Terms of Service
User License Angreement
This ExtensityAI End User License Agreement (“EULA”) is between ExtensityAI FlexCo (“ExtensityAI”) and you (“You” or “Customer”), the individual or entity acquiring and/or providing access to the ExtensityAI On-Premise Products. The EULA governs your on-premise access to and use of ExtensityAI’s downloadable Python and R distribution of conda, conda-build, Python, and over 200 open-source scientific packages and dependencies (“ExtensityAI Distribution”); ExtensityAI’s data science and machine learning platform (the “Platform”); and ExtensityAI’s related Software, Documentation, Content, and other related desktop services, including APIs, through which any of the foregoing are provided to You (collectively, the “On-Premise Products”).
Capitalized terms used in this EULA and not otherwise defined herein are defined at https://extensity.ai (the “Definitions”).
AS SET FORTH IN SECTION 1 BELOW, THERE ARE VARIOUS TYPES OF USERS FOR THE ON-PREMISE PRODUCTS. THUS, EXCEPT WHERE INDICATED OTHERWISE, “YOU” SHALL REFER TO CUSTOMER AND ALL TYPES OF USERS. YOU ACKNOWLEDGE THAT THIS EULA IS BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THIS EULA BY:
(I) CLICKING A BUTTON OR CHECKBOX,
(II) SIGNING A SIGNATURE BLOCK SIGNIFYING YOUR ACCEPTANCE OF THIS EULA; AND/OR
(III) REGISTERING TO, USING, OR ACCESSING THE ON-PREMISE PRODUCTS, WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”).
Except as may be expressly permitted by this EULA, You may not sell or exchange anything You copy or derive from our On-Premise Products. Subject to your compliance with this EULA, ExtensityAI grants You a personal, non-exclusive, non-transferable, limited right to use our On-Premise Products strictly as detailed herein.
Plans & Accounts
1.1 Our plans
Unless otherwise provided in an applicable Order or Documentation, access to the On-Premise Products is offered on a Subscription basis, and the features and limits of your access are determined by the subscribed plan or tier (“Plan”) You select, register for, purchase, renew, or upgrade or downgrade into. To review the features and price associated with the Plans, please visit https://www.extensity.ai. Additional Offering Specific Terms may apply to You, the Plan, or the On-Premise Product, and such specific terms are incorporated herein by reference and form an integral part hereof.
FREE PLANS
ExtensityAI allows You to use the Free Offerings (as defined hereinafter), Trial Offerings (as defined hereinafter), Pre-Release Offerings (as defined hereinafter), and Scholarships (as defined hereinafter) (each, a “Free Plan”), without charge, as set forth in this Section 1.1(a). Your use of the Free Plan is restricted to Internal Business Purposes. If You receive a Free Plan to the On-Premise Products, ExtensityAI grants You a non-transferable, non-exclusive, revocable, limited license to use and access the On-Premise Products in strict accordance with this EULA. We reserve the right, in our absolute discretion, to withdraw or to modify your Free Plan access to the On-Premise Products at any time without prior notice and with no liability.
I) FREE OFFERINGS
ExtensityAI maintains certain On-Premise Products, including ExtensityAI Open Source that are generally made available to Community Users free of charge (the “Free Offerings”) for their Internal Business Use. The Free Offerings are made available to You, and Community Users, at the Free Subscription level strictly for internal:
(i) Personal Use,
(ii) Educational Use,
(iii) Open-Source Use, and/or
(iv) Small Business Use.
(a) Your use of ExtensityAI Open Source is governed by the ExtensityAI Open-Source Terms, which are incorporated herein by reference.
(b) You may not use Free Offerings for commercial purposes, including but not limited to external business use, third-party access, Content mirroring, or use in organizations over two hundred (200) employees (unless its use for an Educational Purpose) (each, a “Commercial Purpose”). Using the Free Offerings for a Commercial Purpose requires a Paid Plan with ExtensityAI.
II) TRIAL OFFERINGS
We may offer, from time to time, part or all of our On-Premise Products on a free, no-obligation trial basis (“Trial Offerings”). The term of the Trial Offerings shall be as communicated to You, within the On-Premise Product or in an Order, unless terminated earlier by either You or ExtensityAI, for any reason or for no reason. We reserve the right to modify, cancel and/or limit this Trial Offerings at any time and without liability or explanation to You. In respect of a Trial Offering that is a trial version of a paid Subscription (the “Trial Subscription”), upon termination of the Trial Subscription, we may change the Account features at any time without any prior written notice.
III) PRE-RELEASED OFFERINGS
We may offer, from time to time, certain On-Premise Products in alpha or beta versions (the “Pre-Released Offerings”). We will work to identify such Pre-Released Offerings as Pre-Release Offerings (such as in version comments). Pre-Released Offerings are On-Premise Products that are still under development, and as such are still in the process of being tested and may be inoperable or incomplete and may contain bugs, speed/performance and other issues, suffer disruptions and/or not operate as intended and designated, more than a typical On-Premise Product. PRE-RELEASED OFFERINGS ARE PROVIDED WITH NO REPRESENTATIONS OR WARRANTIES REGARDING ITS USE AND MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH APPLICABLE SPECIFICATIONS, AND MAY PRODUCE UNINTENDED OR ERRONEOUS RESULTS. YOU MAY NOT USE UNLESS YOU ACCEPTS THE PRE-RELEASED OFFERINGS “AS IS” WITHOUT ANY WARRANTY WHATSOEVER.
IV) SCHOLARSHIPS
We may offer at our sole discretion part or all of our paid On-Premise Products on a fee-exempt Subscription basis (each, a “Scholarship”), subject to our Scholarship Program Terms. The Subscription Term of the Scholarship shall be as communicated to You, in writing, within the On-Premise Product or in an Order, unless terminated earlier by either You or ExtensityAI, for any reason or for no reason. We reserve the right to modify, cancel and/or limit the Scholarship at any time and without liability or explanation to You.
V) FREE PLAN TERMS
The Free Plans are governed by this EULA, provided that notwithstanding anything in this EULA or elsewhere to the contrary, with respect to Free Plans:
(i) SUCH SERVICES ARE LICENSED HEREUNDER ON AN “AS-IS”, “WITH ALL FAULTS”, “AS AVAILABLE” BASIS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND;
(ii) THE INDEMNITY UNDERTAKING BY ExtensityAI SET FORTH IN SECTION 14.2 HEREIN SHALL NOT APPLY; and
(iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ExtensityAI, ITS AFFILIATES, OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THE ON-PREMISE PRODUCTS UNDER THE FREE PLANS, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
We make no promises that any Free Plans will be made available to You and/or generally available.
b. PAID PLANS
To use some functionalities and features of the On-Premise Products, it is necessary to purchase a Subscription to an On-Premise Product available for a charge (a “Paid Plan”). A Paid Plan can be an individual-level (an “Individual Plan”) or an organization-level (an “Org Plan”) plan. The Org Plan allows your employees or Affiliate employees to register as Users (each, an “Org User”), and each Org User will be able to register for an Account and use and access the On-Premise Products (a “Seat”).
I) INDIVIDUAL PLANS
If You purchase an Individual Plan, ExtensityAI grants You a non-transferable, non-exclusive, revocable, limited license to use and access the On-Premise Products solely for your own personal use for the Subscription Term selected in strict accordance with this EULA.
II) ORG PLNS
If You purchase an Org Plan, ExtensityAI grants You a non-transferable, non-exclusive, revocable, limited license for your Org Users to use and access the applicable On-Premise Products for the Subscription Term selected in strict accordance with this EULA.
