CoCo© 2019 All Rights Reserved. Imperson Ltd.

Hashikma 1 , Savyon, Israel 

A.I CONVERSATIONAL SYSTEMS CONVERSATIONAL PLATFORM TERMS OF USE AND SERVICES 

 

  1. Applicability.

    1. Effective Date: August, 2019.

    2. These terms of use and services (“TOU”) are made and entered into by and between A.I. Conversation Systems Ltd. and its affiliates (“A.I Conversation Systems”) and User. "User" means you individually or the entity you represent. If you are entering into the TOU for an entity, you represent and warrant that you have the legal authority to bind that entity to the TOU.

    3. This TOU and any and all restrictions and policies implemented by A.I Conversation Systems from time to time with respect to the Platform and/or the Services, both as defined below ( “General Policies”, together with the TOU, the "Terms") govern the User’s access and use of the Platform and/or the Services. 

    4. By accessing or using the Platform and/or the Services, User acknowledges the Terms and agrees to be bound by the Terms. If User does not accept the Terms, User may not use the Platform and/or the Services.

    5. A.I Conversation Systems may make changes to this TOU, and User should check back often and make sure that User is familiar with the most current version of this TOU whenever User accesses and/or uses the Platform and/or the Services. Any amendment to this TOU will be effective upon A.I Conversation Systems's posting of such updated TOU at this location or the successor URL that A.I Conversation Systems may select. User's continued use of the Platform and/or the Services after such posting constitutes User's consent to be bound by this TOU, as updated and amended. 

  2. Definitions. 

    1. “PLATFORM”, or the "A.I CONVERSATIONAL SYSTEMS CONVERSATIONAL PLATFORM", means the interface environment which is accessible at https://marketplace.conversationalcomponents.com/marketplace where A.I Conversation Systems may offer the services ("Services").

    2. “Personal Data” means data that may be used, either alone or together with other information, to identify an individual user, including, without limitation, a user’s name, address, telephone number, username, email address, city and country, geolocation, unique identifiers, picture, or other similar information and includes personal data as defined in the General Data Protection Regulation 2016 /679 of the European Parliament and of the Council of 27 April 2016 ("GDPR"). 

  3. User. 

    1. Subject to the User's compliance with the terms and restrictions set forth in the Terms, A.I Conversation Systems grants User a limited, personal, revocable, non-assignable, non-transferrable, non-sublicensable, and non-exclusive right to access and use the Platform and use the Services subject to the Terms and in connection with websites, applications, or other web-based services that User owns, licenses, or has a right to use. It shall be clarified that these Terms do not entitle User to any right or title in the Platform and/or the Services (or any part thereof), other than the rights explicitly granted herein.

    2. In order to access the Platform and to use the Services, the creation of a User account is required (collectively, an “Account”). 

    3. User must create a password to access User's Account. User is responsible for maintaining the confidentiality of User's Account and password and User must not disclose this information to any other person or entity. User also acknowledges that User's Account and password is personal to User, and User agrees not to provide any other person with access to the Platform and/or Services using User's Account or password. User agrees to notify A.I Conversation Systems immediately of any unauthorized access to or use of User's Account or password or any other breach of security at https://marketplace.conversationalcomponents.com/marketplace.

    4. User also agrees to ensure that User exits from User's Account at the end of each session. User should use particular caution when accessing User's account from a public or shared computer so that others are not able to view or record User's password or other personal information of User.

    5. All information User provides for registration will be stored and used in accordance with A.I Conversation Systems privacy policy at https://www.conversationalcomponents.com/ .

    6. A.I Conversation Systems may impose limits on certain features and Services or restrict User's access to parts of or the entire Platform, terminate or limit any use of the Platform if User violates this TOU or A.I Conversation Systems otherwise objects to User's use of the Platform, at A.I Conversation Systems’s sole discretion.

  4. Availability of the Platform and the Services.

    1. A.I Conversation Systems will make reasonable commercial efforts to keep the Platform and Services operational during normal business hours. However, A.I Conversation Systems might have to change, suspend, or discontinue any aspect of the Platform and/or the Services, or any part thereof, at any time, including the availability of the Platform and/or the Services. User acknowledges that it is normal to have a certain amount of system downtime and agree not to hold A.I Conversation Systems liable for any of the consequences of such interruptions. 

