Terms & Conditions
EPIMINDS GENERAL TERMS AND CONDITIONS
4. Representations and Warranties
7. Intellectual Property Rights
13. Governing Law and Dispute Resolution
Introduction
These general terms and conditions (the “General Terms”) govern the provision of Services by Epiminds AB or its Affiliates (“Epiminds”) to the Customer and form an integral part of the Agreement between the Parties. The General Terms may be amended from time to time in accordance with the provisions contained herein.
Capitalized terms used but not defined in these General Terms shall have the meanings assigned to them in the Order Form or elsewhere in the Agreement.
Definitions
“Affiliate‘ means, in relation to a Party, any entity that controls, is controlled by, or is under common control with that Party, where ‘control’ means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or other ownership interests, or the power to direct the management and policies of such entity through voting rights, contract, or otherwise.
”Agency Client” means a third-party client of the Customer to whom the Customer provides marketing services utilizing the Services.
“Agreement” means, collectively, the Order Form, these General Terms, any Statement of Work, and any other documents expressly incorporated by reference therein. In the event that the Customer executes only an Order Form without additional documents, the term “Agreement” shall mean the Order Form together with these General Terms.
”Campaign Data” means data relating to marketing campaigns managed through the Services, including performance metrics, budget allocations, creative materials, targeting criteria, and optimization information.
”Confidential Information” shall bear the meaning set forth in Section 9.1.
“Customer” means the entity identified in the Order Form that has subscribed to the Services under the terms of the Agreement.
“Customer Content” means all Input and Output, including Campaign Data, creative materials, client data, and other content uploaded to, generated by, or processed through the Services.
“Data Processing Agreement” or “DPA” means the data processing agreement entered into between the Parties governing the processing of personal data in connection with the Services, as may be amended from time to time in accordance with its terms.
“Deliverables” means any materials, including software where applicable, developed or provided by Epiminds to the Customer in connection with the Services.
“Disclosing Party” shall bear the meaning set forth in Section 9.1.
“Effective Date” means the date on which the Order Form is executed by the authorized representatives of both Parties or, if a Start Date is specified in the Order Form, such Start Date.
”Force Majeure” shall bear the meaning set forth in Section 10.1.
“General Terms” shall bear the meaning set forth in Section 1.1.
“Indemnified Party” means the Party entitled to indemnification under Section 6.
“Indemnifying Party” means the Party obligated to provide indemnification under Section 6.
“Initial Term” shall bear the meaning set forth in Section 12.1.
“Integration Data” means information exchanged between the Services and Third-Party Platforms, including authentication tokens, API requests and responses, synchronization records, and platform configuration data.
“Input” means data, content, prompts, documentation, and other materials provided by or on behalf of the Customer for use with the Services.
“Intellectual Property Rights” means all intellectual and industrial property rights of any kind, including patents, copyrights, trademarks, service marks, trade names, database rights, design rights, know-how, trade secrets, and similar proprietary rights, whether registered or unregistered, and all applications for registration thereof, recognized in any jurisdiction worldwide.
“Output” means content and results generated by the Services based on Input provided by or on behalf of the Customer.
“Order Form” means the document executed by the Parties specifying the Services to be provided, the number of authorized users, the applicable fees, the Initial Term, and any other terms specific to the Customer’s subscription, which together with these General Terms forms the Agreement between the Parties.
“Parties” means Epiminds and the Customer, collectively.
“Party” means either Epiminds or the Customer, individually.
“Privacy Policy” shall bear the meaning set forth in Section 11.2.
“Receiving Party” shall bear the meaning set forth in Section 9.1.
“Renewal Term” shall bear the meaning set forth in Section 12.1.2.
“Services” means the Epiminds marketing platform currently provided under the name “Lucy”, consisting of cloud-based software accessible via web browser, integration plug-ins and add-ins, application programming interfaces, and related documentation provided by Epiminds and its Affiliates.
”Statement of Work” means a document, if any, attached to the Order Form describing configuration, integration, or onboarding activities to be performed by Epiminds.
“Taxes” shall bear the meaning set forth in Section 8.2.3.
“Term” means the Initial Term together with any Renewal Terms.
