Legal
Terms of Service
1. Agreement of Terms
THE OB2.AI PROPRIETARY SAAS PLATFORM IS OFFERED TO YOU AS AN INTELLIGENT DEVELOPMENT PLATFORM THAT EXTENDS A TOOLSET AND INTERFACE OF APPLICATIONS AND CLOUD ENVIRONMENTS. APPLICATIONS ON THE PLATFORM ARE OFFERED BY OB2.AI AND ITS COMMUNITY OF USERS FOR THE PURPOSE OF ENABLING ANY USER OF THE PLATFORM TO BUILD SOPHISTICATED TOOLS FOR THEIR CLOUD OPERATIONS.
BY CHOOSING “I ACCEPT”, EXECUTING AN ORDER FORM, OR OTHERWISE BY USING THE SERVICES, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS HEREIN, WHICH ACCEPTANCE DATE SHALL BE DEEMED THE EFFECTIVE DATE OF THIS AGREEMENT
By accepting these terms, you represent and warrant that, if entering into this Agreement on behalf of an employer or other legal entity you are representing, you have full authority to bind said employer or other legal entity to this Agreement.
2. Utilization of the Platform
2.1 Account Creation
To utilize the Services, you must create an account ("Account"). By doing so, you agree to (i) furnish accurate and complete Account and login information; (ii) maintain, and ensure that Authorized Users maintain, the security of all Account login details and passwords at all times; (iii) assume sole responsibility for the activity transpiring within your Account, including that of your Authorized Users; and (iv) promptly notify OB2.AI of any unauthorized access or use of the Account or the Service. OB2.AI shall not be held liable for any losses incurred due to unauthorized Account use. Under no circumstances shall you permit third parties or individuals other than Authorized Users to access or use the Services.
2.2 Subscription
Subject to the terms and conditions of this Agreement (including full payment of applicable fees), OB2.AI grants you a limited, revocable (per Section 10.2), personal, nontransferable, non-assignable, non-exclusive, non-sublicensable right to access and utilize the Services, solely for internal business purposes, as delineated by the license scope and subscription term specified in the Order Form. Should you wish to add Authorized Users or expand the scope of your license metrics, you may request such changes to your subscription package, which shall become effective upon the execution of a change order for the remaining subscription term.
2.3 Evaluation and Free Services
OB2.AI may, intermittently, offer part or all of its Services on an evaluation basis or as a free limited version ("Evaluation Service" and "Free Services," respectively). OB2.AI reserves the right to amend, terminate, or restrict Evaluation Services or Free Services at any time, without incurring liability. OB2.AI will endeavor to facilitate Content export upon termination of your Account or access to Evaluation Services or Free Services; however, you are solely responsible for ensuring proper backup and data retention, and OB2.AI shall not be liable for any loss of information. Evaluation Service and Free Services are governed by this Agreement; notwithstanding anything to the contrary, (i) such services are provided "ASIS," "AS AVAILABLE," with no warranties, express or implied; and (ii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF OB2.AI AND ITS AFFILIATES UNDER OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT EXCEED US$100.
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2.4 Restrictions on Use
The Services must be accessed in accordance with their intended purpose, as outlined on the OB2.AI website, documentation, or any other written instructions provided by OB2.AI. Except as expressly permitted by this Agreement, you may not, directly or indirectly: (i) copy, modify, or create derivative works of the Services; (ii) decompile, reverse engineer, or disassemble the Services or any components thereof, or attempt to access the source code; (iii) sublicense, disclose, publish, assign, market, transfer, or distribute any portion of the Services to any third party, including Affiliates, or use the Services in any service bureau arrangement; (iv) circumvent, disable, or interfere with security-related features or restrictions on use of the Services; (v) use any automated means to access the Services; (vi) transmit or upload viruses, spyware, or other harmful, infringing, or illegal content; (vii) use the Services to develop a competing service or product; (viii) export or re-export the Services or underlying information or technology to prohibited countries or individuals; or (ix) use the Services unlawfully or in breach of this Agreement. Any rights not explicitly granted to you are reserved to OB2.AI or its licensors
3. Changes to Platform Features
We reserve the right to add, enhance, upgrade, modify, or discontinue any functionality, feature, or tool available through the Platform at our discretion without prior notice. In the event OB2.AI implements any material adverse changes to the core functionality of the Platform, we will notify you by posting an announcement on the OB2.AI website or through the Platform, or by sending you an email based on the contact details provided in your Account.
