By signing these Terms of License (the “Terms of License”), or accessing or otherwise using DRUID Platform and/or any of the Chatbots, Customer agrees to the terms and conditions of these Terms of License.
“Access” means the right to connect to DRUID Platform and the Contracted Chatbot/s, which the Customer acquires with the sole purpose of transmitting it to the Users in order to use DRUID Platform and the Contracted Chatbot/s, by accessing the Account dedicated to each User separately;
“Account” means the space allocated to the Customer authorized Users that will have Access to DRUID Platform, including both administrator accounts and user accounts;
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party where control means control of greater than 50% of the voting rights or equity interests of a party;
“Chatbot” represents a piece of software integrated in DRUID Platform that conducts a conversation via auditory or textual methods and which behaves like a human conversational partner. Chatbots are typically used in dialog systems for various practical purposes including customer service or information acquisition and they are divided in several categories depending on the purpose for which they were created (HR, finance, sales, etc.). DRUID Chatbots use natural language processing systems and connect with enterprise systems;
“Claim” means a claim, action, or legal proceeding filed against the Customer as a direct result of DRUID’s breach of its obligations under the Terms of License;
“Contracted Chatbot/Chatbots” means the Chatbot/s for which the Customer acquired a License/Licenses from DRUID or from DRUID Partner;
“Customer” means the entity signing these Terms of License, or otherwise accepting these terms or using the DRUID Platform and Contracted Chatbot/s based on a License/Licenses; the use of Druid Platform will imply the adherence of the Customer to the Terms of Licenses;
“Customer Data” means any information, data, works and materials that are: (i) uploaded, stored or transacted, through DRUID Platform by or on behalf of Customer from its internal data stores or other sources not supplied by DRUID or DRUID Partner; (ii) supplied by the Customer to DRUID or DRUID Partner for uploading to, transmission by or storage on DRUID Platform; or (iii) generated by DRUID Platform as a result of the use of DRUID Platform and the Contracted Chatbots by the Customer and its clients (but excluding analytics data relating to the use of DRUID Platform and server log files);
“Derivative Works” means any programs, software products, artefacts, charts or workflow diagrams created for the Customer, with the prior approval of DRUID as mentioned in an executed Purchase Order, using DRUID Platform or based on (or derived from) a component of DRUID Platform, including any Customer Data and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this Agreement, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of DRUID Platform and derivative works thereof;
“Developed Works” represents all works (including software and peripherals, design, development, documentation, whether or not they can be patented or registered under the laws on reproduction rights, trademarks or other applicable laws or subject to similar protection) resulting in specifically and exclusively from the execution of the services performed by DRUID under the Agreement, as detailed in the Purchase Orders, which are created for the Customer based on specific requirements, specifications, know-how, industrial and commercial secrets of the Customer and other IP’s owned by the Customer and/or DRUID. Developed Works do not include DRUID's Works, Third Party Materials, tools required for the development, maintenance or implementation of the deliverables/services and/or any items specifically excluded from the Agreement;
“Documentation” means the manuals and other technical and functional documentation, embedded in the UI of the Platform or external sources such as wiki pages, forums, blogs relating to DRUID Platform (e.g. the guide and technical documentation of DRUID Platform (including subsequent updates), user instructions, user manuals, help files, written examples, release notes, marketing materials, video tutorials and any other material that present DRUID Platform or similar DRUID documentation);
“DRUID” means: (a) DRUID AI Incorporated, having its principal place of business in Delaware, United States when Customer’s billing entity is located in North America (meaning United States and its territories, Canada or Mexico); or, as the case may be (b) DRUID SA with its headquarters in Ploiesti, Romania, when Customer’s billing entity is located outside North America;
”DRUID Partner” means any third party that DRUID has contracted with for the sale of the following rights to any potential client: (i) granting Access and right to use DRUID Platform; and (ii) granting the right to use Chatbots contracted by customers, rights that can be exercised for the agreed duration, in any case, without exceeding the term of the contract concluded by DRUID and DRUID Partner;
“DRUID Platform” means the authoring platform belonging to and managed by DRUID, enabling the development and deployment of, and providing backend support for software applications (commonly referred to as “Chatbots”) which can conduct conversations via textual methods. DRUID Platform includes DRUID’s Works and may include third party materials but does not contain any Derivative Works;
