These Terms of Service (collectively with any attachments, addenda, or exhibits referenced herein and any Order Forms (as defined below) that reference these Terms of Service, this "Agreement") govern Customer's access to and use of the Service, including any access or use pursuant to an Order Form or through any online, click-through, or other acceptance process made available by Public AI. By executing an Order Form, clicking to accept these Terms of Service, or accessing or using the Service, Customer agrees to be bound by this Agreement. This Agreement is effective as of the Effective Date.
For purposes of this Agreement:
"Affiliate" means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, a Party, in each case for so long as such ownership or control exists. As used herein, "control" means the power to direct, directly or indirectly, the management or affairs of an entity, and "ownership" means the beneficial ownership of more than 50% of the voting equity securities or other equivalent voting interests of an entity.
"Aggregated/De-Identified Data" means data derived from use of the Service that does not identify Customer, Users, or any individual and cannot reasonably be used to reconstruct Customer Data or Customer Output.
"Confidential Information" means (i) in the case of Public AI, Public AI Technology (including any information relating thereto); (ii) in the case of Customer, Customer Data and Customer Output; and (iii) any other information which by the nature of the information disclosed or the manner of its disclosure would be understood by a reasonable person to be confidential, in each case, in any form (including without limitation electronic or oral) and whether furnished before, on, or after the Effective Date; provided, however, that Confidential Information shall not include any information that (1) is or becomes part of the public domain through no act or omission of the Receiving Party or its Authorized Representatives; (2) is known to the Receiving Party at the earlier of the Effective Date or the time of disclosure by the Disclosing Party (as evidenced by written records) without an obligation to keep it confidential; (3) was rightfully disclosed to the Receiving Party prior to the Effective Date from another source without any breach of confidentiality by the third party discloser and without restriction on disclosure or use; or (4) the Receiving Party can document by written evidence that such information was independently developed without any use of or reference to Confidential Information.
"Customer" means the person or entity that accesses or uses the Service, clicks to accept this Agreement, or is identified as the customer on an Order Form, and is a Party to this Agreement.
"Customer Data" means any data, information, materials, files, or other content submitted by or on behalf of Customer or Users to the Service. Customer Data also includes visitor-identifying data (including names, email addresses, questions, and related interaction data) collected through an Order Form-authorized public-facing deployment of the Service in connection with Customer's customer relationship management functionality, notwithstanding that such data may be submitted by Site Visitors rather than Customer or Users directly. Public AI does not claim ownership of Customer Data.
"Customer Output" means reports, responses, analyses, summaries, recommendations, or other outputs generated by the Service specifically for Customer from Customer's authorized use of the Service.
"Customer Public Content" means Customer Data, documents, disclosures, filings, presentations, investor relations materials, or other content that Customer submits, designates, configures, or authorizes for display through public-facing portions of the Service pursuant to an applicable Order Form.
"Data Connection Software" means Public AI software provided for installation locally for Customer to connect Customer Data to the Service.
"Documentation" means any technical documentation for the Service made available in connection with the Service, updated from time to time at Public AI's sole discretion.
"Effective Date" means the earliest of: (a) the effective date of the first Order Form between the Parties; (b) the date Customer clicks to accept this Agreement; or (c) the date Customer first accesses or uses the Service.
"Intellectual Property Rights" means all rights, title, and interest in and to any trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, rights of publicity, and any similar rights, including any applications, continuations, or registrations with respect to the foregoing, under the laws or regulations of any governmental, regulatory, or judicial authority.
"Order Form" means an ordering document specifying the Service and/or Professional Services (if applicable) to be provided hereunder that is entered into between Public AI and Customer, including any attachments, addenda, or exhibits thereto.
"Party" means either Public AI or Customer, and "Parties" means Public AI and Customer, collectively.
"Pre-Approval Use Cases" means use of the Public AI Technology for: (a) use of non-public government data; (b) law enforcement or investigative workflows; (c) immigration enforcement, monitoring, or surveillance workflows; (d) mobility data collection, monitoring, or tracking; (e) video, CCTV, facial recognition, or biometric analysis workflows; (f) workflows that promote, facilitate, or operate tobacco, controlled substances, illicit drug, gambling, or other regulated vice-industry activities, other than a Customer's ordinary investor relations, governance, stakeholder, or public-company communications use of the Service solely because such Customer operates in a regulated industry; (g) individualized employee surveillance, productivity scoring, disciplinary monitoring, or employment decision-making regarding employees or job applicants, other than (1) board or director research, governance analysis, or public-filings-based research or analysis made available as part of the Service, and (2) ordinary enterprise financial planning, workforce cost, headcount, organizational, compensation-budgeting, or similar non-disciplinary business analysis made available as part of the Service, in each case unless used to make individualized employment decisions regarding employees or job applicants; (h) biometric identity verification; or (i) bulk social media collection, profiling, scraping, monitoring, or sentiment analysis.