“Third-Party Platform” means third-party software, applications, or services that integrate with the Services but do not form part of the Services, including advertising platforms, analytics tools, data management systems, and marketing automation platforms.
“Usage Data” means aggregated information about how the Services are accessed and used, including session data, feature utilization, performance metrics, and statistical analyses derived therefrom, but excluding any Customer Content or Campaign Data that identifies the Customer, its Agency Clients, or specific campaigns.
Service Provision
Service Delivery
Epiminds shall provide the Services to the Customer as specified in the Order Form, subject to the terms and conditions of the Agreement.
Epiminds shall use commercially reasonable efforts to make the Services available continuously, except for scheduled maintenance and support activities. Epiminds shall endeavor to minimize service disruptions and provide advance notice of any planned downtime.
The Customer is responsible for obtaining and maintaining all necessary hardware, software, and internet connectivity required to access the Services.
Epiminds shall provide reasonable notice of material changes to Third-Party Platform integration capabilities. If a Third-Party Platform modifies its technical specifications in a manner that affects integration functionality, Epiminds shall use commercially reasonable efforts to restore such functionality within a reasonable period, provided that restoration is technically and commercially practicable.
The Customer acknowledges that Service functionality may depend on Third-Party Platform availability, compatibility, and configuration. While Epiminds shall use commercially reasonable efforts to maintain compatibility with commonly used Third-Party Platforms, Epiminds does not warrant compatibility with all platforms or versions.
User Administration and Access
The Customer may designate administrators to manage its account and end users. Administrators may access usage logs and information regarding end user activity. The Customer shall promptly notify Epiminds when any administrator or end user is no longer authorized to access the Services.
The Customer is responsible for all use of the Services under its account, including Third-Party Platform integrations. The Customer shall maintain the security of all access credentials and Integration Data, ensure the accuracy of transmitted data, and promptly notify Epiminds of any suspected unauthorized access.
Each end user shall be assigned an individual license that may not be shared or transferred, unless otherwise specified in the Agreement.
Acceptable Use and Restrictions
The Customer shall not: (i) use the Services in any manner that violates any person’s rights; (ii) transfer, sublicense, or resell access to the Services; (iii) reverse engineer the Services except as permitted by law; (iv) modify or create derivative works of the Services; (v) extract data from the Services using automated means; (vi) use the Services to develop competing products; or (vii) interfere with the proper functioning of the Services.
The Customer shall: (i) maintain valid Third-Party Platform accounts and licenses; (ii) comply with Third-Party Platform terms of service; (iii) provide necessary API credentials and permissions to Epiminds; and (iv) notify Epiminds of changes affecting Third-Party Platform integrations.
Epiminds reserves the right to: (i) monitor the Services for violations of the Agreement or applicable law; (ii) take appropriate action against violators, including reporting to authorities; (iii) restrict access to or remove Customer Content; (iv) remove files that are excessively large or burdensome; and (v) manage the Services to protect its rights and ensure proper operation.
The Customer represents and warrants that it has obtained all necessary rights and consents from Agency Clients to use their data with the Services and that such use does not breach any agreement or applicable law.
The Customer shall not use the Services for Agency Clients in prohibited or restricted industries as communicated by Epiminds or applicable law.
The Customer shall obtain all necessary authorizations from Third-Party Platform providers to permit Epiminds to access and process data through such platforms. The Customer acknowledges that Third-Party Platforms may impose usage restrictions and is solely responsible for compliance therewith.
The Customer shall ensure that all Customer Content processed through the Services comply with applicable advertising standards, consumer protection laws, and third-party policies. The Customer is solely responsible for reviewing and approving Customer Content before deployment.
The Customer is responsible for compliance with these restrictions by itself, its Affiliates, and all users. If Epiminds reasonably believes a breach has occurred, it shall notify the Customer and request remedial action. Epiminds may suspend access following written notice if: (i) the breach creates immediate risk of harm; (ii) the Customer fails to comply with the notice within the specified timeframe; or (iii) the breach cannot be remedied. If the Customer fails to take required action within ten (10) business days of suspension, Epiminds may terminate the Agreement for cause under Section 12.2.
