BEHAVOX LLM CLOUD SERVICE AGREEMENT These Terms of Use (“Terms“) constitute a legally binding agreement between Behavox Ltd. (“Behavox“) and the user (the “User“), whether a natural or non-natural person, as well as any employees, agents, subcontractors, or affiliates (“Representatives“) involved in utilizing the Behavox Application Programming Interface (the “API“). All obligations of the User under these Terms shall equally apply to its Representatives, and both the User and the Representative shall be jointly and severally liable. By using the API, the User automatically represents that they have read and agreed to these Terms. If the User does not agree to the Terms, they may not use the Behavox API. Behavox reserves the right, at its sole discretion, to amend or replace these Terms. In such cases, Behavox will provide the User with a 30-day notice to either continue using the API, which shall imply acceptance of the amended terms, or cease using the API. User and Access The User is required to furnish accurate and comprehensive information during the account registration process. Under no circumstances shall the User share their access credentials or account with third parties. The User assumes full responsibility for any and all access activities that take place using their provided credentials. Usage Requirements (a) API Usage. The User is granted access to the API under a non-exclusive, worldwide, and revocable license, subject to compliance with these Terms and all applicable laws. Behavox retains all rights, title, and interest in the API and its underlying code. (b) Feedback. If the User voluntarily provides feedback or input concerning the API or underlying code, Behavox may use it without any restrictions or compensation to the User. (c) Limitations. The User must not (i) attempt to reverse engineer or discover the source code or underlying components of the API’s models, algorithms, and systems; (ii) use API outputs to develop models or products similar to the offerings of the API that compete with Behavox; (iii) except as allowed through the API, use any automated or programmatic method to extract data or output from the API, including scraping, web harvesting, or web data extraction; (iv) misrepresent API outputs as human-generated when they are not; (v) buy, sell, or transfer API tokens without Behavox’s prior consent; or (vi) incorporate or repackage the API into a product for selling, promoting a competing product, or any commercial purposes. (d) Supported Countries. The User may only use the API in geographies currently supported by Behavox. (e) Third-Party Services. Any third-party software, services, or products the User utilizes in connection with the API are subject to their respective terms, and Behavox assumes no responsibility for third-party products. Fees and Payments (a) Payment of Fees. The User is responsible for settling all charges billed to their account (“Fees”) as per the prices and terms specified on the relevant pricing page or as mutually agreed upon by the User and Behavox. Behavox reserves the right to rectify any pricing errors or discrepancies, even if an invoice has been previously issued and/or payment has been made. To ensure seamless payment processing, the User must furnish accurate and complete billing information, along with a valid and authorized payment method. By using the API, the User grants Behavox permission to charge the designated payment method for the incurred Fees. In the event of payment method rejection or any non-internal payment processing issue, Behavox will notify the User and may suspend API access until the outstanding payment is received. All transactions and processing will be conducted in U.S. dollars. Please note that payments made are nonrefundable. (b) Taxes. Unless explicitly specified otherwise, the Fees mentioned do not encompass federal, state, local, and foreign taxes, duties, or any comparable assessments (“Taxes”). The User is liable for all Taxes related to their purchase, excluding income tax, which includes but is not limited to any applicable sales taxes. For tax purposes, the User’s address provided in their account will be deemed the place of supply. (c) Price Changes. Behavox reserves the right to modify the API prices by providing notice to the User. Price adjustments will take effect after a 7-day period from the date of posting the notification. (d)Disputes. For disputes relating to Fees and Taxes, please contact [email protected] within thirty (30) days of the date of the disputed Fee or Tax. (e) Late Payments. Any undisputed amounts that become past due shall be subject to a monthly interest of 2% on the outstanding balance or the maximum amount permitted by applicable legislation, whichever is lower. In the event of non-payment of Fees, Behavox retains the right to suspend and/or terminate the User’s access to the API. Content (a) Content. The User may input data to the API (“Input”) and receive output generated and returned by the API based on the Input (“Output”). The collective term for Input and Output is referred to as “Content.” As per applicable law and between the parties, the User retains ownership of all Input. Subject to the User’s compliance with these Terms, Behavox grants the User a restricted license, assigning certain rights, titles, and interests in the Output (“Restricted License”). The User may use the Output for internal purposes and for compliance with regulatory bodies that have jurisdiction and oversight authority over the User. However, the User is prohibited from using Content for any commercial purposes, including but not limited to sale or publication. Behavox may utilize Content to