"Prohibited Use Cases" means use of the Public AI Technology for: (a) targeted political persuasion, voter suppression, voter intimidation, or manipulation of democratic processes; (b) offensive cyber operations; (c) predictive policing; (d) unlawful surveillance; (e) influencing, discouraging, or interfering with union organizing or other legally protected labor activity; (f) predatory targeting of vulnerable individuals or groups; (g) clinical judgment, clinical decision support, diagnosis, treatment, medical advice, therapeutic purposes, or use as a medical device or accessory; or (h) any other use expressly prohibited in an applicable Order Form.
"Public AI" means Public AI LLC, a Delaware limited liability company, except if a subsidiary thereof is specified on the Order Form as the contracting entity, in which case "Public AI" means that subsidiary.
"Public AI Technology" means the Service, Documentation, Data Connection Software, Sample Materials, software, models, algorithms, prompts, workflows, ontology structures, templates, connectors, configurations, methods, know-how, and application programming interfaces (APIs), provided or made available to Customer as a service in connection with this Agreement, and any improvements, modifications, derivative works, patches, upgrades, and updates thereto.
"Public Information" means public filings, public company information, financial data, market information, news, web content, government records, and other publicly available or third-party-sourced information used, referenced, processed, or made available by or through the Service.
"Sample Materials" means any technology and materials provided or made available by Public AI to Customer for use with the Service, including sample code, software libraries, command line tools, data integration code, templates, and configuration files.
"Service" means Public AI's service offering(s) set forth in an Order Form.
"Site Visitors" means individuals who access or interact with a public-facing deployment of the Service through Customer's website, investor relations page, or other Customer-controlled public-facing property, without themselves being Users.
"Taxes" means any applicable sales, use, transaction, value added, goods and services tax, withholding tax, excise or similar taxes, and any foreign, provincial, federal, state or local fees or charges (including but not limited to environmental or similar fees), duties, costs of compliance with export and import controls and regulations, and other governmental assessments, including any penalties and interest with respect thereto, imposed on, with respect to, or otherwise associated with any transaction hereunder.
"Third Party Content" means any third-party data, content, services, or applications that interoperate with, are accessed through, or are made available in connection with the Service.
"Third Party Services" means third party services that Public AI may utilize in the provision of the Service as set forth in the Documentation (or as otherwise agreed by the Parties).
"Usage Data" means telemetry, logs, analytics, statistics, diagnostic data, performance data, security data, and other information relating to the use, operation, performance, or security of the Service, which does not include Customer Data.
2.1 Service Access. Public AI shall make available the Service to Customer during the applicable Order Term (as defined below) solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement and the Documentation for Customer's internal business purposes, or as otherwise set forth in an Order Form. If Customer is provided access to the Service without an Order Form or without payment of fees, such access is provided for evaluation purposes only, may be suspended or terminated by Public AI at any time, and is subject to this Agreement. To the extent expressly authorized in an applicable Order Form, Customer may deploy the Service, or make portions of the Service available, on Customer's public-facing websites, investor relations pages, or other Customer-controlled public-facing properties, and Site Visitors may access and interact with such public-facing deployment solely as part of, and to the extent of, the deployment so authorized. Use of the Service by Site Visitors under this Section does not expand Customer's rights beyond the public-facing deployment expressly authorized in the applicable Order Form.
2.2 Data Connection Software License. If applicable for use of the Service, Public AI grants to Customer during the applicable Order Term a non-exclusive, nontransferable, non-sublicenseable, limited license to use the Data Connection Software for the sole purposes of using and connecting to the Service. Customer will reasonably cooperate with Public AI as necessary to install, configure, maintain, support, or troubleshoot the Data Connection Software.
2.3 Sample Materials License. Public AI may make available the Sample Materials for use by Customer during the Order Term. If applicable, Public AI grants to Customer during the applicable Order Term a non-exclusive, nontransferable, non-sublicenseable, limited license to copy, modify, and use the Sample Materials solely to the extent necessary for Customer's use of the Service.
2.4 Usage Data. Public AI may collect and use Usage Data (a) to provide and secure the Service for the benefit of Customer and (b) to analyze, maintain, support, and improve the Service.
2.5 Security. Public AI will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction. Upon written request no more than once per calendar year, Public AI will make available its then-current security documentation, if any, subject to the confidentiality obligations of this Agreement. Customer acknowledges that such documentation constitutes Public AI's Confidential Information.
2.6 Support. During the applicable Order Term, Public AI will provide support for the Service as specified in the applicable Order Form. Unless expressly stated in an applicable Order Form, Public AI does not commit to any specific service levels, response times, resolution times, uptime commitments, or support availability. Any supplemental software code or related materials that Public AI provides to Customer as part of any support are part of the Public AI Technology and are subject to the terms and conditions of this Agreement.
