- 1.14. Audit.We may install and use automated license tracking, management and/or enforcement solutions with the Product, which you may not disrupt or alter. You will maintain records in connection with this EULA and the use of the Product and any Updates and/or services provided hereunder. Such records will include at a minimum the number of licenses purchased and being used by you. At our expense and with reasonable written notice to you, we or a third party appointed by us may audit the records, and if necessary and as applicable, the systems on which the Product or any Update is installed for the sole purpose of ensuring compliance with the terms of this EULA. We will have the right to conduct audits as necessary. These audits may be conducted on site at a location where you have installed the Product, remotely from our offices, or a combination of both, if applicable to the Product. On-site audits will be conducted during regular business hours, and neither on-site nor remote audits will interfere unreasonably with your business operations. You agree to share with us copies of all records referenced herein, as well as Product log files and other information reasonably requested by us promptly following such request, but in no event more than five (5) business days following receipt of our written request (or such longer period, if applicable, that we specify in the written request). We will treat all such information obtained or accessed by us during the audit as confidential information pursuant to section 1.11 (Confidentiality) for use by us only as necessary to ensure compliance with and enforcement of the terms of this EULA. If any audit reveals that you have underpaid license, maintenance and support or subscription fees, you will be invoiced for all such underpaid fees based on our list price in effect at the time the audit is completed. If the underpaid fees exceed five percent (5%) of the fees previously paid by you, then you will also pay our reasonable costs of conducting the audit and enforcement of this EULA.
- 1.15.1. Termination for Breach.We may terminate this EULA by written notice at any time if you do not comply with any of your obligations under this EULA and fail to cure such failure to our satisfaction within thirty (30) days after such notice. This remedy will not be exclusive and will be in addition to any other remedies which we may have under this EULA or otherwise.
- 1.15.2. Effect of Termination.Upon expiration of your license term to the Product (if applicable) or earlier termination of this EULA, your license to access and/or use the Product and/or distribute the Redistributables (if applicable) will terminate. You must immediately cease use of the Product and destroy all copies of the Product in your possession (and required any Permitted Third Parties to do the same). Any licenses you have granted to the Redistributables in accordance with the terms and conditions of this EULA will, unless otherwise specified in section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms), survive termination of this EULA.
- 1.15.3. Survival.Any provisions of this EULA containing licensing restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, audits rights, and any term of this EULA which, by its nature, is intended to survive termination or expiration, will remain in effect following any termination or expiration if this EULA, as will your obligation to pay any fees accrued and owing to us as of termination or expiration.
- 1.16. Assignment.You may not, without our prior written consent, assign or novate this EULA, any of your rights or obligations under this EULA, or the Products or any of our Confidential Information, in whole or in part, by operation of law, sale of assets, merger or otherwise, to any other party, including any parent, subsidiary or affiliated entity. Your Change of Control will constitute an assignment for purposes of the preceding sentence. A “Change of Control” will include, but not be limited to, any merger, consolidation, amalgamation, reorganization or sale, transfer or exchange of the capital stock or equity interests of you in a transaction or series of transactions which results in the holders of your capital stock or equity interests holding less than 50% of the outstanding capital stock or equity interests immediately following such transaction(s).
- 1.17. Choice of Law.This EULA is governed by the laws of the Commonwealth of Massachusetts, U.S.A., without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good-faith discussion between the parties, then it will be submitted for resolution to a state or federal court in Boston, Massachusetts, USA, and the parties hereby irrevocably and unconditionally agree to submit to the exclusive jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods will not apply to this EULA.
- 1.18.1. Notices.Notices of termination, material breach, your insolvency or an indemnifiable claim (“Legal Notices”) must be clearly identified as Legal Notices and sent via overnight courier or certified mail with proof of delivery to the following addresses: For us:14 Oak Park Drive, Bedford, MA 01730, Attention: General Counsel. For you: your address set out in the Order. Legal Notices sent in accordance with the above will be effective upon the second business day after mailing. Either party may change its address for receipt of notices upon written notice to the other party.
- 1.18.2. Entire Agreement.This EULA, and any terms expressly incorporated herein by reference, will constitute the entire agreement between you and us with respect to the subject matter of this EULA and supersedes all prior and contemporaneous communications, oral or written, signed or unsigned, regarding such subject matter. Use of any purchase order or other document you supply in connection with this EULA will be for administrative convenience only and all terms and conditions stated therein will be void and of no effect. Except as otherwise expressly contemplated in this EULA, this EULA may not be modified or amended other than in writing signed by you and us.
- 1.18.3. Severability.If any provision of this EULA is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this EULA will remain in full force and effect.
