Data in accordance with Section 3.3 and (ii) electronic archives and backups for an additional 30 days, after which such backups and archives will be deleted.
5.4 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. WARRANTY AND DISCLAIMER
Inscribe represents and warrants that it will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform any implementation and support services in a professional and workmanlike manner. Customer’s sole remedy, and Inscribe’s sole obligation, for any breach of the foregoing warranties is for Inscribe to correct such breach within 30 days or else Customer may terminate this Agreement in accordance with Section 5.2. Customer acknowledges that Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Inscribe or by third-party providers, or because of other causes beyond Inscribe’s reasonable control, but Inscribe shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. Customer acknowledges and agrees that the Services have not been fully tested. Inscribe uses experimental technology, and any Output may not meet Customer’s desired use including, without limitation, that it may be inaccurate, biased, offensive, or duplicative of content generated by Inscribe for other Inscribe customers. Customer must use discretion when relying on, publishing, distributing, or otherwise using any Output resulting from the use of the Services. HOWEVER, INSCRIBE 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. CUSTOMER ACKNOWLEDGES AND AGREES THAT INSCRIBE IS NOT RESPONSIBLE FOR ANY CONSEQUENCES OR RESULTS OBTAINED FROM USE OF THE SERVICES. INSCRIBE MAY PROVIDE FACTS AND INFORMATION THAT CUSTOMER MAY USE TO MAKE DETERMINATIONS ABOUT THE RESULTS OF THE SERVICES, BUT SUCH DETERMINATIONS (AND ANY ACTIONS OR DECISIONS OF CUSTOMER BASED ON SUCH DETERMINATIONS) ARE THE SOLE RESPONSIBILITY OF CUSTOMER. INSCRIBE MAY USE ARTIFICIAL INTELLIGENCE TO PROVIDE THE SERVICES, THE RESULTS OF WHICH MAY CONTAIN INACCURACIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND ANY IMPLEMENTATION OR SUPPORT SERVICES ARE PROVIDED “AS IS” AND INSCRIBE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. INDEMNITY
7.1 Inscribe will defend Customer, and its officers, directors and employees (collectively with Customer, the “Customer Indemnitees”), from and against any third-party claim, demand, suit or proceeding (a “Claim”) (i) arising out of any breach of Section 3 by Inscribe that results in the misuse or unauthorized disclosure of Customer Data; or (ii) alleging that the use of the Services as permitted hereunder infringes or misappropriates any United States intellectual property right. Inscribe shall indemnify and hold harmless the Customer Indemnitees from any and against any damages and costs (including reasonable attorney’s fees) awarded against Customer, or agreed in settlement by Inscribe, resulting from a Claim, provided that Customer notifies Inscribe of any and all Claims for which Customer seeks indemnification under this Section 7.1 and gives the Inscribe reasonable assistance and the opportunity to assume sole control over defense and settlement thereof (provided that Inscribe may not settle any Claim without Customer’s prior written approval unless such settlement releases Customer of all liability). Inscribe’s obligations under this Section 7.1 do not apply with respect to (a) portions or components of the Services (1) not supplied by Inscribe; (2) made in whole or in part in accordance with Customer specifications; (3) that are modified after delivery by Inscribe without Inscribe’s authorization; or (4) combined with other products, processes or materials in a manner not contemplated by the Documentation where the alleged infringement relates to such combination, or (b) where Customer’s use of the Services is in violation of this Agreement. If, due to a Claim under part (ii) of this paragraph, the Services are held by a court of competent jurisdiction to be, or are reasonably believed by Inscribe to be, infringing, Inscribe may, at its option and expense (A) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (B) obtain for Customer a license to continue using the Services; or (C) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused Fees for the Services.
7.2 Customer will defend Inscribe and its officers, directors and employees (collectively with Inscribe, the “Inscribe Indemnitees”), from and against any Claim (i) related to Customer’s breach of Sections 2.1, 2.3 or 3.6; or (ii) alleging that the use of Customer Data as permitted hereunder infringes or misappraises any United States intellectual property right or violates the privacy or other rights of a third party. Customer shall indemnify and hold harmless the Inscribe Indemnitees from and against any damages and costs (including reasonably attorney’s fees) awarded against Inscribe, or agree in settlement by Customer, resulting from a Claim, provided that Inscribe notifies Customer of any and all Claims for which Inscribe seeks indemnification under this Section 7.2 and gives Customer reasonable assistance and the opportunity to assume sole control over defense and settlement thereof (provided that Customer may not settle any Claim without Inscribe’s prior written approval unless such settlement releases Inscribe of all liability). Customer’s obligations under this Section 7.2 do not apply with respect to any use of Customer Data by Inscribe that is in violation of this Agreement.