Representations and Warranties
Technology Limitations
Artificial intelligence and machine learning are evolving technologies. While Epiminds works to improve the Services’ accuracy and reliability, machine learning systems may occasionally produce inaccurate Output. The Customer is responsible for evaluating Output appropriateness, including through human review, particularly for campaign decisions and creative content. The Customer is also responsible for ensuring Customer Content does not infringe third-party rights.
For clarity, Output generated by the Services, including recommendations, optimizations, creative content, and campaign strategies, does not constitute professional advice, guarantees, or warranties of any kind regarding marketing outcomes, campaign performance, return on investment, or business results. Epiminds is a technology provider and bears no responsibility for marketing decisions, campaign results, advertising effectiveness, or any business outcomes arising from the Customer’s use of the Services or reliance on Output.
Service Warranties
Epiminds warrants that during the Term: (i) the Services will materially conform to published specifications; and (ii) Services will be performed in a professional manner consistent with industry standards.
Epiminds warrants that, to its knowledge, the Services do not infringe third-party Intellectual Property Rights.
Except in cases of gross negligence or willful misconduct, the Customer’s exclusive remedies for breach of Section 4.2 are: (i) to request remediation; and (ii) if remediation is not undertaken or feasible and the breach is material, to terminate under Section 12.2.
Except as expressly stated, the Services are provided ‘as is’ and Epiminds disclaims all warranties, express or implied, including merchantability, fitness for purpose, and non-infringement. Epiminds does not warrant uninterrupted or error-free operation. Epiminds may implement improvements or corrections that may temporarily affect Service access.
Limitation of Liability
Neither Party shall be liable for indirect, special, incidental, punitive, or consequential damages, including lost profits or economic loss, even if advised of such possibility.
Except for: (i) the Customer’s payment obligations; (ii) indemnification obligations under Section 6; and (iii) liability that cannot be limited by law, each Party’s aggregate liability shall not exceed the fees paid or payable by the Customer in the six (6) months preceding the claim.
For breaches of Section 9.2 or the Data Processing Agreement, the limitation in Section 5.1 applies, but each Party’s aggregate liability shall not exceed two times (2x) the fees paid or payable by the Customer in the six (6) months preceding the claim.
Claims must be notified within twelve (12) months of when the claiming Party knew or should have known of the event, and in no event later than two (2) months after Agreement termination.
If the Order Form permits Affiliate use of the Services, Epiminds’ liability extends to damages caused to such Affiliates. The Customer is liable for Affiliate compliance as if the Affiliate were the Customer. Only the Customer may assert claims under the Agreement.
The Customer is solely responsible for ensuring its use of the Services and Output complies with applicable advertising regulations, data protection laws, export controls, and trade sanctions, and that campaigns comply with advertising standards, platform policies, and consumer protection laws.
The Customer acknowledges that the Services may integrate with Third-Party Platforms and is responsible for: (i) maintaining valid Third-Party Platform accounts and licenses; (ii) complying with Third-Party Platform terms; (iii) providing necessary credentials; and (iv) notifying Epiminds of account changes. Epiminds is not liable for Service disruption resulting from Third-Party Platform issues, API changes, service outages, the Customer’s failure to maintain accounts, Third-Party Platform suspensions, or incompatibility arising from Third-Party Platform changes.
When using the Services to manage third-party advertising platform campaigns, the Customer remains responsible for compliance with platform terms and policies. Epiminds is not liable for platform-imposed suspensions or penalties.
The Customer acknowledges that Integration Data and Customer Content may be transmitted to or stored on Third-Party Platforms. Epiminds shall implement industry-standard security for data transmission, including encryption and secure authentication. However, Epiminds is not responsible for data security, privacy, or integrity on Third-Party Platforms, which is governed by Third-Party Platform provider terms.
Indemnification
Epiminds Indemnification
Epiminds shall defend the Customer against third-party claims that the Customer’s authorized use of the Services infringes Intellectual Property Rights and shall indemnify the Customer for damages, costs, and reasonable attorneys’ fees awarded against the Customer, subject to the limitations set forth in Section 5.
