Effective March 19, 2020
Your Agreement to these Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A BINDING CONTRACT. Welcome to the chatbot services operated by Rulai, Inc. (with its subsidiaries and affiliated companies, collectively “Rulai”) consisting of Rulai’s virtual assistance service, which facilitates contact interactions for individuals (the “Virtual Assistance Service”) and Rulai’s graphical user interface console, which provides Rulai account holders the ability to configure and control the Virtual Assistance Service (the “Interaction Design Console”) (collectively, the “Rulai Services”).
These Terms of Service, and the Rulai Privacy Policy which is incorporated herein by reference, govern your subscription to, access to and use of the Rulai Services and your associated Rulai account. You agree that by electronically signifying your acceptance of these Terms of Service or otherwise registering for, subscribing to, accessing or using the Rulai Services, you are entering into a legally binding agreement between you and Rulai regarding your use of the Rulai Services and your associated Rulai account. You acknowledge that you have read, understood and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, do not access or otherwise use any of the Rulai Services.
When registering for, subscribing to, accessing or using the Rulai Services on behalf of a company, entity, institution or other organization (an “Organization”), you represent and warrant that you: (i) are an authorized representative of that Organization with the authority to bind that Organization to these Terms of Service and grant the licenses set forth herein; and (ii) agree to these Terms of Service on behalf of such Organization; in which case references to “you” in this Agreement shall mean the Organization.
Rulai may modify these Terms of Service by posting the modified terms on Rulai’s website(s) and/or through the Rulai Services. However, changes made to these Terms of Service will not apply to you to the extent that (i) the changes concern matters which are the subject of an actual dispute between you and Rulai as of the date the changes take effect and (ii) Rulai has actual notice of the dispute as of the date the changes take effect. By continuing to access or use the Rulai Services after Rulai makes any such modification, you agree to be bound by the modified Terms of Service.
Use of the Rulai Services by Minors. THE RULAI SERVICES ARE NOT FOR USE BY PERSONS UNDER THE AGE OF 18. BY ELECTRONICALLY SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE OR OTHERWISE REGISTERING FOR, SUBSCRIBING TO, ACCESSING OR USING THE RULAI SERVICE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE.
Your Rulai Account.
In order to access and use the Rulai Services, you must first register for a Rulai account. You agree to provide Rulai with accurate and complete registration information and to promptly notify Rulai in the event of any changes to any such information. You may not use false identities or impersonate any other person when registering for a Rulai account.
You are solely responsible for the security and use of your account credentials. You will take all reasonable steps to ensure that your account credentials are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You are solely responsible for any activities or actions taken under your account credentials, whether or not authorized by you. You will immediately notify Rulai of any unauthorized use of your account credentials. Rulai reserves the right to require you to change your account credentials for any reason and may do so at any time.
Unless expressly permitted in writing by Rulai, you may not sell, rent, lease, share or provide access to your account to anyone else (except to the extent that individual users who are members of an Organization which has agreed to these Terms of Service may access and use the Rulai Services on behalf of such Organization)
Your registration to create a Rulai account constitutes your consent to receive email communications from Rulai, including messages regarding customer service issues and other matters. You may opt not to receive email correspondence, other than technical notifications and email regarding issues related to your account and your use of the Rulai Services at any time by following the link included in the email messages.
License to Use the Rulai Services and Related Materials; Restrictions.
Unless otherwise stated in these Terms of Service, the Rulai Services and all content, information, and other materials available on or through the Rulai Services (but excluding “Customer Content”, as described in Section 5 below), including, without limitation, Rulai’s trademarks and logos, visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the “Rulai Materials”) are the property of Rulai or its subsidiaries or affiliated companies and/or third-party licensors. The Rulai Services and the Rulai Materials are protected by intellectual property and proprietary rights and laws.
By agreeing to these Terms of Service, you are granted a limited, non-exclusive, worldwide and non-transferable license commencing on the date your account is created and continuing through and including June 30, 2020 (unless your account is earlier terminated) (the “Term”) to implement and use the Rulai Services within the websites, services and mobile applications which you own and operate or which are operated on your behalf (collectively, the “Customer Applications”) solely (i) for the purposes of making available to your employees and directing your employees to educational content regarding the COVID-19 virus and (ii) in compliance with all applicable laws, rules and regulations. For the avoidance of doubt, you are not permitted to use the Rulai Services for interactions with any audience other than your own employees and you are responsible for determining and complying with all such laws, rules and regulations applicable to your use.
