Subscription Agreement - Innovate A.I. AUTOMATIONS, LLC
Subscription Agreement
This Subscription Agreement (this “Agreement”) contains terms and conditions that govern your purchase of subscriptions to, and use of, the Services (as defined below), and is a contract between Innovate A.I. AUTOMATIONS, LLC, a Ohio corporation (“Innovate A.I. AUTOMATIONS, LLC”), and you or the entity or organization that you represent.
If you are an individual using the Services for your own purposes: (1) all references to “Customer” are to you and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement.
If you are using the Services on behalf of an entity or organization that you represent: (1) all references to “Customer” are to that entity or organization and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement on behalf of Customer.
This Agreement becomes binding and effective on Customer upon the earliest of: (1) when you access or use the Services, (2) when you click an “I Accept,” “Sign up” or similar button or check box referencing this Agreement, or (3) when you enter into an Order (as defined below) with Innovate A.I. AUTOMATIONS, LLC.
1. Orders. This Agreement sets forth the terms pursuant to which Customer may access and use Innovate A.I. AUTOMATIONS, LLC’s Services in connection with one or more Orders. Subject to the terms of an Order, the Services will support Customer’s operation of a digital customer loyalty program for the Customer’s business (collectively, but exclusive of the subscribed Services, “Customer’s Environment”).
2. Access and Use. 2.1. Subject to the applicable Order and this Agreement, Innovate A.I. AUTOMATIONS, LLC hereby grants to Customer the right to access and use the Services in accordance with the Documentation during the Order Term for Customer’s Environment.
2.2. All rights granted by each Party to the other under this Section 2 are limited, nonexclusive and, except as otherwise provided in this Agreement, non-transferable.
3. Availability. Innovate A.I. AUTOMATIONS, LLC commits to make the Services Available at least 99.8% of the time, exclusive of any time the Services are not Available as a result of one or more Exceptions (the “Availability Standard”). If the actual Availability of the Services is less than the Availability Standard in any two consecutive months, Customer may terminate the applicable Order in the calendar month following such two-month period upon written notice to Innovate A.I. AUTOMATIONS, LLC. In the event of such termination, Innovate A.I. AUTOMATIONS, LLC will issue Customer a Pro-Rated Refund (as defined in Section 14.4).
4. Support. Subject to this Agreement, Innovate A.I. AUTOMATIONS, LLC will provide Support to Authorized Users through email. Although resolution times are not guaranteed, Innovate A.I. AUTOMATIONS, LLC commits to respond to each request for Support from an Authorized User (each, a “Support Request”) within 48 hours. Customer’s sole and exclusive remedy for any alleged failure by Innovate A.I. AUTOMATIONS, LLC to provide Support with reasonable skill, care and diligence following a Support Request shall be re-performance of the applicable Support.
5. Security and Privacy. 5.1. Each Party has obligations with respect to the security of the Services and Customer Data. Taking into account the nature and types of Customer Data, Innovate A.I. AUTOMATIONS, LLC will employ administrative, physical and technical measures in accordance with applicable industry practice to protect the Services and prevent the accidental loss or unauthorized access, use, alteration or disclosure of Customer Data under its control during each Order Term.
5.2. Customer is responsible for properly configuring the Services in accordance with the Documentation, enabling single sign-on for Customer’s accounts, and securing access passwords, keys, tokens or other credentials used by Customer in connection with the Services (collectively, “Customer Credentials”). Customer agrees to use reasonable efforts to prevent unauthorized access or use of the Services and to promptly notify Innovate A.I. AUTOMATIONS, LLC if Customer believes (a) any Customer Credentials have been lost, stolen or made available to an unauthorized third party or (b) an unauthorized third party has accessed the Services or Customer Data.
5.3. Except for limited Personal Information in Account Data, Innovate A.I. AUTOMATIONS, LLC does not require Personal Information for Customer’s access and use of the Services. Customer shall limit Personal Information in Account Data to only that necessary for the creation and administration of its Innovate A.I. AUTOMATIONS, LLC account. With regard to Customer Data, Customer shall not use the Services to Process any Sensitive Information and shall use reasonable efforts to restrict the inclusion of other Personal Information in Customer Data. The Documentation provides further information on both filtering Personal Information from, and masking Personal Information in, data before they are submitted to the Services.
5.4. Innovate A.I. AUTOMATIONS, LLC may Process information about Customer’s configuration and use of the Services (“Usage Data”), Customer Data and Account Data: (a) to manage Customer’s account; (b) to provide and improve the Services and Support, including to address Support Requests and troubleshoot other issues; and (c) to provide Customer and Authorized Users insights, service and feature announcements and other reporting. Innovate A.I. AUTOMATIONS, LLC may also Process Usage Data that has been aggregated and/or anonymized (including, for clarity, that does not allow a third party to identify Customer as the source of the information): (i) to develop new services and features and (ii) to promote Innovate A.I. AUTOMATIONS, LLC’s services, including, for example, through analyses of patterns and trends. Innovate A.I. AUTOMATIONS, LLC’s Processing of Usage Data, Customer Data and Account Data shall at all times be subject to Innovate A.I. AUTOMATIONS, LLC’s obligations under this Agreement, including those of security under Section 5.1 and confidentiality under Section 11; the DPA (as defined in Section 7.1), if applicable; and, with respect to Account Data, the Privacy Policy.
