Terms and Conditions
1. Definitions
1.1 Agreement: This Subscription Agreement, including any attached schedules or referenced documents.
1.2 SaaS Product: The contentmarketing.ai platform, including software, tools, and services provided by the Provider.
1.3 Subscription: The right to access and use the SaaS Product for a specified term, subject to this Agreement.
1.4 Users: Individuals authorized by Subscriber to use the SaaS Product under Subscriber’s account.
1.5 Customer Data: Data submitted, collected, or generated through Subscriber’s use of the SaaS Product.
1.6 Start Date: The date Subscriber’s access to the SaaS Product begins.
1.7 Term: The duration of the Subscription as specified in the applicable order form or invoice.
1.8 Service Level Agreement (SLA): The commitments regarding uptime, support, and maintenance, available at https://www.brafton.com/sla/.
2. Services
2.1 Grant of Access: Provider grants Subscriber a non-exclusive, non-transferable, revocable license to access and use the SaaS Product for internal purposes during the Term.
2.2 Scope of Use: Subscriber may only use the SaaS Product in compliance with the authorized use specified in the Agreement or applicable order.
2.3 Support Services: Provider will offer technical support for the SaaS Product as outlined in the SLA.
2.4 Maintenance and Updates: Provider will perform updates and maintenance to ensure the SaaS Product functions as intended. Periodic downtime may occur, and Provider will notify Subscriber of scheduled maintenance in advance.
3. Payment Terms
3.1 Fees: Subscriber agrees to pay all fees outlined in the order form or invoice. Fees are exclusive of applicable taxes unless otherwise stated.
3.2 Payment Schedule: Fees are payable annually in advance unless otherwise agreed. Payments are due within 30 days of the invoice date.
3.3 Taxes: Subscriber is responsible for all applicable taxes (excluding taxes based on Provider’s income). If Provider is required to collect taxes, these will be added to the invoice.
3.4 Late Payments: Overdue payments will incur a late fee of 1.5% per month or the maximum allowed by law. Provider may suspend access to the SaaS Product until overdue amounts are paid.
4. Customer Responsibilities
4.1 Authorized Use: Subscriber must ensure the SaaS Product is used only by authorized Users and in compliance with this Agreement.
4.2 User Accounts: Subscriber is responsible for maintaining the security of user accounts, including usernames and passwords.
4.3 Prohibited Actions: Subscriber may not (i) reverse engineer or attempt to extract the source code of the SaaS Product; (ii) share access with unauthorized third parties; or (iii) use the SaaS Product for unlawful purposes.
5. Data Ownership and Privacy
5.1 Ownership of Data: Subscriber retains ownership of all Customer Data. Provider will not access or use Customer Data except to provide the SaaS Product or comply with legal obligations.
5.2 Data Security: Provider will implement reasonable measures to secure Customer Data, including encryption and data backup protocols.
5.3 Compliance: Provider will comply with applicable data protection laws. Subscriber is responsible for ensuring its use of the SaaS Product complies with relevant laws and regulations.
6. Intellectual Property
6.1 Provider IP: Provider retains all rights, title, and interest in the SaaS Product, including software, features, and associated documentation.
6.2 Restrictions: Subscriber agrees not to copy, modify, or create derivative works of the SaaS Product without Provider’s prior written consent.
7. AI-Specific Terms and Conditions
7.1 AI Outputs and Use: The SaaS Product leverages artificial intelligence to generate content, insights, or recommendations (“AI Outputs”).
Subscriber acknowledges that while reasonable efforts are made to ensure the accuracy and quality of AI Outputs, they may not always be error-free, complete, or suitable for specific purposes.
AI Outputs should be reviewed by Subscriber before publication or use in critical decision-making processes.
7.2 Accuracy and Reliability: The AI product uses training data and algorithms to provide insights. However, its effectiveness may vary based on the quality of the input data provided by the Subscriber.
Provider does not guarantee the accuracy, legality, or fitness of AI Outputs for any particular purpose.
7.3 Human Oversight: Subscriber is responsible for applying human oversight when using AI Outputs. Provider disclaims liability for decisions made solely based on AI Outputs without review or verification.
7.4 Prohibited Uses: Subscriber agrees not to use the AI product for:
- Illegal or fraudulent purposes.
- Generating content that infringes on intellectual property, promotes hate speech, or violates ethical guidelines.
- Deploying the AI product in safety-critical systems, such as healthcare, where inaccuracies could result in harm.
7.5 Training and Data Usage: Provider does not use Subscriber’s data or content to retrain or improve the AI model without explicit prior consent.
Subscriber retains ownership of data provided for input, but Provider retains ownership of the underlying AI models and algorithms.
7.6 Privacy and Confidentiality: AI Outputs generated using Subscriber data are treated as confidential and will not be disclosed to third parties without prior authorization.
Provider will comply with applicable data protection laws to ensure the security and privacy of Subscriber data.
8. Term and Termination
8.1 Term: The Agreement is effective as of the Start Date and continues for the Term specified in the order form.
8.2 Termination for Cause: Either party may terminate the Agreement with 30 days’ written notice if the other party materially breaches the Agreement and fails to cure such breach within the notice period.
8.3 Effect of Termination: Upon termination, Subscriber’s access to the SaaS Product will cease. Subscriber is responsible for retrieving Customer Data within 30 days following termination, after which Provider may delete the data.
9. Warranties and Disclaimers
9.1 Provider Warranties: Provider warrants that the SaaS Product will perform substantially as described.
9.2 Disclaimer: Except as expressly stated, the SaaS Product is provided “as is” without warranties of any kind, including fitness for a particular purpose.
10. Limitation of Liability
10.1 Exclusion of Indirect Damages: Provider is not liable for indirect, incidental, or consequential damages, including loss of profits or data.
10.2 Cap on Liability: Provider’s aggregate liability under this Agreement is limited to the total fees paid by Subscriber in the 12 months preceding the claim.
11. General Provisions
11.1 Force Majeure: Provider is not liable for delays or failures due to circumstances beyond its control, such as natural disasters, internet outages, or acts of government.
11.2 Amendments: Provider may update these terms with 30 days’ notice. Continued use of the SaaS Product constitutes acceptance of the updated terms.
11.3 Governing Law: This Agreement is governed by the laws of the Commonwealth of Massachusetts. Any disputes shall be resolved in the state or federal courts located in Massachusetts.
11.4 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings.
11.5 No Waiver: The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.
11.6 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.