Contentsquare AI : Early Access Program Terms
These Early Access Program Terms for Contentsquare AI EAP (“AI EAP Terms”) set forth the terms and conditions pursuant to which you (“you” or “Customer”) and the applicable Contentsquare entity set forth in Section 11 below (“Contentsquare”) agree to participate in an early access program so that you may evaluate the use and performance of the Contentsquare AI EAP (defined below). By accepting these terms, Customer agrees that these AI EAP Terms shall solely govern Customer’s access to and use of Contentsquare AI EAP. Customer further agrees that the Contentsquare AI EAP is a separate and distinct offering from and does not form part of the “Services” as defined under Customer’s Master Services Agreement with Contentsquare or any other service or product licensed or offered therein or in any other agreement Customer may have with Contentsquare.
The AI EAP Terms are effective as of the date of Customer’s acceptance of this Contentsquare AI EAP.
This is a legal and enforceable agreement between you and Contentsquare. The Contentsquare AI EAP is provided for the purpose of enterprise corporate use. By downloading, installing, activating, and/or otherwise using any part of a Contentsquare AI EAP, you are representing to Contentsquare that you have the authority to bind that organization and to agree on behalf of such organization (therefore "you" and "your" will refer also to that organization) and that you have read and that you agree to comply with and are bound by the terms and conditions of these AI EAP Terms (in particular the limitation of liability at Section 10) and all applicable laws and regulations. Please print a copy of this agreement for your records.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE AI EAP TERMS OR IF YOU LACK AUTHORITY TO BIND YOUR ORGANIZATION TO THESE TERMS, THEN YOU MAY NOT USE ANY PART OF THE CONTENTSQUARE AI EAP.
Definitions:
‘’Contentsquare AI EAP’’ means any product(s), feature(s) or functionality(ies) made available by Contentsquare or its affiliates to Customer as part of an early access service that utilize general-purpose models such as large language models and natural language processing which are trained using self-supervision at scale and designed to generate new content.
‘’Input’’ means all content, text, speech, prompt or other inputs submitted by the Customer to, and processed by, Contentsquare AI EAP.
“Output” means all results generated and returned to the Customer by Contentsquare AI EAP based on the Input.
1. CONTENTSQUARE AI EAP
Subject to the terms set forth herein and solely during the term notified to Customer, Contentsquare grants Customer a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use the Contentsquare AI EAP.
2. INPUT
Customer is solely responsible for the Input, including for its quality, legality (including for obtaining all necessary consents) and sufficiency. Customer agrees not to submit any Input that: (a) includes trademarks or other materials protected by third party intellectual property rights, (b) violates any other third party rights, or (c) violates applicable law or these AI EAP Terms.
3. OWNERSHIP AND FEEDBACK
Contentsquare and its licensors are the sole and exclusive owner of all rights, title, and interest in and to the Contentsquare AI EAP, including but not limited to all algorithms or models (including those included in the Output), and, unless expressly granted, reserves all right, title, and interest in and to the same. Any data, information, or material that Customer makes available to Contentsquare by using the Contentsquare AI EAP (‘’Customer Data’’) is and will remain Customer’s property. Customer understands that Third Parties may submit prompts generating results that are similar or identical to Output, and Customer acknowledges that it has no right, title or interest in or to any such third party output.
By agreeing to participate in the Contentsquare AI EAP, Customer agrees that it shall provide suggestions, comments, or other feedback to Contentquare regarding the Contentsquare AI EAP (“Feedback”). Customer hereby assigns to Contentsquare all of Customer rights, title, and interest in the Feedback, and Customer agrees that Contentsquare may use the Feedback without restriction from Customer or compensation to Customer.
4. RESTRICTIONS ON USE
Customer will not and will ensure that Customer’s authorized employees, independent contractors, and agents, do not, directly or indirectly:
I. Use Contentsquare AI EAP or its Outputs outside the permitted scope of the the AI EAP Terms;
II. Remove proprietary notices or mislead others about the origin of the Output including to believe it’s solely human generated;
III. Reverse engineer, decompile, disassemble or copy any of the Contentsquare AI EAP or technologies, derive source code, object code, or trade secrets or create any derivative works from or about any of the Contentsquare AI EAP or technologies;
IV. Modify, translate, enhance, or otherwise change the Contentsquare AI EAP or its intended purpose; or prepare derivative works of the Contentsquare AI EAP, including creation and distribution of add-ons or enhancements or incorporation either independently or into another product unless expressly agreed between the parties;
V. Use the Contentsquare AI EAP for any purpose other than the purpose outlined in Section 1, including for: benchmarking, competitive analysis, the development of a competing product or for high risk activities;
VI. Use the Contentsquare AI EAP or its Outputs in violation of third party rights or applicable laws or for the storage or transmission of infringing, libelous, unlawful, or tortious material or store material in violation of third party rights or applicable laws.
VII. Use Contentsquare AI EAP for purposes or with effects that induce bias or are harmful, discriminatory, harassing or unethical;
5. CONFIDENTIAL INFORMATION
“Confidential Information” means any trade secrets or other information of either party, whether of a technical, business or other nature that is disclosed to the other party (“Receiving Party”), and that is marked “confidential,” or, whether or not marked, that a reasonable person would understand to be confidential given the circumstances of the disclosure. Confidential Information does not include any information that: (a) was known to the Receiving Party before receiving it from the disclosing party; (b) is independently developed by the Receiving Party without use of or reference to any Confidential Information of the disclosing party; (c) is acquired by the Receiving Party from another source that did not receive it in confidence from the disclosing party; or (d) is or becomes part of the public domain through no fault or action of the disclosing party.
