Subscription and Software as a Service Agreement

This Subscription and Software as a Service Agreement (the “Agreement”) is made by and between Chorus AI Inc., a Delaware corporation (“Provider”), and the customer subscribing for the Services (as hereinafter defined) as indicated on the subscription webpage for the Services at the time of Customer’s acceptance of this Agreement (“Customer”). Provider and Customer may be referred to collectively as the “Parties” or individually as a “Party.”

Provider provides certain news and social media monitoring, analysis, and content generation services and also provides access to its software-as-a-service offerings to its customers. This Agreement contains the terms and conditions that shall govern Provider’s provision of the Services to Customer and Customer’s access to and use of the Services. For purposes of this Agreement, the “Services” means such services and offerings for which Customer is subscribing at the time of Customer’s acceptance of this Agreement by checking the box (or boxes) designated for such services and offerings on the subscription webpage therefor. For the avoidance of doubt, the Services do not include other services or offerings, if any, for which Customer has separately subscribed, such as on another date or through a separate subscription webpage, or any service or offering for which the corresponding box has not been checked on the subscription webpage at the time of Customer’s acceptance of this Agreement.

The effective date of this Agreement (the “Effective Date”) shall be the date on which Customer indicates its acceptance of this Agreement by checking the “I agree” box on the subscription webpage for the Services and completing the remaining steps required for subscription on such webpage. For the avoidance of doubt, this Agreement shall not be effective unless Customer checks the “I agree” box and completes such remaining steps; it is not sufficient for Customer merely to check the “I agree” box.

Definitions.
1. “Aggregated Data” means data and information provided, submitted, posted, or otherwise transmitted by or on behalf of, or collected from, Customer or an Authorized User through the Services or through any external data source linked to the Services or related to Customer’s (for the avoidance of doubt, including any Authorized User’s) use of the Services, including Personal Information, that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services and to improve Provider’s system’s ability to recognize, translate, predict, or generate text or other content.
2. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
3. “Customer Data” means, other than Aggregated Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of, or collected from, Customer or an Authorized User through the Services or through any external data source linked to the Services, including the Personal Information.
4. “Data Breach” means any unauthorized access to or disclosure or acquisition of Personal Information.
5. “Deliverables” means all Documentation, work product, and other materials that are delivered to Customer or any Authorized User hereunder or prepared by or on behalf of Provider in the course of performing the Services, including any content or outputs generated by Customer’s (for the avoidance of doubt, including any Authorized User’s) use of the Services.
6. “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services provided by Provider to Customer or any Authorized User either electronically or in hard copy form.
7. “Personal Information” means information that Customer or an Authorized User provides, or for which Customer or an Authorized User provides access to Provider, or information which Provider creates or obtains on behalf of, or collects from, Customer or an Authorized User, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to identify or authenticate an individual (including student information, biometric, genetic, or health information, age, racial or ethnic origin, religious beliefs, sexual orientation, union membership, citizenship or immigration status, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers). Customer’s business contact information is not by itself Personal Information.
8. “Provider IP” means the Services, the Deliverables, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Data and any information, data, or other content derived from Provider’s monitoring of Customer’s (for the avoidance of doubt, including any Authorized User’s) access to or use of the Services, but does not include Customer Data.
9. “Third-Party IP” means any third-party intellectual property analyzed in connection with the Services or externally linked to the Services.
Access and Use.
1. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants Customer a revocable (as and to the extent provided herein), non-exclusive, non-transferable (except in compliance with Section 14(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. Customer will require that all Authorized Users keep access and password information (“Credentials”) strictly confidential and not share such information with anyone. Customer agrees that Provider will have no liability under this Agreement for actions taken using Customer’s or its Authorized Users’ Credentials, including any unauthorized use or access caused by misuse or misappropriation of such Credentials, except to the extent caused by Provider’s gross negligence or willful misconduct. Customer shall be responsible for initiating and facilitating the removal of Services access by any Authorized User who is no longer authorized to access the Services. The total number of Authorized Users will not exceed the applicable number set forth on the subscription webpage for the Services at the time of Customer’s acceptance of this Agreement, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (INCLUDING IN THIS SECTION 2(A)), CUSTOMER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT ITS ACCESS TO THE SERVICES MAY BE REASONABLY DELAYED, IN WHOLE OR IN PART, UNTIL SUCH TIME AS PROVIDER SETS UP SUCH ACCESS FOLLOWING CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT.