“DRUID’s Work” represents the pre-existing works or developed by DRUID, integrated in DRUID Platform and that may be used by the Customer, based on Licenses, described in the Terms of License;
“External Users” means the clients of the Customer that the Customer authorized to use Contracted Chatbots exclusively in order to have access to the Customer products and/or services;
“Licenses” means the terms and conditions for use of DRUID Platform and the Contracted Chatbots, as described in these Terms of License, including but not limited to clause 2 herein, and applicable Purchase Orders, specifically consisting of the following rights of use for the Customer:
(i) the right to use of the DRUID Platform (Platform License); and
(ii) the right to use the Contracted Chatbots (Chatbot License) for the duration of the Licenses Terms;
“Licenses Terms” means the duration of each of the Licenses as specified in the Purchase Order, or any shorter term occurring due to the termination of the Terms of License or Purchase Order
“Licenses Fee(s)” means the fees payable by the Customer or DRUID Partner for the DRUID Licenses as well as for the performance of the Maintenance Services by DRUID;
”License Key” means an electronic activation key, with a limited duration, as provided in the Purchase Order that authorizes the use of the DRUID Platform for which the Customer acquired a Platform License, based on a Purchase Order;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in computer software, database rights, confidential information trade secrets, know-how, business names, service marks, passing off rights, unfair competition rights, utility models, semi-conductor topography rights and rights in designs) and any other intellectual property rights or rights of a similar nature;
”Internal Users” means the employees of the Customer that the Customer authorized to use the DRUID Platform and Contracted Chatbots in the name and on behalf of the Customer;
“Maintenance Services” consists in making available to the Customer of the new versions that might be created by DRUID for the DRUID Platform and that are used according to these Terms of License and Purchase Orders;
“Personal Data” means any information which would qualify as "personal data" within the meaning of the Regulation (EU) 2016/679 and any other applicable regulations;
”Purchase Order” means the order form or other written document for DRUID Platform’s and Chatbot/s’ Licenses that is executed between DRUID and Customer or that is executed between a DRUID Partner and the Customer;
”Tenant” means a space in DRUID Platform dedicated and made available to the Customer by DRUID;
“Terms of License” means these Terms of License, including their amendments, and any other terms referenced in this document;
“Upgrade” means a major version upgrade of DRUID Platform;
“Update” means a hotfix or minor version update to DRUID Platform software, including new functionalities, new versions of DRUID Platform, existing functionality extensions, new modules, new connectors and support for new platforms;
“Users” means the Internal and External Users that are entitled to use DRUID Platform and the Contracted Chatbots in compliance with the Terms of License and the Purchase Orders.
2.1. Grant of Licenses. In consideration for payment of the Licenses Fees and following the execution of a Purchase Order in this respect, the Customer is granted with a limited, non-exclusive, non-transferable, personal (i.e. that can be used only for internal purposes), revocable License, based on which the Customer has the right to access and use the DRUID Platform and the Contracted Chatbots, as specified in the Purchase Order during the Licenses Term, in accordance with DRUID’s intended purpose for each of the Licenses as described herein.
The granting of the Licenses is conditioned upon Customer’s compliance with the terms and conditions of these Terms of License and Purchase Orders.
The Customer must not use the Licenses and any services provided by DRUID or DRUID Partner in connection with DRUID Platform or Contracted Chatbots in any way which is in breach of any statute, regulation, law or legal right of any person within the jurisdiction in which the Customer or its personnel or clients are located.
Customer agrees that its purchase of the Licenses is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by DRUID with respect to future functionality or features.
The Customer agrees that DRUID Licenses:
- commence from: (i) the day the Customer is granted Access to DRUID Platform by DRUID, in case of Platform License; and, if the case, (ii) the day of each Contracted Chatbot’s go live, in case of Chatbot License;
- permit the Customer to use the DRUID Platform and Contracted Chatbots in accordance with the normal operating procedures; and
- permit the Customer to provide access and use of DRUID Platform and/or Contracted Chatbots to Users.
2.2. Permitted use. In any case, the use of DRUID Platform and/or the Contracted Chatbots could only be done for processing the information belonging and being strictly for the Customer business purposes and for carrying out its own activity, in compliance with all applicable legal provisions.