During and after the term of the Contentsquare AI EAP, the Receiving Party will: (i) use the Confidential Information of the disclosing party only for purposes that are within the scope of these AI EAP Terms; (ii) not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants and service providers as set out in these AI EAP Terms; and (iii) protect such Confidential Information from unauthorized use and disclosure using no less than a reasonable degree of care. Output will not be Confidential Information except to the extent it contains Customer Data.
6. DISCLAIMER
Contentsquare AI EAP uses emerging technology and Contentsquare has not verified the accuracy of the Output. Customer acknowledges that the Output may not reflect current, correct, or complete information and should not rely on any Output without independently evaluating their accuracy and appropriateness of use.
7. DATA PROTECTION
Where and only to the extent that, Contentsquare processes personal data as defined under applicable data protection laws and regulations on Customer’s behalf, in the course of providing the Contentsquare AI EAP to Customer pursuant to these Contentsquare AI EAP Terms, Customer agrees and submits to the provisions of Contentsquare’s standard Data Processing Addendum (as set forth at https://contentsquare.com/privacy-center/data-processing-agreement/) shall apply.
8. THIRD PARTY PROVIDERS
Contentsquare uses its proprietary technology, as well as technology provided by third party service providers (‘’Third Party Provider(s)’’) to provide Contentsquare AI EAP. In order for Customer to access Contentsquare AI EAP, Customer acknowledges and agrees that Input and Output will be submitted to Contentsquare AI EAP and shared with Third Party Providers. Third Party Providers used in the provision of the Contentsquare AI EAP are identified in the AI Model List (as set forth at https://contentsquare.com/legal/AI-model-list) as may be updated from time to time. If Third Party Providers require Contentsquare to flow down additional terms to Customer, they will be identified in the AI Model List and Customer agrees to comply with such terms.
9. TERM AND TERMINATION
These AI EAP Terms will continue from the date of Customer’s acceptance of these terms until (i) terminated immediately upon notice from Contentsquare in its sole discretion; (ii) Customer terminates the Contentsquare AI EAP by providing ten (10) days’ prior written notice; or (iii) the commercial release by Contentsquare of a GA Service of the Contentsquare AI EAP(the “Term”). Following the commercial release by Contentsquare of the GA Service, any continued access to and use of the GA Service following the termination of the Contentsquare AI EAP, Customer may be required to: (a) purchase a subscription plan subject to separate terms and conditions; and/or (b) enter into an order form specifying the purchase of the applicable GA Service or such other documentation as may be required by Contentsquare.
10. MODIFICATIONS, EXCLUSION OF DAMAGES AND WARRANTY, LIMITATION OF LIABILITY
Contentsquare reserves the right to modify the permitted use of or suspend Customer’s access to any Contentsquare AI EAP at any time and for any reason. To the full extent permitted by law, under no circumstances, and regardless of the nature of the claim, shall Contentsquare or its Affiliates or licensors be liable to Customer for loss of profits, loss of sales or business, loss of anticipated savings, loss of use or corruption of software, data or information, work stoppage or any consequential, incidental, indirect, special, cover, punitive, or exemplary damages arising out of or related Customer use of the Contentsquare AI EAP including the Outputs, even if apprised of the likelihood of such losses.
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CONTENTSQUARE AI EAP IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT ANY INDEMNIFICATION, SUPPORT, OR WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. CONTENTSQUARE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTENTSQUARE AI EAP INCLUDING THAT OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, AND AGENTS WILL BE LIMITED TO $1,000 USD (ONE THOUSAND US DOLLARS).
11. GENERAL
A. SURVIVAL. Sections 2, 4, 6, and 10 will survive termination of these AI EAP Terms.
B. ASSIGNMENT. You may not transfer or assign any of its rights or obligations under these AI EAP Terms without the prior written consent of Contentsquare.
C. ENTIRE AGREEMENT. These AI EAP Terms and any documents it is comprised of or referred to herein, constitutes the final, complete and exclusive expression of the agreement between the parties regarding the Contentsquare AI EAP.
D. NO REPRESENTATION OR FURTHER OBLIGATIONS. Each party agrees that its acceptance of these AI EAP Terms does not obligate it to enter into any further agreements or to proceed with any possible relationship or transaction with the other party. None of the Confidential Information disclosed hereunder will constitute any representation, warranty, assurance, guarantee, or inducement with respect to the accuracy or completeness of any Confidential Information.
E. Contentsquare Contracting Entity, Governing Law and Venue. Unless otherwise stated in an ordering document, the Contentsquare Contracting Entity, the governing law in any dispute or lawsuit arising out of or in connection with these AI EAP Terms and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled. These AI EAP Terms are governed by the applicable governing law indicated in the Contracting Entities Schedule (as set forth at https://contentsquare.com/legal/entity-schedule/) without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. Both parties submit to the personal jurisdiction of the applicable courts indicated below.