4. Support and Maintenance Services
OB2.AI offers maintenance and support services to you as part of our offerings. Subject to payment of applicable fees, OB2.AI will maintain and support the Platform in accordance with our standard Service Level Agreement (SLA), as may be amended from time to time. Different service levels may apply to different subscription packages available as part of the Platform offerings.
5. Agreement of Terms
5.1 Mutual Warranties
Each Party represents, warrants, and, as applicable, covenants to the other Party that: (a) it possesses the full right, power, and authority to enter into this Agreement; (b) upon execution by both Parties, this Agreement will constitute a valid and binding obligation of such Party; (c) it has obtained and will maintain all necessary licenses, authorizations, approvals, and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, regulations, and rules; and (d) it is not subject to any contractual or other restrictions or obligations that are inconsistent with the execution of this Agreement or that would interfere with the performance of the Services.
5.2 Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTY. OB2.AI EXPRESSLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INTERFERENCE, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK ARISING OUT OF THE USE OF THE PLATFORM REMAINS WITH YOU. OB2.AI DOES NOT WARRANT THAT ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS ARE REPRODUCIBLE OR REPAIRABLE, AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OF THE PLATFORM, INCLUDING WITHOUT LIMITATION IN TERMS OF CORRECTNESS, USEFULNESS, ACCURACY, OR RELIABILITY. OB2.AI WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR FOR ISSUES RELATED TO PUBLIC NETWORKS, HOSTING PROVIDERS, OR OTHER THIRD-PARTY INFRASTRUCTURE PROVIDERS.
6. Pricing and Payment
6.1 Pricing
You are obligated to pay OB2.AI the service and support fees for the chosen licensing package, as outlined in either OB2.AI's current price list available on the OB2.AI website or as stated in the executed Order Form ("Pricing"). You are responsible for providing OB2.AI with valid and updated credit card information, authorizing OB2.AI to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). If payment is specified to be made by a method other than a credit card, OB2.AI will invoice you accordingly. You must ensure that all billing and contact information provided to OB2.AI is complete and accurate. If you exceed any usage limits, OB2.AI may either seek to reduce your usage to conform to the agreed-upon limit or automatically charge for the exceeding usage. All fees are non-refundable and non-cancellable (NR/NC).
6.2 Billing
Unless otherwise stated in an Order Form, (i) you will be invoiced for the Pricing upon execution of this Agreement and before any renewal of the Services; and (ii) payment shall be made within thirty (30) days after the issuance of the applicable invoice, in United States Dollars. Amounts not paid by the due date shall accrue interest at a rate of one percent (1.5%) per month, not to exceed 10% in the aggregate, or at the highest rate allowed by law, whichever is less.
6.3 Taxation
Prices are exclusive of all taxes. You are responsible for paying all applicable taxes, including sales, use, value added, withholding, or other taxes and fees, except for taxes based on OB2.AI's net income.
7. Content and Applications
7.1 Use of Content and Applications
You retain all rights to any content, data, and information uploaded to the Services ("Content"), as well as any applications and software developed by you through the Services (“Applications").
7.2 Permission to Use Content
You grant OB2.AI a worldwide, royalty-free license to access, use, process, copy, distribute, perform, export, and display the Content for the purpose of providing the Services to you. This license includes the right to make modifications and derivative works.
7.3 Permission to Use Applications
You agree to grant OB2.AI a worldwide, perpetual, irrevocable, royalty-free license to use, copy, host, store, display, reproduce, modify, adapt, edit, translate, and create derivative works of the Applications as part of the Services.
7.4 Responsibility for Content
You warrant that you have the right to share your Content with OB2.AI and have obtained all necessary consents. You further warrant that your Content complies with all applicable laws and regulations, does not infringe on any third-party rights, and is free of malicious code. OB2.AI assumes no responsibility for Content, and you shall be solely responsible for it and its consequences.
8. Ownership of Intellectual Property
8.1 OB2.AI Intellectual Property
All rights, title, and interest in and to the Platform, including without limitation any underlying data, software, design, user interface, information, texts, files, "look and feel," features, any new version releases, enhancements, modifications, improvements, derivative works thereof, and Feedback, and all Intellectual Property Rights therein, are and shall remain solely owned by OB2.AI or their respective licensors (“OB2.AI IPR”).
