Using OpenAI to Generate Terms of Service

AI Generated Terms of Service

1. DEFINITIONS. In this Agreement, the following terms shall have the following meanings:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the party specified in the applicable designation. For purposes of this Agreement, "control" means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the party specified in the applicable designation.

"Agreement" means this software as a service agreement and all exhibits and addenda thereto.

"Authorized User" means your employees, agents, and contractors who are authorized by you to use the Services and to whom you have granted access to your Account.

"Confidential Information" means all confidential and proprietary information of a party, whether or not in written form, that is marked or designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. Confidential Information of Licensor includes, but is not limited to, the Services and Documentation. Confidential Information of Licensee includes, but is not limited to, Licensee Data.

"Documentation" means the user manuals, operating instructions, and other documentation relating to the Services made available by Licensor to Licensee from time to time.

"Intellectual Property Rights" means any and all now known or hereafter existing rights associated with trademarks, service marks, copyrights, trade secrets, patents, patent applications, and other proprietary rights.

"Licensee Data" means all data or information provided or submitted by or on behalf of Licensee or an Authorized User to the Services.

"Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.

"Party" means Licensor or Licensee, and "Parties" means both Licensor and Licensee.

"Services" means the software products and services provided by Licensor pursuant to this Agreement, including all related software, technology, and documentation.

2. SERVICES. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the Term (as defined below), a non-exclusive, non-transferable, revocable right and license to use the Services solely for Licensee's internal business purposes. Licensee's right to use the Services is subject to the limitations set forth in this Agreement.

3. USE OF SERVICES. Licensee will use the Services only for its internal business purposes and will not: (a) Sell, resell, lease, or sublicense the Services; (b) Share access to the Services with any Affiliate or third party; (c) Use the Services to store or transmit Malicious Code; (d) Use the Services 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; (e) Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or (f) Attempt to gain unauthorized access to the Services or their related systems or networks.

4. LICENSOR RESPONSIBILITIES. (a) Services. Licensor will make the Services available to Licensee in accordance with this Agreement and the Documentation. Licensor reserves the right to modify or discontinue the Services from time to time, provided that such modifications or discontinuations do not materially adversely affect the functionality of the Services. (b) Support. Licensor will provide Licensee with reasonable technical support for the Services in accordance with Licensor's then-current support policies. (c) Maintenance. Licensor will perform routine maintenance on the Services as set forth in the Documentation.

5. OWNERSHIP. (a) Services. Licensor and its Affiliates retain all right, title, and interest in and to the Services, including all Intellectual Property Rights therein. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere with Licensor's or its Affiliates' ownership of or rights with respect to the Services. (b) Licensee Data. As between the Parties, Licensee owns all right, title, and interest in and to the Licensee Data. Licensee hereby grants to Licensor a worldwide, royalty-free, fully paid-up, perpetual, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display the Licensee Data, in any form, medium, or technology now known or later developed.

6. CONFIDENTIALITY. (a) Protection. The Parties acknowledge that the Confidential Information is a valuable, special, and unique asset of the Disclosing Party. Accordingly, the Receiving Party agrees to hold the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party will carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and will require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. The Receiving Party will not, without the prior written approval of the Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. The Receiving Party will return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing. (b) Exceptions. The nondisclosure obligations set forth in this Agreement will not apply to information that is: (i) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (ii) discovered or created by the Receiving Party before disclosure by Disclosing Party; (iii) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (iv) is disclosed by Receiving Party with Disclosing Party's prior written approval. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, the Receiving Party will provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure.

7. WARRANTIES AND DISCLAIMERS. (a) Mutual Warranties. Each party represents and warrants to the other that: (i) it has the legal power and authority to enter into this Agreement; and (ii) it will comply with all laws and regulations applicable to its performance under this Agreement. (b) Warranty Disclaimer. THE SERVICES ARE PROVIDED "AS IS." LICENSOR AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LICENSOR AND ITS AFFILIATES AND SUPPLIERS MAKE NO WARRANTY THAT THE SERVICES WILL MEET LICENSEE'S OR ANY AUTHORIZED USER'S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