2.3. Delivery and installation. DRUID Platform can be hosted: (i) on the Azure platform (in Cloud); (ii) on Customer’s premises (on prem) or it may be (iii) a hybrid deployment where certain components of DRUID Platform are installed in Azure portal and the rest of the components are installed on Customer’s premises. In case of a total or partial installation of the Customer’s premises or Customer’s cloud subscription, the infrastructure, computer hardware on which the application, database, system and server software are installed belong to and are provided by the Customer.
In case of a “cloud installation” DRUID Partner or DRUID shall make available to the Customer the Tenant URL and access will be granted via an activation email to the Tenant’s admin.
On prem deployment implies the installation of DRUID Platform on the Customer’s servers. A deployment on the Customer’s Cloud shall be also deemed an “on prem” installation.
If there is a hybrid deployment, DRUID or DRUID Partner shall install a connector in the Customer network that would allow DRUID Platform to connect to Customer’s software applications.
For hybrid and in cloud deployments, DRUID Platform can be accessed at the following addresses:
- druidplatform.com – for Europe;
- au.druidplatform.com – for Australia;
- us.druidplatform.com – for United States, Canada and Mexico.
Irrespective of the type of deployment, subject to the execution of a Purchase Order in this respect, the Customer will receive a License Key that will enable it to use DRUID Platform for a determined duration.
At the termination or expiration of the Licenses Term and/or the License Key, the Customer shall have no longer Access to DRUID Platform and the Contracted Chatbots and shall allow immediately DRUID or, as the case may be, DRUID Partner, to uninstall DRUID Platform and any connector between DRUID Platform and the Customer’s applications.
2.4. Reserved Rights. DRUID hereby reserves all rights in and to the DRUID Platform, the Chatbots and services not expressly granted herein. Nothing in the Terms of License shall limit in any way DRUID’s right to develop, use, license, create derivative works of, or otherwise exploit DRUID Platform, any of its components, including Chatbots and/or to permit third parties to do so.
2.5. Passwords and accounts. Customer is solely responsible for maintaining the confidentiality of each username and password used for accessing DRUID Platform. Customer is solely responsible for any and all activities that occur under all Accounts. Customer agrees to notify DRUID immediately of any unauthorized use of Users’ Accounts or any other breach of security. DRUID will not be liable for any loss that Customer may incur as a result of someone else using Users’ passwords or Accounts, either with or without the Customer’s knowledge.
2.6. Internet Security. DRUID does not guarantee the security of any information transmitted to or from Customer over the internet, including through the use of e-mail. Access to the internet, if employed, is Customer’s sole responsibility and the responsibility of Customer’s internet provider(s). DRUID does not accept any responsibility for failure of service due to internet facilities, including related telecommunications or equipment.
2.7. Compliance with the Licenses and these Terms of License. Customer shall be responsible for any Users compliance with the Licenses and these Terms of License and, in case of on prem or hybrid deployment, shall be responsible for the Customer Data.
Customer shall not:
- use the DRUID Platform and/or any of the Contracted Chatbots to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
- use the DRUID Platform and/or any of the Contracted Chatbots to store or transmit any malicious code,
- interfere with or disrupt the integrity or performance of the DRUID Platform and/or any of the Chatbots or third-party data contained therein or any systems or networks or violate the regulations, policies or procedures of such networks used with DRUID Platform,
- attempt to gain unauthorized access to DRUID Platform and/or any of Chatbots or its related systems or networks, DRUID data or the data of any other DRUID’s customers, or
- harass or knowingly or intentionally interfere with another DRUID customers’ use and enjoyment of its Licenses. Any conduct by Customer that restricts or inhibits any other DRUID’s customers from using the DRUID Platform and/or any of the Chatbots is expressly prohibited. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the DRUID Platform and/or any of the Chatbots and notify DRUID promptly of any such unauthorized access or use. Customer shall be responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for access to and use of DRUID Platform.
DRUID may appoint its own personnel or an independent third party (or both) to verify that Customer’s use, installation, or deployment of the DRUID Platform and/or any of the Chatbots comply with the terms of these Terms of License and Customer agrees to provide all the required assistance and support during such verification. This inspection will be subject to security requirements and confidentiality.
Upon termination or expiration of any Licenses Term, the License and associated rights for the respective DRUID Platform components will immediately terminate and Customer may not continue to use DRUID Platform and the Contracted Chatbots. The Customer must, at its expense, remove and delete all copies of the DRUID Platform components. Customer understands that some or all the DRUID Platform components, including the Contracted Chatbots, may cease to operate without prior notice upon expiration or termination of the Licenses Term. The Parties agree that, except as otherwise provided under these Terms of License, the Customer will not be entitled to a refund of any fees paid after the delivery of the License Key or any renewal thereof.