This Subscription Agreement (this “Agreement”) contains terms and conditions that govern your purchase of subscriptions to, and use of, the Services (as defined below), and is a contract between Innovate A.I. AUTOMATIONS, LLC, a Ohio corporation (“Innovate A.I. AUTOMATIONS, LLC”), and you or the entity or organization that you represent.
If you are an individual using the Services for your own purposes: (1) all references to “Customer” are to you and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement.
If you are using the Services on behalf of an entity or organization that you represent: (1) all references to “Customer” are to that entity or organization and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement on behalf of Customer.
This Agreement becomes binding and effective on Customer upon the earliest of: (1) when you access or use the Services, (2) when you click an “I Accept,” “Sign up” or similar button or check box referencing this Agreement, or (3) when you enter into an Order (as defined below) with Innovate A.I. AUTOMATIONS, LLC.
1. Orders. This Agreement sets forth the terms pursuant to which Customer may access and use Innovate A.I. AUTOMATIONS, LLC’s Services in connection with one or more Orders. Subject to the terms of an Order, the Services will support Customer’s operation of a digital customer loyalty program for the Customer’s business (collectively, but exclusive of the subscribed Services, “Customer’s Environment”).
2. Access and Use. 2.1. Subject to the applicable Order and this Agreement, Innovate A.I. AUTOMATIONS, LLC hereby grants to Customer the right to access and use the Services in accordance with the Documentation during the Order Term for Customer’s Environment.
2.2. All rights granted by each Party to the other under this Section 2 are limited, nonexclusive and, except as otherwise provided in this Agreement, non-transferable.
3. Availability. Innovate A.I. AUTOMATIONS, LLC commits to make the Services Available at least 99.8% of the time, exclusive of any time the Services are not Available as a result of one or more Exceptions (the “Availability Standard”). If the actual Availability of the Services is less than the Availability Standard in any two consecutive months, Customer may terminate the applicable Order in the calendar month following such two-month period upon written notice to Innovate A.I. AUTOMATIONS, LLC. In the event of such termination, Innovate A.I. AUTOMATIONS, LLC will issue Customer a Pro-Rated Refund (as defined in Section 14.4).
4. Support. Subject to this Agreement, Innovate A.I. AUTOMATIONS, LLC will provide Support to Authorized Users through email. Although resolution times are not guaranteed, Innovate A.I. AUTOMATIONS, LLC commits to respond to each request for Support from an Authorized User (each, a “Support Request”) within 48 hours. Customer’s sole and exclusive remedy for any alleged failure by Innovate A.I. AUTOMATIONS, LLC to provide Support with reasonable skill, care and diligence following a Support Request shall be re-performance of the applicable Support.
5. Security and Privacy. 5.1. Each Party has obligations with respect to the security of the Services and Customer Data. Taking into account the nature and types of Customer Data, Innovate A.I. AUTOMATIONS, LLC will employ administrative, physical and technical measures in accordance with applicable industry practice to protect the Services and prevent the accidental loss or unauthorized access, use, alteration or disclosure of Customer Data under its control during each Order Term.
5.2. Customer is responsible for properly configuring the Services in accordance with the Documentation, enabling single sign-on for Customer’s accounts, and securing access passwords, keys, tokens or other credentials used by Customer in connection with the Services (collectively, “Customer Credentials”). Customer agrees to use reasonable efforts to prevent unauthorized access or use of the Services and to promptly notify Innovate A.I. AUTOMATIONS, LLC if Customer believes (a) any Customer Credentials have been lost, stolen or made available to an unauthorized third party or (b) an unauthorized third party has accessed the Services or Customer Data.
5.3. Except for limited Personal Information in Account Data, Innovate A.I. AUTOMATIONS, LLC does not require Personal Information for Customer’s access and use of the Services. Customer shall limit Personal Information in Account Data to only that necessary for the creation and administration of its Innovate A.I. AUTOMATIONS, LLC account. With regard to Customer Data, Customer shall not use the Services to Process any Sensitive Information and shall use reasonable efforts to restrict the inclusion of other Personal Information in Customer Data. The Documentation provides further information on both filtering Personal Information from, and masking Personal Information in, data before they are submitted to the Services.
5.4. Innovate A.I. AUTOMATIONS, LLC may Process information about Customer’s configuration and use of the Services (“Usage Data”), Customer Data and Account Data: (a) to manage Customer’s account; (b) to provide and improve the Services and Support, including to address Support Requests and troubleshoot other issues; and (c) to provide Customer and Authorized Users insights, service and feature announcements and other reporting. Innovate A.I. AUTOMATIONS, LLC may also Process Usage Data that has been aggregated and/or anonymized (including, for clarity, that does not allow a third party to identify Customer as the source of the information): (i) to develop new services and features and (ii) to promote Innovate A.I. AUTOMATIONS, LLC’s services, including, for example, through analyses of patterns and trends. Innovate A.I. AUTOMATIONS, LLC’s Processing of Usage Data, Customer Data and Account Data shall at all times be subject to Innovate A.I. AUTOMATIONS, LLC’s obligations under this Agreement, including those of security under Section 5.1 and confidentiality under Section 11; the DPA (as defined in Section 7.1), if applicable; and, with respect to Account Data, the Privacy Policy.