1.2 Accounts
a) INDIVIDUAL ACCOUNTS
To access certain features of the On-Premise Products, You may be required to create an account having a unique name and password (an “Account”). The first user of the Account is automatically assigned administrative access and control of your Account (the “Admin”). When You register for an Account, You may be required to provide ExtensityAI with some information about yourself, such as your email address or other contact information.
b) ORG ACCOUNTS
If You are an organization, on an Org Plan, You may be able to invite other Org Users within your organization to access and use the On-Premise Products under your organizational Account (your “Org Account”), assign certain Org Users Admin access, and share certain information, such as artifacts, tools, or libraries, within your Org Account by assigning permissions to your Org Users. You represent and warrant to ExtensityAI that the person accepting this EULA is authorized by You to register for an Org Account and to grant access and control to your Org Users.
c) YOUR ACCOUNT OBLIGATIONS
You agree that the information You provide to us is accurate and that You will keep it accurate and up to date at all times, including with respect to the assignment of any access, control, and permissions under your Org Account. When You register, you will be asked to provide a password. You (and your Org Users, if you have an Org Account) are solely responsible for maintaining the confidentiality of your Account, password, and other access control mechanism(s) pertaining to your use of certain features of the On-Premise Products (such as API tokens), and You accept responsibility for all activities that occur under your Account. If You believe that your Account is no longer secure, then You must immediately notify us via email or the Support Center. We may assume that any communications we receive under your Account have been made by You. You will be solely responsible and liable for any losses, damages, liability, and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either You or any other Authorized User or third party on your behalf.
d) AUTHORIZED USERS
I) YOUR AUTHORIZED USERS
Your "Authorized Users" are your employees, agents, and independent contractors (including outsourcing service providers) who you authorize to use the On-Premise Products under this EULA solely for your benefit in accordance with the terms of this EULA. The features and functionalities available to Authorized Users are determined by the respective Plan governing such Account, and the privileges of each such Authorized User are assigned and determined by the Account Admin(s). For more information on the rights, permissions, and types of Authorized Users, visit the Support Center.
II) YOUR AFFILIATES
No Affiliate will have any right to use the On-Premise Products provided under a Paid Plan unless and until You expressly purchase a Subscription to use the On-Premise Products in an Order. If You expressly purchase a Subscription to the On-Premise Products for your Affiliates, such Affiliates may use the On-Premise Products purchased on behalf of and for benefit of You or your Affiliates as set forth on the Order in accordance with the terms of this EULA. You shall at all times retain full responsibility for your Affiliate’s compliance with the applicable terms and conditions of this EULA. Your Affiliates and their individual employees, agents, or contractors accessing or using the On-Premise Products (subject to payment for any such use pursuant to an Order) on your Affiliates’ behalf under the rights granted to You pursuant to this EULA shall be “Authorized Users” for purposes of this EULA.
III) YOUR END CUSTOMERS
Your “End Customers” are end users of your Bundled Product(s), who obtain access to the embedded On-Premise Products in your Bundled Product(s), without the right to further distribute or sublicense the On-Premise Products. If You expressly purchase a Subscription to the On-Premise Products for your Embedded Use, such End Customers may use the On-Premise Products purchased on behalf of and for benefit of You or your End Customer, as set forth in the Order, in accordance with the terms of this EULA, the Embedded Use Addendum, and Embedded End Customer Terms. You shall at all times retain full responsibility for your End Customer’s compliance with the applicable terms and conditions of this EULA and the Embedded Use Addendum. Your End Customers accessing or using the On-Premise Products (subject to payment for any such use pursuant to an Order) on your behalf under the rights granted to You pursuant to the applicable Order, this EULA, and the Embedded Addendum shall be “Authorized Users” for purposes of this EULA.
IV) YOUR RESPONSIBILITY FOR AUTHORIZED USERS
You acknowledge and agree that, as between You and ExtensityAI, You shall be responsible for all acts and omissions of your Authorized Users, and any act or omission by an Authorized User which, if undertaken by You would constitute a breach of this EULA, shall be deemed a breach of this EULA by You. You shall ensure that all Authorized Users are aware of the provisions of this EULA, as applicable to such Authorized User’s use of the On-Premise Products, and shall cause your Authorized Users to comply with such provisions. ExtensityAI reserves the right to establish a maximum amount of storage and a maximum amount of data that You or your Authorized Users may store within, or post, collect, or transmit on or through the On-Premise Products.
Access & Use
2.1 General License Grant
If You purchase a Subscription to the On-Premise Products pursuant to an Order, or access the On-Premise Products through a Free Plan, then this Section 2.1 will apply.
a) ON-PREMISE PRODUCTS
In consideration for your payment of Subscription Fees (for Paid Plans), ExtensityAI grants to You, and You accept, a nonexclusive, non-assignable, and nontransferable limited right during the Subscription Term, to use the On-Premise Products and related Documentation solely in conjunction with the purchased On-Premise Products, for your Internal Business Purposes and subject to the terms and conditions of the EULA. With respect to the Documentation, You may make a reasonable number of copies of the Documentation applicable to the purchased On-Premise Product(s) solely as reasonably needed for your Internal Business Use in accordance with the express use rights specified herein.
b) CLOUD SERVICES
In consideration for your payment of Subscription Fees (for Paid Plans), ExtensityAI grants to You, and You accept, a non-exclusive, non-transferable, non-sublicensable, revocable limited right and license during the Subscription Term, to use the Cloud Services and related Documentation solely in conjunction with the On-Premise Products, for your Internal Business Purposes and subject to the terms and conditions of this EULA. With respect to the Documentation, You may make a reasonable number of copies of the Documentation applicable to the Cloud Services solely as reasonably needed for your Internal Business Use in accordance with the express use rights specified herein.
c) CONTENT
In consideration of for your payment of Subscription Fees (for Paid Plans), ExtensityAI hereby grants to You and your Authorized Users a non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Subscription Term:
(i) to access, input, and interact with the Content within the On-Premise Products and
(ii) to use, reproduce, transmit, publicly perform, publicly display, copy, process, and measure the Content solely
(1) within the On-Premise Products and to the extent required to enable the ordinary and unmodified functionality of the On-Premise Products as described in the product descriptions, and
(2) for your Internal Business Purposes.
You hereby acknowledge that the grant hereunder is solely being provided for your Internal Business Use and not to modify or to create any derivatives based on the Content. You will take all reasonable measures to restrict the use of the On-Premise Products to prevent unauthorized access, including the scraping and unauthorized exploitation of the Content.
d) API
We may offer an API that provides additional ways to access and use the On-Premise Products. Such API is considered a part of the On-Premise Product, and its use is subject to this EULA. Without derogating from Section 2.1 herein, You may only access and use our API for your Internal Business Purposes, in order to create interoperability and integration between the On-Premise Products and your Customer Applications, Bundled Product(s), Customer Environment, or other products, services or systems You or your Authorized Users use internally. In consideration of your payment of applicable Subscription Fees, and subject to the terms and conditions of this EULA, ExtensityAI hereby grants You a non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Subscription Term to:
(i) access, use, and make calls for real-time transmission and reception of Content and information through the API, in object code form only;
(ii) access, input, transmit, and interact with the Content solely for use through, with and within the API; and
(iii) use, process, and measure the Content solely to the extent required to enable the display of the Content solely as and how the Content is presented to Authorized Users within the Platform.
We reserve the right at any time to modify or discontinue, temporarily or permanently, You and/or your Authorized Users’ access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and You are solely responsible to ensure that your use of the API is compatible with the current version.
e) EMBEDDED USE
If an applicable Order includes an “Embedded Use” Subscription, you may embed the API’s, Content, and library files of the On-Premise Products, securely and deeply into your product and/or service, such that it will be a component of a larger set of surrounding code or functions that, in combination together, comprise a unique Bundled Product that you provide to your End Customers, provided that End Customers have written agreements with You at least as protective of the rights and obligations contained in this EULA, the Embedded Use Addendum, the Embedded End Customer Terms, and the applicable Order. You may not agree to any terms or conditions that modify, add to, or change in any way the terms and conditions applicable to the On-Premise Products. You will be solely responsible to End Customers for any warranties or other terms provided to them in excess of the warranties and obligations described in this EULA and the Embedded Use Addendum. Any End Customer access to the On-Premise Products may be terminated by ExtensityAI, at any time, if such End Customer is found to be in breach of any term or condition of this EULA, the Embedded Addendum, or the Embedded End Customer Terms.
2.2 Third-Party Services
You may access or use, at your sole discretion, certain third-party products and services that interoperate with the On-Premise Products including, but not limited to:
(a) Third Party Content found in the Repositories,
(b) third-party service integrations made available through the On-Premise Products or APIs, and
(c) third-party products or services that You authorize to access your Account using your credentials (collectively, “Third-Party Services”).
