Last Modified: April 2, 2024

 

Acceptance of the Terms of Service

Please review these Terms of Service (“Terms of Service”) carefully. If you do not agree to these Terms of Service, you should not accept them, create an account, or use the Avid AI Website (https://www.avidai.com and https://app.aviddata.co) and the services or products provided by Avid AI (“Services”). By using the Services, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at https://app.aviddata.co/privacy_policy incorporated herein by reference. Once accepted, these Terms of Service become a binding legal commitment between you and AVID Group, Inc. (“Avid AI”).

Avid AI’s products and services are intended for business use or use in connection with an individual’s trade, craft, or profession only.

 

Changes to the Terms of Service

These Term of Use may be updated by Avid AI from time to time upon reasonable notice, which may be provided via Customer’s account, e-mail, or by posting an updated version of these at https://app.aviddata.co/terms_and_conditions.

Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to frequently when you access the Services so you are aware of any changes, as they are binding on you.

If you are the party that agreed to the terms of these Terms of Service and you reassign your account, such account reassignment will not excuse your obligations under these Terms of Service. Your use of the Services will continue to be subject to these Terms of Service.

 

Services

Avid AI will: (a) provide the Services to you pursuant to these Terms of Service; (b) make commercially reasonable efforts to use industry standard measures designed to scan, detect, and delete malicious code; (c) if applicable, use trained, qualified personnel to provide the Services; and (d) use commercially reasonable efforts to provide you with applicable support for the Services.

You will: (a) be solely responsible for all use of the Services under your account; (b) not transfer, resell, lease, license, or otherwise make available the Services to third parties (except to make the Services available to your end users) or offer them on a standalone basis; (c) use the Services only in accordance with these Terms of Service and applicable law or regulation; (d) be solely responsible for all acts, omissions, and activities of your end users, including their compliance with these Terms of Service and applicable law or regulation; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Avid AI promptly of any such unauthorized access or use; (f) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and (g) comply with your representations and warranties set forth in these Terms of Service.

Suspension of Services

Avid AI may suspend the Services if Avid AI, in good faith, believes or determines: (a) that you or your end users materially breached these Terms of Service; (b) there is an unusual and material spike or increase in your use of the Services and that such traffic is fraudulent or materially and negatively impacting the operating capability of the Services; (c) that its provision of the Services is prohibited by applicable law or regulation; (d) there is any use of the Services by you or your End Users that threatens the security, integrity, or availability of the Services; or (e) that information in your account is untrue, inaccurate, or incomplete.

 

Ownership, Customer Data, and Confidentiality

Ownership Rights  

As between the parties, Avid AI exclusively owns and reserves all right, title, and interest in and to the Services, aggregate data generated or collected through the use of the Services (including but not limited to statistical information, trends, analytics, and optimization metadata), Avid AI’s Confidential Information, and any feedback or suggestions you or your end users provide regarding the Services. As between the parties, you exclusively own and reserve all right, title, and interest in and to your uploaded data, any output reports generated through the Services, and your Confidential Information (together, your “Customer Data”), subject to Avid AI’s rights to process Customer Data in accordance with these Terms of Service and any other agreement you have with Avid AI.

For ownership rights related to reports generated through add-on features (for example, by way of Avid AI’s Playbooks or Pathways), please refer to your specific SaaS Agreement with Avid AI.

Customer Data

You grant Avid AI the right to process Customer Data as necessary to provide the Services in a manner that is consistent with these Terms of Service. You are responsible for the quality and integrity of Customer Data.

Confidential Information Definition 

“Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, without limitation, these Terms of Service or other business information and materials of Disclosing Party and its Affiliates. Confidential Information does not include any information which: (a) is publicly available through no breach of these Terms of Service or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party's rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.

Use and Disclosure   

Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not (a) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under these Terms of Service and (b) disclose or make Confidential Information of Disclosing Party available to any party, except to Receiving Party's Affiliates, and Receiving Party's and its Affiliates’ respective employees, legal counsel, accountants, contractors, and in Avid AI’s case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under these Terms of Service. Receiving Party will be responsible for its Representatives’ compliance with this section. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this section. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care.

Compelled Disclosure   

Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party written notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.