provide, maintain, develop, and train the underlying models or API, comply with applicable law, and enforce policies. The User bears responsibility for the Content, ensuring that it does not violate any applicable law or these Terms. (b) Utilization of Content for Service Enhancement. Behavox has the right to employ the Content provided by the User to or received from our API in the development or improvement of the underlying models of our API. Should the User wish to prevent the use of their Content for enhancing the API’s underlying models, they may opt out by sending an email to [email protected] with “OptOutAPI” in the subject line. It is important to acknowledge that opting out may, in certain instances, limit the API’s ability to cater more effectively to the User’s specific use case. (c) Accuracy. As a result of employing machine learning and probabilistic models, our API may misinterpret Input, leading to Output that does not accurately represent true intentions, facts, or behavior (referred to as “False Positive”). The User is advised to assess the accuracy of any Output based on their specific use case, which may involve conducting a human review of the Output to identify and disregard False Positives. Behavox assumes no liability for any actions or inactions taken by the User in response to an Output. Confidentiality (a) Confidentiality Definition of Confidential Information: “Confidential Information” refers to any information: Disclosed by Behavox to the User and marked as confidential, Disclosed to the User through the API, and Information and documentation that should reasonably be understood as confidential based on the circumstances of disclosure or the nature of the information shared. (b) Permissible Use: The User may utilize the Confidential Information solely for the purposes detailed in the Behavox offering documentation. No other use of the Confidential Information is permitted without Behavox’s express, prior written consent. The User shall use the Confidential Information only as expressly allowed in these Terms or as authorized in writing by Behavox. (c) Disclosure and Protection: The User may disclose the Confidential Information only to its Representatives. It is the User’s responsibility to safeguard the Confidential Information from unauthorized use and disclosure, employing measures equal to or greater than a reasonable degree of care used to protect its own information and data of similar significance. In case of any unauthorized use or disclosure of the Confidential Information, the User shall immediately inform Behavox and offer reasonable assistance in remedying such unauthorized use or disclosure. (d) Exclusions from Confidential Information: Confidential Information does not include any information that: Was in the public domain at the time of communication from Behavox. Entered the public domain after communication from Behavox, without any fault of the User. The User possessed, free of any obligation of confidence, before the communication from Behavox. Was rightfully communicated to the User by a third party, free of any obligation of confidence, subsequent to the communication from Behavox. The User independently developed without reference to any information communicated by Behavox. The User bears the burden of proving that any claimed exclusion falls within one of the above exceptions. (e) Injunctive Relief. Without limiting the available remedies for Behavox, the User acknowledges that breaching any of the covenants contained in the confidentiality provisions of these Terms could result in significant irreparable harm to Behavox for which there may be no adequate remedy at law. The damages for such injuries may be difficult to measure precisely. In the event of a breach or threat of a breach, Behavox shall be entitled to obtain an injunction restraining the User from engaging in activities prohibited by the confidentiality provisions of these Terms, or any other relief required to specifically enforce any of the covenants in the confidentiality provisions of these Terms. (f) Processing of Personal Data. The API does not process “personal data or PII” as defined in the GDPR. Term and Termination (a) Termination; Suspension. These Terms become effective upon the User’s initial use of the API and shall remain in force until terminated. The User holds the right to terminate these Terms at any time, for any reason, by discontinuing the use of the API. Behavox retains the right to terminate these Terms by providing the User with a minimum of 30 days’ advance notice. Furthermore, Behavox may immediately terminate these Terms upon notice to the User if the User materially breaches Sections 2 (Usage Requirements), 5 (Confidentiality), 8 (Dispute Resolution), or 9 (General Terms), experiences changes in relationships with third-party technology providers beyond Behavox’s control, or to comply with the law or government requests. Additionally, Behavox may suspend the User’s access to the Services if the User fails to comply with these Terms, poses a security risk to Behavox or any third party, or if Behavox suspects fraudulent use or potential liability. (b) Effect on Termination. Upon termination, the User must cease using the API and promptly return or, upon our instruction, destroy any Confidential Information. Certain sections of these Terms that, by their nature, should survive termination or expiration will continue to be in effect, including but not limited to Sections 3 and 5-9. Indemnification; Disclaimer of Warranties; Limitations on Liability (a) Indemnity. The User shall indemnify, defend, and hold Behavox, its affiliates, and its personnel harmless from any claims, losses, and