If Customer use of the Services results in or is likely to result in an infringement claim, Epiminds may: (i) provide functionally equivalent substitutes; (ii) obtain rights for continued use; or (iii) if options (i) and (ii) are not commercially reasonable, terminate the Agreement and refund prepaid fees for unused Services. Epiminds has no indemnification obligation for claims arising from: (a) non-Epiminds materials or technology; (b) Input; (c) Output from violating Input; or (d) unauthorized Service modifications or use.
Customer Indemnification
The Customer shall defend Epiminds against third-party claims arising from Input or Output from violating Input, and shall indemnify Epiminds for damages, costs, and reasonable attorneys’ fees awarded against Epiminds, subject to the limitations set forth in Section 5.
Indemnification Process
Indemnification under Sections 6.1 and 6.2 requires the Indemnified Party to: (i) promptly notify the Indemnifying Party of the claim; (ii) grant the Indemnifying Party control over defense and settlement (provided settlements unconditionally release the Indemnified Party, do not affect its Intellectual Property Rights, and the Indemnifying Party bears all costs); and (iii) provide reasonable assistance at the Indemnifying Party’s expense.
Intellectual Property Rights
Ownership
Epiminds and its Affiliates or licensors retain all rights, title, and interest in the Services, including all Intellectual Property Rights and modifications thereof. Nothing herein transfers such rights except as expressly provided.
As between the Parties, the Customer and its Affiliates or licensors retain all rights, title, and interest in Customer Content.
The Customer acknowledges that Input may be similar to input from other parties and that, due to the nature of machine learning, Output may not be unique across users. The Services may generate similar output for Epiminds or third parties. Campaign strategies and recommendations generated for other customers are not Input, Output, or Customer Content under this Agreement.
Licenses
Subject to compliance with the Agreement, Epiminds grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Services specified in the Order Form for the Customer’s and its Affiliates’ internal business purposes and client service provision for the number of users specified.
Subject to compliance with the Agreement, Epiminds grants the Customer a perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use Deliverables for the Customer’s internal business purposes and client service provision in supported jurisdictions. Unless otherwise specified in a Statement of Work, and except for Customer Content or derivatives thereof in the Deliverables, Epiminds retains all ownership rights to Deliverables.
The Customer grants Epiminds a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use, store, copy, transmit, create derivatives of, and display Customer Content and Integration Data to: (i) provide the Services under the Agreement; (ii) facilitate Third-Party Platform integrations; and (iii) transmit data to and from Third-Party Platforms. The Customer reserves all other rights in Customer Content and Integration Data.
Feedback and Data Usage
Epiminds welcomes feedback, including comments, ideas, and suggestions for improvements. Feedback is not confidential, and Epiminds may use it without restriction or compensation. Any Intellectual Property Rights in feedback vest exclusively in Epiminds.
Epiminds will not use Customer Content or Confidential Information to train artificial intelligence or machine learning models, nor permit subcontractors to do so.
Epiminds may collect Usage Data to develop, improve, support, and operate the Services. Epiminds shall implement appropriate measures to protect the confidentiality of Customer information in accordance with Section 9 and applicable data protection laws.
Fees and Payment
Service Fees
The Customer shall pay fees for the Services as: (i) specified in the Order Form; or (ii) if not specified, according to Epiminds’ standard pricing as offered from time to time.
The Customer’s payment obligation is not contingent on future functionality or features, nor dependent on statements not expressly set forth in the Agreement.
Epiminds may modify fees for subsequent Renewal Terms upon at least forty-five (45) days’ notice.
Payment Terms and Conditions
Payment is due within thirty (30) days of the invoice date.
If payment is not received by the due date, Epiminds may: (i) charge annual interest of twelve percent (12%) on overdue amounts; and (ii) suspend Service access until payment is received, provided Epiminds gives at least ten (10) business days’ notice and payment is not received within that period. For repeated payment delays, Epiminds may require shorter payment terms for future renewals and orders.
Fees exclude value-added tax and other governmental taxes, levies, or duties (collectively “Taxes”). The Customer is responsible for all Taxes associated with the Agreement. If Epiminds is legally required to pay or collect such Taxes, Epiminds shall invoice the Customer, who shall pay such amounts. The Customer shall provide information reasonably requested by Epiminds to determine tax collection obligations.
