As used in this Agreement, the following definitions shall apply:
“Affiliate” is included in the term Organization, Party, or Parties, and means any business entity that, from time to time, is controlled by or under common control with Organization or is an Organization’s authorized agent to use or procure services and products under this Agreement.
“Aggregated Data” means data, which is based on or derived from Customer Data, and which has been aggregated and de-identified in a manner that does not designate or identify Customer or its Authorized Users as the source of the data.
“Betty Bot” is a computer application, using artificial intelligence, on BettyBot LLC’s website that simulates and processes human conversation allowing Betty Bot users to interact with digital devices as if they were communicating with a real person.
“Betty Bot User(s)” means individuals or organizations who use the Betty Bot feature to ask questions.
“Confidential Information” means any information relating to or disclosed in the course of the Agreement, which is or should be reasonably understood to be confidential or proprietary to the disclosing party, or which is described in Section 7 of this Agreement.
“Customer Data” means any Betty Bot User’s information, documents, or electronic files that are provided to BettyBot LLC hereunder.
“Documentation” means any online or printed user manuals, functional specifications that are provided to Customer by Company, and any derivative works arising from or related to the foregoing.
“Enrichment Data” means user interaction and behavioral data derived from Betty Bot Users’ interactions with the application and any communications received from them. Enrichment Data includes, but is not limited to, clicks, opens of messages, and/or records, and time spent consuming specific pieces of content and any generated data that is created by the application using other Enrichment Data.
“Error” means any reproducible material failure of the application to function in accordance with its Documentation.
“Intellectual Property” means patents, copyrights, trade secrets, trademarks (including trade names, logos and service marks) and confidential know-how, in each case whether registered or unregistered, and including any applications or registrations for any of these, and the equivalent, on a world-wide basis, and all rights related thereto.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Organization” means Associations using the Betty Bot application, including its Affiliates and Authorized User(s).
“Support Services” means maintenance and technical support services for the application.
“Update” means any patch, bug fix, release, version, modification, or successor to the application.
“User Data” means all information, data, and materials provided, uploaded, or approved to be uploaded by a user, whether in electronic form or otherwise.
“Work Product” means all work created under this Agreement by BettyBot LLC.
- Betty Bot
Provision of Betty Bot. BettyBot LLC shall make Betty Bot available to individual and organization users pursuant to this Agreement. Individual and organization users agree that the use of Betty Bot is not contingent on the delivery of any future functions or features or on any oral or written public comments made by BettyBot LLC, its affiliates or representative, regarding future functionality or features.
3.1 BettyBot LLC hereby grants to Betty Bot Users a non-exclusive, non-transferable license to use the Betty Bot application for its internal business purposes (the “Authorized Use”). For any use of the Betty Bot application that is not an Authorized Use, Betty Bot users must obtain the written approval of BettyBot LLC for such uses.
3.2 Betty Bot Users shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the application; (ii) modify, create derivative works based upon, or translate the application; (iii) transfer or otherwise grant any rights in the application in any form to any other party, nor shall Betty Bot Users attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder.
3.3 Betty Bot Users are solely responsible for maintaining the security of all user names and passwords granted to it, for the security of its information systems used to access the application, and for its Users’ compliance with the terms of this Agreement. BettyBot LLC has the right at any time to terminate or suspend access to any Authorized User if BettyBot LLC reasonably believes that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the application, BettyBot LLC (including its officers, directors, employees and agents), and BettyBot LLC’s other customers.
3.4 By using the Betty Bot application, Betty Bot Users grant to BettyBot LLC a royalty-free, worldwide, fully transferable, irrevocable, and perpetual license to use or incorporate any of their recommendations, improvement suggestions, or feedback, including utilization data, provided by Betty Bot Users.
4 Support Services
4.1 BettyBot LLC shall, at its sole discretion, provide to Betty Bot Users technical support services for the application on the same basis as it provides such services to similarly situated Betty Bot Users.
4.2 BettyBot LLC shall, at its sole discretion, apply updates to the application from time to time.
4.3 BettyBot LLC shall, at its sole discretion, use commercially reasonable efforts to correct all Errors to the application or to provide a reasonable workaround as soon as is possible during BettyBot LLC’s normal business hours.
4.4 BettyBot LLC is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by: (i) the acts, omissions, negligence or willful misconduct of Betty Bot Users; (ii) any failure or defect of Betty Bot Users’ or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of BettyBot LLC’s or its managed services provider’s point of presence); or (iii) a Force Majeure Event.
4.5 BettyBot LLC is not obligated to provide services for (i) development of new features, or (ii) any service change requested by Betty Bot Users and not agreed by BettyBot LLC in writing.
