LANDING AI TERMS OF SERVICE

LANDING AI TERMS OF SERVICE

Last updated: May 6, 2024

Unless superseded by a Master Subscription Agreement (or equivalent) executed by the Parties in which case such separate agreement shall then govern, these Landing AI Terms of Service (these “Terms”) govern your (or the company or entity on whose behalf you entered into these Terms or that is otherwise identified on the applicable Order Form if any) (“Customer,” “you” or “your”) use of the website located at https://landing.ai/ (the “Site”) and the Platform Services as made available by Landing AI, Inc. (“LandingAI”). To make these Terms easier to read, the Site and Platform Services are collectively called the “Services.” LandingAI and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

WITHOUT LIMITING ANY OF THE TERMS AND CONDITIONS HEREIN, THE SERVICES ARE NOT INTENDED FOR USE WITH PERSONAL DATA, CLASSIFIED INFORMATION OR ANY OTHER DATA OR CUSTOMER MATERIALS THAT ARE SUBJECT TO PRIVACY LAWS, EXPORT CONTROL LAWS OR OTHER LAWS THAT WOULD REQUIRE ADDITIONAL FUNCTIONALITY FOR THE SERVICES OR THAT WOULD SUBJECT LANDINGAI TO ADDITIONAL OBLIGATIONS OR LIABILITY (COLLECTIVELY, “PROHIBITED USES”). CUSTOMER AGREES THAT IT WILL NOT USE THE SERVICES FOR ANY PROHIBITED USES AND WILL NOT LOAD ANY SUCH DATA OR CUSTOMER MATERIALS ONTO THE LANDINGAI PLATFORM.

1.- AGREEMENT TO TERMS AND CONDITIONS.

By using the Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to the terms and conditions of these Terms.

2. DEFINITIONS.

(a)   “Authorized Users means employees, agents, consultants, contractors, or vendors authorized by Customer to use the Services.

(b)   “Documentation” means the documentation relating to the Services, including the Fees Webpage, if and as provided by LandingAI to Customer (including any revised versions thereof), which may be updated from time to time upon notice to Customer.

(c)   “Fine-Tuned Models” means the AI models resulting from LandingAI fine-tuning its AI models on Customer Materials, Input and/or Output.

(d)   “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

(e)   “LandingAI IP” means the Services, the underlying software provided in conjunction with the Services, algorithms, AI models, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, Documentation and Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.

(f)   “Noncommercial” means not primarily intended for or directed towards commercial advantage or monetary compensation.

(g)   “Order Form” means a mutually executed order form or other mutually agreed upon ordering document which references these Terms and sets forth the applicable Platform Services to be provided by LandingAI.

(h)   “Personal Data” means any information defined as “personally identifiable information,” “personal data,” “sensitive personal data,” “special categories of personal data,” “personal information” or any other analogous term under applicable law.

(i)    “Platform” means the LandingAI proprietary platform for delivering the services and functionality made available by LandingAI.

(j)    Platform Services means the: (i) Platform; and (ii) LandingEdge (or its equivalents) if applicable; (iii) the Platform’s associated AI models; and (iv) the Fine-Tuned Models, in each case as may be more particularly described or identified in an applicable Order Form, Fees Webpage and/or on the Site.

(k)  “Term” means, with respect to the term of the Platform Services, the term set forth on the Fees Webpage or on the applicable Order Form, or if renewed, the end of any applicable renewal term for the Platform Services.

 

3. PRIVACY NOTICE. Please review LandingAI’s Privacy Notice, available at https://landing.ai/privacy-policy/ which also governs how LandingAI collects, uses and shares Customer’s and Authorized Users’ information.

4. CHANGES TO THESE TERMS OR THE SERVICES. LandingAI may update these Terms from time to time in LandingAI’s sole discretion. LandingAI will post the updated Terms on the Site and/or may also send other communications to Customer. Customer’s continued used of the Services after LandingAI has posted updated Terms means that Customer accepts and agrees to the changes. If Customer does not agree to be bound by the changes, Customer may not use the Services anymore. Because the Services are evolving over time LandingAI may change or discontinue all or any part of the Services, at any time and without notice, at LandingAI’s sole discretion.