8. LIABILITY LIMITATION. (a) Liability Limit. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES OR SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR: (i) ANY LOST PROFITS OR REVENUES; (ii) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iii) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH LIABILITY ARISES OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. (b) Liability Cap. LICENSOR'S AND ITS AFFILIATES' AND SUPPLIERS' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. TERM AND TERMINATION. (a) Term. The term of this Agreement will begin on the Effective Date and continue until terminated by either party in accordance with this Agreement (the "Term"). (b) Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. (c) Termination for Convenience. Licensor may terminate this Agreement for its convenience upon ninety (90) days written notice to Licensee. (d) Effect of Termination. Upon any termination of this Agreement: (i) all licenses granted hereunder will immediately terminate; and (ii) Licensee will immediately cease use of and will delete or destroy all copies of the Services. Sections 3 (Use of Services), 5 (Ownership), 6 (Confidentiality), 7 (Warranties and Disclaimers), 8 (Liability Limitation), and 9 (Term and Termination) will survive any termination of this Agreement.

10. GENERAL. (a) Notice. Any notice required or permitted under this Agreement will be in writing and delivered to the applicable party by personal delivery, overnight courier, facsimile, or certified mail, and in each instance will be deemed given upon personal delivery, the third (3rd) business day after dispatch if sent by overnight courier, the first (1st) business day after dispatch if sent by facsimile, or the fifth (5th) business day after dispatch if sent by certified mail. (b) Assignment. Licensee may not assign or transfer any of its rights, or delegate or sublicense any of its obligations, under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Licensor. Any purported assignment, transfer, delegation, or sublicense in violation of this Agreement is void and of no effect. Licensor may freely assign or transfer all or any of its rights, or delegate or sublicense all or any of its obligations, under this Agreement, in whole or in part, by operation of law or otherwise, without notice or consent. (c) Force Majeure. Licensor will not be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control. (d) Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. (e) Waiver. The failure by either party to require the performance by the other party of any provision of this Agreement will not affect in any way the full right to require such performance at any time thereafter. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. (f) Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will be unimpaired and the Parties will substitute for the invalid or unenforceable provision a valid or enforceable provision that will achieve, to the extent possible, the economic, business, and other purposes of the invalid or unenforceable provision. (g) Amendments. No amendment or modification of this Agreement will be effective unless in writing and signed by both Parties. (h) Entire Agreement. This Agreement, together with the exhibits and addenda hereto, sets forth the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written and oral, between you and Licensor with respect to the subject matter hereof. Notwithstanding the foregoing, to the extent that there are any conflicting terms in any applicable purchase order or other agreement between the Parties, the terms of such purchase order or other agreement will control. (i) Counterparts. This Agreement may be executed in counterparts, each of which means an original, and which together means the entire agreement. (j) Further Assurances. The Parties will execute and deliver such other documents and perform such other acts as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement. (k) Construction. The headings and captions in this Agreement are for convenience only and will not affect the interpretation of this Agreement. As used in this Agreement, the word "including" means "including without limitation," the word "will" means "shall," and the singular includes the plural and vice versa. (l) No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever. (m) Governing Law. This Agreement and all matters arising out of or relating to this Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. (n) Jurisdiction and Venue. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the breach thereof will be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of San Francisco and County of San Francisco. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. (o) Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by law, any right it may have to a trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. (p) Waiver of Class Action. BY ENTERING INTO THIS AGREEMENT, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO JOIN ANY CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, CONSOLIDATED LAWSUIT, OR OTHER PROCEEDING. THIS WAIVER APPLIES TO ANY CLAIM (WHETHER BASED IN CONTRACT, TORT, STATUTORY OR OTHERWISE) WHERE THE PARTIES ARE ALLEGED TO BE JOINTLY OR SEVERALLY LIABLE. (q) Notice of California Privacy Rights. Under California Civil Code Section 1798.83, if a California resident has provided personal information to a business with whom he/she has established a business relationship, the resident may request information about the disclosure of his/her personal information to any third party for the third party's direct marketing purposes. Such request may be made in writing one (1) time per calendar year.

11. ACKNOWLEDGEMENTS. Licensee acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Licensee further agrees that it is the complete and exclusive statement of the agreement between the Parties, which supersedes and cancels all prior and contemporaneous agreements, representations, and understandings, written or oral, relating to the subject matter of this Agreement.