Terms and Conditions
IMPORTANT-READ THESE TERMS OF SERVICES(THESE "TERMS") CAREFULLY BEFORE CONTINUING REGISTRATION. BY USING OUR SOFTWARE AND/OR ENTERING A SIGNED AGREEMENT WITHNamely AI, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND, IN SUCH EVENT, "YOU" AND "YOUR" AS USED IN THESE TERMS SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THESE TERMS, YOU MUST NOT SELECT THE "I ACCEPT" BUTTON AND MAY NOT USE THE SERVICES.
I. AGREEMENT DEFINITIONS
II. APPLICABILITY OF TERMS
These Terms are valid for the subscription document which these Terms accompany.
III. LICENSE AND RIGHTS GRANTED
UponNamely AI's acceptance of your order, and subject to and conditioned on your payment of any and all fees and compliance with all other terms and conditions of these Terms, and for the duration of the services term as defined in the subscription document, Namely AI hereby grants you a nonexclusive, non-assignable, royalty-free, worldwide limited license to use the services, including the Namely AI Programs and program documentation, solely for your internal business operations. You may allow your users to use the Namely AI Programs and program documentation for this purpose and you are responsible for your users’ compliance with these Terms. The services are provided as described in, and subject to, the services policies referenced in the subscription document. You acknowledge that Namely AI has no delivery obligation and will not ship copies of the Namely AI programs to you as part of the services.You agree that you do not acquire under the agreement any license to use the Namely AI programs specified in the subscription document in excess of the scope and/or duration of the services. Upon the end of the services thereunder, your right to access or use the Namely AI programs specified in the subscription document and the services shall terminate.
IV. OWNERSHIP AND RESTRICTIONS
Namely AI reserves the right to store your data as well as your customer's data indefinitely unless Namely AI otherwise receives a request to delete such information as further described in the privacy policies. By using the services, you agree and acknowledge that (i) you agree to the terms and provisions of the privacy policies; (ii) you do not own your customers' data, whether or not all, or parts, of such data pertains to transactions with you; (iii) Namely AI has no obligation to remove any data concerning any of your customers unless any such customer makes a written request to Namely AI requesting the removal of any personally identifying information fromNamely AI's database; and (iv) your customers' data involving transactions with you shall be retained by Namely AI indefinitely. Without limiting the generality of the foregoing, you hereby grant Namely AI the perpetual, non-exclusive, royalty-free right and license to use your data in support of the Namely AI services. In addition, you hereby grant toNamely AI, and toNamely AI's third-party providers and partners, the perpetual, irrevocable, worldwide, non-exclusive, royalty-free right and license to copy, distribute, add to, subtract from, and otherwise use and exploit non-personal data of yours and of your customers, including non-personal transaction data generated by your customers and your business locations, for any purpose whatsoever. Namely AI or its licensors retain all ownership and intellectual property rights to the services and Namely AI programs. Namely AI retains all ownership and intellectual property rights to anything developed and delivered under the subscription document. Third-party technology that may be appropriate or necessary for use with some Namely AI programs is specified in the program documentation or subscription document as applicable. Your right to use third-party technology is governed by the terms of the third-party technology license agreement specified by Namely AI and not by these Terms. You may not:
● remove or modify any program markings or any notice ofNamely AI's or its licensors' proprietary rights;
● make the programs or materials resulting from the services available in any manner to any third party for use in the third party's business operations (unless such access is expressly permitted for the specific program license or materials from the services you have acquired); ● modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the services in order to build or support, and/or assist a third-party in building or supporting, products or services competitive toNamely AI;
● disclose results of any services or program benchmark tests withoutNamely AI's prior written consent; and
● license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the services, Namely AI programs or materials available, to any third party other than, as expressly permitted under these Terms.
The rights granted to you under these Terms are also conditioned on the following:
● the rights of any user licensed to use the services cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user, in which case the prior authorized user shall no longer have any right to access or use the license);
● except as expressly provided herein, no part of the services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and
● you agree to make every reasonable effort to prevent unauthorized third parties from accessing the services.
V. LIMITED WARRANTY
THE SERVICES, ANY HARDWARE, AND ALL SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE FURTHER DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
VI. REPRESENTATIONS AND WARRANTIES
BY SUBSCRIBING FOR THE PREPAID SERVICES OFFERED BYNamely AI, YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THAT Namely AI HAS NOT AND WILL NOT PROVIDE ANY LEGAL COUNSEL TO YOU AS TO THE PERMISSIBILITY AND LEGALITY OF THE SERVICES IN YOUR STATE OR ELSEWHERE AND FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND THAT IT IS YOUR EXCLUSIVE RESPONSIBILITY TO INQUIRE AS TO THE PERMISSIBILITY AND LEGALITY OF THE SERVICES IN YOUR STATE OR ELSEWHERE.
If a third party makes a claim against either you or Namely AI ("Recipient" which may refer to you or Namely AI depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, or material ("Material") furnished by either you or Namely AI ("Provider" which may refer to you or Namely AI depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:
● notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);
● gives the Provider sole control of the defense and any settlement negotiations; and
● gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.
If the Provider believes or it is determined that any of the Material may have violated a third party's intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affectsNamely AI's ability to meet its obligations under the relevant order, then Namely AI may, at its option and upon 30 days prior written notice, terminate the order. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider's user documentation or services policies or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by the Provider, or (ii) any Material from a third party portal or other external source that is accessible to you within or from the service (e.g., a third party Web page accessed via a hyperlink). Namely AI will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided byNamely AI. Namely AI will not indemnify you for infringement caused by your actions against any third party if the services as delivered to you and used in accordance with these Terms would not otherwise infringe any third party intellectual property rights. Namely AI will not indemnify you for any infringement claim that is based on: (1) a patent that you were made aware of prior to the effective date of the agreement (pursuant to a claim, demand, or notice); or (2) your actions prior to the effective date of the agreement. This section provides the parties' exclusive remedy for any infringement claims or damages.
VIII. SUPPORT SERVICES
Support services provided under the agreement are specified in the services policies referenced in the subscription document.
IX. TERMINATION OF SERVICES
Services provided under the agreement shall be provided for the period defined in the subscription document unless earlier terminated in accordance with these Terms. The term of the services and any renewal years are collectively defined as the "services term". At the end of the services term, all rights to access or use the services, including the Namely AI programs listed in the subscription document, shall end. If either party breaches a material term of the agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the applicable subscription document under which the breach occurred. If Namely AI ends the subscription document as specified in the preceding sentence, you must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for the services ordered under the subscription document plus related taxes and expenses. If Namely AI ends the services under the Indemnification section, you must pay within 30 days all amounts remaining unpaid for services plus related taxes and expenses. The non-breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under the agreement, you may not use the services ordered. In addition, Namely AI may immediately suspend your password, account, and access to or use of the services (i) if you fail to pay Namely AI as required under the agreement and do not cure within the first ten days of the 30 day cure period, or (ii) if you violate any provision within sections III, IV, XIV or XVIII of the agreement. Sameda may terminate the services hereunder if any of the foregoing is not cured within 30 days after Namely AI's initial notice thereof. Any suspension by Namely AI of the services under this paragraph shall not excuse you from your obligation to make payment(s) under the agreement. You agree and acknowledge that Namely AI may store your data indefinitely, that data related to transaction and payment history is owned jointly by you and your respective customers, and that the personal identifying information of your customers is owned exclusively by your respective customers. Provisions that survive termination or expiration of the agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.