5. ACCESS AND USE.

(a)   Services. Subject to the terms and conditions of these Terms, LandingAI hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 15(b)) right to use (and permit Authorized Users to use) the Services in accordance with the terms and conditions herein and in the Documentation.

(b)  Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Services or the Documentation; (ii) reverse engineer, decompile, decode, disassemble, engage in model extraction or stealing attacks, prompt injection attacks or any other adversarial attacks set forth in the NIST AI 100-2 E2023 publication available at https://nvlpubs.nist.gov/nistpubs/ai/NIST.AI.100-2e2023.pdf or otherwise attempt to derive or gain improper access to any software components, models, algorithms or systems of the Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for the benefit of Customer in accordance with these Terms; (iv) use the Services, Output or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law; (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vi) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by LandingAI for use expressly for such purposes; (vii) utilize the Services (including Fine-Tuned Models or derivatives thereof), Documentation, Input or Output to train, improve or have trained or improved an AI model (e.g., engage in “model scraping”); or (viii) use the Services, Documentation, Output or any other LandingAI Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services.

(c)   Responsible AI. Customer’s use of the Services, Input, Output and Fine-Tuned Models will comply with the Responsible AI Policy attached as Exhibit A.

(d)   Authorized Users. Customer may permit Authorized Users to use the Services in accordance with the terms and conditions of these Terms and the Documentation, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Services and their compliance with the terms and conditions of these Terms and the Documentation, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 5(b). Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify LandingAI if Customer knows or reasonably suspects that any user name and/or password has been compromised.

(e)   Ownership of LandingAI IP. Subject to the limited rights expressly granted hereunder, LandingAI reserves and, as between the Parties will solely own, the LandingAI IP and all rights, title and interest in and to the LandingAI IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

(f)   Input and Output. The Services will generate output for Customer (each, “Output”) in response to: (i) interaction, request or input from an Authorized User; and (ii) Customer Materials uploaded to influence the Output or Services (collectively, “Input”). As between the Parties, to the extent permitted by applicable law and subject to Section 5(e): (A) Customer owns all Input provided by Customer; and (B) subject to Customer’s compliance with these Terms, LandingAI assigns to Customer its right, title and interest in and to the Output generated by Customer’s Input. Customer may not: (1) use Output to develop or have developed AI or machine learning models that compete with LandingAI; nor (2) sell Output to any third parties. LandingAI may use and modify Input and Output to enforce the Responsible AI Policy and to comply with applicable law.

(g)   Fine-Tuned Models. LandingAI grants to Customer a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, assignable, sublicensable right and license to:

i.    download  (as set forth in the Fees Webpage), use, reproduce, distribute, modify, prepare derivative works of and publicly display the downloaded Fine-Tuned Models for Noncommercial purposes only, in accordance with the Documentation and the terms and conditions of these Terms; and

ii.     subject to Section 5(g)(i), otherwise use, reproduce, distribute, modify, prepare derivative works of and publicly display the non-downloaded Fine-Tuned Models solely within the confines of the Platform, for Customer’s business purposes, in accordance with the Documentation and the terms and conditions of these Terms.

Customer is solely responsible for its use of downloaded Fine-Tuned Models. LandingAI will not provide access to or share any of Customer’s Fine-Tuned Models with any of LandingAI’s other customers.

(h)   Feedback. From time-to-time Customer or its employees, contractors, representatives may provide LandingAI with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants LandingAI a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with LandingAI’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services. For clarity, Feedback is not considered Confidential Information.

(i)    Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”). LandingAI does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services.