Each Third-Party Service is governed by the terms of service, end user license agreement, privacy policies, and/or any other applicable terms and policies of the third-party provider. The terms under which You access or use of Third-Party Services are solely between You and the applicable Third-Party Service provider. ExtensityAI does not make any representations, warranties, or guarantees regarding the Third-Party Services or the providers thereof, including, but not limited to, the Third-Party Services’ continued availability, security, and integrity. Third-Party Services are made available by ExtensityAI on an “AS IS” and “AS AVAILABLE” basis, and ExtensityAI may cease providing them in the On-Premise Products at any time in its sole discretion and You shall not be entitled to any refund, credit, or other compensation. Unless otherwise specified in writing by ExtensityAI, ExtensityAI will not be directly or indirectly responsible or liable in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with the installation of, use of, or reliance on the performance of any of the Third-Party Services.
2.3 Additional Services
a) PROFESSIONAL SERVICES
ExtensityAI offers Professional Services to implement, customize, and configure your purchased On-Premise Product(s). These Professional Services are purchased under an Order and/or SOW and are subject to the payment of the Fees therein and the terms of the Professional Services Addendum. Unless ordered, ExtensityAI shall have no responsibility to deliver Professional Services to you.
b) SUPPORT SERVICES
ExtensityAI offers Support Services which may be purchased from ExtensityAI. The specific Support Services included with a purchased On-Premise Product will be identified in the applicable Order. ExtensityAI will provide the purchased level of Support Services in accordance with the terms of the Support Policy as detailed in the applicable Order. Unless ordered, ExtensityAI shall have no responsibility to deliver Support Services to You.
I) SUPPORT SERVICE LEVELS
During the applicable Subscription Term, ExtensityAI will provide You with Support Services for the purchased On-Premise Product as listed in APPENDIX A of the Support Policy at the “standard” level, or as otherwise described in the applicable Order.
II) SERVICE LEVEL AGREEMENT
If the On-Premise Product identified in the Order is a qualifying Cloud Service, then, unless otherwise expressly stated in the Order, ExtensityAI will exercise commercially reasonable efforts to provide the Cloud Service to You in accordance with the SLA located in APPENDIX B of the Support Policy.
III) SERVICE LEVEL OBJECTIVE
During the applicable Subscription Term, ExtensityAI will provide You with Vulnerability remediation support for the purchased On-Premise Product as listed in the SLO in APPENDIX C of the Support Policy.
2.4 Additional Policies
a) PRIVACY POLICY
ExtensityAI respects your privacy and limits the use and sharing of information about You collected by ExtensityAI On-Premise Products. The policy at https://extensity.ai (the “Privacy Policy”) describes these methods. ExtensityAI will abide by the Privacy Policy and honor the privacy settings that You choose via the On-Premise Products.
b) TERMS OF SERVICE
Use of all ExtensityAI Cloud Services is governed by the Terms of Service at https://extensity.ai/terms-of-service (the “TOS”).
c) END USER LICENSE AGREEMENT
Use of all ExtensityAI On-Premise Products is governed by the End User License Agreement at https://extensity.ai/terms-of-service (the “EULA”).
d) OFFERING SPECIFIC TERMS
Additional terms apply to certain ExtensityAI On-Premise Products (the “Offering Specific Terms”). Those additional terms, which are available at https://extensity.ai, apply to your purchased On-Premise Products, as applicable, and are incorporated into this EULA.
e) DMCA POLICY
ExtensityAI respects the exclusive rights of copyright holders and responds to notifications about alleged infringement via ExtensityAI On-Premise Products per the copyright policy at https://extensity.ai (the “DMCA Policy”).
f) DISPUTE POLICY
ExtensityAI resolves disputes about Package names, user names, and organization names in the Repository per the policy at https://extensity.ai (the “Dispute Policy”). This includes Package "squatting."
g) TRADEMARK & BRAND GUIDELINES
ExtensityAI permits use of ExtensityAI trademarks per the guidelines at https://extensity.ai (the “Trademark & Brand Guidelines”).
Packages & Content
3.1 Open-Source Software & Packages
Our On-Premise Products include open-source libraries, components, utilities, and third-party software that is distributed or otherwise made available as “free software,” “open-source software,” or under a similar licensing or distribution model (“Open-Source Software”), which is subject to third-party open-source license terms (the “Open-Source Terms”). Certain On-Premise Products are intended for use with open-source Python and R software packages and tools for statistical computing and graphical analysis (“Packages”), which are made available in source code form by third parties and Community Users.
As such, certain On-Premise Products interoperate with certain Open-Source Software components, including without limitation Open Source Packages, as part of its basic functionality; and to use certain On-Premise Products, You will need to separately license Open-Source Software and Packages from the licensor. ExtensityAI is not responsible for Open-Source Software or Packages and does not assume any obligations or liability with respect to You or your Authorized Users’ use of Open-Source Software or Packages. Notwithstanding anything to the contrary, ExtensityAI makes no warranty or indemnity hereunder with respect to any Open-Source Software or Packages.
Some of such Open-Source Terms or other license agreements applicable to Packages determine that to the extent applicable to the respective Open-Source Software or Packages licensed thereunder. Any such terms prevail over any conflicting license terms, including this EULA. We use our best endeavors to identify such Open-Source Software and Packages, within our On-Premise Products, hence we encourage You to familiarize yourself with such Open-Source Terms.
Note that we use best efforts to use only Open-Source Software and Packages that do not impose any obligation or affect the Customer Data or Intellectual Property Rights of Customer (beyond what is stated in the Open-Source Terms and herein), on an ordinary use of our On-Premise Products that do not involve any modification, distribution, or independent use of such Open-Source Software.
3.2 Content
You may elect to use, or ExtensityAI may make available to You or your Authorized Users for download, access, or use, Packages, components, applications, services, data, content, or resources (collectively, “Content”) which are owned by third-party providers (“Third-Party Content”) or ExtensityAI (“ExtensityAI Content”). ExtensityAI may make available Content via the On-Premise Products or may provide links to third party websites where You may purchase and/or download or access Content or the On-Premise Products may enable You to download, or to access and use, such Content.
You acknowledge and agree that Content may be protected by Intellectual Property Rights which are owned by the third-party providers or their licensors and not ExtensityAI. Accordingly, You acknowledge and agree that your use of Content may be subject to separate terms between You and the relevant third party and You acknowledge and agree that ExtensityAI is not responsible for Content and ExtensityAI does not have any obligation to monitor Content uploaded by Community Users, and ExtensityAI disclaims all responsibility and liability for your use of Content made available to You through the On-Premise Products, including without limitation the accuracy, completeness, appropriateness, legality, security, availability, or applicability of the Content, and You hereby waive any and all legal or equitable rights or remedies You have or may have against ExtensityAI with respect to the Content that You may download, share, access or use.
3.3 Content Format
Content will be provided in the form and format that ExtensityAI makes such Content available to its general customer base for the applicable On-Premise Products. Any technical changes to the format, frequency, and volume of Content delivered requested or required by You shall be at the discretion of ExtensityAI.
Customer Content & Customer Applications
4.1 Customer Content
Your “Customer Content” is any content that You provide, use, or develop in connection with your use of ExtensityAI On-Premise Products, including Customer Applications, Packages, files, software, scripts, multimedia images, graphics, audio, video, text, data, or other objects originating or transmitted from or processed by any Account owned, controlled, or operated by You or uploaded by You through the On-Premise Product(s), and routed to, passed through, processed and/or cached on or within, ExtensityAI’s network, but shall not include the API’s, Content, and library of files of the On-Premise Products except as set forth in Section 2.1.
4.2 Customer Applications
“Customer Applications” are computer programs independently developed and deployed by You (or on your behalf) using the On-Premise Products, including computer programs which You permit Authorized Users and/or Community Users to access and use in accordance with the license terms applicable to your Customer Application, but shall not include the API’s, Content, and library of files of the On-Premise Products except as set forth in Section 2.1.
You agree to make any license terms applicable to your Customer Application available to Authorized Users and/or Community Users of your Customer Application by linking or otherwise prominently displaying such terms to Authorized Users and/or Community Users when they first access or use your Customer Application.
4.3 Sharing Your Customer Content or Customer Applicatins
If You choose to, You can share your Customer Content or Customer Applications that You submit to the On-Premise Products with Community Users, or with specific individuals or Authorized Users You select to the extent the On-Premise Products support such functionality. If You decide to share your Customer Content or Customer Application that You submit to the On-Premise Products, You are giving certain legal rights, as explained below, to those individuals who You have given access.
ExtensityAI has no responsibility to enforce, police or otherwise aid You in enforcing or policing, the terms of the license(s) or permission(s) You have chosen to offer. ExtensityAI IS NOT RESPONSIBLE FOR MISUSE OR MISAPPROPRIATION OF YOUR CUSTOMER CONTENT OR CUSTOMER APPLICATIONS THAT YOU SUBMIT TO THE ON-PREMISE PRODUCTS BY THIRD PARTIES.
