These Terms of Service govern your use of Elvity's AI Data Onboarding platform. By accessing or using our service, you agree to be bound by these terms.
Customer and Elvity agree to the terms of these Terms of Service ("Terms of Service") and enter into this Agreement effective upon the earlier to occur of Customer's first access to the Service or entry into an Order ("Effective Date"). If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Service, Customer indicates its acceptance of this Agreement.
In the event of a conflict between the elements of the terms and conditions making up this Agreement, the order of precedence is: (i) any Order and (ii) these Terms of Service.
Subject to this Agreement, Customer may use the Service for its own business purposes in accordance with its Subscription. This includes the right to copy and use the Elvity Software (if any) and Documentation as part of Customer's Permitted Use.
Customer may permit Users to use the Service on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users' actions through the Service and for their compliance with this Agreement. Customer will ensure that Users keep their login credentials confidential and will promptly notify Elvity upon learning of any compromise of User accounts or credentials.
Customer may submit Customer Data (including in the form of prompts or queries) to the deterministic AI features of the Service and receive outputs from the AI Features. Elvity may not use Inputs or Outputs to train or otherwise improve AI Features, except solely for the benefit of Customer. Outputs are deemed to be Customer Data. Due to the nature of artificial intelligence and machine learning, information generated by AI Features may be incorrect or inaccurate. Service features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.
Subject to this Agreement, Elvity will access and use Customer Data solely to provide and maintain the Service, Support and Professional Services under this Agreement. Elvity will not otherwise disclose Customer Data to third parties except as permitted in this Agreement.
Elvity may collect Usage Data and use it to operate, improve and support the Service and for other lawful business purposes, including benchmarking and reports. Elvity will not disclose Usage Data externally unless it is de-identified and aggregated with data across other customers.
Elvity's handling of personal data included in Customer Data is governed by Elvity's Privacy Policy or the Data Protection Addendum (DPA), if any.
Each party represents and warrants that:
Elvity warrants that the Service will perform materially as described in the Documentation and Elvity will not materially decrease the overall functionality of the Service during the Subscription Term. Customer must report a breach of warranty within 30 days after discovering the issue. Elvity will use reasonable efforts to correct or provide a workaround within 90 days.
Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement.
Customer will comply with any Acceptable Use Policy (AUP) and represents and warrants that it has all rights necessary to use Customer Data with the Service.
Customer will not and will not permit anyone else to:
Customer will pay the fees described in the Order. Elvity may update Service pricing by giving at least 30 days notice to Customer, and the change will apply in the next Subscription Term.
Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign, other than Elvity's income tax.
Elvity may suspend Customer's access to the Service due to a Suspension Event, including accounts 30 or more days overdue, breach of Usage Rules, or use that risks material harm to the Service or others.
Each Subscription Term will last for an initial 12-month period unless the Order states otherwise.
Either party may terminate this Agreement (including all Subscriptions) if the other party fails to cure a material breach within 30 days after notice, ceases operation without a successor, or seeks protection under a bankruptcy proceeding.
Neither party grants the other any rights or licenses not expressly set out in this Agreement. As between the parties, Customer retains all intellectual property and other rights in Customer Data and Customer Materials. Elvity and its licensors retain all intellectual property and other rights in the Service.
If Customer gives Elvity feedback regarding improvement or operation of the Service, Elvity may use the feedback without restriction or obligation.
Each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than amounts paid to Elvity in the 12 months preceding the event giving rise to liability.
Under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.
Elvity, at its own cost, will defend Customer from and against any Elvity-Covered Claims (third-party claims that the Service, when used as authorized, infringes or misappropriates a third party's intellectual property rights) and will indemnify and hold harmless Customer from resulting damages or costs.
Customer, at its own cost, will defend Elvity from and against any Customer-Covered Claims arising from Customer's breach of Compliance or High-Risk Activities sections.
As recipient, each party will use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, not disclose Confidential Information to third parties without prior approval, and protect Confidential Information using at least the same precautions it uses for its own similar information.
This Agreement is governed by the laws of the State of California without regard to conflict of law principles.
This Agreement is the entire agreement between the parties relating to the Service and supersedes all prior agreements, representations or discussions.
For questions about these Terms of Service, contact us at: legal@elvity.ai