6. SUBSCRIPTIONS AND FREE TIER. LandingAI requires payment of a fee for use of the Services (or certain portions thereof), as set forth at https://landing.ai/pricing (“Fees Webpage”) and you agree to pay such fees. You have the option of purchasing a subscription (“Subscription”) or electing the free subscription tier (“Free Tier”) for such use, as further described on the Fees Webpage.

(a) General. When you purchase a Subscription (each, a “Transaction”), you expressly authorize LandingAI’s (or LandingAI’s third-party payment processor) to charge you for such Transaction. LandingAI may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize LandingAI to provide your Payment Information to third parties so LandingAI can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

(b) Subscriptions. If you purchase a Subscription, you will be charged the monthly Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE LANDINGAI TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, LandingAI (or LandingAI’s third-party payment processor) will charge you on that day for the pro-rata amount of days left in the month, and thereafter automatically charge you on the first day of each month of your Subscription, using the Payment Information you have provided until you cancel your Subscription. Subject to applicable law, before your Subscription term ends, or otherwise in accordance with applicable law, LandingAI will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or LandingAI. Your Subscription continues until cancelled by you or LandingAI terminates your access to or use of the Services or Subscription in accordance with these Terms.

(c) Payments and Excess Usage. The monthly Subscription Fee is for access to a predetermined number of monthly usage credits (“Credits”) as set forth on the Fees Webpage, which are consumed at certain rates based on a variety of criteria (e.g., image size). The Credits do not rollover, and so the monthly allocation of Credits can be used only in that month. If Customer’s usage exceeds its allotted Credits in an applicable month, such excess usage will be subject to additional fees at LandingAI’s then-current rates for excess usage as set forth on the Fees Webpage. Such fees for exceeding the allotted allocation of Credits will be charged to Customer in arrears on the first day of the month following such excess usage. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and LandingAI may suspend Services until all payments are made in full. Customer will reimburse LandingAI for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.

(d) Cancelling Subscription. YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, LandingAI reserves the right to cancel your Transaction for any reason; if LandingAI cancels your Transaction LandingAI will refund any payment you have already remitted to LandingAI for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel the autorenewal of your subscription, you can opt to cancel from within the Platform. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.

 

7. CUSTOMER MATERIALS. Customer hereby grants LandingAI and its licensors a non-exclusive, worldwide, royalty-free right and license to use, reproduce, display, perform and modify the Customer Materials, Input and Output solely for the purpose of hosting, operating, improving and providing the Services and LandingAI’s other related products, services and technologies and for the purpose of creating or developing Aggregate Data during the Term. As between Customer and LandingAI, Customer owns and retains all right, title and interest in and to all Customer Materials. “Customer Materials” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or to LandingAI in connection with Customer’s use of the Services, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by LandingAI and made available through or in connection with the Services. “Aggregate Data” means any data that is derived or aggregated in deidentified form from: (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services. Customer represents and warrants that Customer Materials do not include any Personal Data.  If the Customer Materials or Input includes any Personal Data that LandingAI processes in the performance of its obligations under these Terms, the Parties will enter into a Data Processing Agreement in a form agreed by both Parties. For clarity, subject to Section 5(f) and this Section 7, LandingAI will not share Customer’s Customer Materials, Input or Output with any other customers of LandingAI.

8. SUPPORT AND SERVICE LEVELS.

(a) Support. LandingAI will provide Customer with support for the Services in accordance with the support terms set forth in Exhibit B.

(b) Service Levels. Subject to the terms and conditions of these Terms, LandingAI will use commercially reasonable efforts to make the Services available in accordance with the service levels set forth in Exhibit B. Customer acknowledges and agrees that the service levels are performance targets only and any failure of LandingAI to meet any service level will not result in any breach of these Terms or any payment or liability of LandingAI to Customer.

9. CONFIDENTIAL INFORMATION.

(a) Confidentiality. “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and the Documentation will be deemed Confidential Information of LandingAI. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these Terms; provided that LandingAI may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in these Terms, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

(b) Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of these Terms by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure; or (v) is Personal Data (which, to the extent applicable, will be subject to the Data Processing Agreement).