Introduction
These general terms and conditions (the “General Terms”) govern the provision of Services by Epiminds AB or its Affiliates (“Epiminds”) to the Customer and form an integral part of the Agreement between the Parties. The General Terms may be amended from time to time in accordance with the provisions contained herein.
Capitalized terms used but not defined in these General Terms shall have the meanings assigned to them in the Order Form or elsewhere in the Agreement.
Definitions
Service Provision
Service Delivery
Epiminds shall provide the Services to the Customer as specified in the Order Form, subject to the terms and conditions of the Agreement.
Epiminds shall use commercially reasonable efforts to make the Services available continuously, except for scheduled maintenance and support activities. Epiminds shall endeavor to minimize service disruptions and provide advance notice of any planned downtime.
The Customer is responsible for obtaining and maintaining all necessary hardware, software, and internet connectivity required to access the Services.
Epiminds shall provide reasonable notice of material changes to Third-Party Platform integration capabilities. If a Third-Party Platform modifies its technical specifications in a manner that affects integration functionality, Epiminds shall use commercially reasonable efforts to restore such functionality within a reasonable period, provided that restoration is technically and commercially practicable.
The Customer acknowledges that Service functionality may depend on Third-Party Platform availability, compatibility, and configuration. While Epiminds shall use commercially reasonable efforts to maintain compatibility with commonly used Third-Party Platforms, Epiminds does not warrant compatibility with all platforms or versions.
User Administration and Access
The Customer may designate administrators to manage its account and end users. Administrators may access usage logs and information regarding end user activity. The Customer shall promptly notify Epiminds when any administrator or end user is no longer authorized to access the Services.
The Customer is responsible for all use of the Services under its account, including Third-Party Platform integrations. The Customer shall maintain the security of all access credentials and Integration Data, ensure the accuracy of transmitted data, and promptly notify Epiminds of any suspected unauthorized access.
Each end user shall be assigned an individual license that may not be shared or transferred, unless otherwise specified in the Agreement.
Acceptable Use and Restrictions
The Customer shall not: (i) use the Services in any manner that violates any person’s rights; (ii) transfer, sublicense, or resell access to the Services; (iii) reverse engineer the Services except as permitted by law; (iv) modify or create derivative works of the Services; (v) extract data from the Services using automated means; (vi) use the Services to develop competing products; or (vii) interfere with the proper functioning of the Services.
The Customer shall: (i) maintain valid Third-Party Platform accounts and licenses; (ii) comply with Third-Party Platform terms of service; (iii) provide necessary API credentials and permissions to Epiminds; and (iv) notify Epiminds of changes affecting Third-Party Platform integrations.
Epiminds reserves the right to: (i) monitor the Services for violations of the Agreement or applicable law; (ii) take appropriate action against violators, including reporting to authorities; (iii) restrict access to or remove Customer Content; (iv) remove files that are excessively large or burdensome; and (v) manage the Services to protect its rights and ensure proper operation.
The Customer represents and warrants that it has obtained all necessary rights and consents from Agency Clients to use their data with the Services and that such use does not breach any agreement or applicable law.
The Customer shall not use the Services for Agency Clients in prohibited or restricted industries as communicated by Epiminds or applicable law.
The Customer shall obtain all necessary authorizations from Third-Party Platform providers to permit Epiminds to access and process data through such platforms. The Customer acknowledges that Third-Party Platforms may impose usage restrictions and is solely responsible for compliance therewith.
The Customer shall ensure that all Customer Content processed through the Services comply with applicable advertising standards, consumer protection laws, and third-party policies. The Customer is solely responsible for reviewing and approving Customer Content before deployment.
The Customer is responsible for compliance with these restrictions by itself, its Affiliates, and all users. If Epiminds reasonably believes a breach has occurred, it shall notify the Customer and request remedial action. Epiminds may suspend access following written notice if: (i) the breach creates immediate risk of harm; (ii) the Customer fails to comply with the notice within the specified timeframe; or (iii) the breach cannot be remedied. If the Customer fails to take required action within ten (10) business days of suspension, Epiminds may terminate the Agreement for cause under Section 12.2.