Use of Marks  

You grant Avid AI the right to use and display your name, logo, and a description of your use case(s) on Avid AI’s website, in earnings releases and calls, and in marketing and promotional materials, subject to your standard trademark usage guidelines that you choose to expressly provide to Avid AI.

 

Warranties and Disclaimer

Each party represents and warrants that it has validly accepted or entered into these Terms of Service and has the legal power to do so.

You represent and warrant that you have provided and will continue to provide adequate notices to data subjects, and that you have obtained and will continue to obtain the necessary permissions and consents, to provide Customer Data to Avid AI for processing.

WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND Avid AI DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.

Avid AI makes commercially reasonable efforts to use industry standard measures designed to scan, detect, and delete malicious code; however, you are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED MALWARE, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL Avid AI, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE THE SERVICES, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

 

Indemnification

Scope of Indemnification

Each party will indemnify the other party, its affiliates, and their respective directors, officers, employees, and agents (collectively, “Indemnitees”), from and against all liabilities, claims, losses, damages, suits, fees, judgments, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) that such Indemnitees may suffer or incur, to the extent such Losses arise out of: (i) gross negligence, unlawful act, or willful misconduct of the indemnifying party (or, in Avid AI’s case, its Personnel); or (ii) any claim that any software, services, products, technology, or other materials provided by the indemnifying party infringe or violate any third party’s IP Rights.

Procedure

The party seeking indemnification hereunder will: (i) give the indemnifying party prompt written notice of the claim (provided that no delay will affect the indemnifying party’s obligations except to the extent such party is actually prejudiced by such delay); (ii) tender to the indemnifying party control of the defense and settlement of the claim; and (iii) cooperate with the indemnifying party in defending or settling such claim, at the indemnifying party’s expense. Subject to the foregoing, the indemnified party will have the right to participate at its own expense in any indemnification action or related settlement negotiations using counsel of its choice. Neither party may consent to the entry of any judgment or enter into any settlement that adversely affects the rights or interests of the other party without such party’s prior written consent, which may not be unreasonably withheld.

IP Claims

In addition to Avid AI’s obligations above in this section, if the Services or any portion thereof become subject to a claim alleging infringement of third party IP Rights, Avid AI will promptly and at its expense, either obtain a license for Customer to continue use of such items, replace the affected items with non-infringing alternatives, or modify such item to be non-infringing, in each case with no material loss of functionality.

Limitation on Indirect, Consequential, and Related Damages   

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Limitation of Liability

IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

Exceptions to the Limitation of Liability  

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE ABOVE PARAGRAPHS, THE LIMITATIONS IN THE ABOVE PARAGRAPHS (LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES, LIMITATION OF LIABILITY) DO NOT APPLY TO YOUR BREACH OF CUSTOMER RESPONSIBILITIES.

 

Accessing the Website 

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict user access to some parts of the Website or the entire Website. You must ensure that all persons who access the Website through your internet connection are aware of these Terms of Service and comply with them.

 

Intellectual Property Rights Related to the Website

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Avid AI, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer or mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• You may share or re-distribute copies of materials generated through the Website, such as through Avid AI’s Benchmarking tool, so long as the redistribution provides a reference to the Website or Avid AI generally.

You must not:

• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website.

 

Trademarks

Avid AI’s name, the terms, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

 

Prohibited Uses

You may use the Website and Services only for lawful purposes and in accordance with these Terms of Service.

You agree not to use the Website and Services:

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

 

Reliance on Information Posted

We do not warrant the accuracy, completeness, or usefulness of information and reports presented on the Website. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website and Services, or by anyone who may be informed of any of its contents.

 

Links from the Website and Services

If the Website and Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

 

Geographic Restrictions

The owner of the Website and Services is based in the United States. We provide this Website and Service for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website and Services may not be legal by certain persons or in certain countries. If you access the Website and Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

Governing Law and Jurisdiction

All matters relating to the Website, Services, and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in the City of Dallas and County of Dallas County, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

Waiver and Severability

No waiver by Avid AI of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

 

Your Comments and Concerns

The Website and Services are operated by AVID Group, Inc. 5810 Tennyson Parkway, Suite 102, Plano, TSX 75024.

All other feedback, comments, requests for technical support, and other communications relating to the Website or Services should be directed to: support@avidai.com.