3. Use Restrictions. Customer (including, for the avoidance of doubt, through Authorized Users) shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity, defames any person or entity, or violates any applicable law. Customer acknowledges and agrees that: (A) the Services are not intended or designed to process any Personal Information that requires additional or different security measures beyond what is described in this Agreement; (B) Customer and its Authorized Users shall not submit any Personal Information to Provider via the Services or via any external data source linked to the Services except as may be necessary for Customer’s or its Authorized Users’ access to and use of the Services (e.g., for the creation of Credentials) and shall not submit any Confidential Information to Provider via the Services or via any external data source linked to the Services except as may be necessary for Provider to provide the Services to Customer; and (C) Customer is responsible and liable for any use of the Services in a manner that violates the restriction in the immediately preceding subsection (B).
4. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Services or any other Provider IP.
5. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) there is any downtime or suspension of access to, security risk with respect to, or other disruption stemming from or with respect to any news source, social media platform, or external data source linked to the Services (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
6. Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s (for the avoidance of doubt, including any Authorized User’s) use of the Services and collect and compile Aggregated Data. As between Provider and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Data based on Customer Data input into the Services or into any external data source linked to the Services. Customer agrees that, at any time during or after the Term, Provider may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data for any purpose to the extent and in the manner permitted under applicable law (including to train the artificial intelligence of Provider’s software to enhance its service offerings to Customer and other customers of Provider); provided that such Aggregated Data do not identify Customer or any Authorized User or Customer’s Confidential Information. Provider agrees to abide by its privacy policy as posted on its website (as modified from time to time, with such modifications posted on its website); provided, however, that in the event of any conflict between any term or provision of this Agreement and any term or provision of such privacy policy, this Agreement shall control.
7. Multiple Organizational Accounts. Where Customer has more than one organizational account, except as otherwise permitted by Customer in writing, Provider agrees not to share any Customer Data or any content or outputs generated by Customer’s (for the avoidance of doubt, including any Authorized User’s) use of the Services, in each case stemming from or with respect to any organizational account of Customer, with any other organizational account of Customer. If Customer wishes to have more than one organizational account, as an initial step, Customer should notify Provider by sending an email to info@chorusai.co.
Responsibilities.
1. Provider Responsibilities. Provider shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement and in a professional and diligent manner consistent with applicable laws and industry standards.
2. Customer Responsibilities. Customer is responsible and liable for (i) all uses of the Services and Deliverables by Customer or any Authorized User, or otherwise resulting from Customer permitting access to or use of the Services or Deliverables, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement; and (ii) any reliance by Customer or any Authorized User on any content or outputs generated by Customer’s (for the avoidance of doubt, including any Authorized User’s) use of the Services. Without limiting the generality of the foregoing, Customer is responsible and liable for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. Customer shall also review all content and outputs generated by its (for the avoidance of doubt, including any Authorized User’s) use of the Services prior to distributing such content and outputs to third parties, including for any infringement, misappropriation, or other violation of any intellectual property right of any person or entity. Customer understands and agrees that (A) it is responsible for confirming the accuracy and appropriateness of any content or outputs generated by Customer’s (for the avoidance of doubt, including any Authorized User’s) use of the Services prior to using such content or outputs in any public-facing or other capacity; (B) such content and outputs should not be relied upon for any specific purpose without verification of accuracy and completeness; and (C) Customer shall not rely on such content and outputs as a sole source of factual information or as professional advice.
Fees and Payment.
1. Fees. Customer shall pay Provider the fees (“Fees”) as set forth on the subscription webpage for the Services at the time of Customer’s acceptance of this Agreement, without offset or deduction. Customer shall make all payments hereunder in US dollars within 30 days of receipt of an invoice to the address or account specified in such invoice. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Provider may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, that is marked, designated, or otherwise identified as “confidential” at the time of disclosure or otherwise should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, agents, and advisors (including legal and financial advisors) who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three years from the expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Intellectual Property Rights; Ownership; Feedback.
1. Provider IP. Customer acknowledges that: (i) as between Customer and Provider, subject to the licenses provided hereunder, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP; and (ii) with respect to Third-Party IP, the applicable third party owns all right, title, and interest in and to the Third-Party IP.
2. Customer Data. Provider acknowledges that, as between Provider and Customer, subject to the licenses provided hereunder, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data, and perform all acts with respect to the Customer Data, as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display (i) Customer Data incorporated within the Aggregated Data as necessary for Provider to use the Aggregated Data in the manner described in Section 2(e), above, and (ii) Customer Data to train the artificial intelligence of Provider’s software to enhance its service offerings to Customer.