4.4 Your Warranties
By using the On-Premise Products, You represent and warrant that:
(i) You are in compliance with this EULA,
(ii) You own or otherwise have all rights and permissions necessary to submit to ExtensityAI and the On-Premise Products, your Customer Content, Customer Applications, and any analyses, data, or other information that You submit to the On-Premise Products and to share and license the right to access and use your Customer Content or Customer Application to Authorized Users and/or Community Users, as applicable, and
(iii) your Customer Content or Customer Application that You submit to the On-Premise Products does not violate, misappropriate, or infringe the Intellectual Property Rights of any third party and is not in violation of any contractual restrictions or other third-party rights.
If You have any doubts about whether You have the legal right to submit, share, or license your Customer Content or Customer Applications, You should not submit or otherwise upload your Customer Content or Customer Applications to the On-Premise Products. You may remove your Customer Content or Customer Application from the On-Premise Products at any time or if the On-Premise Products do not include a feature that permits You to remove your Customer Content or Customer Application, You may request that ExtensityAI remove your Customer Application at any time by contacting the Support Center.
4.5 Removal of Customer Content And Customer Applications
If You receive notice, including from ExtensityAI, that Customer Content or a Customer Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use Policy, You will promptly do so. If You do not take required action, including deleting any Customer Content You may have downloaded from the On-Premise Products, in accordance with the above, or if in ExtensityAI’s judgment continued violation is likely to reoccur, ExtensityAI may disable the applicable Customer Content, On-Premise Products, and/or Customer Application.
If requested by ExtensityAI, You shall confirm deletion and discontinuance of use of such Customer Content and/or Customer Application in writing and ExtensityAI shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable.
In addition, if ExtensityAI is required by any third-party rights holder to remove Customer Content or receives information that Customer Content provided to You may violate applicable law or third-party rights, ExtensityAI may discontinue your access to Customer Content through the On-Premise Products. For avoidance of doubt, ExtensityAI has no obligation to store, maintain, or provide You a copy of any of your Customer Content or Customer Applications submitted to the On-Premise Products, and any of your Customer Content or Customer Applications that You submit are at your own risk of loss, and it is your sole responsibility to maintain backups of your Customer Content and Customer Applications.
Your Responsibilities & Restrictions
5.1 Your Responsibilities
You represent and warrant that:
(a) You will ensure You and your Authorized Users’ compliance with the EULA, Documentation, and applicable Order(s);
(b) You will use commercially reasonable efforts to prevent unauthorized access to or use of On-Premise Products and notify ExtensityAI promptly of any such unauthorized access or use;
(c) You will use On-Premise Products only in accordance with the EULA, Documentation, Acceptable Use Policy, Orders, and applicable laws and government regulations;
(d) You will not infringe or violate any Intellectual Property Rights or other intellectual property, proprietary or privacy, data protection, or publicity rights of any third party;
(e) You have or have obtained all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein, for any Customer Data or Customer Content that You submit, post or display on or through the On-Premise Products; and
(f) You will be responsible for the accuracy, quality, and legality of Customer Data or Customer Content and the means by which You acquired the foregoing, and your use of Customer Data or Customer Content with the On-Premise Products, and the interoperation of Customer Data or Customer Content with which You use On-Premise Products, comply with the terms of service of any Third-Party Services with which You use On-Premise Products.
Any use of the On-Premise Products in breach of the foregoing by You or your Authorized Users that in ExtensityAI’s judgment threatens the security, integrity, or availability of ExtensityAI’s services may result in ExtensityAI’s immediate suspension of the On-Premise Products; however, ExtensityAI will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to any such suspension, provided no such notice shall be required. Other than our security and data protection obligations expressly set forth in Section 7 (Customer Data, Privacy & Security), we assume no responsibility or liability for Customer Data or Customer Content, and You shall be solely responsible for Customer Data and Customer Content and the consequences of using, disclosing, storing, or transmitting it.
It is hereby clarified that ExtensityAI shall not monitor and/or moderate the Customer Data or Customer Content, and there shall be no claim against ExtensityAI for not doing so.
5.2 Your Restrictions
You will not:
(a) make any On-Premise Products available to anyone other than You or your Authorized Users, or use any On-Premise Products for the benefit of anyone other than You or your Affiliates, unless expressly stated otherwise in an Order or the Documentation;
(b) sell, resell, license, sublicense, distribute, rent or lease any On-Premise Products except as expressly permitted if you have rights for Embedded Use, or include any On-Premise Products in a service bureau or outsourcing On-Premise Product;
(c) use the On-Premise Products, Customer Content, or Third-Party 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;
(d) use the On-Premise Products, Customer Content, or Third-Party Services to store or transmit Malicious Code;
(e) interfere with or disrupt the integrity or performance of any On-Premise Products, Customer Content, or Third-Party Services, or third-party data contained therein;
(f) attempt to gain unauthorized access to any On-Premise Products, Customer Content, or Third-Party Services or their related systems or networks;
(g) permit direct or indirect access to or use of any On-Premise Products, Customer Content, or Third-Party Services in a way that circumvents a contractual usage limit, or use any On-Premise Products to access, copy or use any ExtensityAI intellectual property except as permitted under this EULA, an Order, or the Documentation;
(h) modify, copy, or create derivative works of the On-Premise Products or any part, feature, function, or user interface thereof except, and then solely to the extent that, such activity is required to be permitted under applicable law;
(i) copy Content except as permitted herein or in an Order or the Documentation;
(j) frame or mirror any part of any Content or On-Premise Products, except if and to the extent permitted in an applicable Order for your own Internal Business Purposes and as permitted in the Documentation;
(k) except and then solely to the extent required to be permitted by applicable law, disassemble, reverse engineer, or decompile an On-Premise Product or access an On-Premise Product to:
(1) build a competitive product or service,
(2) build a product or service using similar ideas, features, functions or graphics of the On-Premise Product, or
(3) copy any ideas, features, functions or graphics of the On-Premise Product.
Intellectual Property & Owernship
6.1 ExtensityAI Rights
As between you and ExtensityAI, ExtensityAI retains any and all Intellectual Property Rights related to the On-Premise Products. The On-Premise Products, inclusive of materials such as Software, APIs, ExtensityAI Content, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork, and other graphic materials, and names, logos, trademarks, and service marks, and any and all related or underlying technology and any modifications, enhancements, or derivative works of the foregoing (collectively, “ExtensityAI Materials”), are the property of ExtensityAI and its licensors, and may be protected by Intellectual Property Rights or other intellectual property laws and treaties. ExtensityAI retains all right, title, and interest, including all Intellectual Property Rights and other rights, in and to the ExtensityAI Materials.
6.2 Customer Content & Customer Applications
To the extent You use the On-Premise Products to develop and deploy Customer Content and Customer Applications, You and your licensors retain ownership of all right, title, and interest in and to the Customer Content and Customer Applications. ExtensityAI does not claim ownership of your Customer Content or Customer Application; however, You hereby grant ExtensityAI a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, and non-exclusive license, as applicable, to:
(i) access, use, copy, adapt, publicly perform, and publicly display your Customer Content or Customer Application that You submit to the On-Premise Products in connection with providing the On-Premise Products to You and your Authorized Users; and
(ii) with your permission, to internally access, copy, and use your Customer Content or Customer Application to review the underlying source code of your Customer Content or Customer Application for purposes of assisting You with de-bugging your Customer Content or Customer Application.
You acknowledge and agree that the rights granted in (i) may be exercised by ExtensityAI’s third-party hosting provider in connection with their provision of hosting services to make the On-Premise Products available to You and your Authorized Users.
6.3 Retention of Rights
ExtensityAI reserves all rights not expressly granted to You in this EULA. Without limiting the generality of the foregoing, You acknowledge and agree:
(i) that ExtensityAI and its third-party licensors retain all rights, title, and interest in and to the On-Premise Products; and
(ii) that You do not acquire any rights, express or implied, in or to the foregoing, except as specifically set forth in this EULA and any Order Form.
Any Feedback on the On-Premise Products suggested by You shall be free from any confidentiality restrictions that might otherwise be imposed upon ExtensityAI pursuant to Section 11 (Confidentiality) of this EULA and may be incorporated into the On-Premise Products by ExtensityAI. You acknowledge that the On-Premise Products incorporating any such new features, functionality, corrections, or enhancements shall be the sole and exclusive property of ExtensityAI.