expenses (including attorneys’ fees) arising from or related to the User’s utilization of the API and any breach of these Terms or violation of applicable law. (b) Disclaimer. THE API IS PROVIDED “AS IS.” BEHAVOX AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE API AND ITS UNDERLYING MODELS. THESE DISCLAIMERS INCLUDE BUT ARE NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT. ADDITIONALLY, ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE ARE DISCLAIMED. BEHAVOX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE, NOR DOES IT WARRANT THAT ANY CONTENT WILL REMAIN SECURE, NOT BE LOST, OR REMAIN UNALTERED. (c) Limitations of Liability. NEITHER BEHAVOX NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES, EVEN IF BEHAVOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BEHAVOX’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT THE USER PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 3 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Dispute Resolution THE USER AGREES TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS: (a) MANDATORY ARBITRATION. The User and Behavox agree to resolve any past or present claims relating to these Terms or Behavox’s API through final and binding arbitration, except that the User have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by filling a request to do so with [email protected] within 30 days of agreeing to these arbitration terms or the relevant changes. (b) Informal Dispute Resolution. Before filing a claim against Behavox, the User agrees to try to resolve the dispute informally by sending Behavox a notice at [email protected] of the User’s name, a description of the dispute, and the relief the User seeks. If Behavox is unable to resolve a dispute within 60 days, the User may bring a formal proceeding as per these Terms. Any statute of limitations will be tolled during the 60-day resolution process. (c) Arbitration Procedures. The arbitration will be conducted virtually. The arbitration will be conducted by a sole arbitrator mutually selected by both Behavox and the User. All issues are for the arbitrator to decide. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. (d) Exceptions. This arbitration section does not require arbitration in (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement. (e) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator. General (a) Relationship of the Parties These Terms do not establish a partnership, joint venture, or agency relationship between The User and Behavox or any of Behavox’s affiliates. Both parties are independent contractors, and neither party has the authority to bind the other or assume obligations on behalf of the other without prior written consent. (b) Use of Brands Without prior written consent, The User may not utilize Behavox’s or any of its affiliates’ names, logos, or trademarks. Behavox, may use the User’s names, logos, or trademarks for publicity purposes without prior written consent. Should the User wish to disallow Behavox’s use of the User’s names, logos, or trademarks for publicity purposes they can do so by sending an email to [email protected] (c) Copyright Complaints If The User believes that their intellectual property rights have been violated, they can send a notice to the following address: Behavox, Ltd. 29 Albert Embankment Lambeth London SE1 7GR [email protected] Attn: Legal Behavox reserves the right to delete or disable content that is alleged to be infringing and may terminate accounts of repeat infringers. (e) Assignment and Delegation The User is not permitted to assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any attempted assignment or delegation will be considered null and void. However, Behavox may assign these Terms in connection with a merger, acquisition, sale of substantially all assets, or to any affiliate as part of a corporate reorganization. (f) Notices All notices shall be provided electronically by email. Behavox may notify The User using the registration information provided or the email address associated with the use of the API. The notice will be deemed received on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Behavox only accepts service of process at the email address [email protected] (g) Waiver and Severability Failure by Behavox to take action immediately upon The User’s non-compliance with these Terms does not constitute a waiver of any rights. If any part of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms, except as provided in Section 8. (i) Export Controls The Services may not be used in, for the benefit of, exported, or re-exported to any U.S. embargoed countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or other Restricted Party Lists. The User represents and warrants that they are not located in any Embargoed Countries and are not on any Restricted Party Lists. The User must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know their end users directly. (j) Equitable Remedies The User acknowledges that a violation or breach of these Terms may cause irreparable harm to Behavox and its affiliates. As such, Behavox shall have the right to seek injunctive relief against The User in addition to any other legal remedies. (k) Entire Agreement These Terms, along with any policies incorporated in them, constitute the entire agreement between The User and Behavox regarding the use of the Services. They supersede any prior or contemporaneous agreements, communications, or understandings on the subject, except for any Service-specific terms of use or applicable enterprise agreements. (1) Jurisdiction, Venue, and Choice of Law These Terms shall be governed by the laws of England and Wales