3. Deliverables. As between Customer and Provider, subject to the license provided hereunder and except to the extent the Deliverables constitute works in the public domain under U.S. copyright law or works not subject to U.S. copyright protection under U.S. copyright law: (i) Provider is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all intellectual property rights therein (except for any Customer Data included therein); and (ii) Provider hereby grants Customer a license to use all Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis, to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services as authorized, and in the manner intended, under this Agreement. Provider may revoke such license only in the event that Customer (for the avoidance of doubt, or any Authorized User) (A) uses any Deliverable improperly (such as in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity, defames any person or entity, or violates any applicable law) or (B) breaches this Agreement, and such license is otherwise irrevocable. Upon Provider’s reasonable request, Customer shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Provider to prosecute, register, perfect, or record its rights in or to any Deliverables.
4. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its employees, contractors, and agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any person or entity, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback. For the avoidance of doubt, Provider reserves the right to make changes to Provider IP, such as to add new features or functionality relating thereto, based on the Feedback or otherwise, from time to time in its sole discretion.
Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT WITH RESPECT TO PERSONAL INFORMATION, PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
Data Protection.
- 1. Provider and Customer Obligations.
    1. Provider will:
      1. Comply with the terms and conditions set forth in this Agreement.
      2. Be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession.
      3. Not disclose Personal Information to any person or entity other than its employees, contractors, agents, and auditors without Customer’s prior written consent unless required by applicable law, in which case, Provider will use reasonable efforts and to the extent permitted by applicable law notify Customer before such disclosure or as soon thereafter as reasonably possible.
      4. Use and disclose Personal Information only for the purposes for which Customer or an Authorized User provides the Personal Information, or access to it, pursuant to the terms and conditions of this Agreement, and not use or otherwise disclose or make available Personal Information for Provider’s own purposes without Customer’s prior written consent. In connection with its compilation of the Aggregated Data, Provider may aggregate, de-identify, or anonymize Personal Information and use such aggregated, de-identified, or anonymized data, which shall no longer be considered Personal Information, in accordance with Section 2(e), above.
    2. Customer will:
      1. Comply with the terms and conditions set forth in this Agreement.
      2. Be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession.
      3. Comply with any applicable laws and use only secure methods, according to accepted industry standards, when transferring or otherwise making available Personal Information to Provider (including, for the avoidance of doubt, through any Authorized User).
      4. Provide written notice to Provider if any information Customer or any Authorized User provides to Provider under this Agreement contains Personal Information. Provider will not be responsible for determining on its own that any information Customer or any Authorized User provides under this Agreement qualifies as Personal Information.
  2. Information Security.
    1. Provider will comply with applicable laws in its creation, collection, receipt, transmission, access, use, storage, disposal, and disclosure of Personal Information.
    2. Provider will employ reasonable security measures to protect Personal Information in accordance with applicable industry standards for information security.
  3. Data Breach Procedures.
    1. Provider has adopted a cyber incident breach response plan, effective as of March 26, 2024, in accordance with accepted industry standards (“Cyber Incident Response Plan”) and will implement the procedures required under such plan on the occurrence of a Data Breach.
    2. Provider will notify Customer of any Data Breach as soon as reasonably practicable after Provider becomes aware of it.
  4. Return or Disposal of Personal Information. At any time during the Term at Customer’s written request or on the termination or expiration of this Agreement, Provider will promptly return to Customer or securely dispose of all Personal Information in its possession. If Provider is not reasonably able to return or securely dispose of Personal Information, including Personal Information stored on backup media, Provider will continue to protect such Personal Information in accordance with the terms of this Agreement until such time that it can reasonably return or securely dispose of such Personal Information.
Representations and Warranties; Warranty and Liability Disclaimers.