3. THIRD-PARTY ACCESS
3.1. Use by third parties. The Customer will not: (i) transfer, sell or alienate to any third party the usage or Access right of any components of DRUID Platform, including Chatbots or any other legal right related to the operation and/or usage of the DRUID Platform; and/or (ii) permit any third party to access the DRUID Platform and/or any of the Chatbots, except as permitted herein.
3.2. Customer Responsibility. If Customer allows any person or entity to operate, use or access the DRUID Platform and/or any of the Contracted Chatbots, Customer is responsible for ensuring that such person or entity complies with the terms of these Terms of License.
3.3. Restrictions. Except as otherwise expressly permitted in these Terms of License and in any case without exceeding the duration of the applicable License Term, the Customer will not (except as expressly allowed in the applicable Purchase Order, if the case), and will not allow any party to:
- copy, modify, adapt, translate, install or otherwise, create derivative works of the Chatbots, any part of DRUID Platform, the Documentation or any software, services, or other technology of third-party vendor(s) or hosting provider(s) that DRUID or its Affiliates engage; for the avoidance of any doubt, only in case DRUID Platform is hosted on prem or in case of a hybrid deployment the Customer may install on its servers one copy of the DRUID Platform with access only to the Contracted Chatbots and keep it installed until the termination or the expiration of the Licenses Term. No other copies of DRUID Platform may be made, accessed, used and/or otherwise installed by the Customer;
- disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover the source code or underlying structure, ideas, or algorithms of any Chatbot and/or any components of DRUID Platform;
- rent, lease, sell, resell, distribute, pledge, assign, distribute, sublicense or otherwise transfer or encumber rights to any Chatbot used under the Licenses and/or DRUID Platform or provide others with Access to the DRUID Platform and/or any of the Contracted Chatbots;
- access the DRUID Platform and/or any of the Chatbots in order to alter, temper, remove or modify any proprietary notices, legends, title, trademark, patent, copyright notices, and/or restricted rights notices or labels on any Chatbot, any components of DRUID Platform and/or Documentation;
- use or access DRUID Platform in a manner that: (i) violates any applicable laws; (ii) violates the rights of any third party; (iii) purports to subject DRUID or its Affiliates to any other obligations; (iv) could be fraudulent; or (v) is not permitted under these Terms of License;
- use any Chatbot, any License and/or DRUID Platform in order to develop, create, test, support and/or market chatbots, platforms or other products or services without DRUID’s prior written consent and subject to the terms and conditions agreed with DRUID;
Besides any other restrictions set forth in these Terms of License or in the applicable law regarding the owner of the usage right of a computer program, the Customer right to perform the following operations are not permitted, unless a written agreement with DRUID is concluded: permanent or temporary reproduction of the DRUID Platform or any part of it, including any Chatbots, entirely or partially, by any means and in any format, including in case the reproduction or creation is caused by the installation, storage, running or execution, displaying or transmitting the computer program on any network and/or translation, adaptation, setting and any other transformation performed on the DRUID Platform or on any part of it, including any Chatbots, integrally or partially, including regarding the source code, as well as reproducing the result of such operations.
3.4. IP Ownership. Except for the rights under the Terms of License, expressly granted herein, all right, title, and interest in and to DRUID Platform and Chatbots, DRUID’s confidential information, DRUID’s technology, Documentation, the content that may be accessed through use of DRUID Platform and all other current or future Intellectual property developed by DRUID or its Affiliates, and all worldwide Intellectual Property Rights in each of the foregoing including, without limitation, Updates, Upgrades, enhancements, new versions, releases, corrections, and other modifications thereto and derivative works thereof, shall belong solely to DRUID or its applicable licensors, whose software products are integrated in or are part of the DRUID Platform.
DRUID shall exclusively own all rights, titles, and interests in and to any suggestions, ideas, enhancement requests, recommendations, know-how or other feedback provided by the Customer relating to any Chatbot and/or DRUID Platform including any of its components.
These Terms of License do not grant permission to use the trade names, the content of DRUID Platform or of any of the Chatbots, trademarks, service marks, or product names of DRUID, except as and within the limits required for reasonable and customary use of DRUID Platform in compliance with the Terms of License and the Purchase Orders.