Representations and Warranties
Technology Limitations
Artificial intelligence and machine learning are evolving technologies. While Epiminds works to improve the Services’ accuracy and reliability, machine learning systems may occasionally produce inaccurate Output. The Customer is responsible for evaluating Output appropriateness, including through human review, particularly for campaign decisions and creative content. The Customer is also responsible for ensuring Customer Content does not infringe third-party rights.
For clarity, Output generated by the Services, including recommendations, optimizations, creative content, and campaign strategies, does not constitute professional advice, guarantees, or warranties of any kind regarding marketing outcomes, campaign performance, return on investment, or business results. Epiminds is a technology provider and bears no responsibility for marketing decisions, campaign results, advertising effectiveness, or any business outcomes arising from the Customer’s use of the Services or reliance on Output.
Service Warranties
Epiminds warrants that during the Term: (i) the Services will materially conform to published specifications; and (ii) Services will be performed in a professional manner consistent with industry standards.
Epiminds warrants that, to its knowledge, the Services do not infringe third-party Intellectual Property Rights.
Except in cases of gross negligence or willful misconduct, the Customer’s exclusive remedies for breach of Section 4.2 are: (i) to request remediation; and (ii) if remediation is not undertaken or feasible and the breach is material, to terminate under Section 12.2.
Except as expressly stated, the Services are provided ‘as is’ and Epiminds disclaims all warranties, express or implied, including merchantability, fitness for purpose, and non-infringement. Epiminds does not warrant uninterrupted or error-free operation. Epiminds may implement improvements or corrections that may temporarily affect Service access.
Limitation of Liability
Neither Party shall be liable for indirect, special, incidental, punitive, or consequential damages, including lost profits or economic loss, even if advised of such possibility.
Except for: (i) the Customer’s payment obligations; (ii) indemnification obligations under Section 6; and (iii) liability that cannot be limited by law, each Party’s aggregate liability shall not exceed the fees paid or payable by the Customer in the six (6) months preceding the claim.
For breaches of Section 9.2 or the Data Processing Agreement, the limitation in Section 5.1 applies, but each Party’s aggregate liability shall not exceed two times (2x) the fees paid or payable by the Customer in the six (6) months preceding the claim.
Claims must be notified within twelve (12) months of when the claiming Party knew or should have known of the event, and in no event later than two (2) months after Agreement termination.
If the Order Form permits Affiliate use of the Services, Epiminds’ liability extends to damages caused to such Affiliates. The Customer is liable for Affiliate compliance as if the Affiliate were the Customer. Only the Customer may assert claims under the Agreement.
The Customer is solely responsible for ensuring its use of the Services and Output complies with applicable advertising regulations, data protection laws, export controls, and trade sanctions, and that campaigns comply with advertising standards, platform policies, and consumer protection laws.
The Customer acknowledges that the Services may integrate with Third-Party Platforms and is responsible for: (i) maintaining valid Third-Party Platform accounts and licenses; (ii) complying with Third-Party Platform terms; (iii) providing necessary credentials; and (iv) notifying Epiminds of account changes. Epiminds is not liable for Service disruption resulting from Third-Party Platform issues, API changes, service outages, the Customer’s failure to maintain accounts, Third-Party Platform suspensions, or incompatibility arising from Third-Party Platform changes.
When using the Services to manage third-party advertising platform campaigns, the Customer remains responsible for compliance with platform terms and policies. Epiminds is not liable for platform-imposed suspensions or penalties.
The Customer acknowledges that Integration Data and Customer Content may be transmitted to or stored on Third-Party Platforms. Epiminds shall implement industry-standard security for data transmission, including encryption and secure authentication. However, Epiminds is not responsible for data security, privacy, or integrity on Third-Party Platforms, which is governed by Third-Party Platform provider terms.
Indemnification
Epiminds Indemnification
Epiminds shall defend the Customer against third-party claims that the Customer’s authorized use of the Services infringes Intellectual Property Rights and shall indemnify the Customer for damages, costs, and reasonable attorneys’ fees awarded against the Customer, subject to the limitations set forth in Section 5.