    2. User acknowledges that it is informed that the Services are partially based on third party services (interface, API, etc.) and that in the event of unavailability or dysfunction of one of the Services will be unavailable and A.I Conversation Systems shall in no case be held responsible for any of the consequences.

    3. A.I Conversation Systems reserves the right to update and make operational modifications to the Platform at any time. These updates and operational modifications to the Platform may make access to the Services momentarily unavailable.

    4. The User undertakes not to expose the Platform to any risk of piracy and attempted attacks on the vulnerability of the Platform and its security system, and to implement all appropriate measures to prevent those aforementioned risks or any other risk that may affect the Platform.

  5. Restrictions.

    1. The User is prohibited from:

      1. distributing data, information or content of a defamatory, damaging, obscene, offensive, violent or violence-inciting nature via the Platform, or that is political, racist, xenophobic or generally in any way contrary to the laws and regulations in force;

      2. creating links to any content available via the Platform, without A.I Conversation Systems’s prior written approval;

      3. selling, exchanging or monetizing information, content or any data on the Platform or the Services, without A.I Conversation Systems’s express written permission;

      4. reverse engineering, decompiling, disassembling, decrypting on the Platform or otherwise attempting to obtain the source code in relation to any intellectual property used to provide the Services;

      5. using manual or automatic devices or software, coding robots or other means to access, explore, extract or index any page on the Platform;

      6. scanning the Platform, or testing the vulnerability of the Platform, or breaching the security or authentication measures of the Platform;

      7. using logos, trademarks or any other element protected by A.I Conversation Systems’s intellectual property rights;

      8. simulating the appearance or functioning of the Platform, e.g. by mirroring;

      9. disturbing or disrupting the Platform, directly or indirectly. or the transmitting or activating viruses via or on the Platform.

    2. The User must ensure that its users undertake to comply with the prohibitions of this section, and in general with the Terms.

  6.  User Generated Content.

    1. A.I Conversation Systems will not bear any liability for any loss, damage, cost, or expense that User may suffer or incur as a result of or in connection with uploading any content and A.I Conversation Systems is not responsible or liable to any third party for the content or accuracy of any content posted by User or any other user of the Platform and/or Services. User is solely responsible for its content and the consequences of posting or publishing such content on the Platform and/or the Services, in any way. 

    2. User represents and warrants that User is the rightful owner of the content User uploads to the Platform and/or Services or that User has (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such consent, and that such content does not infringe any third party’s intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights.

    3. Without derogating from the above, User expressly agrees that the content that User posts or uploads will not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is unlawful,  defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economic class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; or (v) content that might reasonably pose a risk to a person’s safety, security or health. The above examples of unlawful and prohibited content do not constitute an exhaustive list.

    4. A.I Conversation Systems is under no obligation to edit or control User's content that and will not be in any way responsible or liable for User's content. Although A.I Conversation Systems has no obligation to screen, edit or monitor any of the User's content, A.I Conversation Systems explicitly reserves the right, at its sole discretion, to remove, edit, or block without giving any prior notice, any User content available on the Platform and/or Services at any time and for any reason, and the User is solely responsible for creating backup copies of User's content.

  7. Ownership.

    1. The Platform, the Services, and all software, documentation, information, tools, documents, processes, methodologies, know-how, websites and any additional intellectual or other property used by or on behalf of A.I Conversation Systems or otherwise related to the PLATFORM, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto (collectively, “A.I Conversation Systems Property”) will be and remain the sole and exclusive property of A.I Conversation Systems. To the extent, if any, that ownership of any A.I Conversation Systems Property does not automatically vest in A.I Conversation Systems by virtue of the Terms, or otherwise, User hereby transfers and assigns to A.I Conversation Systems, upon the creation thereof, all rights, title and interest User may have in and to such A.I Conversation Systems Property (and waives any and all moral rights, as applicable).

