Commercial Terms of Service Supplement
This Commercial Terms of Service Supplement (the “Supplement“) is an agreement between i-Genie.ai, Inc. (“i-Genie.ai” or “i-Genie”) and you or the organization, company, or other entity that you represent (“Customer“). They supplement the i-Genie Website Terms of Use found at https://www.i-Genie.ai/website-terms/ (the “Terms of Service”). Terms with initial capital letters used herein without definition will have the meanings given them in the Terms of Service. In the event of any conflict between the provisions of this Supplement and the Terms of Service, the provisions of this Supplement will govern. They, together with the Terms of Service (the combined Terms of Services and Supplement are referred to herein as the “Supplemented Terms”), will govern Customer’s use of the i-Genie.ai Website and any other i-Genie.ai offerings that references this Supplement, as well as all related i-Genie.ai tools, documentation and services (the “Services“). This Supplement is effective on the date Customer signs a Statement of Work that references the Terms of Service as supplemented by this Supplement [and the date that Customer first accesses the Services] (“Effective Date“).
Please note: You may not agree to this Supplement on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. Services under this Supplement are not for consumer use.
A. Services
A.1. Overview. Subject to and conditioned on Customer’s compliance with the Supplemented Terms, i-Genie hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the term of Customer’s subscription in connection with Customer’s business, including in operation with other software, hardware, systems, networks, and services, including for submitting Your Content to and receiving responses generated by the Services to inputs of Your Content (“Outputs”) (Your Content and Outputs together are “Customer Content”) from the i-Genie Materials and otherwise processing Your Content solely for Customer’s internal business operations, as well as any commercial use, including the right to license, distribute, sell, and otherwise exploit Outputs in Customer’s commercial products and services and to procure Outputs for commercial purposes, all in accordance with the Supplemented Terms.
A.2. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in the Supplemented Terms.
A.3 Reservation of Rights. i-Genie reserves all rights not expressly granted to Customer in the Supplemented Terms. Except for the limited rights and licenses expressly granted under the Supplemented Terms, i-Genie does not grant, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the i-Genie Materials.
[A.4 Aggregated Statistics. Notwithstanding anything to the contrary in the Supplemented Terms, i-Genie may monitor Customer’s use of the Services and collect and use technical information and metrics about Customer’s access to or use of the i-Genie Materials, such as end user profile-, visit-, session-, impression-, click through-, or click stream-data, in an aggregate and anonymized manner to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). For the avoidance of doubt, Aggregated Statistics shall be aggregated and anonymized and shall not identify Customer or its confidential information or Outputs. Subject to the terms and conditions of the Supplemented Terms, Customer hereby grants i-Genie a perpetual, irrevocable, royalty-free, fully-paid up, non-exclusive license to to compile Aggregated Statistics and to use Aggregated Statistics solely for its internal business purposes.
B. Customer Content
As between the parties and to the extent permitted by applicable law, i-Genie.ai agrees that Customer (a) retains all rights to the Customer Content. i-Genie.ai disclaims any rights it receives to the Customer Content under these Terms. Subject to Customer’s compliance with these Terms, i-Genie.ai hereby assigns to Customer its right, title and interest (if any) in and to Outputs. i-Genie.ai may not train models on Customer Content from Services.
C. Restrictions
C.1. Compliance. Each party will comply with all laws applicable to the provision (for i-Genie.ai) and use (for Customer) of the Services, including any applicable data privacy laws.
C.2. Limitations of Outputs; Notice to Users. It is Customer’s responsibility to evaluate whether Outputs are appropriate for Customer’s use case, including where human review is appropriate, before using or sharing Outputs. Customer further acknowledges that Outputs may contain content inconsistent with i-Genie.ai’s views.
C.3. Service Account. Customer is responsible for all activity under its account. Customer will promptly notify i-Genie.ai if Customer believes the account it uses to access the Services has been compromised, or is subject to a denial of service or similar malicious attack that may negatively impact the Services.
D. Disputes
D.1. Disputes. In the event of a dispute, claim or controversy relating to the Supplemented Terms (“Dispute“), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party (“Dispute Notice“). The other party will respond to the Dispute Notice in a timely manner. If the parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated in Section D.2 (Arbitration).
D.2. Arbitration. Any Dispute will be determined in English by final, binding arbitration according to the region-specific processes below. Judgment on any award issued through the arbitration process in this Section D.2 (Arbitration) may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.
D.3. Disputes will be determined by a sole arbitrator in Atlanta, Georgia pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc.
D.3. Equitable Relief. This Section D (Disputes) does not limit either party from seeking equitable relief.
E. Warranties and Limits on Liability
E.1. Warranties. Each party represents and warrants that (a) it is authorized to enter into these Supplemented Terms; and (b) entering into and performing these Supplemented Terms will not violate any of its corporate rules, if applicable. Customer further represents and warrants that it has all rights and permissions required to submit Your Content to the Services.
E.2. Disclaimer of Warranties. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW (A) THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND; AND (B) I-GENIE.AI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THIRD-PARTY INTERFACES. I-GENIE.AI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE. I-GENIE.AI DOES NOT WARRANT, AND DISCLAIMS THAT, THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE OR ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED. REFERENCES TO A THIRD PARTY IN THE OUTPUTS MAY NOT MEAN THEY ENDORSE OR ARE OTHERWISE WORKING WITH I-GENIE.AI.
F. Miscellaneous
F.1. Customer agrees to receive electronic communications from i-Genie.ai based on Customer’s use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services or Customer’s management dashboard, or posted on i-Genie.ai’s website.
F.2. Amendment and Modification. i-Genie.ai may update this Supplement at any time, to be effective 30 days after the updates are posted by i-Genie.ai or Customer otherwise receives notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or notice. Changes will not apply retroactively. No other amendment to or modification of this Supplement is effective unless it is in writing and signed by both parties. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.
F.3. Severability. If a provision of this Supplement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties’ original intent as closely as possible.
F.4. Interpretation. The Supplemented Terms will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases “for example” or “including” or “or” are not limiting.
F.5. Governing Law. The Supplemented Terms are governed by and construed in accordance with the Governing Law specified in Section 11.2 of the Terms of Service.
F.6. Export and Sanctions. Customer may not export or provide access to the Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the US or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions.
F.7. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