2.7 Professional Services. Public AI shall provide Customer with implementation, enablement, integration, configuration, or training with respect to Customer's use of the Service solely as specified in an Order Form and subject to any fees thereunder ("Professional Services"). If the Order Form specifies no Professional Services, Public AI may, at its sole discretion (without an obligation to do so absent a separate agreement providing otherwise), provide Customer Professional Services. The performance of any Professional Services shall not affect ownership of the Public AI Technology and other materials provided by Public AI under this Agreement. Unless expressly stated otherwise in an applicable Order Form, Public AI owns all right, title, and interest in and to any configurations, workflows, prompts, templates, ontology structures, connectors, scripts, methods, know-how, improvements, or other materials created, developed, configured, or provided by Public AI in connection with Professional Services, excluding Customer Data.
2.8 Public Information and Third Party Content. Public AI may make available, reference, process, summarize, or generate Customer Output based on Public Information and Third Party Content. Public AI does not control Public Information or Third Party Content and makes no representations or warranties regarding their accuracy, completeness, availability, timeliness, continued availability, or Customer's right to use them for any particular purpose. Customer is responsible for determining whether its use of any Public Information, Third Party Content, or Customer Output complies with applicable law and applicable third-party terms.
2.9 Beta and Preview Features. Public AI may make beta, preview, experimental, or evaluation features available from time to time. Such features are provided as-is, may be modified or discontinued at any time without notice, and are excluded from service level commitments, support commitments, warranties, and indemnification obligations under this Agreement unless expressly stated otherwise in an applicable Order Form.
3.1 Accounts. Customer may provision accounts to access the Service ("Accounts") for its (a) employees, (b) contractors, or (c) other users (including its Affiliates' employees or contractors) specified in an Order Form for the purposes authorized hereunder (collectively, "Users"). Customer shall be responsible and/or liable for (i) administering Accounts; (ii) using industry standard security measures to protect Accounts (including without limitation using multi-factor authentication); (iii) any activity on Accounts and the monitoring of such activity on Accounts (only to the extent that such monitoring does not violate any other term of this Agreement or applicable law); and (iv) any breach or violation of this Agreement by any Users. Customer shall immediately de-activate any Account upon becoming aware of the compromise or unauthorized use thereof (and in such case promptly notify Public AI of such compromise or unauthorized use), or upon Public AI's reasonable request. If Public AI directly provisions Accounts on Customer's behalf, Customer will be responsible for providing timely instructions regarding Account creation, modification, and deactivation.
3.2 Data Protection. To the extent Public AI processes personal data on behalf of Customer, including visitor-identifying data collected through an Order Form-authorized public-facing deployment of the Service, Public AI will (a) process such personal data solely to provide, maintain, secure, support, troubleshoot, and improve the Service for Customer, and as otherwise permitted under this Agreement; (b) maintain safeguards consistent with Section 2.5; and (c) make available a data processing addendum or equivalent terms if required by applicable law or reasonably requested by Customer, which will become part of this Agreement once executed or otherwise agreed by the Parties. Public AI may use Usage Data and Aggregated/De-Identified Data, including Aggregated/De-Identified Data derived from Customer Data or Site Visitor interactions, for analytics, security, support, improvement, benchmarking, and product development, provided such data does not identify Customer, Users, or individual Site Visitors. Customer shall be solely responsible for the accuracy, content, and legality of Customer Data and shall ensure that any submission of Customer Data to the Service complies with applicable laws and regulations, including data localization requirements. Customer is solely responsible for providing all notices, obtaining all consents, and satisfying all other legal requirements applicable to Customer's collection of personal data from Site Visitors and other individuals in connection with Customer's public-facing deployment of the Service, unless otherwise expressly agreed in an Order Form.
4.1 Applicable Laws. Customer's access and use of the Service will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which Customer is located, in which any natural person who can be identified directly or indirectly by reference to Customer Data is located, or in which Customer Data is stored, and it is solely Customer's responsibility to ensure such compliance.
4.2 Export Controls. The Public AI Technology and Professional Services may be subject to U.S. and other applicable export control and economic sanctions laws and regulations, including the U.S. Export Administration Regulations administered by the Department of Commerce's Bureau of Industry and Security and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (collectively, "Trade Compliance Laws"). Customer may not use the Public AI Technology in violation of, or take any action that causes Public AI to violate, applicable Trade Compliance Laws. Customer represents that it is not listed on any U.S. government restricted party list and is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists, and will promptly notify Public AI if that changes. Unless expressly approved in an applicable Order Form, Customer may not use the Service to process International Traffic in Arms Regulations (ITAR)-controlled data, classified information, controlled unclassified information, or data subject to sanctions-related restrictions.