Rulai reserves all rights in and to the Rulai Services and the Rulai Materials not expressly granted in these Terms of Service. The Rulai Services and the Rulai Materials are licensed hereby, not sold. Any use of the Rulai Services or the Rulai Materials except as specifically authorized in these Terms of Service is strictly prohibited.
The license granted to you is subject to these Terms of Service does not permit you to engage in any of the following: (i) adapt, alter, modify, improve, translate or create derivative works or colorable imitations of the Rulai Services; or (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Rulai Services. You will not take any action to interfere with the Rulai Services or any other user’s use of the Rulai Services, including, without limitation, via means of overloading, stress-testing or conducting penetration testing on the Rulai Services or circumventing or disabling any security or other technological features or measures of the Rulai Services.
Licenses to Customer Content and Feedback; Analytics Data.For the purposes of these Terms of Service, “Customer Content” means the information received by Rulai via the connections by which the Virtual Assistance Service interacts with your Customer Applications and via your use of the Rulai Services. Subject to the terms and conditions of these Terms of Service, you hereby grant to Rulai: (i) a nonexclusive, worldwide, royalty-free and fully-paid up, license, during the Term, to copy, store and use your Customer Content in connection with the provision of the Rulai Services to you; (ii) a perpetual, nonexclusive, worldwide, royalty-free and fully-paid up license to use all comments and suggestions, whether written or oral, furnished by you to Rulai in connection with your access to and use of the Rulai Services (“Feedback”) and Customer Content for Rulai’s internal analyses and to improve and develop the Rulai Services; and (iii) a perpetual, nonexclusive, worldwide, royalty-free and fully-paid up license to use and publicly disclose Customer Content that is: (a) anonymized and not identifiable to any person or entity; (b) combined with the data of other customers or additional data sources; and (c) presented in a way which does not reveal your identity. Further, and notwithstanding anything to the contrary in these Terms of Service, Rulai may collect statistical data related to the performance, operation and use of the Rulai Services (the “Analytics Data”) to improve the performance of the Rulai Services, for research and development purposes, for security and operations management and to create statistical analyses, models and case studies (collectively, the “Service Analyses”). Rulai owns and retains all right, title and interest in and to the Analytics Data and the Service Analyses, excluding any Customer Content or Customer Confidential Information (as defined below) on which the Analytics Data or the Service Analyses are based. Rulai may make all or a portion of the Service Analyses publicly available; provided, however, that any publicly disclosed Service Analyses will not incorporate any personally identifiable information or disclose any Customer Content or Customer Confidential Information.
Confidential Information.
For the purposes of these Terms of Service, “Confidential Information” means all written or oral information, disclosed by either party to the other, related to the business, products, services or operations of either party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. Without limiting the foregoing, and for purposes of these Terms of Service, the Rulai Services and all Feedback will be the Confidential Information of Rulai.
During the Term, each party will have access to the other party’s Confidential Information. Except as otherwise expressly permitted, and without limiting each party’s obligations, under these Terms of Service, each party agrees as follows: (i) to not use or reproduce the Confidential Information disclosed by the other party for any purpose other than exercising its rights and performing its obligations as described herein; (ii) that each party will take no less than commercially reasonable measures to protect the secrecy of, and void disclosure and unauthorized use of, the Confidential information; and (iii) to not disclose to and will restrict access to the Confidential Information disclosed by the other party to such of its employees, contractors and agents, if any, who have a need to have access and who have been advised of and are bound by confidentiality obligations at least as restrictive as those contained herein (each a “Representative”). Each receiving party will be liable for the acts and omissions of its Representatives with respect to the disclosing party’s Confidential Information.
The provisions of Section 6.2 will not apply to Confidential Information that: (i) is or becomes publicly available or enters the public domain through no fault of the receiving party; (ii) is in the receiving party’s possession without obligations of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (iv) is lawfully received by the receiving party from a third party without obligation of confidentiality. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party (except to the extent prohibited by law) and made a reasonable effort to obtain a protective order.
Suspension and Termination.
Your account will automatically terminate at Rulai’s close of business on June 30, 2020, unless earlier terminated as provided herein. If you wish to continue use of the Rulai Services after June 30, 2020, please contact Rulai to discuss a commercial license agreement.
To the fullest extent permitted by applicable law, Rulai reserves the right, without notice and in its sole discretion, to suspend or terminate your account and your license to use the Rulai Services and to block or prevent your future access to and use of the Rulai Services, including where Rulai determines that: (i) your Customer Content or your use of the Rulai Services violates these Terms of Service or applicable laws, rules or regulations; (ii) your use of the Rulai Services interferes with the Rulai Services or any other user’s use of the Rulai Services or overloads the Rulai Services; or (iii) Rulai is unwilling or unable to continue providing the Rulai Services to you.
