This Platform Developer Access Agreement (the “Agreement”) is between you and Rulai. Rulai provides an Enterprise Conversational AI Platform for the self-service development and deployment of omni-channel chatbots (the “Rulai Platform”). You are a developer who wishes to access the Rulai Platform for the purpose of learning the platform and building proof-of-concept / proof-of-technology chatbots. This Agreement sets the terms under which Rulai will provide and you will use the Platform. It is effective as of the date on which you click through the on-screen prompt asking you to accept this Agreement to access the platform and developer documentation.
Rulai will provide you with access to the Rulai Platform at no charge.
THE RULAI PLATFORM IS MADE AVAILABLE AS IS, SUCH THAT RULAI EXPRESSLY DISCLAIMS ALL WARRANTIES THAT MAY OTHERWISE HAVE BEEN IMPLIED. RULAI WILL HAVE THE RIGHT TO CHANGE THE FEATURES AVAILABLE TO YOU AT ANY TIME UPON REASONABLE NOTICE.
You will only use the Rulai Platform for the limited purpose of learning the platform and building proof-of-concept / proof-of-technology chatbots. You may make limited deployments of chatbots in a production environment for these purposes, but your use should be broadly non-commercial in nature. You will not access the Rulai Platform in support of a competing product or entity. This includes, for example, accessing the Rulai Platform to acquire information that would assist in the design of a competing chatbot development platform.
You will only access the Rulai Platform through its documented access points and will only use its documented functionality. You will not share your login credentials with any other individual or entity. You will only use the Rulai Platform in a manner that complies with the laws and contracts that apply to you, such as the privacy policy that governs your use of your customer’s data.
This term of this Agreement will endure for so long as your login credentials for the platform are active. Rulai may deactivate your login credentials and terminate this Agreement at any time upon reasonable notice to you. You may similarly terminate this Agreement at any time by retiring your login credentials and providing notice to Rulai.
Blanket Prohibition on Disclosure of PII and Attributable Data. Rulai will not disclose to any third party any data that is either personally identifiable information or whose attribution could be determined by that third party.
User Data. “User Data” is defined as all data transmitted to the Rulai Platform you, such as workflows for chatbot interactions, chatbot training data, and the content of chatbot interactions. To allow for the provision of the Rulai Platform to you and for the improvement of the Rulai Platform, you grant to Rulai a perpetual, non-exclusive, worldwide, royalty free license to copy, display, perform, transmit, and make derivative works of the User Data.
Analytics Data. “Analytics Data” is defined as all data generated by the Rulai Platform as a record of its use, such as system logs. Rulai retains sole ownership of all Analytics Data.
Third Party Technology. If your use of the Rulai Platform requires a license to third party technology embedded within the Rulai Platform, Rulai will secure such a license for you at no cost. If use of third party technology within the Rulai Platform requires a license to User Data, then you grant Rulai the right to sub-license User Data solely to the extent necessary for Rulai to provide the Rulai Platform and only when Rulai has maintained industry standard security and privacy agreements and procedures with that technology provider.
Rulai Platform. The Rulai Platform (including, for example, its algorithms, calculations, organization, look and feel, and the underlying software code) is the sole property of Rulai, and Rulai is the sole owner of: (i) all copyrightable works embodied by the Rulai Platform; (ii) all patentable inventions practiced by the Rulai Platform; and (iii) all trade secrets practiced by the Rulai Platform. If, through your use of the Rulai Platform, underlying law would treat you as an author or co-author or inventor or co-inventor of any intellectual property embodied by or practiced by the Rulai Platform, you will assign its rights in such copyrightable work or patentable invention to Rulai. If such assignment fails, then you will grant Rulai an exclusive license that as closely as possible provides the rights that would be held by an assignee.
Reservation of Rights. Rulai reserves all intellectual property rights not expressly granted in this Agreement.