7.3 THIS SECTION 7 STATES THE INDEMNIFYING PARTY’S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY TYPE OF CLAIM DESCRIBED IN THIS SECTION 7.
8. LIMITATION OF LIABILITY
8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR ANY EXCLUDED CLAIMS (AS DEFINED BELOW), EACH PARTY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; OR (B) FOR ANY PUNITIVE, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSES.
8.2 TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR ANY EXCLUDED CLAIMS (FOR WHICH THERE SHALL BE NO CAP ON LIABILITY) OR SPECIAL CLAIMS (WHICH ARE SUBJECT TO THE SPECIAL LIABILITY CAP DEFINED BELOW), NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
8.3 As used herein, “Excluded Claims” means (i) any amounts payable to third parties pursuant to Inscribe’s indemnity obligations under Section 7.1(ii); (ii) any fraud, willful misconduct or gross negligence by a party; (iii) any amounts payable to third parties pursuant to Customer’s indemnity obligations under Section 7.2; or (iv) Customer’s violation of Section 2.1 or Section 3.2.
8.4 As used herein, “Special Claims” means (i) any breach by a party of Section 3 that results in misuse of or unauthorized disclosure of the other party’s Confidential Information, or (ii) any amounts payable to third parties pursuant to Inscribe’s indemnity obligations under Section 7.1(i). For any and all Special Claims, each party’s aggregate liability shall be subject to an enhanced liability cap not to exceed the greater of (i) $100,000 or (ii) three times (3x) the amount paid by Customer to Inscribe during the 12 months prior to the event giving rise to the liability (the “Enhanced Liability Cap”).
8.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, INSCRIBE SHALL HAVE NO LIABILITY FOR ANY CONSEQUENCES OR RESULTS OF THE USE OF THE SERVICES BY CUSTOMER OR ANY DETERMINATIONS OR DECISIONS RESULTING THEREFROM.
9. MISCELLANEOUS
Inscribe may use Customer’s name, logo, and/or other identifying indicia in Inscribe’s advertising, marketing, and/or promotional materials, solely to identify that Customer is a customer of Inscribe. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein; provided, however, that Inscribe may amend, or modify the Service Level Terms, Support Terms or Service Descriptions at any time by providing notice to Customer (email or in-Service notification being sufficient). Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination by Customer, Inscribe shall refund to Customer any prepaid fees covering the remainder of the Term after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 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 whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing, addressed to the party’s address set forth in the applicable Order Form (or such other address that a party gives notice of in accordance with this paragraph) and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Customer will send a copy of any notice given hereunder to legal@inscribe.ai. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions and the parties irrevocably consent to venue in the state and federal courts of San Francisco County, California.
EXHIBIT A
Service Level Terms
The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Inscribe’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Inscribe's entire liability, in connection with Services availability shall be that for each period of downtime lasting longer than one hour, Inscribe will credit Customer 5% of the applicable Fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Inscribe) recognizes that downtime is taking place and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Inscribe in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Inscribe will only apply a credit to the month in which the incident occurred. Inscribe’s blocking of data communications or other services in accordance with its policies shall not be deemed to be a failure of Inscribe to provide adequate service levels under this Agreement.
EXHIBIT B
Support Terms
Support Plans
• Basic Support
Inscribe will provide technical support to Customer via electronic mail on weekdays with the exclusion of federal holidays in the U.S., UK, and Ireland, and will use commercially reasonable efforts to respond to all Helpdesk tickets within 2 days on weekdays (“Basic Support Hours”).
Customer may initiate a helpdesk ticket any time by emailing intercom-support@inscribe.ai.
• Premium Support
At the outset of the initial Order Form Term, Inscribe will provide a 1-hour training session to each of the fraud analysts outlining how to upload documents, how to receive results, and how to interpret the results. This training session can be performed over video conference.