8.2 Feedback
You may provide OB2.AI with feedback regarding the Platform, including without limitation suggestions, ideas, bug notes, and user experience testimonies (collectively, “Feedback”). Feedback shall not include your Confidential Information. OB2.AI may, in connection with any of its services, use, copy, disclose, and exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise, and you hereby assign all right, title, and interest in and to all Feedback to OB2.AI upon creation thereof.
8.3 Usage Data
Usage Data includes aggregate, analytical, or statistical data derived, created, or learned from the use of the Platform (“Usage Data”). Notwithstanding anything to the contrary, OB2.AI may collect and use Usage Data to develop, improve, support, and operate its products and services, provided such Usage Data has been aggregated and anonymized such that you, your Authorized Users, or your end-users cannot be identified.
8.4 Third-Party Components
The Platform includes third-party software components subject to open-source licenses or pass-through commercial licenses (“Third-Party Components” and “Third-Party Terms,” respectively). Any use of Third-Party Components is subject solely to the rights and obligations under the applicable Third-Party Terms. OB2.AI does not make any representation, warranty, guarantee, or condition, and does not undertake any liability or obligation, with respect to any Third-Party Components.
8.5 Processing of Personal Data
OB2.AI shall process, retain, and use any personal data provided by you for the purpose of providing the Platform. Any use of personal data required for the provision of the Platform shall be subject to the Data Processing Agreement attached as Exhibit B (the “DPA”). You hereby warrant that you have provided appropriate notices and collected all proper consents regarding the collection and transfer of personal data to OB2.AI under this Agreement. OB2.AI shall be deemed the processor of personal data on your behalf, and you shall be deemed the controller and owner of such personal data.
9. Secrecy Protocols
9.1 Non-Disclosure and Use Restrictions
During the Term of this Agreement, either party may disclose (the “Disclosing Party”) to the other party (the “Recipient”) certain Confidential Information. Recipient agrees not to use the Confidential Information of the Disclosing Party for any purposes except as necessary to fulfill its obligations under this Agreement. Recipient agrees not to disclose the Confidential Information of the Disclosing Party except to those of its employees, contractors, or agents who have a need to know the Confidential Information in order to fulfill Recipient's obligations under this Agreement. Such personnel shall be bound by written agreements containing confidentiality obligations not less protective than herein, with Recipient remaining liable for any act or omission of its personnel in breach of this Agreement.
9.2 Standard of Care
Recipient agrees that it shall treat the Disclosing Party's Confidential Information with the same degree of care as it accords to its own Confidential Information; provided that in doing so, in no event shall Recipient exercise less than reasonable care. Recipient agrees to advise the Disclosing Party in writing of any misappropriation or misuse by any person of the Disclosing Party's Confidential Information of which Recipient may become aware.
9.3 Compelled Disclosure
Recipient may disclose the Disclosing Party's Confidential Information to the extent required by a valid order by a court or other governmental body or by applicable law; provided, however, that Recipient will use all reasonable efforts to minimize such disclosure to the minimum extent possible. Recipient shall promptly notify Disclosing Party of the obligation to make such disclosure upon receiving any such requirement so that Disclosing Party will have a reasonable opportunity to object to such disclosure.
9.4 Return of Materials
Upon termination or expiration of this Agreement, any materials or Confidential Information of the Disclosing Party furnished to Recipient, and all copies thereof, at the Disclosing Party's option, will either be promptly returned to the Disclosing Party or destroyed by Recipient (with Recipient providing written certification of such destruction).
9.5 Remedies
Recipient acknowledges and agrees that the Disclosing Party shall be entitled to seek appropriate equitable relief in any competent jurisdiction without obligation of proving damages or posting bond in the event of any actual, threatened, or intended breach of this Agreement by Recipient. Such remedies shall be in addition to all other remedies available at law or in equity.