- 1.18.4. Waiver.Failure or delay in exercising any right, power, privilege or remedy hereunder will not constitute a waiver thereof. A waiver of default will not operate as a waiver of any other default or of the same type of default on future occasions.
- 1.18.5. English Language.This EULA has been drawn up in English at the express wish of the parties. Le présent contrat a été rédigé en anglais à la demande expresse des parties.
- 1.18.6. Force Majeure. Neither you nor we will be liable for any delay or failure to take any action required under this EULA (except for payment) due to any cause beyond the reasonable control of you or us, as the case may be, including, but not limited to unavailability or shortages of labour, materials, or equipment, failure or delay in the delivery of vendors and suppliers and delays in transportation.
- 1.18.7. Our Use of Our Affiliates.We may, at our discretion, engage one or more of our Affiliates in the fulfillment of our obligations, including, our obligations for delivery of the Product to you and/or the provision of any maintenance and support services.
2.A.TERMS FOR ON-PREMISE PRODUCTS - THIS SECTION IS NOT APPLICABLE
2.B.TERMS FOR HOSTED SERVICES
- 2.B.1.1.“ Access Credentials” means login information, passwords, security protocols, and policies through which you or Authorized Users access and use the Hosted Services.
- 2.B.1.2.“ Account” means the account through which you access the Hosted Services or your Authorized Users access the Hosted Services for your benefit and/or on your behalf.
- 2.B.1.3.“ Acceptable Use Policy” or “AUP” means our acceptable use policy located at https://www.progress.com/legal/aup that specifies rules, requirements and limitations concerning your use of the Hosted Services, and as may be updated by us from time to time.
- 2.B.1.4.“ Content” means all data and content, such as data files, written text, keys, computer software, music, audio files or other sounds, photographs, videos or other images that you or your Authorized Users upload to or process using the Hosted Services.
- 2.B.1.5.“ Downloadable Software” means any computer software programs, SDKs, codes, and/or files made available by us through or as part of the Hosted Services which you may be required to download and install/store locally on your computer to connect to and/or use the Hosted Services, along with any related Documentation and Updates.
2.B.2. Eligibility, Registration and Access Credentials.
- 2.B.2.1. Eligibility.To be eligible to use the Hosted Services, you must meet the following criteria and represent and warrant that you: (a) are 18 years of age or older, (b) are not currently restricted from the Hosted Services, (c) are not a competitor of ours or our Affiliates and are not using the Hosted Services for reasons that are in competition with us or our Affiliates, (d) have full power and authority to enter into the Terms and in doing so will not violate any other agreement to which you are a party, (e) will not violate any of our rights, including Intellectual Property Rights, (f) will comply with the Terms as the same may be amended from time to time, and (g) agree to provide at your cost all equipment, software and internet access necessary to use the Hosted Services.
- 2.B.2.2. Registration.Except as otherwise specified in section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms), this section specifies the terms applicable to your registration to use the Hosted Services. When you register to use the Hosted Services, we will ask for your name, email address and other related information. Assuming we don’t find the information you provide to be of concern, we will create an Account for you. As part of the registration process you (or we at your request) will create Access Credentials for each of your Authorized Users.
- 2.B.2.3. Access Credentials.Except as otherwise specified in section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms), this section specifies the terms applicable to Access Credentials provided to you to access the Hosted Services. You are responsible for safeguarding the Access Credentials. You agree to: (a) keep your Access Credentials secure and confidential and not allow any of your Authorized Users to provide their Access Credentials to anyone else; (b) not permit others to use your Account; and (c) refrain from using other users’ accounts. We rely on the Access Credentials as a method to differentiate one user from another. If someone else is using your Access Credentials, we will assume they are you and we’ll give them access. (Don’t forget, “you” includes your Authorized Users for whom you are responsible). You will be responsible for all activity carried out under your Account using Access Credentials made available to you and anything that happens through your Account, whether or not you have authorized such activities or actions, until you close your Account or prove that your Account security was compromised due to no fault of your own. If you know or suspect that someone has gained access to Access Credentials made available to you, you will immediately let us know. We will turn off the compromised Access Credentials and issue new Access Credentials. We reserve the right to take any action we deem necessary or reasonable to ensure the security of the Hosted Services and your Account, including terminating your access or the access of any of your Authorized Users, changing passwords, or requesting additional information to authorize activities related to your Account. In no event and under no circumstances will we be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction on our part under this provision, (ii) any compromise of the confidentiality of your Account, or (iii) any unauthorized access to or use of your Account.