6.4 Feedback
As an Authorized User of the On-Premise Products, You may provide suggestions, comments, feature requests, or other feedback to any of ExtensityAI Materials or the On-Premise Products (“Feedback”). Such Feedback is deemed an integral part of ExtensityAI Materials, and as such, it is the sole property of ExtensityAI without restrictions or limitations on use of any kind. ExtensityAI may either implement or reject such Feedback, without any restriction or obligation of any kind. You:
(i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third-party rights;
(ii) irrevocably assign to ExtensityAI any right, title, and interest You may have in such Feedback; and
(iii) explicitly and irrevocably waive any and all claims relating to any past, present, or future Intellectual Property Rights, or any other similar rights, worldwide, in or to such Feedback.
Customer Data, Privacy & Security
7.1 Your Customer Data
Your “Customer Data” is any data, files, attachments, text, images, reports, personal information, or any other data that is uploaded, submitted, transmitted, or otherwise made available to or through the On-Premise Products by You or any of your Authorized Users and is processed by ExtensityAI on your behalf. For the avoidance of doubt, Anonymized Data is not regarded as Customer Data. You retain all right, title, interest, and control in and to the Customer Data, in the form submitted to the On-Premise Products. Subject to this EULA, You grant ExtensityAI a worldwide, royalty-free non-exclusive license to store, access, use, process, copy, transmit, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the On-Premise Products constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The aforementioned license is hereby granted solely:
(i) to maintain and provide You the On-Premise Products;
(ii) to prevent or address technical or security issues and resolve support requests;
(iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of this EULA;
(iv) to comply with a valid legal subpoena, request, or other lawful process;
(v) to create Anonymized Data; and
(vi) as expressly permitted in writing by You.
7.2 No Sensitive Data
You shall not submit to the On-Premise Products any data that is protected under a special legislation and requires a unique treatment, including, without limitations:
(i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction;
(ii) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other jurisdiction; and
(iii) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standard (“PCI DSS”) or any other credit card processing related requirements.
7.3 Processing Customer Data
The ordinary operation of certain On-Premise Products requires Customer Data to pass through ExtensityAI’s network. To the extent that ExtensityAI processes Customer Data on your behalf that includes Personal Data, ExtensityAI will handle such Personal Data in compliance with our Data Processing Addendum.
7.4 Product Data
ExtensityAI retains all right, title, and interest in the models, observations, reports, analyses, statistics, databases, and other information created, compiled, analyzed, generated, or derived by ExtensityAI from platform, network, or traffic data generated by ExtensityAI in the course of providing the On-Premise Products (“Product Data”), and shall have the right to use Product Data for purposes of providing, maintaining, developing, and improving its On-Premise Products. ExtensityAI may monitor and inspect the traffic on the ExtensityAI network, including any related logs, as necessary to provide the On-Premise Products and to derive and compile threat data. To the extent the Product Data includes any Personal Data, ExtensityAI will handle such Personal Data in compliance with Applicable Data Protection Laws. ExtensityAI may use and retain your Account Information for business purposes related to this EULA and to the extent necessary to meet ExtensityAI’s legal compliance obligations (including, for audit and anti-fraud purposes).
7.5 Product Security
ExtensityAI will implement security safeguards for the protection of Customer Confidential Information, including any Customer Content originating, transmitted from, or processed by the On-Premise Products and/or cached on or within ExtensityAI’s network and stored within the On-Premise Products, in accordance with its policies and procedures. These safeguards include commercially reasonable administrative, technical, and organizational measures to protect Customer Content against destruction, loss, alteration, unauthorized disclosure, or unauthorized access, including such things as information security policies and procedures, security awareness training, threat and vulnerability management, incident response and breach notification, and vendor risk management procedures. ExtensityAI’s technical safeguards are further described in the Information Security Addendum.
7.6 Privacy Policy
As part of accessing or using the On-Premise Products, we may collect, access, use, and share certain Personal Data from and/or about You and your Users. Please read ExtensityAI’s Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices in addition to those set forth herein.
7.7 Anonymized Data
Notwithstanding any other provision of the EULA, we may collect, use, and publish Anonymized Data relating to your use of the On-Premise Products and disclose it for the purpose of providing, improving, and publicizing our On-Premise Products and for other business purposes. ExtensityAI owns all Anonymized Data collected or obtained by ExtensityAI.
Subscription Term, Renewal & Fees Payment
8.1 Orders
Orders may be made in various ways, including through ExtensityAI’s online form, in-product screens, or any other mutually agreed-upon offline forms delivered by You or any of the other Users to ExtensityAI, including via mail, email, or any other electronic or physical delivery mechanism (the “Order”). Such Order will list, at the least, the purchased On-Premise Products, Subscription Plan, Subscription Term, and the associated Subscription Fees.
8.2 Subscription Term
The On-Premise Products are provided on a subscription basis (“Subscription”) for the term specified in your Order (the “Subscription Term”), in accordance with the respective Plan purchased under such Order (the “Subscription Plan”).
8.3 Subscription Fees; Fees For Professional Services; Support Fees
In consideration for the provision of the On-Premise Products (except for Free Plans), You shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Order (the “Subscription Fees”). An Order can also include the provision of Professional Services, Support Services, and other services for the fees set forth in the Order (“Other Fees”). The Subscription Fees and Other Fees collectively form the “Fees.” Unless indicated otherwise, Fees are stated in US dollars. You hereby authorize ExtensityAI, either directly or through our payment processing service or our Affiliates, to charge such Fees via your selected payment method, upon the due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Fees at any time, upon notice to You if such change may affect your existing Subscriptions or other renewable services upon renewal. In the event of failure to collect the Fees You owe, we may, at our sole discretion (but shall not be obligated to), retry to collect at a later time, and/or suspend or cancel the Account, without notice.
8.4 Taxes
The Fees are exclusive of any and all taxes (including, without limitation, value-added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of this EULA and the purchase or sale of the On-Premise Products or other services set forth in the Order (the “Taxes”), except for Taxes imposed on our income. If You are located in a jurisdiction that requires You to deduct or withhold Taxes or other amounts from any amounts due to ExtensityAI, please notify ExtensityAI in writing, promptly, and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, You shall bear the sole responsibility and liability to pay such Tax, and such Tax should be deemed as being added on top of the Fees, payable by You.
8.5 Subscription Upgrade
During the Subscription Term, You may upgrade your Subscription Plan by either:
(i) adding Authorized Users;
(ii) upgrading to a higher type of Subscription Plan;
(iii) adding add-on features and functionalities; and/or
(iv) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”).
Some Subscription Upgrades or other changes may be considered a new purchase and will restart the Subscription Term, while others will not, as indicated within the On-Premise Products and/or the Order. Upon a Subscription Upgrade, You will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Order), either:
(y) prorated for the remainder of the then-current Subscription Term, or
(z) whenever the Subscription Term is restarted due to the Subscription Upgrade, the Subscription Fees already paid by You will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by You upon the date on which the Subscription Upgrade was made.
8.6 Adding Users
You acknowledge that, unless You disable these options, some On-Premise Products may allow:
(i) Authorized Users within the same email domain may be able to automatically join the Account; and
(ii) Authorized Users within your Account may invite other persons to be added to the Account as Authorized Users (each, a “User Increase”).
For further information on these options and how to disable them, visit our Support Center. Unless agreed otherwise in an Order, any changes to the number of Authorized Users within a certain Account shall be billed on a prorated basis for the remainder of the then-current Subscription Term. We will bill You either upon the User Increase or at the end of the applicable month, as communicated to You.
8.7 Excessive Usage
We shall have the right, including without limitation, where we, at our sole discretion, believe that You and/or any of your Authorized Users have misused the On-Premise Products or otherwise use the On-Premise Products in an excessive manner compared to the anticipated standard use (at our sole discretion) to:
(a) offer the Subscription at a different pricing and/or
(b) impose additional restrictions as for the upload, storage, download, and use of the On-Premise Products, including, without limitation, restrictions on Third-Party Services, network traffic and bandwidth, size and/or length of Content, quality and/or format of Content, sources of Content, volume of download time, etc.