5 Intellectual Property
5.1 Betty Bot Users acknowledge that they obtain no ownership rights in the application, or any of its related Services, Software, or Work Product All rights to the application Services, Software, and/or Work Product, including but not limited to any accompanying technical documentation, Confidential Information, trade secrets, trademarks, service marks, patents, copyrights, and other proprietary information, are, shall be, and will remain the sole property of BettyBot LLC or any third party from whom BettyBot LLC has licensed such software or technology.
5.2 By using the Betty Bot application, Betty Bot Users grant to BettyBot LLC, a non-exclusive, non-transferable, non-sublicensable right and license to use, copy, transmit, modify and display the Betty Bot User Data solely for purposes of providing the application and related services to Betty Bot Users hereunder.
5.3 Betty Bot Users hereby grant to BettyBot LLC a perpetual, irrevocable, worldwide, royalty-free, sublicensable, non-exclusive license to create, process, reproduce, store, display, modify, translate, create derivative works from, make available and otherwise use Aggregated Data in connection with developing, providing, maintaining, supporting, or improving the application or any of BettyBot LLC’s current and future products and services, or for any other lawful purpose.
5.4 BettyBot LLC owns all right, title and interest in the Enrichment Data. Betty Bot Users acknowledge that BettyBot LLC utilizes Enrichment Data across its entire service to benefit the experience of its customers and all Betty Bot Users and that Enrichment Data will not be deleted upon termination of this Agreement, except to the minimum extent required by applicable law. BettyBot LLC agrees that it shall not contact Betty Bot Users using email addresses provided by them and retain those emails solely for the purpose of associating previously generated Enrichment Data for future use if another Betty Bot User already has said email address in their own database. BettyBot LLC further represents that under no circumstances will it sell email addresses to any 3rd party.
6.1 The Betty Bot application, and all of its content, applications, software, functions, and materials, is provided “as is,” “with all faults” and without any warranties of any kind, express or implied. BettyBot LLC, and its owners, shareholders, directors, officers, employees, representatives and affiliates (collectively “BettyBot LLC”), expressly disclaim any and all warranties in any way related to the Betty Bot application, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, title, merchantability, data accuracy, system integration, and informational content.
6.2 In addition to the disclaimers in Section 6.1 above, BettyBot LLC also makes no warranties or representations regarding operation of the Betty Bot application, the accuracy or reliability of the information provided by the application, or the results of the use of the materials available or any other website linked to Betty Bot. The application materials may be out of date, and BettyBot LLC makes no commitment to update such materials. Betty Bot Users also acknowledge that BettyBot LLC does not operate or control the internet. BettyBot LLC does not warrant that the files available for downloading, if any, will be free from infection, viruses, worms, trojan horses, or other malicious code that manifest contaminating or destructive properties. BettyBot LLC also does not warrant that Betty Bot, its related software, materials, products, or services will be uninterrupted or error-free or that any defects in software, materials, products, or services will be corrected.
6.3 Betty Bot Users agree to assume all obligations: (i) related to the use of Betty Bot to achieve its intended results, and (ii) related to any decisions or advice made or given as a result of the use or application of Betty Bot or any materials retrieved from the application, including those to any third party, for the content, accuracy, and review of such results.
7 Confidential Information
7.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose confidential or proprietary business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). In addition to Confidential Information as defined in Section 1 of this Agreement, the Confidential Information of BettyBot LLC includes non-public information regarding features, functionality and performance of the application or Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after the later of five (5) years following the disclosure thereof, or the termination of this Agreement, or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed by Receiving Party prior to its disclosure and without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law.
8 Overall Limitation of Damages
8.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, BettyBot LLC AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND BettyBot LLC’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED A TOTAL OF FIVE HUNDRED DOLLARS ($500.00). IN EACH CASE, WHETHER OR NOT BettyBot LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.1 BettyBot LLC may terminate this Agreement immediately and without notice in the event that any Betty Bot User breaches any term or condition of this Agreement, or discontinues use of the Betty Bot application.
10 Rights Upon Termination.
10.1 In the event of termination as described in Section 9, BettyBot LLC will have no obligation to maintain or provide any Customer or User Data and may, upon written request, unless legally prohibited, delete all User Data in its systems or otherwise in its possession or under its control.
10.2 The termination of this Agreement shall not extinguish any rights or obligations of the parties relating to protection of Confidential Information or to the protection of BettyBot LLC’s intellectual property rights.
11.1 Betty Bot Users shall not sell, pledge, assign, sublicense, or otherwise assign, transfer or share its rights or delegate its obligations under this Agreement without the prior written consent of BettyBot LLC. Any attempt to sell, pledge, assign, sublicense or otherwise transfer in violation hereof shall be void and of no force or effect. BettyBot LLC may assign its rights and delegate its duties hereunder at any time without the consent of Betty Bot Users.