10. PUBLICITY. Either Party may, with the other Party’s prior written consent (which will not be unreasonably withheld), use or refer to the other Party’s name, trademarks, service marks, or logos in any marketing materials, business development activities, press releases or other publicity-related matter for the purpose of marketing, publicizing or promoting a Party’s business.

11. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

(a) Mutual Representations. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into these Terms; and (ii) the execution, delivery and performance of these Terms by it have been duly authorized by all necessary actions and do not violate its organizational documents.

(b) Customer Additional Representations. Customer represents and warrants that LandingAI’s use of the Customer Materials in accordance with these Terms will not violate any applicable laws or regulations or infringe, misappropriate or violate any Intellectual Property Rights, privacy rights, rights of publicity or other rights of any third party or cause a violation of confidentiality, breach of any agreement or obligations between Customer and any third-party.

(c) Disclaimer. THE SERVICES AND OTHER LANDINGAI IP ARE PROVIDED ON AN “AS IS” BASIS, AND LANDINGAI MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR TO ANY OTHER PARTY REGARDING THE LANDINGAI IP, THE OUTPUT, THE SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, LANDINGAI WILL HAVE NO LIABILITY WHATSOEVER TO ANY FREE TIER CUSTOMERS, AND LANDINGAI MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE TO SUCH FREE TIER CUSTOMERS.

(d) Similarity, Accuracy and Appropriateness of Output. Due to the nature of machine learning, Output may not be unique and the Services may generate the same or similar output for LandingAI or a third party. LandingAI’s assignment of Output as set forth above does not extend to other LandingAI customers’ output. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER’S COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, LANDINGAI WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM CUSTOMER MATERIALS, INPUT, OUTPUT OR THEIR USE. Customer will evaluate the content, nature and accuracy of any Output as appropriate for the applicable use case, including by using human review of the Output.

12. TERMINATION.

(a) LandingAI Termination. LandingAI may terminate or suspend Customer’s access to and use of the Services, including suspending access to or terminating Customer’s account in LandingAI’s sole discretion, at any time for any reason or no reason, and without notice to you.

(b) Customer Termination. Customer may, with regard to the Platform Services, terminate these Terms and Customer’s access to and use of the Platform Services if LandingAI materially breaches these Terms, and such breach remains uncured fifteen (15) days after Customer provides LandingAI with written notice of such breach. In the event of such termination by Customer, LandingAI will refund to Customer a pro-rata portion of the fees that have been paid for the unexpired portion.

(c) Survival. This Section 12(c) and Sections 1, 2, 5(b), 5(c), 5(d), 5(f)(1)-(2), 5(h), 6(a), 6(b), 6(c) (only for payments due and owing to LandingAI prior to the termination), 7, 9, 11, 12(d), 13, 14, and 15 survive any termination or expiration of these Terms.

(d) Effect of Termination. Upon expiration or termination of the Term: (i) the rights granted pursuant to Section 5(a) and Section 10 will terminate; and (ii) Customer will return or destroy, at LandingAI’s sole option, all LandingAI Confidential Information in its possession or control, including permanent removal of such LandingAI Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at LandingAI’s request, certify in writing to LandingAI that the LandingAI Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. After termination, at Customer’s written request, LandingAI will delete or destroy Customer’s Fine-Tuned Models in LandingAI’s possession, and may only retain such Fine-Tuned Models as: (1) backup copies as part of LandingAI’s disaster recovery and systematic IT back-up and archiving procedures; (2) copies that must be retained under LandingAI’s data retention policy (for the required duration); and (3) information required to be retained by applicable law or governmental or regulatory authority. No expiration or termination will affect Customer’s obligation to pay all fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund except as set forth in Section 12(b).

13. LIMITATION OF LIABILITY.

(a) Limitation of Liability. IN NO EVENT WILL LANDINGAI BE LIABLE TO CUSTOMER OR ITS AUTHORIZED USERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS.