These Terms of License does not grant the Customer the right to use any copyright, registered marks and/or any such right or property, design or model, plan, formula or secret process, or any information regarding the industrial, commercial or science area experience belonging to DRUID, including, but without limitation to the source code of DRUID Platform and/or of the Chatbots. For avoiding any doubt, the Customer has no right to receive the source code of the DRUID Platform and, unless otherwise provided in the applicable Purchase Order, of any of the Chatbots and it will not make any kind of operation with the purpose or resulting in obtaining it.
The Customer will not transfer to any third party the use right of the DRUID Platform or any other legal right related to the operation and/or usage of the DRUID Platform and/or of any of the Contracted Chatbots.
In any case, the use of the DRUID Platform and of the Contracted Chatbots could only be done for processing the information belonging and being strictly related to the Customer business. Also, the Customer has no right to transfer, sell or alienate in any way the use or access right to the DRUID Platform and/or to any of the Contracted Chatbots.
3.5. Restrictions Validity Term. The Customer’s obligations provided for in this Clause 3 shall remain valid even after the expiry of the Licenses Term, for an unlimited period of time.
4. UPGRADES AND UPDATES
4.1. Maintenance Services include Updates and Upgrades. DRUID schedules new feature releases so as to minimize the effects on its customers and will announce its release schedule in advance. DRUID shall take appropriate measures to ensure that there is no significant operational impact or major deterioration of service during product Upgrades or Updates.
4.2. The performance of Maintenance Services starts on the date when the Access is granted. Thereafter, the Customer may choose to extend the Licenses and benefit of further Maintenance Services. The Customer agrees to cooperate with DRUID and to make available to it the access, resources, materials, personnel, information and approvals that DRUID needs in order for it to be able to provide Maintenance Services.
4.3. Each of DRUID’s releases may incorporate major new features or enhancements that increase the core functionality of DRUID Platform or of certain Chatbots. Release announcements are made by either e-mail to system administrators and/or can also appear on the log-in page in advance of the actual release event. These communications cover the reasons for, and impact of the Upgrades to Users.
4.4. DRUID grants Maintenance Services for DRUID Platform, except for the Derivative Works and Contracted Chatbots (except if otherwise stipulated in the applicable Purchase Order), in accordance with the terms and conditions of the Terms of License, applicable Purchase Orders and of DRUID’s internal policies and procedures. The price of these Maintenance Services is included in the Platform License Fee.
4.5. The Maintenance Services can be renewed as per the terms of these Terms of License and the prices for their renewal will be agreed by the Parties through a separate Purchase Order.
5. THIRD PARTY APPLICATIONS
5.1. DRUID Platform contains components of other software, including open source, which are the property of their respective owners and are licensed under their respective licenses.
5.2. DRUID shall have no obligation to provide any type of services or any kind of support for any customized software or any third-party applications (including ERP applications) not part of DRUID Platform. Further, in the event that any service is deployed in conjunction with any other software products, including, but not limited to, web servers, browsers, third party databases, and operating systems („Third Party Applications”), DRUID shall have no obligation to provide maintenance or any kind of support for these other products, or for ensuring the correct interoperation with these products. Further, DRUID shall not be responsible for providing any kind of support: (i) for problems caused by Customer’s use of or access to the DRUID Platform and/or Contracted Chatbots other than as intended; (ii) for any use in violation of any of the Licenses and/or the Terms of License; or (iii) for any unauthorized modifications made to any of the Contracted Chatbots and/or DRUID Platform by Customer or any third party.For the avoidance of any doubt, in the event any services provided based on these Terms of License are traced to Customer’s or a third party’s errors, unauthorized use, or system changes, fees and expenses for said customer support services may be invoiced to Customer at DRUID’s then current rates and shall be paid promptly by Customer.
5.3. Any Third Party Applications and/or work products that are software shall be subject to the same subscription limitations of these Terms of License and any additional limitations.