    2. A.I Conversation Systems owns and shall maintain ownership of all right, title and interest in and to the Platform and the Services and any content, software, information, technology, data and materials, however supplied or made available by A.I Conversation Systemshereunder (including any intellectual property rights therein).  A.I Conversation Systems expressly reserves all rights to the foregoing, and except for the limited license of rights expressly set forth herein, A.I Conversation Systems does not grant User any right, title, or interest in any intellectual property owned or licensed by A.I Conversation Systems.   

    3. Without derogating from the above, A.I Conversation Systems shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the Platform and/or the Services any suggestions, enhancement requests, recommendations or other feedback A.I Conversation Systems receives from User.

    4. This TOU does not confer any right of ownership for the Platform and/or the Services. The temporary provision of the Platform and the Services, shall not be construed as assigning any intellectual property rights whatsoever to the User.

    5. The User may in no case make the Services available to any third party and is strictly prohibited from any other use, including but not limited to any adaptation, modification, translation, arrangement, distribution, decompilation, or reproducing any element of the Platform or any documentation related to it.

  8. Support. 

A.I Conversation Systems has no obligation to provide any type of technical or other support for the Platform or the Services or any content related thereto, whether provided by A.I Conversation Systems, by User, or by third parties. However, User has the possibility to purchase certain support options from A.I Conversation Systems as set forth in Exhibit B.

  1. Service Fees. 

In consideration for the access and use of the Platform and/or the Services, User shall pay A.I Conversation Systems the service fees set forth in Exhibit C attached hereto, in accordance with the payment terms set forth in Exhibit C.

  1. Term and Termination. 

    1. User may cancel its access to the Platform at any time by notifying A.I Conversation Systems, or by ceasing all use of the Platform and/or the Services, and deleting data collected from the Platform (the "A.I Conversation Systems Data") in User's possession or control. 

    2. A.I Conversation Systems may terminate User's access to the Platform and/or the Services immediately if User does not comply with the Terms, is engaged in any activity that may expose A.I Conversation Systems to risk or liability of any kind, or if A.I Conversation Systems otherwise objects to User's use of the Platform, at A.I Conversation Systems's sole discretion. User agrees that A.I Conversation Systems shall not be liable to User or any third party for any costs, liabilities, losses, expenses, or damages that may result from termination of this TOU or User's access to the Platform and/or the Services.

    3. User agrees that A.I Conversation Systems shall not be liable to User or any third party for any access, use, modification, suspension or discontinuance of the Platform and/or the Services, or any portion thereof.

    4. Upon any expiration or termination of this TOU, User will promptly cease using the Platform and the Services, and any A.I Conversation Systems Data.

  2. Confidentiality. 

All data to which User has gained access to or will gain access to (including but not limited to A.I Conversation Systems Data) or will be disclosed by A.I Conversation Systems, either directly or indirectly, in writing, orally, by any kind of media, or by inspection of tangible objects, is the “Confidential Information” of A.I Conversation Systems and proprietary to A.I Conversation Systems, unless User can demonstrate that such data: (a) was already known to User, other than under an obligation of confidentiality, at the time of disclosure; (b) was generally available in the public domain at the time of disclosure to User; (c) became generally available in the public domain after disclosure other than through User's act or omission; (d) was subsequently lawfully disclosed to User by a third party without any obligation of confidentiality; or (e) was independently developed by User without use of or reference to any information or materials disclosed by A.I Conversation Systems, as can be proved by User. User may use this Confidential Information only as expressly permitted hereunder and User may not share Confidential Information with any third party other than as required by a court, a regulator or otherwise under applicable laws.

  1. Audit.

A.I Conversation Systems shall have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit User’s systems and records to confirm User’s compliance with the Terms. 

  1. Privacy and Data Security.

    1. User will at all times comply and ensure that User, its employees, agents and service providers comply with all applicable local, state, provincial, national or international laws or regulations, and policies of regulatory bodies or agencies, including but not limited to: (i) the European Union General Data Protection Regulation (Regulation 2016/679); (ii) the ePrivacy Directive (Directive 2002/58/EC) or any local or European law implementing or replacing the same; (iii) the California Consumer Privacy Act of 2018; or any regulations implemented pursuant thereto.