1. Each Party represents and warrants to the other Party that: (i) it has the full power and authority (corporate or otherwise) required to enter into this Agreement and to carry out its obligations hereunder; (ii) if it is an entity (as opposed to an individual), it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization; (iii) if he or she is an individual, he or she is at least 18 years of age and has the legal capacity to enter into this Agreement; and (iv) when accepted by Customer, this Agreement will constitute the legal, valid, and binding obligation of each Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Customer further represents and warrants to Provider that, as of the Effective Date, it is not a party to any contract with Provider for the Services and as such, does not currently have access to the Services.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, DELIVERABLES, AND PROVIDER IP ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, EXCEPT AS EXPLICITLY SET FORTH HEREIN. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN EACH CASE WITH RESPECT TO THE SERVICES, THE DELIVERABLES, AND THE PROVIDER IP. EXCEPT AS EXPLICITLY SET FORTH HEREIN, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DELIVERABLES, OR PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
3. CUSTOMER ACKNOWLEDGES AND AGREES THAT (I) PROVIDER CANNOT GUARANTEE THE ACCURACY OF AI-GENERATED CONTENT OR OUTPUTS, (II) AI-GENERATED CONTENT AND OUTPUTS MAY CONTAIN ERRORS, OMISSIONS, INACCURACIES, INCORRECT STATEMENTS, AND OUTDATED INFORMATION, AND (III) AI-GENERATED CONTENT AND OUTPUTS MAY CONSTITUTE WORKS IN THE PUBLIC DOMAIN UNDER U.S. COPYRIGHT LAW OR WORKS PROTECTED BY U.S. COPYRIGHT LAW, AND PUBLIC DOMAIN WORKS MAY BE USED BY ANY THIRD PARTY WITHOUT OBTAINING PERMISSION. PROVIDER DISCLAIMS ANY AND ALL LIABILITY FOR AI-GENERATED MATERIALS BEING CONSIDERED PUBLIC DOMAIN WORKS OR COPYRIGHTED WORKS, FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR OUTPUTS GENERATED BY CUSTOMER’S (FOR THE AVOIDANCE OF DOUBT, INCLUDING ANY AUTHORIZED USER’S) USE OF THE SERVICES, AND FOR ANY CONSEQUENCES RESULTING FROM CUSTOMER’S OR ANY OF ITS AUTHORIZED USERS’ RELIANCE ON ANY CONTENT OR OUTPUTS GENERATED BY CUSTOMER’S (FOR THE AVOIDANCE OF DOUBT, INCLUDING ANY AUTHORIZED USER’S) USE OF THE SERVICES, AND ADVISES CUSTOMER TO EXERCISE CAUTION WHEN USING OR RELYING ON SUCH CONTENT AND OUTPUTS. FOR THE AVOIDANCE OF DOUBT, AS USED HEREIN, “AI” MEANS ARTIFICIAL INTELLIGENCE.
4. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, AS A RESULT OF ANY DOWNTIME OR SUSPENSION OF ACCESS TO, SECURITY RISK WITH RESPECT TO, OR OTHER DISRUPTION STEMMING FROM OR WITH RESPECT TO ANY NEWS SOURCE, SOCIAL MEDIA PLATFORM, OR EXTERNAL DATA SOURCE LINKED TO THE SERVICES.
Indemnification.
1. Provider Indemnification.
  1. Provider shall indemnify, defend, and hold harmless Customer from and against, and pay, any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from (A) any third-party claim, suit, action, or proceeding (“Third-Party Claim”) alleging that the Services or Deliverables, or any use of the Services or Deliverables in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, and (B) any Third-Party Claims based on Provider’s gross negligence, willful misconduct or breach of this Agreement; provided that Customer promptly notifies Provider in writing of such Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.
  2. If a Third-Party Claim is made under Section 10(a)(i)(A) or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services or Deliverables, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
  3. Section 10(a)(i)(A) will not apply to the extent that the alleged infringement arises from: (A) use of any Provider IP in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing, to the extent the alleged infringement is primarily caused by such data, software, hardware, equipment, or technology; (B) modifications to any Provider IP not made by Provider; (C) Customer Data; (D) Third-Party IP; (E) use of, reliance on, or distribution of any content, information, or materials created using any generative artificial intelligence system or service that is provided as part of the Services; or (F) Customer’s provision of, or provision of rights hereunder with respect to, any Customer Data, Aggregated Data, Personal Information, Deliverables, or Feedback, including with respect to any Authorized User, including any right to monitor Customer’s (for the avoidance of doubt, including any Authorized User’s) use of the Services.