4.3 Use of PII and/or PHI. If Customer is permitted under an applicable Order Form or by Public AI's prior written approval to submit or use personally identifiable information, personal data, protected health information, or other regulated or sensitive data, each as defined under applicable law, in connection with the Service, Customer will follow all relevant guidance and best practices for protecting sensitive data made available by Public AI to Customer from time to time. For the avoidance of doubt, this Section does not independently authorize Customer to submit or use any such data except to the extent expressly permitted in an applicable Order Form or approved by Public AI in writing.
4.4 Use Case Restrictions. Customer agrees it (i) will not use the Public AI Technology for any Prohibited Use Case, and (ii) must obtain Public AI's prior written approval to use or permit any of Customer's Users to use the Public AI Technology for any Pre-Approval Use Case.
4.5 Compliance Information. Upon reasonable request, Customer will provide information reasonably necessary for Public AI to assess Customer's compliance with this Section 4. Public AI's primary remedy for suspected non-compliance is suspension of access pursuant to Section 8.4.
5.1 Customer Data Ownership. As between the Parties, Customer owns all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data. Public AI does not claim ownership of Customer Data. Subject to this Agreement, Customer grants to Public AI a non-exclusive, worldwide, royalty-free right and license during the Term (as defined below) to use, host, copy, process, transmit, and display Customer Data as necessary to provide, maintain, secure, support, troubleshoot, and improve the Service for Customer, generate Customer Output, provide Professional Services, comply with applicable law, exercise or defend its legal rights, and, to the extent authorized in an applicable Order Form, host, display, and make available Customer Public Content and related Customer Data to Site Visitors as part of an authorized public-facing deployment of the Service.
5.2 Customer Output. Subject to this Agreement and the applicable Order Form, Public AI grants Customer a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, display, and create derivative works of Customer Output for Customer's internal business purposes and ordinary-course business activities, including sharing Customer Output with Customer's Affiliates, directors, officers, employees, contractors, professional advisors, auditors, financing sources, investors, regulators, and other third parties with whom Customer has a legitimate business purpose to share such Customer Output, in each case subject to Customer's responsibility for such use and disclosure. Public AI does not claim ownership of Customer Output as between the Parties, but Customer acknowledges that Customer Output may be generated using Public AI Technology, Public Information, Third Party Content, and other materials owned by or licensed to Public AI, and that Customer does not acquire ownership of or rights in Public AI Technology, Public Information, Third Party Content, underlying models, prompts, workflows, templates, ontology frameworks, generalized learnings, or platform improvements through its use of the Service or receipt of Customer Output. For the avoidance of doubt, Customer Output does not include, and Customer's rights in Customer Output do not restrict Public AI's use of, Public Information, Third Party Content, Public AI Technology, Usage Data, Aggregated/De-Identified Data, or generalized learnings that do not disclose Customer Data or Customer-specific Confidential Information.
Customer Public Content. To the extent Customer submits, designates, configures, or authorizes Customer Public Content for display through public-facing portions of the Service pursuant to an applicable Order Form, Customer Public Content remains Customer Data (or other Customer-provided material) as between the Parties, and Public AI may host, copy, process, reproduce, display, distribute, and otherwise make Customer Public Content available as necessary to provide the authorized public-facing deployment. Notwithstanding Section 6 or the definition of Confidential Information, Customer Public Content is not Customer's Confidential Information to the extent it is publicly displayed or made public as authorized by Customer.
Public-Facing Customer Output. To the extent an Order Form authorizes a public-facing deployment, Public AI may display and make available Customer Output generated through such deployment to Customer and to Site Visitors as part of the authorized public-facing widget, interface, or deployment. Display of Customer Output to Site Visitors under this Section does not transfer any ownership interest in Public AI Technology, underlying models, prompts, workflows, ontology frameworks, generalized learnings, or platform improvements, which remain owned by Public AI under Section 5.3. Notwithstanding Section 6 or the definition of Confidential Information, Customer Output generated through an authorized public-facing deployment is not Customer's Confidential Information to the extent publicly displayed or made public through such authorized deployment.
Customer remains solely responsible for ensuring that Customer Public Content and any Customer Output generated through an authorized public-facing deployment do not include material non-public information or other information Customer is not authorized to disclose publicly.
5.3 Public AI Technology Ownership. As between the Parties, Public AI owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Public AI Technology, and any other related documentation or materials provided by Public AI, and any derivative works, modifications, or improvements of any of the foregoing (including without limitation all Intellectual Property Rights embodied in any of the foregoing). Except for the express rights granted herein, Public AI does not grant any other licenses or access, whether express or implied, or any ownership rights, to any Public AI Technology, software, services, or Intellectual Property Rights.