Inscribe will provide technical support to Customer via electronic mail on weekdays with the exclusion of federal holidays in the U.S., U.K., and Ireland, and will use commercially reasonable efforts to respond to all Helpdesk tickets within 12 hours on weekdays (“Premium Support Hours”).
Customer may initiate a helpdesk ticket any time by emailing intercom-support@inscribe.ai or interacting with Intercom chat.
EXHIBIT C
Service Descriptions
These service descriptions (“Service Descriptions”) are incorporated into and made a part of the Agreement. All capitalized terms not defined in these Service Descriptions are defined in the Agreement. “Third-Party Services” are services provided by entities other than Inscribe that may include additional functionalities, integrations, or data that are used or accessed through the Services but are not owned or controlled by Inscribe. Inscribe is not responsible for the performance, compatibility, or compliance of these Third-Party Services with Customer’s needs. Third-Party Services may require additional terms and conditions, depending on the service offered by the third party, which are described in this Exhibit C.
1. Essential Plan. Inscribe’s Essential™ plan is designed to provide fraud detection and fraud risk services. In providing this Service, Inscribe may use data or information received from Third-Party Services. Where Customer uses the Essential plan Service, Customer may only use the Output for fraud screening and detection purposes. Customer shall not use this Service (i) to engage in debt collection practices; (ii) to perform tenant or employment screens or background screens; (iii) to determine eligibility for any government license, benefit or assistance; (iv) for the benefit of any political candidate, party, campaign or advocacy group; (v) for purposes of government surveillance; (vi) or the data received from or derived from this Service to determine eligibility for consumer credit or insurance, or otherwise create a consumer report (as defined by The Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq (the "FCRA")), or for any other purpose under the FCRA; (vii) to determine a consumer's eligibility for a license or other benefit that depends on an applicant's financial responsibility or status; or (viii) in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation.
2. Complete Plan. Inscribe’s Complete™ plan includes all features and functionality in the Essential plan. In addition, the Complete plan provides document analysis services (including transaction parsing, advanced paystub parsing, transaction enrichment, and cashflow analysis) that allow Inscribe to parse and summarize the information provided in a given document. With respect to this Service (and only this Service), Inscribe acts as an agent of Customer in order to parse and summarize such documents, and Customer directs Inscribe to act as Customer’s agent solely with respect to parsing and summarizing the Input with respect to such Service. Further, Customer is prohibited from using the Output to determine eligibility for consumer credit or insurance, or to otherwise create a consumer report, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation or for any other purpose under the FCRA. Rather, Customer may only use the Output of this Service in order to determine whether a credit application requires additional review or screening.
3. Web Search Functionality. Inscribe may make available within the Services certain web search functionality which is designed to mimic a public web search (“Web Search”). Web Search may only be used for fraud detection purposes in connection with Fraud Intelligence Services and may not be used in connection with Credit Intelligence Services. Further, Web Search is provided by a public web search provider via API. The Web Search provider does not provide any data security or privacy commitments with respect to the Web Search functionality. Data input into Web Search is not stored by Inscribe and is not subject to Inscribe’s data retention, deletion or security practices. The Web Search provider may use any Customer Data that is input into the Web Search functionality, and any results from Web Search, for any purpose without restriction (including training algorithmic models). If Customer uses Web Search, Customer does so at Customer’s own risk. Customer (i) acknowledges that Web Search provider is not a “subprocessor” or “service provider” (as such terms are defined under data privacy law) of Inscribe; (ii) agrees that Inscribe is not responsible for how the Web Search provider processes, stores, protects or uses any input or output; (iii) acknowledges that Inscribe undertakes no contractual obligation for the Web Search functionality, makes no representation, warranty or guaranty with respect to Web Search, and has no obligation to indemnify Customer for any claim arising from Customer’s use of Web Search; and (iv) agrees that Inscribe’s information security policies procedures and practices do not apply to Web Search. Customer represents and warrants that Customer shall only use Web Search functionality in accordance with all applicable laws, and will not use Web Search to engage in debt collection practices, perform tenant or employment screens or background screens, determine eligibility for any credit or insurance, or otherwise create or compile consumer credit reports, as such term may be defined under the FCRA.