- 2.B.3.1. Your Responsibility for the Content and License Grant to Us. You are responsible for any Content submitted and made available through the Hosted Services. You will be entirely responsible for each Content item provided by you or your Authorized Users through the Hosted Services, and, as between you and us, you retain ownership and any intellectual property rights in such Content. You will, at your own expense, obtain all third-party licenses, consents and/or permissions that may be necessary or appropriate with respect to such Content to enable each party to exercise its rights and perform its obligations under this EULA. You grant us a world-wide, royalty free, fully paid up, transferable, sublicenseable license to use, copy, host, store, disseminate, distribute, publicly display, sublicense, post or publish such Content, but only to the extent necessary for us to provide the Hosted Services. You agree that we may use our third-party contractors and service providers to exercise the licenses granted to us in this section to perform services for or on our behalf. You agree that you will have no rights against such third-party contractors or service providers in connection with this EULA or your use of the Hosted Services hereunder. In addition, you acknowledge that to protect your transmission of Content to the Hosted Services, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Hosted Services.
- 2.B.3.2. Your Warranties Regarding the Content. You represent and warrant that the Content does not and will not violate the AUP.
- 2.B.3.3. Our Disclaimer Regarding the Content. We do not endorse any Content or any opinion, recommendation, or advice expressed in any Content, and we expressly disclaim any liability in connection with any Content. We do not pre-screen Content, but we and our designees (including our Affiliates, third party contractors and service providers) reserve the right (but not the obligation) in our or their sole discretion to access, review, and monitor the Content and to refuse, remove or delete any Content that is inappropriate or not in compliance with this EULA and/or suspend or terminate your use of the Hosted Services at any time, without prior notice and in our sole discretion. ANY USE OF CONTENT PROVIDED BY OTHERS, INCLUDING OTHER CUSTOMERS, IS ENTIRELY AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT ANY CONTENT AVAILABLE ON OUR WEBSITE OR THROUGH THE HOSTED SERVICES, INCLUDING WITHOUT LIMITATION WITH RESPECT TO SUCH CONTENT’S QUALITY, ACCURACY, LEGALITY OR RELIABILITY.
2.B.4. Changes to the Hosted Services or EULA.
- 2.B.4.1. Changes to the Hosted Services.We reserve the right to add, modify or discontinue any product, feature or service made available through the Hosted Services. Any additions or modifications to the Hosted Services may be subject to additional terms and conditions which will be included in section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms) of an updated version of this EULA implemented in accordance with the terms of section 2.B.4.2 (Changes to the EULA).
- 2.B.4.2. Changes to the EULA. We may modify this EULA at any time by posting a revised version on our website at https://www.progress.com/legal. Modified terms that relate to modifications or additions to the Hosted Services will be effective at the time such modifications or additions to the Hosted Services are made in accordance with section 2.B.4.1 (Changes to the Hosted Services). Modified terms that are required by law will be effective immediately. All other modified terms will be effective at the commencement of your renewal subscription period occurring immediately following the posting of the revised version of this EULA. If we post any revisions to this EULA after the date on which you are required to notify us that you do not want to renew your subscription (pursuant to section 1.3.4 (Subscription License Type)) and you do not agree with the terms and conditions of the revised EULA, you may notify us that you do not want to renew your subscription at any time prior to the commencement of your renewal subscription period. It is your responsibility to check our website regularly for revisions to this EULA.
2.B.5. Data Backup and Limitations on Availability of Hosted Services.
- 2.B.5.1. Data Backup.We will follow our standard archival procedures for storage of Content. In the event of any loss or corruption of Content, we will use commercially reasonable efforts to restore the lost or corrupted Content from the latest backup of such Content maintained by us or our third-party service provider in accordance with its archival procedures. We will not be responsible for any loss, corruption, destruction, alteration, or unauthorized disclosure of or access to Content directly or indirectly arising from acts or omissions of you, your Authorized Users or a third party. OUR EFFORTS TO RESTORE LOST OR CORRUPTED CONTENT PURSUANT TO THIS SECTION 2.B.5.1 WILL CONSTITUTE OUR SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS, CORRUPTION, DESTRUCTION, ALTERATION OR UNAUTHORIZED DISCLOSURE OF OR ACCESS TO CONTENT.
- 2.B.5.2. Limitations on Availability of Hosted Services.The Hosted Services may be inaccessible for reasons including maintenance updates, power outages, internet delays, system failures, extended downtime and other interruptions. During such periods, you and your Authorized Users may be unable to access or use all or a portion of the Hosted Services and some or all of the Content may be lost or corrupted (in which case, our sole obligation to you will be to exercise commercially reasonable efforts to restore the Content in accordance with section 2.B.5.1 (Data Backup)). Additionally, we may immediately suspend the Hosted Services if there is a reasonable threat to the technical security or technical integrity of the Hosted Services.