8.8 Billing
As part of registering, submitting billing information, or agreeing to an Order, You agree to provide us with updated, accurate, and complete billing information, and You authorize us (either directly or through our Affiliates or other third parties) to charge, request, and collect payment (or otherwise charge, refund, or take any other billing actions) from your payment method or designated banking account, and to make any inquiries that we (or our Affiliates and/or third parties acting on our behalf) may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment.
8.9 Subscription Auto-Renewal
To ensure that You will not experience any interruption or loss of services, your Subscriptions and Support Services include an automatic renewal option by default, according to which, unless You opt-out of auto-renewal or cancel your Subscription or Support Services prior to their expiration, the Subscription or Support Services will automatically renew upon the end of the then applicable term for a renewal period equal in time to the original term (excluding extended periods) and, unless otherwise notified to You, at no more (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first term). Accordingly, unless either You or ExtensityAI cancels the Subscription or Support Services or other renewable service contract prior to its expiration, we will attempt to automatically charge You the applicable Fees upon or immediately prior to the expiration of the then applicable term.
If You wish to avoid such auto-renewal, You shall cancel your Subscription (or opt-out of auto-renewal) prior to the expiration of the current term, at any time through the Account settings or by contacting our Customer Success team. Except as expressly set forth in this EULA, if You cancel your Subscription or other renewable service during a term, the service will not renew for an additional period, but You will not be refunded or credited for any unused period within the current term. Unless expressly stated otherwise in a separate legally binding agreement, if You received a special discount or other promotional offer, You acknowledge that upon renewal of your Subscription or other renewable service, ExtensityAI will renew at the full applicable Fee at the time of renewal.
8.10 Credits
If and to the extent any credits may accrue to your Account, for any reason (the “Credits”), they will expire and be of no further force and effect, upon the earlier of:
(i) the expiration or termination of the applicable Subscription under the Account for which such Credits were given; or
(ii) in the case of such Credits accrued for an Account with a Free Plan that was not upgraded to a Paid Plan, then upon the lapse of ninety (90) days of such Credits’ accrual.
Unless specifically indicated otherwise, Credits may be used to pay for the On-Premise Products only and not for any Third-Party Service or other payment of whatsoever kind. Whenever fees are due for any On-Premise Products, accrued Credits will be first reduced against the Subscription Fees and the remainder will be charged from your respective payment method. Credits shall have no monetary value (except for the purchase of On-Premise Products under the limited terms specified herein), nor exchange value, and will not be transferable or refundable.
8.11 Payment Through Reseller
If You purchased On-Premise Products from a reseller or distributor authorized by ExtensityAI (each, a “Reseller”), then to the extent there is any conflict between this EULA and any terms of service entered between You and the respective Reseller, including any purchase order (“Reseller Agreement”), then, as between You and ExtensityAI, this EULA shall prevail. Any rights granted to You and/or any of the other Users in such Reseller Agreement which are not contained in this EULA, apply only in connection with the Reseller. In that case, You must seek redress or realization or enforcement of such rights solely with the Reseller and not ExtensityAI. For clarity, You and your Authorized Users’ access to the On-Premise Products is subject to our receipt from Reseller of the payment of the applicable Fees paid by You to Reseller. You hereby acknowledge that at any time, at our discretion, the billing of the Fees may be assigned to us, such that You shall pay us directly the respective Fees.
Refunds; Chargebacks
9.1 Refund Policy
If You are not satisfied with your initial purchase of an On-Premise Product, You may terminate such On-Premise Product by providing us a written notice, within thirty (30) days of having first ordered such On-Premise Products (the “Refund Period”). If You terminate such initial purchase of an On-Premise Product within the Refund Period, we will refund You the pro-rata portion of any unused and unexpired Fees pre-paid by You in respect of such terminated period of the Subscription, unless such other sum is required by applicable law, in U.S. Dollars (the “Refund”). The Refund is applicable only to the initial purchase of the On-Premise Products by You and does not apply to any additional purchases, upgrades, modifications, or renewals of such On-Premise Products. Please note that we shall not be responsible to Refund any differences caused by change of currency exchange rates or fees that You were charged by third parties, such as wire transfer fees. After the Refund Period, the Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for On-Premise Products actually received and enjoyed, we reserve our right to reject your Refund request. Subject to the foregoing, upon termination by You under this Section 9.1 all outstanding payment obligations shall immediately become due for the used Subscription Term, and You will promptly remit to ExtensityAI any Fees due to ExtensityAI under this EULA.
9.2 Non-Refundable On-Premise Products
Certain On-Premise Products may be non-refundable. In such event, we will identify such On-Premise Products as non-refundable, and You shall not be entitled, and we shall not be under any obligation, to terminate the On-Premise Products and give a Refund.
9.3 Chargeback
If, at any time, we record a decline, chargeback, or other rejection of a charge of any due and payable Fees on your Account (“Chargeback”), this will be considered a breach of your payment obligations hereunder, and your use of the On-Premise Products may be disabled or terminated, and such use of the On-Premise Products will not resume until You re-subscribe for any such On-Premise Products and pay any applicable Fees in full, including any fees and expenses incurred by us and/or any Third-Party Service for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without derogating from any other remedy that may be applicable to us under this EULA or applicable law.
Term and Termination; Suspension
10.1 Term
This EULA is in full force and effect, commencing as between You and ExtensityAI upon the Effective Date, until your usage or receipt of services is terminated or expires.
10.2 Termination For Cause
Either You or ExtensityAI may terminate the On-Premise Products and this EULA, upon written notice, in case that:
(a) The other Party is in material breach of this EULA and, to the extent curable, fails to cure such breach within a reasonable cure period, which shall not be less than ten (10) days following a written notice from the non-breaching Party; provided ExtensityAI may terminate immediately to prevent immediate harm to the On-Premise Products or to prevent violation of its rights of confidentiality or Intellectual Property Rights; or
(b) Ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within forty-five (45) days.
10.3 Termination By You
You may terminate your Subscription to the On-Premise Products by canceling the On-Premise Products and/or deleting the Account, whereby such termination shall not derogate from your obligation to pay applicable fees except as otherwise provided herein. In accordance with Section 9 (Refunds; Chargebacks), unless mutually agreed otherwise by You and ExtensityAI in a written instrument, the effective date of such termination will take effect at the end of the then-current term, and your obligation to pay the fees throughout the end of such term shall remain in full force and effect, and You shall not be entitled to a refund for any pre-paid fees.
10.4 Effect of Termination of Subscription
Upon termination or expiration of this EULA, your Subscription and all rights granted to You hereunder shall terminate, and we may change the Account’s access settings. It is your sole liability to export the Customer Data or Customer Content prior to such termination or expiration. In the event that You did not delete the Customer Data or Customer Content from the Account, we may continue to store and host it until either You or we, at our sole discretion, delete such Customer Data or Customer Content, and during such period, You shall still be able to make a limited use of the On-Premise Products in order to export the Customer Data or Customer Content (the “Read-Only Mode”), but note that we are not under any obligation to maintain the Read-Only Mode period, hence such period may be terminated by us, at any time, with or without notice to You, and subsequently, the Customer Data or Customer Content will be deleted. You acknowledge the foregoing and your sole responsibility to export and/or delete the Customer Data or Customer Content prior to the termination or expiration of this EULA, and therefore we shall not have any liability either to You, nor to any Authorized User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of this EULA shall not relieve You from your obligation to pay any Fees due and payable to ExtensityAI.
10.5 Survival
Sections 1.1(a)(iv) (Free Plan Terms), 2.4 (Additional Policies), 4.4 (Your Warranties), 5 (Your Responsibilities & Restrictions), 6 (Intellectual Property & Ownership), 7 (Customer Data, Privacy & Security), 8 (Subscription Term, Renewal and Fees Payment) in respect of unpaid Subscription Fees, 10 (Term and Termination; Suspension), 11 (Confidentiality), 12.2 (Disclaimers), 12.3 (Remedies), 12.4 (Restrictions), 13 (Limitations of Liability), 14 (Indemnification), and 15 (General Provisions), shall survive the termination or expiration of this EULA and continue to be in force and effect in accordance with their applicable terms.
10.6 Suspension
Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or an Authorized User (including any access thereto) and/or our On-Premise Products, in the following events:
(i) We believe, at our sole discretion, that You or any third party, are using the On-Premise Products in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party;
(ii) We believe, at our sole discretion, that You or any third party, are using the On-Premise Products in breach of this EULA or applicable Law;
(iii) Your payment obligations, in accordance with this EULA, are or are likely to become overdue; or
(iv) You or any of your Users’ breach of the Acceptable Use Policy.