(b) Total Liability. IN NO EVENT WILL LANDINGAI’S TOTAL LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS IN CONNECTION WITH THESE TERMS EXCEED THE GREATER OF: (I) FEES ACTUALLY PAID BY CUSTOMER TO LANDINGAI IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (II) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

14. INDEMNIFICATION. Customer will indemnify and hold LandingAI and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with: (a) Customer’s access to or use of the Services; (b) the Customer Materials, Input or their use by LandingAI; (c) the manufacture, sale, distribution or marketing of any Customer’s products or services; (d) Customer’s negligence, willful misconduct or fraud; or (e) Customer’s violation of these Terms.

15. GENERAL.

(a) Entire Agreement. These Terms, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter.

(b) Assignment. Customer may not assign or transfer these Terms, by operation of law or otherwise, without LandingAI’s prior written consent. Any attempt by you to assign or transfer these Terms absent LandingAI consent will be null. LandingAI may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms are binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

(c) Notices. Any notices or other communications provided by LandingAI under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Any notices or other communications provided by Customer will be sent by email to legal@landing.ai, and deemed received on the date the email was sent without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party.

(d) Relationship of the Parties. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent.

(e) Waiver. Either Party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the Party granting the waiver.

(f) Severability. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of these Terms will remain in full force and effect.

(g) Export Regulation. Customer will comply with all applicable export, sanctions and foreign corruption laws and regulations of the United States (“Trade Lawsto ensure that the Services are not: (i) exported or re-exported directly or indirectly in violation of Trade Laws; or (ii) used for any purposes prohibited by the Trade Laws. Without limiting the foregoing, Customer will not export, re-export or transfer any items or provide any Services subject to these Terms: i) to any jurisdiction subject to sanctions laws, including without limitation Cuba, Iran, North Korea, Sudan, Syria and the non-government-controlled regions of Ukraine; ii) to any party in violation of applicable Trade Laws; or iii) that require a government authorization without obtaining such authorization.

(h) Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein.

(i) U.S. Government End Users. The Services were developed solely at private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Services by or on behalf of the U.S. government is subject to restrictions as set forth in these Terms as consistent with federal law and regulations. If these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Services.

 

EXHIBIT A – RESPONSIBLE AI POLICY

LandingAI fully supports the principles of responsible AI. Consistent with these principles, you agree not to use the Platform Services or any AI model or derivatives of the models used by the Platform Services:

  1. In any way that violates any applicable national, federal, state, local or international law or regulation;
  2. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way;
  3. To generate or disseminate verifiably false information and/or content with the purpose of harming others;
  4. To generate or disseminate personal identifiable information that can be used to harm an individual;
  5. To defame, disparage or otherwise harass others;
  6. For fully automated decision making that adversely impacts an individual’s legal rights or otherwise creates or modifies a binding, enforceable obligation;
  7. For any use intended to or which has the effect of discriminating against or harming individuals or groups based on online or offline social behavior or known or predicted personal or personality characteristics;
  8. To exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm;
  9. For any use intended to or which has the effect of discriminating against individuals or groups based on legally protected characteristics or categories;
  10. To generate or disseminate information for the purpose to be used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g., by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use).

EXHIBIT B – SERVICE LEVELS AND SUPPORT

  1. Service Levels. LandingAI will use commercially reasonable efforts to make the Platform Services available during the Term twenty-four (24) hours a day, seven (7) days a week, except for excused downtime, which, for purposes of these Terms, means: (i) planned downtime (with reasonable advance notice to Customer) of the Platform Services; (ii) emergency downtime of the Platform Services; and (iii) any unavailability of the Platform Services caused by circumstances beyond LandingAI’s reasonable control.
  2. Support. LandingAI will provide Customer with access to the LandingAI Community at community.landing.ai and the LandingAI Support Center at support.landing.ai.