    2. User represents and warrants that with respect to Personal Data transferred to A.I Conversation Systems (and only to the extent such  Personal Data is transferred to A.I Conversation Systems) (i) it shall be considered a Controller (as defined in the GDPR) of such Personal Data; (ii) it has and shall maintain throughout the term all necessary rights and consents required under applicable law to provide Personal Data to A.I Conversation Systems; (iii) to the extent the basis of the collection of data is consent, it shall ensure that a record of such consents is maintained, as required under applicable law. The parties shall enter into the Data Processing TOU attached hereto as Exhibit D.

  2. Disclaimer of Warranties. 

THE PLATFORM AND/OR THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND A.I Conversation Systems EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, TO THE EXTENT ALLOWED BY APPLICABLE LAW. USER’S USE OF THE PLATFORM AND/OR THE SERVICES IS AT THE USER’S SOLE DISCRETION AND RISK, AND THE USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE THAT MAY ARISE FROM SUCH USE. A.I Conversation Systems MAKES NO WARRANTY OR GUARANTEE THAT USER’S USE WILL BE UNINTERRUPTED, TIMELY OR ERRORS FREE, OR THAT ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. 

  1. Indemnity. 

    1. By User. The User agrees to defend, indemnify and hold harmless A.I Conversation Systems, its affiliates and each of their respective officers, directors, employees, agents from and against any and all claims, suits, losses, damages (actual or consequential), liabilities, costs, fees and expenses (including reasonable attorneys’ fees) arising out of or related to (i) third party claim with respect to the User’s use of the Platform, and/or the Services infringe the intellectual property or other rights of a third party; and/or (ii) User's acts or omissions under the Terms; (iii) User's breach of any representation, warranty, obligation or covenant under the Terms; (iv) User's gross negligence or willful misconduct; and/or (v) User's access to or use of the Platform and/or the Services.

    2. By A.I Conversation Systems. Subject to the Indemnification Conditions set forth below, A.I Conversation Systems hereby agrees to defend and indemnify User against any damages awarded against User by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that User’s use of the Platform and/or the Services within the scope of this TOU infringes any intellectual property rights of a third party. However, A.I Conversation Systems shall have no obligations or liability hereunder to the extent that the alleged infringement is based on the User's data. Without derogating from the foregoing defense and indemnification obligation, if A.I Conversation Systems believes that the Platform and/or the Services, or any part thereof, may be infringing, then A.I Conversation Systems may at its sole discretion: (i) obtain (at no additional cost to User) the right to continue to use the Platform and/or the Services; (ii) replace or modify the allegedly infringing part of the Platform and/or the Services, so that it becomes non-infringing while giving substantially equivalent performance; or (iii) terminate this TOU immediately. It shall be clarified that this Section 16.2 states A.I Conversation Systems's entire liability and User's exclusive remedy for any claims of infringement.

    3. Indemnification Conditions. The defense and indemnification obligations of A.I Conversation Systems under this section are subject to: (i) A.I Conversation Systems being given prompt written notice of the claim; (ii) A.I Conversation Systems being given immediate and complete control over the defense and/or settlement of the claim; and (iii) User providing cooperation and assistance, at A.I Conversation Systems’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices A.I Conversation Systems's defense of or response to such claim; except if there is any conflict of interest between the parties or A.I Conversation Systems has failed to defend such claims, in such event the User shall have the right to appoint its own legal counsel, at the User’s expense.