If Customer use of the Services results in or is likely to result in an infringement claim, Epiminds may: (i) provide functionally equivalent substitutes; (ii) obtain rights for continued use; or (iii) if options (i) and (ii) are not commercially reasonable, terminate the Agreement and refund prepaid fees for unused Services. Epiminds has no indemnification obligation for claims arising from: (a) non-Epiminds materials or technology; (b) Input; (c) Output from violating Input; or (d) unauthorized Service modifications or use.
Customer Indemnification
The Customer shall defend Epiminds against third-party claims arising from Input or Output from violating Input, and shall indemnify Epiminds for damages, costs, and reasonable attorneys’ fees awarded against Epiminds, subject to the limitations set forth in Section 5.
Indemnification Process
Indemnification under Sections 6.1 and 6.2 requires the Indemnified Party to: (i) promptly notify the Indemnifying Party of the claim; (ii) grant the Indemnifying Party control over defense and settlement (provided settlements unconditionally release the Indemnified Party, do not affect its Intellectual Property Rights, and the Indemnifying Party bears all costs); and (iii) provide reasonable assistance at the Indemnifying Party’s expense.
Intellectual Property Rights
Ownership
Epiminds and its Affiliates or licensors retain all rights, title, and interest in the Services, including all Intellectual Property Rights and modifications thereof. Nothing herein transfers such rights except as expressly provided.
As between the Parties, the Customer and its Affiliates or licensors retain all rights, title, and interest in Customer Content.
The Customer acknowledges that Input may be similar to input from other parties and that, due to the nature of machine learning, Output may not be unique across users. The Services may generate similar output for Epiminds or third parties. Campaign strategies and recommendations generated for other customers are not Input, Output, or Customer Content under this Agreement.
Licenses
Subject to compliance with the Agreement, Epiminds grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Services specified in the Order Form for the Customer’s and its Affiliates’ internal business purposes and client service provision for the number of users specified.
Subject to compliance with the Agreement, Epiminds grants the Customer a perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use Deliverables for the Customer’s internal business purposes and client service provision in supported jurisdictions. Unless otherwise specified in a Statement of Work, and except for Customer Content or derivatives thereof in the Deliverables, Epiminds retains all ownership rights to Deliverables.
The Customer grants Epiminds a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use, store, copy, transmit, create derivatives of, and display Customer Content and Integration Data to: (i) provide the Services under the Agreement; (ii) facilitate Third-Party Platform integrations; and (iii) transmit data to and from Third-Party Platforms. The Customer reserves all other rights in Customer Content and Integration Data.
Feedback and Data Usage
Epiminds welcomes feedback, including comments, ideas, and suggestions for improvements. Feedback is not confidential, and Epiminds may use it without restriction or compensation. Any Intellectual Property Rights in feedback vest exclusively in Epiminds.
Epiminds will not use Customer Content or Confidential Information to train artificial intelligence or machine learning models, nor permit subcontractors to do so.
Epiminds may collect Usage Data to develop, improve, support, and operate the Services. Epiminds shall implement appropriate measures to protect the confidentiality of Customer information in accordance with Section 9 and applicable data protection laws.
Fees and Payment
Service Fees
The Customer shall pay fees for the Services as: (i) specified in the Order Form; or (ii) if not specified, according to Epiminds’ standard pricing as offered from time to time.
The Customer’s payment obligation is not contingent on future functionality or features, nor dependent on statements not expressly set forth in the Agreement.
Epiminds may modify fees for subsequent Renewal Terms upon at least forty-five (45) days’ notice.
Payment Terms and Conditions
Payment is due within thirty (30) days of the invoice date.
If payment is not received by the due date, Epiminds may: (i) charge annual interest of twelve percent (12%) on overdue amounts; and (ii) suspend Service access until payment is received, provided Epiminds gives at least ten (10) business days’ notice and payment is not received within that period. For repeated payment delays, Epiminds may require shorter payment terms for future renewals and orders.
Fees exclude value-added tax and other governmental taxes, levies, or duties (collectively “Taxes”). The Customer is responsible for all Taxes associated with the Agreement. If Epiminds is legally required to pay or collect such Taxes, Epiminds shall invoice the Customer, who shall pay such amounts. The Customer shall provide information reasonably requested by Epiminds to determine tax collection obligations.
Privacy
Terms