5.4 Usage Data and Aggregated Data. As between the Parties, Public AI owns all Usage Data and Aggregated/De-Identified Data, and may use Usage Data and Aggregated/De-Identified Data to operate, secure, analyze, maintain, support, improve, and develop the Service generally.
5.5 Model Training Restriction. Public AI will not use Customer Data to train or fine-tune its generalized AI models without Customer's express prior written consent. For the avoidance of doubt, nothing in this Section restricts Public AI's right to: (a) use Customer Data to provide, maintain, secure, support, troubleshoot, and improve the Service for Customer; (b) use Usage Data or Aggregated/De-Identified Data to operate, improve, and develop the Service generally; or (c) use Customer Data as necessary to detect, prevent, or address security incidents, fraud, or violations of this Agreement.
5.6 Feedback. Customer further grants to Public AI a worldwide, perpetual, irrevocable, royalty-free right and license to use, distribute, disclose, and incorporate into the Public AI Technology any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or Users relating to the Public AI Technology.
5.7 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service; (b) interfere with or disrupt the integrity or performance of the Service; (c) access or attempt to gain access to another customer's data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Public AI Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Public AI); (g) provide, lease, lend, resell, sublicense, make available, or otherwise use or allow others to use the Service for the benefit of any third party, including as part of any outsourcing, managed service, service bureau, time-sharing, white-label, or similar arrangement (provided that this clause (g) does not restrict Customer's use of the Service through a public-facing deployment expressly authorized in an applicable Order Form, including access and interaction by Site Visitors as contemplated by Section 2.1, which is not deemed to make the Service available for the benefit of a third party); (h) use the Service for any purpose not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Public AI Technology, except for the Sample Materials to the extent necessary for Customer's use of the Service; (j) copy any Public AI Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for the Sample Materials to the extent necessary for Customer's use of the Service; (k) include any portion of any Public AI Technology in any other service, equipment, or item; (l) perform penetration tests on the Service unless authorized by Public AI; (m) use, access, evaluate, or view the Public AI Technology for the purpose of designing, modifying, improving, informing, or otherwise creating any service, environment, software, models, algorithms, products, program, or infrastructure or any portion thereof, which competes with or performs functions similar to the functions of the Public AI Technology or any product or service offered by Public AI now or in the future; (n) remove, obscure, or alter, or otherwise violate the terms of, any copyright notice, trademarks, logos, trade names, and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Public AI Technology and any associated media; (o) use the Public AI Technology to engage in or advance any fraud or misrepresentation; or (p) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications.
Each Party (the "Receiving Party") shall keep strictly confidential all Confidential Information of the other Party (the "Disclosing Party"), shall not use such Confidential Information except for the purposes of this Agreement, and shall not disclose such Confidential Information to any third party other than disclosure on a need-to-know basis to the Receiving Party's directors, employees, agents, attorneys, accountants, subcontractors, or other representatives who are each subject to obligations of confidentiality at least as restrictive as those herein ("Authorized Representatives"). The Receiving Party shall use at least the same degree of care as it uses to prevent disclosure of its own confidential information, but in no event less than reasonable care. The Receiving Party may, without violating the obligations of this Agreement, disclose Confidential Information to the extent required by a valid court or government order, provided that the Receiving Party: (a) to the extent legally permitted, provides the Disclosing Party with reasonable prior written notice of such disclosure; and (b) uses reasonable efforts to limit disclosure and to obtain, or to assist the Disclosing Party in obtaining, confidential treatment or a protective order preventing or limiting the disclosure, while allowing the Disclosing Party to participate in the proceeding. The Receiving Party shall be responsible for any breach of this Section by its Authorized Representatives. The Receiving Party's obligations with respect to Confidential Information shall survive termination of this Agreement for five (5) years, provided that the Receiving Party's obligations hereunder shall survive termination and continue in perpetuity, or as long as permitted by applicable law, with respect to any Confidential Information that is a trade secret under applicable law.
The Service is deemed delivered upon the provision of access to Customer or for Customer's benefit. Fees payable under this Agreement may include subscription fees, usage-based fees, implementation fees, infrastructure charges, pass-through costs, or other fees as set forth in an applicable Order Form. If there are fixed fees set forth in an Order Form, such fees will be invoiced and payable on an upfront basis, or as otherwise set forth in the Order Form. Any usage-based fees set forth in an Order Form, including if payable in excess of any applicable included usage specified in an Order Form, will be calculated in accordance with the usage rates set forth in the Order Form (as applicable) and invoiced and payable quarterly in arrears, or as otherwise set forth in an Order Form. All payments shall be made via wire or other electronic transfer to an account designated by Public AI in the currency set forth on the corresponding invoice, or any other payment method agreed upon by the Parties and as set forth on the corresponding invoice, within thirty (30) days after the date of issuance of Public AI's invoice. Any late payments shall be subject to a service charge equal to the lesser of 1% per month of the amount due or the maximum amount of interest allowed by applicable law. Unless otherwise stated in an Order Form, fees are exclusive of applicable Taxes. Customer shall be responsible for all Taxes arising under this Agreement (except taxes on or measured by the net income of Public AI) so that after payment of such Taxes, the amount Public AI receives is not less than the fees set forth in an Order Form. In the event a double taxation treaty applies, which provides a zero or reduced withholding tax rate, Customer agrees (a) not to withhold taxes in case of a zero withholding tax rate or (b) to withhold at the reduced tax rate in accordance with the double taxation treaty.