10. Duration and Termination
10.1 Duration
The duration of this Agreement shall commence on the Effective Date and will continue for a period specified in the OB2.AI website, online interface, or Order Form (the “Initial Term”). The Initial Term of the Services shall automatically renew for the equivalent period unless otherwise stated in the Order Form (each, a “Renewal Term” and together with the Initial Term, the "Duration"). Either party may provide notice of non-renewal of the Renewal Term no less than thirty (30) days prior to the then in-effect Initial or Renewal Term. Any renewal in which subscription volume or length for any Services has decreased may result in re-pricing at renewal.
10.2 Termination
A party may terminate this Agreement: (i) upon the other party's material breach that is not cured within thirty (30) days after receiving written notice of such breach; or (ii) upon providing written notice in the event of certain specified events. Additionally, OB2.AI reserves the right, at its sole discretion, to change, limit, or suspend your access to your Account without prior notice for various reasons outlined in this Agreement.
10.3 Effect of Termination
Upon termination of this Agreement, all licenses granted under this Agreement shall expire, and OB2.AI will cease providing the Services. Each party shall return any copies of Confidential Information to the Discloser. Any outstanding Fees shall become immediately due and payable on the date of termination of the Agreement.
11. Limitation of Liability
To the fullest extent permitted by applicable law, OB2.AI or its licensors shall not be liable to you for any punitive, special, indirect, consequential, or incidental damages arising out of or related to this Agreement. In no event shall the aggregate liability of OB2.AI and/or its licensors exceed the amount actually paid to OB2.AI hereunder during the twelve (12) months preceding the claim that gave rise to damages.
12. Indemnification
12.1 Indemnification by You
You shall defend, indemnify, and hold harmless OB2.AI, its officers, directors, employees, Affiliates, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses arising from your unauthorized use of the Services or breach of your warranties with respect to Content.
12.2 Indemnification by OB2.AI
OB2.AI agrees to defend, indemnify, and hold harmless Licensee from and against any damages awarded in judgment or settlement against any losses, damages, or liability arising from a third-party claim alleging that the use of the Services infringes the Intellectual Property Rights of such third party.
12.3 Procedure
The indemnitee shall notify the indemnifying party promptly in writing of such claim and grant the indemnifying party sole control and authority to handle the defense or settlement of any such claim. This section 12 states OB2.AI's sole and exclusive liability and remedy for any claims of intellectual property infringement.
13. Additional Terms
13.1 Revision Rights
OB2.AI reserves the right, at its discretion, to change this Agreement at any time. Such changes will be effective ten (10) days following the sending of notice thereof to you or posting the revised Agreement on the OB2.AI website. Your continued use of the Service thereafter indicates acceptance of those changes.
13.2 Publicity
OB2.AI may use your name and logo as a user of the Services on its website, press releases, and other marketing materials and presentations, provided that OB2.AI obtains your written consent.
13.3 Legal Jurisdiction
This Agreement shall be governed by the laws of the State of Delaware, U.S., without regard to its conflicts of laws rules. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate court sitting in Santa Clara County, California.
13.4 Transfer of Rights
Neither party may assign or transfer its rights or obligations under this Agreement without the prior consent of the other party, except to an Affiliate or in the event of transfer to a person or entity who directly or indirectly acquires all or substantially all of the assets or business of such party. Any prohibited assignment, transfer, or sublicense shall be null and void.
13.5 Entire Agreement
This Agreement and any exhibits hereto set forth the entire agreement and understanding between the parties. These terms and conditions shall not apply to licensees who have licensed the Services through a reseller or partner authorized by OB2.AI, so long as such end user license agreement complies substantially with the terms and conditions of this Agreement.
13.6 Waiver Clause
The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect the right of such party at a later time to enforce the same. No waiver by any party of any condition or breach of any term contained in this Agreement shall be deemed to be a further or continuing waiver of any such condition or breach.
13.7 Invalidity Clause
If any provision of this Agreement is unenforceable for any reason, such circumstances shall not affect the validity or enforceability of the remaining provisions of this Agreement.
13.8 Force Majeure
OB2.AI will not be liable for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including natural disasters, acts of civil or military authority, war, labor shortage or dispute, public health emergencies, or governmental authority
13.9 Partners
This Agreement shall not apply to any of OB2.AI's partners, resellers, managed service providers operating through its partner program. Any such partners shall be subject to the applicable partner agreement governing their engagement with OB2.AI, which shall take precedence over this Agreement in case of conflict or inconsistency.
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