6. THIRD PARTY INTELLECTUAL PROPERTY CLAIMS
6.1. DRUID Obligations. DRUID will defend any third party Claim against Customer related to the use of DRUID Platform during the Licenses Term to the extent the Claim alleges that the DRUID Platform infringes the third party’s patent, copyright, or trademark; or that DRUID has misappropriated the third party’s trade secret (“IP Claim”). Subject to clause 6.3., DRUID will pay any direct damages finally awarded to the third party that submitted the IP Claim by a court of competent jurisdiction through a definitive decision (or settlement amounts agreed to in writing by DRUID). Only in such case, DRUID will bear the costs incurred by Customer in relation with the IP Claim, otherwise such costs will be borne by the Customer.
6.2. Remedy. In case of any IP Claim that resulted, subject to clause 6.3., in a definitive decision that confirmed that DRUID breached any third party intellectual property rights, DRUID may: (a) procure for Customer a license to continue using DRUID Platform under the terms of these Terms of License; or (b) replace or modify the allegedly infringing components as to avoid the infringement.
6.3. Conditions. DRUID will have no liability for any IP Claim or Claim: (A) that arises from any: (i) use of the DRUID Platform in violation of these Terms of License and/or the Purchase Orders; (ii) modification of DRUID Platform by anyone other than DRUID; (iii) failure by Customer to install the latest updated version of DRUID Platform, as requested by DRUID, to avoid infringement; or (iv) third party chatbots, services, hardware, software, or other materials, or combination of these with DRUID Platform, if DRUID Platform would not be infringing without this combination; or (B) if Customer fails to: (i) promptly and in due time notify DRUID in writing of the IP Claim; (ii) provide DRUID with reasonable assistance requested by DRUID for the defense of the IP Claim; (iii) provide DRUID with the exclusive right to control or settle the IP Claim; (iv) allow DRUID to submit any contestation and/or defense available to it; or (v) refrain from making admissions about the IP Claim without DRUID’s prior written consent.
6.4. The remedies in this section are Customer’s sole and exclusive remedies and DRUID’s sole liability regarding the subject matter giving rise to any IP Claim.
7. LIMITATION OF LIABILITY
7.1. Damages Exclusion. Druid will not be liable to the Customer for any special, indirect, moral, consequential, incidental, punitive, or exemplary damages, the use or inability to use the DRUID Platform, computer malfunction or failure, server down time, failure of the DRUID Platform to operate with any other programs, loss of profits, reputation, use, or revenue, loss or corruption of data, or interruption of business.
7.2. Liability Cap. The maximum aggregate liability of Druid for each and all Claims (individually and together) under or relating to these Terms of License, its subject matter, the Licenses and the Maintenance Services or will not exceed an amount equal to the License Fees paid to DRUID for the 12 months before the initial Claim. This limitation will apply whether the Claim arises from contract or tort and regardless of the theory of liability but will not limit payment obligations as specified in the respective Purchase Order(s) or the agreement between DRUID and DRUID Partner. This limitation will also apply for DRUID benefit when Customer ordered DRUID Platform from a DRUID Partner, irrespective of the terms agreed between the Customer and DRUID Partner, and the Customer will refrain from any act that might trigger further liabilities of DRUID based on the terms agreed with DRUID Partner.
7.3. Other Responsibility. For the avoidance of any doubt, under no circumstances may DRUID be liable for any Claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorneys' fees) of any kind and nature that may be asserted, granted or imposed against, directly or indirectly, arising from or in connection to any Derivative Works, enhancement made for the benefit of the Customer, unless performed by DRUID based on a Purchase Order.
8. DRUID PLATFORM LIMITED WARRANTY AND REMEDY
8.1. Unless mandatorily required by applicable law or expressly agreed to in writing, DRUID or DRUID Partner provides the Access to the DRUID Platform without warranties or conditions of any kind related to the fitness for a particular purpose. Customer is solely responsible for determining the appropriateness of using DRUID Platform. DRUID does not grant any warranty in respect to the Derivative Works not performed by Druid based on a Purchase Order, irrespective of the type, number or impact of modifications made to any components of DRUID Platform, in compliance with the Licenses.
8.2. DRUID warrants that DRUID Platform, as it can be accessed by the Customer based on the Licenses, will substantially conform to the applicable Documentation during the Licenses Term, to the extent that DRUID Platform is used in accordance with the Documentation which sets out a description of the DRUID Platform. Customer must notify DRUID of a Claim under this warranty immediately and in due time of the date on which the condition giving rise to the Claim first appeared.
