1.Acceptance of Terms
PLEASE READ THIS END USER LICENSE AGREEMENT (“Agreement”) CAREFULLY BEFORE USING THE C-GEN.AI SERVICES (THE “Services”) OFFERED BY C-GEN.AI, CORP. (“C-Gen.AI”). BY ACCESSING OR USING THE SERVICES IN ANY MANNER, INCLUDING CLICKING “I ACCEPT,” “I AGREE,” OR “SUBMIT,” YOU (“Licensee”) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS.
IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS AND TO BIND SUCH ENTITY AS THE LICENSEE.
2.Access to the Services
Subject to Licensee’s compliance with this Agreement, C-Gen.AI grants Licensee a nonexclusive, nontransferable, nonsublicensable, limited right and license to access and use the Services solely for Licensee’s internal business purposes, in accordance with any accompanying documentation.
C-Gen.AI may modify, suspend, or discontinue the Services or any part thereof at any time without notice or liability. Licensee acknowledges that such modifications may affect prior features or functions of the Services.
3.Service Updates
From time to time, C-Gen.AI may provide upgrades, patches, enhancements, or fixes for the Services (“Updates”). All Updates are subject to this Agreement. C-Gen.AI has no obligation to provide Updates or maintain backward compatibility, and may make changes or improvements to the Services in its sole discretion.
4.Ownership and Feedback
As between the parties, C-Gen.AI retains all right, title, and interest in and to the Services, including all intellectual property rights, and any copies or derivative works thereof. No rights or licenses are granted except as expressly set forth in this Agreement.
Licensee may (but is not required to) provide suggestions, comments, or feedback (“Feedback”) regarding the Services. Licensee grants to C-Gen.AI a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, copy, modify, and otherwise exploit such Feedback for any purpose, without restriction or obligation.
5.Restrictions
Licensee shall not, and shall not permit any third party to:
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Services (except as permitted by law);
- Modify, translate, or create derivative works of the Services;
- Copy, rent, lease, lend, distribute, assign, sublicense, or otherwise transfer the Services;
- Use the Services for the benefit of or on behalf of any third party;
- Remove or alter any proprietary notices or labels;
- Use the Services to build or assist in building a competitive product or service;
- Interfere with or attempt to interfere with the proper functioning of the Services;
- Conduct security testing, benchmarking, scraping, or automated access without C-Gen.AI’s prior written consent; or
- Circumvent any security or access-control measures used by C-Gen.AI.
Licensee must comply with all applicable laws and regulations in connection with its use of the Services, including data privacy, export control, and intellectual property laws.
6.Data and Privacy
Licensee retains all ownership rights in any data submitted through the Services (“Licensee Data”). C-Gen.AI may process Licensee Data solely to provide, maintain, and improve the Services, and may use aggregated or de-identified data for analytics and benchmarking purposes.
Use of the Services is also subject to the C-Gen.AI Privacy Policy (the “Privacy Policy”), which is incorporated herein by reference.
7.Termination
This Agreement remains in effect until terminated. Licensee may terminate at any time by discontinuing use of the Services. C-Gen.AI may suspend or terminate this Agreement or Licensee’s access to the Services at any time, for any reason, including violation of this Agreement.
Upon termination, all rights granted hereunder shall immediately cease, and C-Gen.AI may delete or disable access to all Licensee Data in accordance with its data retention practices.
8.Indemnification
Licensee shall defend, indemnify, and hold harmless C-Gen.AI, its affiliates, and their respective officers, directors, employees, and agents (collectively, “C-Gen.AI Parties”) from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Licensee’s use or misuse of the Services; (b) Licensee’s breach of this Agreement; or (c) Licensee’s violation of any applicable law or third-party right.
9.Disclaimer
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
C-GEN.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DATA WILL BE SECURE OR NOT LOST.
10.Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY OF THE C-GEN.AI PARTIES BE LIABLE UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR:
(a) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES;
(b) LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL;
(c) BUSINESS INTERRUPTION OR SYSTEM FAILURE;
(d) ANY SUBSTITUTE GOODS OR SERVICES; OR
(e) ANY AMOUNT IN EXCESS OF ONE HUNDRED U.S. DOLLARS ($100) IN THE AGGREGATE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH CASES, THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11.Compliance and Export Control
Licensee represents and warrants that it is not located in, under the control of, or a national or resident of any country or entity prohibited by U.S. export control laws or regulations. Licensee agrees not to use or otherwise export the Services in violation of such laws.
12.Miscellaneous
This Agreement constitutes the entire understanding between Licensee and C-Gen.AI with respect to its subject matter and supersedes all prior communications, proposals, or agreements (oral or written).
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California.
Licensee may not assign this Agreement or any rights or obligations hereunder without prior written consent of C-Gen.AI. C-Gen.AI may assign this Agreement freely.
All notices under this Agreement must be in writing and will be deemed given when delivered to the contact information provided by the receiving party or to C-Gen.AI at:
C-Gen.AI, Corp. — Legal Department
800 W. El Camino Real, #180, Mountain View, 94040 CA
legal@c-gen.ai
If any provision is held invalid or unenforceable, it shall be limited or reformed to the minimum extent necessary, and the remainder shall remain in full force and effect.
Failure to enforce any provision shall not constitute a waiver of that or any other provision.