(1) (i) Each User will be assigned a unique user identification name and password (“User ID”) for access to and use of the Services; and (ii) User IDs are intended for use by the designated Users only and cannot be shared. Customer agrees to provide accurate, current and complete account and User information. Customer is responsible for ensuring the security and confidentiality of all User IDs assigned to Customer and its Users. As a part of the Service, Users are given the ability to add other Users to their accounts and enable other Users to access or modify Customer Property included in such account. Customer is solely responsible for managing which Users have access to such Customer Property and for any actions taken by such Users with respect to Customer’s account and Customer Property.
(2) Ivy is not responsible for the content submitted by Customer or its Users to the Service (“Content”). Customer is solely responsible for the Content and for all activity that occurs under its account. Customer and its Users may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, Content that is: (i) unlawful or promoting unlawful activity; (ii) defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups; (iii) spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (v) infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights; (vi) impersonating any person or entity including Ivy and its employees or representatives; (vii) violating the privacy of any third person; (viii) false; or (ix) sexual, religious or political in nature. The Company reserves the right, but does not have any obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Agreement, and to refuse or remove such Content. Ivy further reserves the right to make formatting changes, edits and otherwise modify any Content. Ivy can also limit or revoke the use of the Service if Customer or any User posts such objectionable Content. As Ivy cannot control all content posted by users and/or third parties on the Service, Customer agrees to use the Service at its own risk. Customer acknowledges, on behalf of itself and its Users, that by using the Service Users may be exposed to content that they may find offensive, indecent, incorrect or objectionable, and under no circumstances shall Ivy be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of Customer’s or any User’s use of any content.
(3) Except for uses that are expressly permitted by Ivy (for example, in the Documentation), Customer will not, and will ensure that Users do not: (i) sell, resell, rent, lease, or otherwise distribute any portion of the Service; (ii) use the Services other than in accordance with the Documentation or in a manner that interferes with, unduly burdens, or disrupts the integrity, performance, or availability of the Service (for example, by conducting load tests or penetration tests without Ivy’s prior written consent); (iii) attempt to gain unauthorized access to the Services or to Ivy’s or its third party suppliers’ related systems or networks; (iv) access any portion of the Services for the purpose of building a similar or competitive product or service, or monitor the Services for any benchmarking or competitive purpose; (v) introduce, disseminate, or otherwise enable any viruses, Trojan horses, spyware, worms, malware, spam, or malicious code using the Service; (vi) copy, modify, translate, or create a derivative work of any Ivy Property; (vii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems included in the Ivy Property (except to the extent such restrictions are contrary to applicable law); (viii) except for contact information consisting of first name, last name, IP address and email address for which Customer has obtained necessary rights of access and use from the individual, Customer agrees not to submit other Personal Data or any sensitive personal information (including government issued identification numbers, financial account information, payment card information, and personal health information) to the Services; (ix) mislead any person that the Output from the Services was human generated; (x) use the Services to generate spam, content for dissemination in electoral campaigns, content that encourages violence, terrorism, or other serious harm or (xi) alter, remove or violate any copyright or other intellectual property notice appearing in connection with the Services. Customer may not access the Services if it is a direct competitor of Ivy, except with Ivy’s prior written consent.
(4) Customer shall use the Authorized APIs in accordance with the Documentation, and will promptly correct any usage of Authorized APIs that does not comply with the Documentation. Authentication Keys must be restricted to use by authorized personnel of Customer who have a need to use it for purposes of integrating the Services with other web applications. Customer is solely responsible for maintaining the security of all Authentication Keys and for all activities that occur using any Authentication Key issued to Customer and must promptly notify Ivy of any unauthorized use. The Authentication Keys are the property of Ivy and may be revoked by Ivy in connection with any permitted suspension of Customer’s right to use an Authorized API.
(5) A high-speed Internet connection is required for proper transmission of the Services. Customer is responsible for procuring and maintaining the network connections that connect Customer’s network to the Services, including, but not limited to, “browser” software that supports protocols used by Ivy, including Secure Socket Layer (SSL) protocol or other protocols accepted by Ivy, and to follow procedures for accessing services that support such protocols. Ivy is not responsible for notifying Customer or its Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Customer Property, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Ivy. Ivy assumes no responsibility for the reliability or performance of any connections as described in this section.
(6) Ivy will process and investigate proper notices of alleged copyright or other intellectual property infringement related to material submitted through Customer’s account, and will respond appropriately, following the guidelines of the Online Copyright Infringement Liability Limitation Act and other applicable intellectual property laws.
(7) Ivy reserves the right to monitor the use of the Services for security and operational purposes and make modifications to the features and functionality of the Services during the Subscription Term. Ivy may immediately suspend or throttle access to the Services if (i) Ivy reasonably believes that a User or Customer is in breach of this Agreement; (ii) a User or Customer engages in excessive utilization of the Services which affects, or could reasonably likely (in Ivy’s opinion) affect, system availability or performance, or (iii) if Ivy in good faith suspects that any third party has gained unauthorized access to the Services using a credential issued by Ivy to Customer or its Users. In addition, Ivy may temporarily suspend access to the Services during planned downtime for upgrades and maintenance (of which Ivy will use commercially reasonable efforts to provide Users notice in accordance with paragraph 9 below). Ivy shall not be liable to Customer, any Users or any other third party for any such modification, suspension or discontinuation of Customer’s rights to access and use the Services.
(8) Artificial intelligence and machine learning models can improve over time to better address specific use cases. Customer agrees and instructs that as part of providing and maintaining the Services, Ivy may use Customer Property to develop and improve the Services. This improvement may involve sending select portions of Customer Property to third party contractors (subject to confidentiality and security obligations which are substantially consistent with those set forth in this Agreement) solely for the purpose of providing data annotation services to Ivy and its third party service providers in connection with Ivy’s operation of the Services, with Ivy being responsible for all actions and omissions of such contractors. For the avoidance of doubt, the Customer Property will not be used except as described in this paragraph or Section 4(c) of the Agreement. In addition, Customer acknowledges that due to the nature of machine learning, the Output may not be unique and the Services may generate the same or similar output for Ivy or a third party.
(9) Ivy may use data concerning Customer’s or its Users’ use of the Services in an aggregated and anonymous manner (“Usage Information”), including but not limited to compiling statistical and performance information related to the operation of the Services and Customer’s and its Users’ inputs to the Service which are used to train the artificial intelligence models utilized by the Services. Ivy shall have the right to use Customer Property to improve the Service and to develop additional offerings. The foregoing shall not limit, in any way, Ivy’s confidentiality obligations as set forth in Section 6 of the Agreement. Customer agrees that Ivy may make such information publicly available, provided that (i) such information does not incorporate any Customer Property and (ii) such use does not identify Customer or any Users either directly or indirectly. Ivy retains all intellectual property rights in Usage Information.
(12) Customer acknowledges that the Services utilize services provided to Ivy by OpenAI, LLC (“OpenAI”), which are governed by, among other things, OpenAI’s Usage Guidelines, Sharing & Publication Policy, Community Guidelines, and Content Policy (collectively, the OpenAI Policies). Customer shall not use the Services in a manner which shall cause Ivy to be in violation of any OpenAI Policy. In addition, Customer shall comply with Ivy’s Fair Use Policy and is otherwise prohibited from engaging in abnormally high usage. For any illegal activity of sharing login details of your account with others, Customer’s account may be blocked or permanently deleted without any notice. No claim of any sort in this regard will be accepted and no refunds will be issued. By using the Services, Customer acknowledges and agrees that any claims/disputes in this regard raised by Customer or by its bank will be automatically rejected.