The aforementioned suspension rights are in addition to any remedies that may be available to us in accordance with this EULA and/or applicable Law.
Confidentiality
11.1 Confidential Information
In connection with this EULA and the On-Premise Products (including the evaluation thereof), each Party (“Discloser”) may disclose to the other Party (“Recipient”), non-public business, product, technology, and marketing information, including without limitation, customer lists and information, know-how, software, and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior to or after the Effective Date (“Confidential Information”). For the avoidance of doubt:
(i) Customer Data is regarded as your Confidential Information, and
(ii) our On-Premise Products, including Trial Offerings and/or Pre-Released Offerings, and inclusive of their underlying technology, and their respective performance information, as well as any data, reports, and materials we provided to You in connection with your evaluation or use of the On-Premise Products, are regarded as our Confidential Information.
Confidential Information does not include information that:
(a) Is or becomes generally available to the public without breach of any obligation owed to the Discloser;
(b) Was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser;
(c) Is received from a third party without breach of any obligation owed to the Discloser; or
(d) Was independently developed by the Recipient without any use or reference to the Confidential Information.
11.2 Confidentiality Obligations
The Recipient will:
(i) Take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information and limit access to those employees, affiliates, service providers, and agents, on a need-to-know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and
(ii) Not use or disclose any Confidential Information to any third party, except as part of its performance under this EULA and as required to be disclosed to legal or financial advisors to the Recipient or in connection with a due diligence process that the Recipient is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
11.3 Compelled Disclosure
Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that to the extent legally permissible, the Recipient shall make best efforts to provide prompt written notice of such court order or requirement to the Discloser to enable the Discloser to seek a protective order or otherwise prevent or restrict such disclosure.
Warranties, Remedies, and Disclaimers
12.1 On-Premise Products Warranty
a. OUR ON-PREMISE PRODUCTS WARRANTY
ExtensityAI warrants to You that, during the Subscription Term, the On-Premise Products will perform in material conformity with the functions described in the applicable Documentation. Such warranty period shall not apply to Free Plans and Subscriptions offered for no fee. ExtensityAI will use commercially reasonable efforts to remedy any material non-conformity with respect to On-Premise Products at no additional charge to You.
b. REMEDY FOR NON-CONFORMANCE
In the event ExtensityAI is unable to remedy the non-conformity in Section 12.1(a) of this EULA within a commercially reasonable period of time, and such non-conformity materially and adversely affects the functionality of the On-Premise Products, You may promptly terminate the applicable Subscription upon written notice to ExtensityAI and a thirty (30) day period to cure. In the event You terminate your Subscription pursuant to this Section 12.1, You will receive a Refund of any prepaid and unused portion of the Subscription Fees paid. The foregoing shall constitute your exclusive remedy, and ExtensityAI’s entire liability, with respect to any breach of this Section 12.1 (On-Premise Products Warranty).c. LIMITED THIRD-PARTY SERVICE WARRANTY
ExtensityAI warrants to You that to the extent any Third-Party Service is used in the On-Premise Products, ExtensityAI has the right to grant You the license to use the Third-Party Service.
12.2 Disclaimers
EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY IN SECTION 12.1, THE ON-PREMISE PRODUCTS ARE PROVIDED “AS IS” AND EXTENSITYAI AND OUR LICENSORS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
ExtensityAI does not represent or warrant that the On-Premise Products are error-free or that all errors can be corrected. Except as expressly set forth herein, we do not warrant, and expressly disclaim any warranty or representation:
(i) That our On-Premise Products (or any portion thereof) are complete, accurate, of any certain quality, reliable, suitable for, or compatible with, any of your contemplated activities, devices, operating systems, browsers, software, or tools (or that it will remain as such at any time), or comply with any laws applicable to you; and/or
(ii) Regarding any Content, information, reports, or results that you obtain through the On-Premise Products.
THE ON-PREMISE PRODUCTS ARE NOT DESIGNED, INTENDED, OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE, OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. EXTENSITYAI SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
No oral or written information or advice given by ExtensityAI, its Resellers, Partners, dealers, distributors, agents, representatives, or Personnel shall create any warranty or in any way increase any warranty provided herein.
12.3 Remedies
Except with respect to the Free Plans for which ExtensityAI provides no representations, warranties, or covenants, your exclusive remedy for ExtensityAI’s breach of the foregoing warranties is that ExtensityAI will, at our option and at no cost to You, either:
(a) Provide remedial services necessary to enable the On-Premise Products to conform to the warranty, or
(b) Replace any defective On-Premise Products.
If neither of the foregoing options is commercially feasible within a reasonable period of time, upon your return of the affected On-Premise Products to ExtensityAI, ExtensityAI will refund all prepaid fees for the unused remainder of the applicable Subscription Term following the date of termination for the affected On-Premise Products, and this EULA and any associated Orders for the affected On-Premise Products will immediately terminate without further action of the Parties.
You agree to provide ExtensityAI with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any nonconformities.
12.4 Restrictions
If applicable law requires any warranties other than the foregoing, all such warranties are limited in duration to ninety (90) days from the date of delivery. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to You.
The warranty provided herein gives You specific legal rights, and You may also have other legal rights that vary from jurisdiction to jurisdiction. The limitations or exclusions of warranties, remedies, or liability contained in this EULA shall apply to You only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where You are located.
Limitations of Liability
13.1 Limitations
Notwithstanding anything in this EULA or elsewhere to the contrary and to the fullest extent permitted by applicable law:
a. In no event, except in the case of a breach of confidentiality obligations or ExtensityAI’s Intellectual Property Rights, shall either party hereto and its affiliates, subcontractors, agents, and vendors (including third-party service providers), be liable under, or otherwise in connection with this EULA for:
(i) Any indirect, exemplary, special, consequential, incidental, or punitive damages;
(ii) Any loss of profits, costs, anticipated savings;
(iii) Any loss of, or damage to data, use, business, reputation, revenue, or goodwill; and/or
(iv) The failure of security measures and protections, whether in contract, tort, or under any other theory of liability or otherwise, and whether or not such party has been advised of the possibility of such damages in advance, and even if a remedy fails of its essential purpose.
b. Except for the indemnity obligations of either party under Section 14 (Indemnification) herein, your payment obligations hereunder, a violation of ExtensityAI’s Intellectual Property Rights or breach of our Acceptable Use Policy by either you or any of the Authorized Users underlying your account, in no event shall the total aggregate liability of either party, its affiliates, subcontractors, agents, and vendors (including, its third-party service providers), under, or otherwise in connection with, this EULA (including the On-Premise Products), exceed the total amount of fees actually paid by you (if any) during the twelve (12) consecutive months preceding the event giving rise to such liability. This limitation of liability is cumulative and not per incident.
13.2 Specific Laws
Except as expressly stated in this EULA, we make no representations or warranties that your use of the On-Premise Products is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable laws, as applicable to your use of the On-Premise Products.
13.3 Reasonable Allocation of Risks
You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in this EULA are agreed upon by you and ExtensityAI, and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and ExtensityAI have relied on these limitations and risk allocation in determining whether to enter this EULA.
Indemnification
14.1 By You
You hereby agree to indemnify, defend, and hold harmless ExtensityAI and our affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses, or costs (collectively, “Losses”) incurred as a result of any third-party claim arising from:
(i) Your or any of your Authorized Users’ violation of this EULA or applicable law; and/or
(ii) Bundled Products, Customer Data, and/or Customer Content, including the use of Bundled Products, Customer Data, and/or Customer Content by ExtensityAI and/or any of our subcontractors, which infringes or violates any third party’s rights, including, without limitation, Intellectual Property Rights.
14.2 By ExtensityAI
a. ExtensityAI hereby agrees to defend you, your affiliates, officers, directors, and employees, in and against any third-party claim or demand against you, alleging that your authorized use of the On-Premise Products infringes or constitutes misappropriation of any third party’s copyright, trademark, or registered U.S. patent (the “IP Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees.
b. ExtensityAI’s indemnity obligations under Section 14.2(a) shall not apply if:
(i) The On-Premise Products (or any portion thereof) were modified by you, any of your Authorized Users, or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification;
(ii) The On-Premise Products are used in combination with any other service, device, software, or products, including, without limitation, Third-Party Content or Third-Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or
(iii) Any IP Claim arises or relates to Third-Party Content, Third-Party Services, Customer Data, Customer Content, or to any events giving rise to your indemnity obligations under Section 14.1 above.