8.3. DRUID does not make any representations or warranties that the functions performed by the DRUID Platform and/or the Contracted Chatbots will meet Customer’s requirements, and/or that the operation of the DRUID Platform and/or of the Contracted Chatbots will be uninterrupted or error free.
8.4. DRUID will monitor the DRUID Platform in order to maintain its functionality and ensure its accessibility. DRUID disclaims all liability for any harm or damages caused by any third-party hosting providers. For the avoidance of any doubt, DRUID is not liable for any technical problems, malfunctions, interruptions and/or errors that occur or may occur as a result of the failure of the Microsoft subscription hosting the DRUID Platform, the failure of the internet connection and/or of any service provided by a third party. The terms of Microsoft's provision of these services are generally applicable and are published at the following web address: https://azure.microsoft.com/en-gb/support/legal/subscription-agreement/.
8.5. Implied Warranties. Except for the express warranties herein, DRUID Platform is provided on an "as-is" basis. DRUID does not make any warranty of any kind, whether express, implied, statutory or otherwise, and it specifically disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law (whether or not DRUID knows, has reason to know, has been advised, or is otherwise in fact aware of any such purpose). No oral or written information or advice given by DRUID or its employees shall create a warranty or in any way increase the scope of DRUID’s obligations hereunder. Customer bears the entire risk as to the use of the DRUID Platform.
9. DATA & SECURITY
9.1. Security. DRUID has put into effect an internal written data security program which implements administrative, physical, and technical safeguards to protect data and ensures that all such safeguards, including the manner in which data is collected, accessed, used, stored, processed, disposed of and disclosed is in compliance with applicable laws.
9.2. Security Incident Management and Notification. DRUID maintains appropriate security incident management policies and procedures. To the extent permitted by law, DRUID will notify the Customer of any actual or reasonably suspected accidental, unlawful or unauthorized access, acquisition, loss, alteration, destruction or disclosure of Customer Data by DRUID (a “Security Incident”). DRUID shall at its own expense (only if the Security Incident was caused by its exclusive fault and within the liability limits provided for herein), investigate and make all reasonable efforts to identify and, if the Security Incident was caused by its exclusive fault, remediate the cause of such Security Incident.
Upon Customer’s reasonable written request, DRUID may provide a written report detailing the DRUID’s actions to detect, investigate and remediate the Security Incident, as well as a corrective action plan to prevent recurrence of the Security Incident in case DRUID was exclusively responsible for the respective Security Incident. Customer shall reasonably cooperate with DRUID to facilitate compliance with applicable laws, including but not limited to notification of affected individuals and reports to government authorities.
9.3. Programmed Pen Tests. DRUID schedules and performs two pen tests each year in order to identify any vulnerabilities of DRUID Platform, aimed especially at assessing the potential for unauthorized access to DRUID`s system and data.
If any vulnerability is identified, DRUID will exercise reasonable efforts to address such identified vulnerabilities including without limitation by revising its security program.
10. TERM AND TERMINATION
10.1. Term. The term of these Terms of License commences on its execution date and shall continue for the duration of the Licenses Term (the “Term”).
10.2. Material Breach. If either Party commits a material breach of these Terms of License, the non-breaching Party may give written notice describing the nature and basis of the breach to the breaching Party. If the breach is not cured within 30 days of the notice date, the non-breaching Party may immediately terminate these Terms of License, upon written notice.
11. LAW AND VENUE
11.1. Mediation. Druid and the Customers agree to try to settle every dispute amicably and, if they don’t reach an agreement within 60 days from the date either of them receives a Claim from the other, Druid and the Customer consent to personal jurisdiction in, and the exclusive venue of, the courts indicated in this Governing Law and Venue clause.
11.2. Governing Law. Venue. These Terms of License is governed by the laws indicated in the below table without giving effect to any choice of law principles or provisions relating to conflicts of law’s provisions. DRUID will have the right to pursue Claims against Customer in any other jurisdiction worldwide to enforce its rights under these Terms of License.
By execution and delivery of these Terms of License, the Customer hereto each accepts generally and unconditionally the exclusive jurisdiction of the courts indicated in the table below for any dispute arising out of or related to these Terms of License and irrevocably waives any objection (including, without limitation, any objection of the laying or defense or maintenance of such action in the agreed venue based on the grounds of forum non-conveniens) which either of them may now have or hereafter have to the bringing of any such action or proceeding with respect to these Terms of License or any other dispute in the court.
|Country where Customer is Headquartered||Applicable Law||Venue|
|United States of America, Canada or Mexico||Delaware Law||Courts of Delaware|
|Romania and Rest of the World||Romanian Law||Courts of Bucharest|
11.3. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, DRUID AND THE CUSTOMER WAIVES KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND INTENTIONALLY ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS OF LICENSE OR ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THESE TERMS OF LICENSE.