Confidential Information Defined. “Confidential Information” is defined as all information, regardless of the medium through which it is conveyed, that a reasonable industry participant would deem likely to be confidential. Confidential Information includes all User Data as well as the non-public features and functionality of the Rulai Platform and any information that is marked as “Confidential” by the disclosing party. Confidential Information excludes all information that: (i) is or becomes publicly known, other than through a breach of a confidentiality obligation owed to the disclosing party; or (ii) was known to the receiving party prior to disclosure, other than through a breach of a confidentiality obligation owed to the disclosing party.
Use and Protection of Confidential Information. A receiving party will use the Confidential Information of the disclosing party only as necessary to perform its obligations and exercise its rights under this Agreement and will use reasonable care to protect such Confidential Information. At the termination of this Agreement, or upon a disclosing party’s request, the receiving party will either return or destroy the disclosing party’s Confidential Information that is then in its possession.
Legally Compelled Disclosure. If a receiving party reasonably anticipates that it will be required to disclose Confidential Information pursuant to law or regulation, it will use its best efforts to: (i) timely notify the disclosing party and (ii) limit the disclosure to the strict requirements of the law or regulation.
Trade Secrets. A receiving party’s obligation to maintain the confidentiality of a disclosing party’s trade secrets will survive the termination of this Agreement, enduring until such time as the information no longer satisfies the requirements of a trade secret.
To “Indemnify” is defined as to (i) defend against all third party claims (construed broadly, so as to include, for example, complaints and causes of action both when filed and when threatened) and regulatory actions (construed broadly, so as to include investigations and disciplinary actions by any government entity with the power to investigate or impose a penalty of any kind) and (ii) to pay all amounts under all theories of liability and damages awarded to such third party or accepted in settlement or imposed as fines of any kind.
A party seeking to be Indemnified will provide timely notice to the Indemnifying party, although untimely notice will relieve the Indemnifying party of its obligations only to the extent that the delay has prejudiced its ability to defend the claim. The Indemnifying party will have the right to control the defense, including the right to reach a settlement with the claimant; however, the Indemnified party will have a right to participate through its own counsel at its own expense and the Indemnifying party will not enter into a settlement that requires the Indemnified party to admit to liability without the written consent of that party.
Each party to this Agreement will Indemnify the other for claims arising from their breach of this Agreement.
Except for amounts owed under Rulai’s obligation to Indemnify, Rulai’s total liability to you will not exceed $1,000.
Except for Rulai’s obligation to Indemnify, Rulai will be liable to the other for direct damages only. As such, the following types of damages will be excluded, regardless of the underlying theory of recovery: indirect damages, consequential damages, special damages, punitive damages, lost profits, lost reputation, and the cost of replacement services.
This Agreement will be construed under the federal laws of the United States of America and the state laws of California. The parties stipulate that the federal and state courts located in San Francisco, California will have jurisdiction over the parties and will be the forum for any dispute between the parties.
A party’s delay in exercising its rights under this Agreement will not be deemed a waiver of its rights.
If a provision of this Agreement is deemed unenforceable as drafted, a revision will be applied that captures the parties’ original intent to the extent allowable under the law. If such provision cannot be saved, and if the intent of the Agreement can survive the loss of such provision, it will be deemed severed from the Agreement.
The parties to this Agreement are independent contractors, and neither this Agreement nor any course of action that it contemplates will give either party the right to make representations on behalf of the other or to bind the other to any obligation to any third party.
If you are accessing the Rulai Platform as part of your duties as an employee of another entity (as evidenced, for example, by your use of a company email address), then you represent to Rulai that you are entering into this Agreement on behalf of that other entity and have the authority to bind that entity to these terms.
There are no third-party beneficiaries to this Agreement.
Rights and obligations established under this Agreement that must survive termination in order to have their customarily intended effect (such as rights and obligations related to Confidentiality, Indemnification, Limitation of Liability and Damages, and Data and Intellectual Property) will so survive.
This Agreement is the complete agreement between the parties in relation to its subject matter, superseding all prior or contemporaneous written or oral contracts or representations. Neither party enters into this Agreement based on any representation not stated herein. This Agreement may only be amended in a writing that references it and states the parties’ intent that it be amended through such writing.