12 General Provisions
12.1 Applicable Law. The parties agree that this Agreement and interpretation thereof shall be governed, construed and performed in accordance with the laws of the State of Louisiana, exclusive of its choice of law provisions. The parties agree that the United Nations Convention for the International Sale of Goods shall not apply to this agreement.
12.2 Required Consents. Betty Bot User warrants that it has obtained lawful permission to use all hardware and software required in order for the services to take place.
12.3 Modification. This Agreement may be modified or amended at any time and in the sole discretion of BettyBot LLC, by updating this posting. In addition, BettyBot LLC may modify the Betty Bot application and its related materials, features and services at any time without prior notice to Betty Bot Users. By using the Betty Bot application, Betty Bot Users agree to be bound by any such revisions.
12.4 No Waiver. The failure of either party to exercise any right or the waiver by either party of any breach, shall not prevent subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of the Agreement.
12.5 Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon the later of (a) personal delivery, or (b) the second business day after mailing.
12.6 Force Majeure. BettyBot LLC shall not be deemed in default of this Agreement to the extent that performance of any of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of materials or supplies or any other cause beyond its control (“Force Majeure”). In the event of such Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure but not in excess of twelve months.
12.7 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes any prior oral or written promises or agreements. There are no promises, covenants, or undertakings other than those expressly set forth in this Agreement and any related Statements of Work.
12.8 Equitable Remedies. The parties recognize that money damages may not be an adequate remedy for any breach or threatened breach of any obligation hereunder by a Betty Bot User involving intellectual property or Confidential Information. The parties therefore agree that, in addition to any other remedies available hereunder, by law or otherwise, BettyBot LLC and any third party from whom BettyBot LLC has licensed software or technology shall be entitled to an injunction against any such continued breach by a Betty Bot User of such obligations.
12.9 RELATIONSHIP OF THE PARTIES. BettyBot LLC shall perform the Services as an independent contractor. Nothing in this Agreement nor in the course its performance shall be construed to create a relationship of principal and agent, joint venture, partnership, association or employment between the parties. Neither party shall represent to any third party that it is the agent or employee of the other.
12.10 Exclusive Jurisdiction and Venue. Any cause of action arising out of or related to this Agreement, including an action to confirm or challenge an arbitration award, may only be brought in the courts of applicable jurisdiction in New Orleans Louisiana, and the parties hereby submit to the jurisdiction and venue of such courts.
12.11 Dispute Resolution. Except for actions seeking Equitable Remedies as described in Section 15.12, any dispute occurring or relating to this agreement, or breach thereof, should be determined by arbitration in accordance with the arbitration rules of the American Arbitration Association. Any arbitration shall proceed in the State of Louisiana. Judgment upon the award of the arbitrator(s) may be entered in any court having jurisdiction thereof.
12.12 Validity of Provisions. In the event any provision, or any part or portion of any provision, of this Agreement, or of any Statement of Work or Order Form included herewith, shall be held to be invalid, void or otherwise unenforceable, that provision shall be deemed modified so as to carry out the intent of the parties to the maximum extent permitted by law,
and shall not affect the remaining part or portion of that provision, or any other provision hereof.
12.13 International Use. BettyBot LLC makes no representation that the Betty Bot application, or its related materials, features or services, are appropriate or available for use in locations outside the United States. Betty Bot Users who choose to access the Betty Bot application from locations outside the United States do so at their own initiative and are solely responsible for compliance with local laws. If a Betty Bot User provides data about itself or any individuals residing outside the United States (Personal Data) such data may be stored on servers in the United States. It is the Betty Bot User’s responsibility to ensure that it has all required authorizations to enter this information. BettyBot LLC acts as the owner/controller of such Personal Data. If applicable, the Parties incorporate by reference the European Commission standard contractual clauses for the transfer of personal data to controllers in third countries (2004/915/EC).
12.14 Property Rights. BettyBot LLC’s internet web site, https://bettybot.ai/, where the Betty Bot application resides, is protected by law, including, but not limited to, United States copyright law. The contents of the Betty Bot application, including but not limited to text, photographs, graphics, and source code, are copyrighted materials of BettyBot LLC or its licensors, all rights reserved. The name “Betty Bot”, and its associated graphics, are registered trademarks, service marks and/or trade dress of BettyBot LLC or its licensors, and users may not copy, imitate or use the Trademarks, in whole or in part, for any purpose, including without limitation in any marketing or advertising materials, without the express written consent of BettyBot LLC.