You may terminate your account at any time in your sole discretion by providing written notice to Rulai.
Either party may terminate these Terms of Service as between them, effective immediately upon written notice to the other if the other party materially breaches any provision of these Terms of Service and does not substantially cure the breach within ten (10) business days after receiving written notice thereof.
Upon the termination of your account or of these Terms of Service for any reason: (i) all licensed and access rights granted to Customer will immediately cease to exist; and (ii) each party will promptly destroy the Confidential Information of the other party that it has in its possession. Sections 4.3, 4.4, 5, 6, 7.4, 8, 9, 10 and 11 will survive any termination of your account or of these Terms of Service.
Indemnification. You agree to indemnify, defend, and hold harmless Rulai, its subsidiaries, its affiliated companies and their respective officers, directors, employees, shareholders, agents and Rulai’s third-party suppliers, licensors and partners (collectively, the “Rulai Parties”), from any and all claims, losses, damages, liabilities, including legal fees and expenses, arising out of: (i) your Customer Content; (ii) your use of the Rulai Services in violation of any applicable law, rule or regulation; (iii) your infringement, violation or misappropriation of the rights of any third party; (iv) any violation by you of these Terms of Service; or (v) any breach of the representations, warranties, and covenants made by you herein. Rulai reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Rulai and you agree to cooperate with Rulai’ defense of these claims. Rulai will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
Disclaimers; No Warranties; No Technical Support. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) THE RULAI SERVICES AND THE RULAI MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; (ii) RULAI DISCLAIMS ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SUBJECT MATTER OF THESE TERMS OF SERVICE; (iii) RULAI DOES NOT REPRESENT OR WARRANT THAT THE RULAI SERVICES OR THE RULAI MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; AND (iv) RULAI IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO CUSTOMER CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RULAI OR THROUGH THE RULAI SERVICES OR THE RULAI MATERIALS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NO TECHNICAL SUPPORT FOR THE RULAI SERVICES IS PROVIDED PURSUANT TO THESE TERMS OF SERVICE.
Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) IN NO EVENT SHALL THE RULAI PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SUBJECT MATTER OF THESE TERMS OF SERVICE INCLUDING, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM RULAI OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RULAI’S RECORDS, PROGRAMS OR SERVICES; AND (ii) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE RULAI PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SUBJECT MATTER OF THESE TERMS OF SERVICE EXCEED ONE THOUSAND DOLLARS ($1,000). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE PARTIES TO THESE TERMS OF SERVICE.
YOU ACKNOWLEDGE AND AGREE THAT: (i) RULAI HAS OFFERED THE RULAI SERVICES, THE RULAI MATERIALS, CONTENT (OTHER THAN YOUR CUSTOMER CONTENT), MATERIALS AND OTHER INFORMATION AND ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN; (ii) THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND RULAI; AND (iii) THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND RULAI. RULAI WOULD NOT BE ABLE TO PROVIDE THE RULAI SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
General provisions.
These Terms of Service shall be governed by, and construed in accordance with, the laws of the State of California, without regard to any choice of law, conflicts of law or other principles that would result in the applicable of the laws or regulations of any other jurisdiction. These Terms of Service will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in California. If you are outside of the United States, the parties agree that rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
Any legal action or proceeding relating to these Terms of Service shall be instituted in a state or federal court Santa Clara County, California. You and Rulai agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
These Terms of Service and the rights and obligations herein are personal to you and you may not assign or otherwise transfer these Terms of Service or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Rulai. Rulai may freely assign these Terms of Service, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of Rulai’s assets or stock.
If any one or more of the provisions of these Terms of Service are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms of Service shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of these Terms of Service or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
If Rulai is unable to perform any obligation under these Terms of Service because of any matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of Rulai), acts of local or central government or other competent authorities, problems with telecommunications providers, hostile network attacks or other events beyond Rulai’ reasonable control (each, a “Force Majeure Event”), Rulai will have no liability to you for such failure to perform; provided, however, that Rulai shall resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. If any Force Majeure Event continues for more than sixty (60) days, either Rulai or you may terminate these Terms of Service by delivery of written notice to the other party.
If you and Rulai have executed a separate agreement applicable to your access to and use of the Rulai Services and/or the Rulai Materials, then the terms and conditions of such agreement shall prevail to the extent of any conflict with these Terms of Service. In all other cases, these Terms of Service constitute the entire agreement between Rulai and you with respect to their subject matter and supersede all prior communications and proposals, whether electronic, oral or written, between Rulai and you.