Without derogating from the foregoing defense and indemnification obligation, if ExtensityAI believes that the On-Premise Products, or any part thereof, may so infringe, then ExtensityAI may, in its sole discretion:
(a) Obtain (at no additional cost to you) the right to continue to use the On-Premise Products;
(b) Replace or modify the allegedly infringing part of the On-Premise Products so that it becomes non-infringing while giving substantially equivalent performance; or
(c) If ExtensityAI determines that the foregoing remedies are not reasonably available, then ExtensityAI may require that use of the (allegedly) infringing On-Premise Products (or part thereof) shall cease and, in such an event, you shall receive a prorated refund of any Subscription Fees paid for the unused portion of the Subscription Term.
14.3 Indemnity Conditions
The defense and indemnification obligations of the indemnifying party (“Indemnitor”) under this Section 14 are subject to:
(i) The indemnified party (“Indemnitee”) promptly providing a written notice of the claim for which an indemnification is being sought, provided that such Indemnitee’s failure to do so will not relieve the Indemnitor of its obligations under this Section 14.3, except to the extent the Indemnitor’s defense is materially prejudiced thereby;
(ii) The Indemnitor being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however, that the Indemnitor shall not enter into any compromise or settlement of any such claim that requires any monetary obligation, admission of liability, or any unreasonable responsibility or liability by an Indemnitee without the prior written consent of the affected Indemnitee, which shall not be unreasonably withheld or delayed; and
(iii) The Indemnitee providing reasonable cooperation and assistance, at the Indemnitor’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the Indemnitor’s defense of, or response to, such claim.
General Privisions
15.1 Governing Law; Jurisdiction
This EULA and any action related thereto will be governed and interpreted by and under the laws of the State of Texas without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in Austin, Texas, shall have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, this EULA. You and ExtensityAI mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA. Notwithstanding the foregoing, ExtensityAI reserves the right to seek injunctive relief in any court in any jurisdiction.
15.2 Export Controls; Sanctions
The On-Premise Products may be subject to U.S. or foreign export controls, laws, and regulations (the “Export Controls”), and you acknowledge and confirm that:
(i) You are not located in, and will not use, export, re-export, or import the On-Premise Products (or any portion thereof) in or to, any person, entity, organization, or jurisdiction in violation of the Export Controls;
(ii) You are not:
(a) Organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target of U.S. economic or trade sanctions (currently, Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine),
(b) Identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, or
(c) Otherwise the target of U.S. sanctions.
You are solely responsible for complying with applicable Export Controls and sanctions that may impose additional restrictions, prohibitions, or requirements on the use, export, re-export, or import of the On-Premise Products, Customer Content, or Customer Data. Customer Content and/or Customer Data is not controlled under the U.S. International Traffic in Arms Regulations or similar laws in other jurisdictions, nor requires any special permission or license for its use, import, export, or re-export hereunder.
15.3 Government Use
If you are part of a U.S. Government agency, department, or otherwise, either federal, state, or local (a “Government Customer”), then Government Customer hereby agrees that the On-Premise Products under this EULA qualify as “Commercial Computer Software” and “Commercial Computer Software Documentation,” within the meaning of Federal Acquisition Regulation (“FAR”) 2.101, FAR 12.212, Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7201, and DFARS 252.227-7014. Government Customer further agrees that the terms of this Section 15.3 shall apply to you.
Government Customer’s technical data and software rights related to the On-Premise Products include only those rights customarily provided to the public as specified in this EULA in accordance with FAR 12.212, FAR 27.405-3, FAR 52.227-19, DFARS 227.7202-1, and General Services Acquisition Regulation (“GSAR”) 552.212-4(w) (as applicable).
In no event shall source code be provided or considered a deliverable under this EULA.
If a Government Customer has a need for rights not granted under this EULA, it must negotiate with ExtensityAI to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
15.4 Translated Versions
This EULA was written in English, and it may be translated into other languages for your convenience. If a translated (non-English) version of this EULA conflicts in any way with the English version, the provisions of the English version shall prevail.
15.5 Force Majeure
Neither you nor ExtensityAI will be liable by reason of any failure or delay in the performance of its obligations on account of an event of Force Majeure; provided, however, that this does not remove liability for your failure to pay fees when due and payable. Force Majeure includes events of the following types (but only to the extent that such an event, in consideration of the circumstances, satisfies the requirements of the Definition): acts of God; civil disturbance; sabotage; strikes; lock-outs; work stoppages; action or restraint by court order or public or government authority (as long as the affected party has not applied for or assisted in the application for, and has opposed to the extent reasonable, such court or government action).
15.6 Relationship of the Parties; No Third-Party Beneficiaries
The parties are independent contractors. This EULA and the On-Premise Products provided hereunder do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this EULA.
15.7 Modifications
We will also notify you of changes to this EULA by posting an updated version at https://extensity.ai and revising the “Last Updated” date therein. We encourage you to periodically review this EULA to be informed with respect to your and ExtensityAI’s rights and obligations concerning the On-Premise Products. Using the On-Premise Products after a notice of changes has been sent to you or published in the On-Premise Products shall constitute consent to the changed terms and practices.
15.8 Notices
We shall use your contact details in our records to provide you with notices, subject to this Section 15.8. Our contact details for any notices are detailed below. Notices provided in connection with this EULA and/or as otherwise related to the On-Premise Products shall be provided as follows:
Via the On-Premise Products, including posting on our platform or posting in your account, text, in-app notification, e-mail, phone, or first-class, airmail, or overnight courier.
You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of:
(i) Receipt, or
(ii) Twenty-four (24) hours of delivery.
Notices to us shall be provided to:
ExtensityAI, Inc.,
Attn: Legal,
1108 Lavaca St. Ste 110-645,
Austin, Texas 78701
Email: office@extensity.ai
15.9 Assignment
This EULA, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign this EULA to your successor entity or person resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of ExtensityAI, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under this EULA.
We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the On-Premise Products to a third party without your consent or prior notice to you. Subject to the foregoing conditions, this EULA shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under this Section 15.9 shall be null and void.
15.10 Publicity
ExtensityAI reserves the right to reference you as a customer and display your logo and name on our website and other promotional materials for marketing purposes. Any display of your logo and name shall be in compliance with your branding guidelines, if provided by you. If you do not agree to such use of the logo and/or name, ExtensityAI must be notified in writing. Except as provided in Section 15.10 of the EULA, neither party will use the logo, name, or trademarks of the other party or refer to the other party in any form of publicity or press release without such party’s prior written approval.
15.11 Children and Minors
If you are under 18 years old, then by entering into these Terms you explicitly stipulate that:
(i) You have legal capacity to consent to these Terms or that you have valid consent from a parent or legal guardian to do so, and
(ii) You understand the ExtensityAI Privacy Policy.
You may not enter into this EULA if you are under 13 years old. IF YOU DO NOT UNDERSTAND THIS SECTION, DO NOT UNDERSTAND THE ExtensityAI PRIVACY POLICY, OR DO NOT KNOW WHETHER YOU HAVE THE LEGAL CAPACITY TO ACCEPT THIS EULA, PLEASE ASK YOUR PARENT OR LEGAL GUARDIAN FOR HELP.
15.12 Entire Agreement
This EULA (including all Orders) constitutes the entire agreement, and supersedes all prior negotiations, understandings, or agreements (oral or written), between the parties regarding the subject matter of this EULA (and all past dealings or industry custom). Any inconsistent or additional terms on any related Customer-issued purchase orders, vendor forms, invoices, policies, confirmation, or similar form, even if signed by the parties hereafter, will have no effect under this EULA.
In the event of any conflict between the terms of this EULA and the terms of any Order, the terms of this EULA will control unless otherwise explicitly set forth in an Order. This EULA may be executed in one or more counterparts, each of which will be an original, but taken together constituting one and the same instrument. Execution of a facsimile/electronic copy will have the same force and effect as execution of an original, and a facsimile/electronic signature will be deemed an original and valid signature.
No modification, consent, or waiver under this EULA will be effective unless in writing and signed by both parties. The failure of either party to enforce its rights under this EULA at any time for any period will not be construed as a waiver of such rights. If any provision of this EULA is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this EULA will otherwise remain in full force and effect and enforceable.