8.1 Term. Unless specified otherwise in the Order Form, this Agreement is effective as of the Effective Date and shall continue in effect for six (6) months from the date of expiration of the last to expire Order Form, or, if no Order Form has been executed, until Customer’s access to the Service is terminated as provided herein (the "Term"). The term of each Order Form shall continue for the duration set forth in the Order Form (the "Order Term"), unless otherwise terminated as provided herein.
8.2 Termination for Cause. Without limiting either Party's other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party, or (b) if the other Party seeks protection under any bankruptcy, receivership, or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.2(a), Public AI shall provide a pro-rated refund of any fees pre-paid for the Service after the effective date of termination.
8.3 Effect of Termination. Upon any termination or expiration of this Agreement, except as specifically set forth below, all of Customer's rights, access, and licenses granted to Public AI Technology shall immediately cease, and Customer shall promptly return or destroy all Data Connection Software, Sample Materials, Documentation, and all other Public AI Confidential Information and, upon written request, certify its compliance with the foregoing to Public AI in writing within ten (10) days of such request. Upon termination or expiration of this Agreement, if requested by Customer, Customer shall, subject to the terms of this Agreement, have access to the Service for thirty (30) days solely for the purpose of retrieving Customer Data. Following such retrieval period, Public AI will delete or render inaccessible all Customer Data, except that Public AI may retain: (a) Usage Data, Aggregated/De-Identified Data, and any materials that do not contain Customer Data; (b) Customer Data to the extent required by applicable law or regulation; and (c) Customer Data contained in security logs, audit logs, usage logs, related metadata, and backup systems, subject to the confidentiality obligations of this Agreement and deletion in accordance with Public AI's ordinary retention practices, provided that security logs, audit logs, usage logs, and related metadata described in clause (c) will be retained for no more than two (2) years following the last event logged, except to the extent a longer period is required by applicable law. No termination or expiration of this Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Sections 1, 4.1–4.4, and 5–14 shall survive any termination or expiration of this Agreement.
8.4 Suspension of Service. If Public AI reasonably determines or suspects that: (a) Customer's use of the Service violates applicable law (including but not limited to Trade Compliance Laws) or otherwise violates a material term of this Agreement, or (b) Customer's use of the Service poses a risk of material harm to Public AI or its other customers, Public AI reserves the right to disable or suspend Customer's access to all or any part of the Public AI Technology. Public AI will provide notice prior to suspension where reasonably practicable, and otherwise promptly thereafter.
9.1 Public AI Indemnification. Public AI shall defend Customer against any claim of infringement or violation of any Intellectual Property Rights asserted against Customer by a third party based upon Customer's authorized use of Public AI Technology in accordance with the terms of this Agreement and indemnify and hold harmless Customer from and against reasonable costs, attorneys' fees, and damages, if any, finally awarded against Customer pursuant to a non-appealable order by a tribunal of competent jurisdiction in such claim or settlement entered into by Public AI. If Customer's use of any of the Public AI Technology is, or in Public AI's opinion is likely to be, enjoined by a court of competent jurisdiction due to the type of infringement specified above, or if required by settlement approved by Public AI in writing, Public AI may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Public AI Technology; or (c) if Public AI reasonably determines that options (a) and (b) are commercially impracticable, terminate this Agreement and refund to Customer a pro-rated portion of the fees paid hereunder for the terminated Service that reflects the remaining portion of the Order Terms of any Order Forms in effect at the time of termination. The foregoing indemnification obligations of Public AI shall not apply: (i) if Public AI Technology is modified by or at the direction of Customer or Users, but only to the extent the alleged infringement would not have occurred but for such modification; (ii) if Public AI Technology is combined with non-Public AI products not authorized by Public AI, but only to the extent the alleged infringement would not have occurred but for such combination; (iii) to any unauthorized use of Public AI Technology, any use that is not consistent with the Documentation, any use that violates Section 4 (Acceptable Use), or use during any period of suspension (as set forth in Section 8.4); (iv) to any Customer Data; (v) to any non-Public AI products or services; (vi) to Customer Output or any decisions or actions taken in reliance on Customer Output; (vii) to Public Information or Third Party Content; or (viii) to Customer's use of the Service for any Prohibited Use Case or any Pre-Approval Use Case for which Customer has not obtained Public AI's prior written approval.