2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against, and pay, any and all Losses incurred by Provider resulting from any Third-Party Claim (including, for the avoidance of doubt, by any Authorized User) (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, (ii) that any Third-Party IP included in the Customer Data, or any use of such Third-Party IP in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, (iii) based on Customer’s or any Authorized User’s (A) negligence or willful misconduct; (B) use of any Provider IP in a manner not authorized by this Agreement; (C) use of any Provider IP in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing, to the extent the Third-Party Claim is primarily caused by such data, software, hardware, equipment, or technology; or (D) modifications to Provider IP not made by Provider, (iv) relating to Customer’s or any Authorized User’s use of, reliance on, or distribution of any content or outputs generated by Customer’s (for the avoidance of doubt, including any Authorized User’s) use of the Services, including claims for reputational damage or lack of consent to receive such communications, or (v) arising from or related to Customer’s provision of, or provision of rights hereunder with respect to, any Customer Data, Aggregated Data, Personal Information, Deliverables, or Feedback, including with respect to any Authorized User, including any right to monitor Customer’s (for the avoidance of doubt, including any Authorized User’s) use of the Services; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
3. Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR DELIVERABLES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, EXCEPT FOR A BREACH BY PROVIDER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING SECTION 8; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Insurance. Provider shall, at its own expense, maintain and carry during the Term insurance in full force and effect with financially sound and reputable insurers, that includes commercial general liability with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, and professional liability with limits no less than $1,000,000 per occurrence and $1,000,000 in the aggregate, which policy will include contractual liability coverage insuring the activities of Provider under this Agreement. Upon Customer’s request, Provider shall provide Customer with a certificate of insurance from Provider’s insurer evidencing the insurance coverage specified in this Agreement. Provider shall provide Customer with 30 days’ advance written notice in the event of a cancellation of Provider’s insurance policy.
Term and Termination.
1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until one year from such date (the “Initial Term”). **This Agreement will automatically renew for additional successive one-year terms unless earlier terminated pursuant to this Agreement’s express provisions ** (each a “Renewal Term” and together with the Initial Term, the “Term”).
2. Termination. Either Party may terminate this Agreement at any time on seven days’ written notice to the other Party without liability except for required payment for Services rendered prior to the termination date. Customer shall be entitled to receive a refund of the monthly fee for the month in which termination occurs, prorated as of the date of termination.
3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer’s obligations under Section 5, Customer shall, at Provider’s sole discretion, delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been, as applicable, deleted, destroyed, or returned; provided, however, that such requirements shall apply to the Deliverables only in the event that, and at such time as, the license provided under Section 6(c) is revoked. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
4. Survival. This Section 13(d), and Sections 1, 2(b), 2(c), 2(e), 3(b), 4, 5, 6, 7, 9, 10, 11, 13(c), and 14 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
Miscellaneous.
1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter with respect to the Services. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed (i) if to Provider, to [ADDRESS]or info@chorusai.co or (ii) if to Customer, at the address or email address indicated by or on behalf of Customer on the subscription webpage for the Services at the time of Customer’s acceptance of this Agreement (or, in each case, to such other address or email address that may be designated by the receiving Party by giving Notice from time to time in accordance with this Section). Except as otherwise provided in this Agreement, all Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
3. Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including, for example, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
4. Amendment and Modification; Waiver. This Agreement may be modified or amended at any time by Provider upon notice (and provision of the modified or amended Agreement) to Customer, and by no other means. Customer’s continued access or use of the Services after any changes have been made to this Agreement signifies and confirms Customer’s acceptance of any modifications or amendments to this Agreement. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
6. Governing Law; Dispute Resolution. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any dispute, controversy, or claim arising out of or related to this Agreement, or the licenses granted hereunder or the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be resolved exclusively by confidential arbitration in New York County in the State of New York, pursuant to the commercial arbitration rules then in effect of the American Arbitration Association. Any award rendered shall be final and conclusive upon the parties to the arbitration and a judgment thereon may be entered in a court of competent jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each such party shall pay for and bear the cost of its own experts, evidence, and attorneys’ fees, in each case except as otherwise provided in this Agreement. Notwithstanding the preceding sentence, in the discretion of the arbitrator any award may include the attorneys’ fees of a party if the arbitrator expressly determines that the party against whom such award is entered has caused the dispute, controversy, or claim to be submitted to arbitration as a dilatory tactic or in bad faith (and, for the avoidance of doubt, any award shall include the attorneys’ fees of a party and other fees, expenses, and costs to the extent required under any other provision of this Agreement). Notwithstanding the foregoing, any suit, action, or proceeding for emergent, equitable, or injunctive relief may instead be instituted in the United States District Court for the Southern District of New York or any New York state court sitting in New York County, and each Party irrevocably submits to the jurisdiction of such courts (and any appellate courts with jurisdiction over appeals therefrom) in any such suit, action, or proceeding. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSES GRANTED HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.
7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
8. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2(b), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
9. No Third Party Beneficiaries. Except as otherwise expressly provided herein, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Customer and Provider any rights, remedies, or other benefits.
10. Interpretation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Each Party is a sophisticated party capable of understanding all of the terms of this Agreement, has had an opportunity to review this Agreement with its counsel, and enters into this Agreement with full knowledge of its terms.