  2. Limitation of Liability. 

A.I Conversation Systems SHALL HAVE NO LIABILITY WITH RESPECT TO THE TERMS, THE PLATFORM, THE SERVICES, OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSSES OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING IN ANY WAY FROM THE TERMS, THE PLATFORM, THE SERVICES, EVEN IF A.I Conversation Systems HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT DEROGATING FROM THE ABOVE, A.I Conversation Systems’S LIABILITY TO USER OR TO ANY THIRD PARTY, IN CONNECTION WITH THE TERMS, FOR ANY REASON, WILL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED FROM USER IN THE MONTH PRECEEDING THE CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

  1. Notice and Takedown Policy.

    1. A.I. Conversation Systems will respond to notices of alleged copyright infringement that comply with applicable law. If User believes any materials accessible on the Platform and/or Services infringe User's copyright, User may request removal of those materials (or access to them) from the Platform and/or Services by submitting written notification to A.I Conversation Systems's copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must substantially include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that User claims has been infringed; (iii) a description of the material that User claims to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information sufficient to permit A.I Conversation Systems to locate the material (including URL address or screen capture of such infringing activity); (iv) information so that A.I Conversation Systems can contact User, such as address, telephone  number and e-mail address; (v) a statement that User believes in good faith that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate and, under penalty of perjury, User is the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. 

    2. A.I Conversation Systems can be reached at: coco@a-i.com.

    3. If User fails to comply with all of the requirements of Section 512(c)(3) of the DMCA, User's DMCA Notice may not be effective.

    4. If User believes that material User posted on the Platform and/or the Services was removed or access to it was disabled by mistake or misidentification, User may file a counter-notification with A.I Conversation Systems (a “Counter-Notice”) by submitting written notification to A.I Conversation Systems’s copyright agent designated above. Pursuant to the DMCA, the Counter-Notice must include substantially the following: (i) full name, address, phone number and physical or electronic signature; (ii) identification of the material and its location before removal; (iii) a statement under penalty of perjury that the material was removed by mistake or misidentification; (iv consent to an appropriate judicial body; and (v) any other information required under the relevant applicable law. A.I Conversation Systems reserves the right to notify the person or entity providing the infringement notice of such counter-notice and provide any details included therein. In accordance with the DMCA, A.I Conversation Systems may restore the removed content if the party filing the original DMCA Notice does not file a court action against User within ten business days of receiving the copy of User's Counter-Notice.

    5. ​User should be aware that if User knowingly misrepresents that certain material or activity on the Platform and/or Services was removed or disabled by mistake or misidentification, User may be held liable for damages (including costs and reasonable attorneys’ fees) under Section 512(f) of the DMCA. A.I Conversation Systems may disable and/or terminate the accounts of Users who are infringers hereunder.

  2. Miscellaneous. 

    1. Entire Agreement. This TOU constitutes the entire agreement between A.I Conversation Systems and User and supersedes any prior oral or written TOUs relating to the subject matter hereof between A.I Conversation Systems and the User. 

    2. Assignment. This TOU and the rights and obligations hereunder may not be assigned or delegated by User without the prior written consent of A.I Conversation Systems, which may be withheld at the sole discretion of A.I Conversation Systems. 

    3. Relationship of the Parties. Nothing herein will be construed to create a partnership, joint venture or any type of agency relationship between User and A.I Conversation Systems.  

    4. Governing Law; Jurisdiction. This TOU will be governed by and construed according to the laws of the State of California, without reference to its conflict of laws provisions. The parties agree to submit to the personal and exclusive jurisdiction of the courts in San Francisco, California.

    5. Waiver. The failure of A.I Conversation Systems to exercise or enforce any right or provision of this TOU will not constitute a waiver of such right or provision. 

    6. Severability. If any provision of this TOU is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be removed from this TOU and the remaining provisions will remain in full force and effect. 

    7. Publicity. Unless otherwise expressly approved by A.I Conversation Systems in advance and in writing, the User may not make any statement, press release or other public communication regarding this TOU or the use of the Platform.

    8. Non-Exclusivity. Nothing in the Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to the Terms. The Terms shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under the Terms by doing so, including any confidentiality obligations.

    9. Injunctive Relief. The User acknowledges that User’s breach of the TOU may cause A.I Conversation Systems irreparable harm. Thus, the User agrees that, in addition to any other rights or remedies available under applicable law, A.I Conversation Systems shall have the right to immediate injunctive relief in the event of any such breach. 

 

 

Exhibit A

 

Services

N/A

 

Exhibit B

 

Support

 

N/A

 

Exhibit C

 

The Service Fees; Payment Terms - N/A

 

 

Exhibit D

 

Data Processing Agreement