9.2 Customer Indemnification. Customer shall defend Public AI against any third party claim asserted against Public AI arising from or relating to (a) Customer's violation of applicable law, (b) Customer Data, (c) Customer's breach of Section 4 (Acceptable Use), (d) Customer's breach of Section 5.7 (Restrictions), or (e) any Customer-offered product or service (except if such claim is primarily attributable to the Service as offered by Public AI) and indemnify and hold harmless Public AI from and against related costs, attorneys' fees, and damages, if any, finally awarded against Public AI pursuant to a non-appealable order by a tribunal of competent jurisdiction in such claim or settlement entered into by Customer.
9.3 Indemnification Procedure. The obligations of the indemnifying Party shall be conditioned upon the indemnified Party providing the indemnifying Party with: (a) prompt written notice of any claim, suit, or demand of which it becomes aware, provided that failure to provide prompt notice will relieve the indemnifying Party of its obligations under this Section only to the extent the indemnifying Party is materially prejudiced by the delay; (b) the right to assume the exclusive defense and control of any matter that is subject to indemnification (provided that the indemnifying Party will not settle any claim unless it unconditionally releases the indemnified Party of all liability and does not admit fault or wrongdoing by the indemnified Party, unless the indemnified Party otherwise consents in writing); and (c) cooperation with any reasonable requests assisting the indemnifying Party's defense and settlement (at the indemnifying Party's expense). Section 9.1 sets forth Public AI's sole liability and obligation, and Customer's sole and exclusive remedy, with respect to any third-party claim alleging that Customer's authorized use of the Public AI Technology infringes or misappropriates Intellectual Property Rights.
10.1 Public AI Warranty. Public AI warrants that during the applicable Order Term, (a) the Service will be provided substantially in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner. In the event of a breach of an above warranty, Customer may give Public AI written notice of termination of this Agreement, which termination will be effective thirty (30) days after Public AI's receipt of the notice, unless Public AI is able to remedy the breach prior to the effective date of termination. This warranty shall not apply to the extent such breach is caused by Customer Data or misuse or unauthorized modification of the Service (including but not limited to Customer's violation of Section 4 (Acceptable Use)) or any Customer-selected hardware used in connection with the Service. In the event of termination of this Agreement pursuant to Customer's exercise of its right under this Section, Customer shall be entitled to receive from Public AI, as its sole and exclusive remedy, a pro-rated refund of any fees pre-paid for the Services after the effective date of termination.
10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETTABLE EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PUBLIC AI TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY OTHER WARRANTIES OF ANY KIND, AND PUBLIC AI AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PUBLIC AI TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, PUBLIC AI DOES NOT WARRANT THAT THE PUBLIC AI TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PUBLIC AI SHALL NOT BE RESPONSIBLE OR LIABLE FOR CUSTOMER'S RELIANCE ON ANY CUSTOMER OUTPUT, OR FOR ANY CUSTOMER OUTPUT TO THE EXTENT BASED ON CUSTOMER DATA, CUSTOMER INSTRUCTIONS, PUBLIC INFORMATION, THIRD PARTY CONTENT, OR THIRD PARTY SERVICES. PUBLIC AI IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, PUBLIC INFORMATION, OR THIRD PARTY CONTENT. PUBLIC AI DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PUBLIC AI IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
10.3 AI Outputs. Without limiting the foregoing, Customer acknowledges and agrees that: (a) Customer Output generated by the Service may be incomplete, inaccurate, outdated, biased, or unsuitable for a particular purpose; (b) Customer is responsible for independently reviewing, validating, and approving all Customer Output before relying on it for any purpose; (c) the Service and Customer Output do not constitute and may not be used as a substitute for legal, financial, investment, accounting, tax, regulatory, medical, or other professional advice; (d) Customer remains solely responsible for all decisions, disclosures, filings, communications, transactions, recommendations, or other actions taken based on use of the Service or any Customer Output; and (e) unless expressly stated otherwise in an applicable Order Form, the Service may not be used as the sole basis for any regulated, legally significant, investment, employment, medical, credit, housing, law enforcement, or other high-impact decision.