12.1. Customer’s Purchase Order. Any terms or conditions in Customer’s Purchase Order, executed with DRUID Partner, or any other related documentation submitted by or on behalf of Customer to DRUID (or any other party, such as a DRUID Partner) do not form part of this Agreement and are void, unless otherwise expressly agreed in writing and signed by both Customer and DRUID.
12.2. Confidentiality Obligations. Druid and the Customer must keep the Confidential Information (means and refers to any document and information to which a Party has access during this Terms of License, including but not limited to technical information, business methods, software programs, licensing model, of the other Party) confidential. Neither Party will in any manner, directly or indirectly, use or otherwise employ all or any of the Confidential Information of the other Party for any purpose other than as necessary to comply with these Term of License. This confidentiality obligation will survive for 5 years after the termination or expiration of these Terms of License. The Customer acknowledges that if it provides any suggestions or feedback to DRUID, it does so voluntarily and without any obligation of confidence on DRUID in relation thereto, who will be entitled to use any suggestions or feedback, in any way and for any purpose.
12.3. Data Use Consent. Customer agrees that DRUID and its Affiliates may collect and use technical information gathered as part of the software support services provided, if any, related to the DRUID Platform. DRUID may use this information solely to improve the software or to provide customized services or technologies to the Customer and will not disclose this information in a form that personally identifies the Customer.
12.4. Notices. Any notice given under these Terms of License must be in writing by e-mail, with a suggestive subject, to the addresses listed below (or addresses notified in writing by either Party) and will be effective the earlier of (i) when received by the Party or refused by the Party or (ii) the next business day after being sent by the expeditor.
of or related to these Terms of License and irrevocably waives any objection (including, without limitation, any objection of the laying or defense or maintenance of such action in the agreed venue based on the grounds of forum non-conveniens) which either of them may now have or hereafter have to the bringing of any such action or proceeding with respect to these Terms of License or any other dispute in the court.
|Matter||To DRUID (email)||To Customer (email)|
|All Other||Insert Email|
12.5. Publicity. The Customer authorizes DRUID to publicly identify the Customer as a customer and include the Customer's name and logo on the DRUID's website and/or other promotional and marketing materials.
12.6. In case of any discrepancies between the terms of these Terms of Licenses and a Purchase Order, the terms of the Purchase Order executed by the Customer with DRUID will prevail. Except for the cases mentioned under clause 12.1. above, the Parties agree that the termination of this Agreement shall trigger termination of all Purchase Orders placed on the basis of this Agreement, however, termination of a Purchase Order will not trigger termination of these Terms of Licenses, unless otherwise agreed by the Parties in writing or in case there are no other Purchase Orders in force.
12.7. Severability. If any provision of these Terms of License is or becomes illegal, invalid or unenforceable for any reason, all other provisions of the Terms of License remain in force and shall produce legal effects.
12.8. Third Party Providers. If Customer uses certain features of DRUID Platform in conjunction with third party data, products, services, and platforms, then Customer is responsible for complying with the terms and conditions required by such third-party providers, and all such use is at Customer’s own risk.
12.9. No Other Terms. Any terms or conditions in any Purchase Order not executed with DRUID or any other related documentation submitted by or on behalf of Customer to DRUID (or any other entity, such as a DRUID Partner) do not form part of these Terms of License and are void, unless otherwise expressly agreed in writing and signed by authorized representatives of both Parties.
12.10. Anti-Corruption. Each of DRUID and the Customer confirms it has not been offered nor has received any illegal or improper bribe, kickback, payment, gift, or object of value from the other party’s employees or agents in connection with these Terms of License. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
12.11. Waiver. No failure to exercise, nor any delay in exercising any right, power or remedy under these Terms of License shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. Except as otherwise provided under these Terms of License, the rights and remedies provided in these Terms of License are cumulative and not exclusive of any rights or remedies (provided by law). Any waiver of any breach of these Terms of License shall not be deemed to be a waiver of any subsequent breach.
|Title of Signer|