Customer warrants that (a) Customer has the right, authority, and all necessary consents, authorizations, approvals, and agreements required by applicable laws, policies, and third-party terms to submit Customer Data to the Service and to authorize Public AI to process Customer Data in accordance with this Agreement; (b) Customer has informed Public AI of any obligations applicable to Public AI's processing of Customer Data; (c) Customer will not direct the processing of Customer Data by Public AI in violation of any applicable laws or regulations (including localization requirements) or rights of third parties; (d) Customer will not submit to the Service any Customer Data that Customer does not have the right to submit; (e) Customer will not submit regulated, sensitive, or special-category data, including protected health information, biometric data, children's personal data, material non-public information, or government-classified or controlled data, except to the extent expressly permitted in an applicable Order Form or approved by Public AI in writing; (f) Customer will not use the Service for any Prohibited Use Case or any Pre-Approval Use Case without obtaining Public AI's prior written approval; and (g) Customer will not use the Service for any unauthorized or illegal purposes.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES (EXCEPT FOR PUBLIC AI'S OBLIGATIONS PURSUANT TO SECTION 9.1(a) HEREIN), OR COST OF REPLACEMENT OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PUBLIC AI TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
EXCEPT FOR (I) EITHER PARTY'S OBLIGATIONS ARISING FROM THE MISAPPROPRIATION OF THE OTHER PARTY'S TRADE SECRETS, (II) CUSTOMER'S BREACH OF SECTION 5.7 (RESTRICTIONS), (III) THE PARTIES' OBLIGATIONS SET FORTH IN SECTION 9 OF THIS AGREEMENT, AND (IV) CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO PUBLIC AI BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM; PROVIDED THAT, IF NO FEES ARE PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM, SUCH MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED TWENTY-FIVE THOUSAND DOLLARS (USD 25,000).
THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
Any dispute, controversy, or claim arising from or relating to this Agreement, including arbitrability, that cannot be resolved following good faith discussions between the Parties within sixty (60) days after notice thereof shall be finally settled by arbitration. The governing law shall be the substantive laws of the State of Delaware, without regard to conflicts of law provisions thereof, and arbitration shall be administered in Los Angeles, California, United States under the Comprehensive Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. ("JAMS") and the Federal Rules of Evidence (notwithstanding JAMS Rule 22(d) or any other JAMS Rule to the contrary). Notwithstanding the foregoing, each Party shall have the right to institute an action at any time in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that (a) the Party instituting the action shall seek an order to file the action under seal (or at a minimum do so for any filings containing Confidential Information or trade secrets) in order to limit disclosure as provided in Section 6 of this Agreement; and (b) a permanent injunction and damages shall only be awarded by the arbitrator(s).
14.1 Compliance with Laws. Public AI shall provide the Service and Professional Services consistent with laws and regulations applicable to Public AI's provision of such Service and Professional Services generally (including but not limited to those regarding data protection and international transfers of personal data), without regard to Customer's specific utilization of the Service except to the extent set forth in an Order Form, and subject to Customer's compliance with this Agreement.
14.2 Updates to Terms. Public AI may update these Terms of Service from time to time by posting a revised version at the applicable URL. Updates will become effective upon posting unless a later effective date is specified. No update will materially reduce Public AI's obligations to Customer or Customer's rights under this Agreement during an active Order Term without Customer's consent, unless required by applicable law, regulation, or security considerations.
14.3 Assignment. Except with Public AI's prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including without limitation pursuant to a direct or indirect change of control of Customer, a merger involving Customer where Customer is not the surviving entity, or a sale of all or substantially all of the assets of Customer (collectively, a "Change of Control"); and any attempt to do so shall be void. Customer must provide written notice to Public AI prior to a Change of Control, and Public AI may terminate this Agreement in the event of a Change of Control. Public AI may assign this Agreement, in whole or in part, to an Affiliate or in connection with a merger, reorganization, sale of all or substantially all of its assets, or sale of the business or product line to which this Agreement relates.
14.4 Subcontractors. Public AI may use subcontractor personnel to deliver Professional Services and/or support services under this Agreement, provided that Public AI shall remain fully responsible for such subcontractor personnel.
14.5 Notices. Any notice required or permitted hereunder shall be in writing to the parties at the addresses set forth in the applicable Order Form.
14.6 Severability; Waiver; Amendments. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and be enforceable. Any and all modifications, waivers, or amendments must be made by mutual agreement and shall be effective only if made in writing and signed by each Party. No waiver of any breach shall be deemed a waiver of any subsequent breach.
14.7 Force Majeure. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance.
14.8 No Third-Party Beneficiaries. There are no third party beneficiaries under this Agreement, whether express or implied.
14.9 Relationship of the Parties. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties.
14.10 Entire Agreement; Order of Precedence; Purchase Orders. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and terminates all previous written and oral agreements and communications relating to the subject matter of this Agreement. Any terms and conditions attached to any purchase order, supplier portal, invoicing portal, or equivalent Customer document or process will not be binding on Public AI. Notwithstanding anything to the contrary in any such terms or process, Customer shall have no right to audit or inspect Public AI except to the extent required by applicable law. In the event of a conflict between these Terms of Service and any Order Forms or exhibit, the terms of such Order Form or exhibit will prevail.
Last updated: August 25, 2026