- 2.B.5.3. SLA for Hosted Services. We may offer Service Level Agreements (SLAs) for certain Hosted Services. If a Hosted Service has an SLA associated with it, the terms will be specified in section 3 (Product Family Terms) or section 4 (Product Specific Terms).
- 2.B.6. Use of Third Party Vendors; Transmission of Data. Progress may use third party vendors to provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the Hosted Services (“Cloud Infrastructure Environment”) and such third party vendors may be granted access to your Content while performing services for us in accordance with the terms set out in section 2.B.3.1 (Your Responsibility for the Content and License Grant to Us). You agree to abide by such third party vendors’ acceptable use policies which are provided or otherwise noticed to you and you shall have no rights against any such third party vendors in connection with the Hosted Services.
- 2.B.7. Location of Cloud Infrastructure Environment and Personnel.Except as otherwise specified in section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms), the Cloud Infrastructure Environment, or any portion thereof, and any of our personnel or the personnel of our Affiliates or service providers with access to the Content under the license granted in section 2.B.3.1 (Your Responsibility for the Content and License Grant to Us), may be located in the United States or any other country in which we or our Affiliates or service providers maintain facilities.
- 2.B.8. Information Use and Disclosure by Us. With respect to the Hosted Services, we may access or disclose information about you, your Authorized Users, Account(s) and/or the content of your or your Authorized Users’ communications in order to (i) provide, operate, and improve the Hosted Services; (ii) comply with Applicable Laws or respond to lawful requests or legal process; or (iii) protect our rights or property and/or that of our customers, including the enforcement of our agreements or policies governing the use of the Hosted Services. Personal data collected or otherwise processed by us in the performance of services related to the Hosted Services may be transferred to, and stored and processed in, the United States or any other country in which we or our Affiliates or service providers maintain facilities. For more information on our privacy practices read the privacy statement at https://www.progress.com/legal/privacy-policy.
- 2.B.9. Promotional and Trial Offers.We may offer trial or promotional subscriptions (“Promotional Subscriptions”) for Hosted Services other than the Hosted Services you have ordered from us or our Authorized Reseller. Unless otherwise specified, a Promotional Subscription will remain active only for as long as you maintain an active, paid subscription to the Hosted Services you have ordered from us or our Authorized Reseller and which formed the basis for your eligibility for the Promotional Subscription. We reserve the right at any time to modify or discontinue, temporarily or permanently, any Promotional Subscription and your access to the Hosted Services licensed under such Promotional Subscription with or without notice.
- 2.B.10. Links to Third-Party Sites.The Hosted Services may include links to third-party sites. We do not control such sites and are not responsible for the content of any linked site, any links contained in the linked site, or any changes or updates to such sites. We are not responsible for any form of transmission received from any linked site. You acknowledge and agree that we are not liable for any loss or damage which you may incur as a result of the availability of third-party vendor resources or external sites.
- 2.B.11. Terms for Downloadable Software.If the Hosted Services includes any Downloadable Software then the license granted to you to the Hosted Services pursuant to this EULA includes the right to download, install and use the Downloadable Software only for the purpose of connecting to and using the Hosted Services. Your right to use the Downloadable Software applies only while you have an active subscription for the Hosted Services and will automatically terminate immediately following the termination of your subscription. You will destroy all copies of the Downloadable Software in your possession and will cause your Authorized Users to do the same. Upon our request, you will provide us with a written instrument signed by your authorized representative certifying your compliance with the destruction requirements set forth in this section 2.B.11.
- 2.B.12. Termination.In addition to any other termination rights we may have under this EULA, unless otherwise prohibited by law, and without prejudice to our other rights or remedies, we may terminate this EULA and the licenses to the Hosted Services granted to you hereunder immediately if: (i) we believe providing the Hosted Services could create a substantial economic or technical burden or material security risk for us or any of our Affiliates, or (ii) termination is required in order to comply with the law or requests of governmental entities.
3. FAMILY SPECIFIC TERMS
This section specifies terms and conditions specific to the NativeChat product family.
NativeChat is a Hosted Service enabling the development and deployment of, and providing backend support for, software applications (commonly referred to as chatbots) which are capable of conducting conversations via textual methods.
Default License Type for NativeChat: Subscription
3.1. Product Family Definitions.
Any defined term used in this section 3 (Product Family Specific Terms) but not defined herein will have the meaning ascribed to it in section 1 (General Terms and Conditions) or section 2.B (Terms for Hosted Services). For purposes of this section 3 (Product Family Specific Terms), the term “Product” means NativeChat Hosted Services and its Documentation, Integrated Software, and any Updates that we provide to you as part of your Subscription, unless otherwise stated in Section 4 (Product-Specific terms).
3.1.1. “Chatbot User” means an employee, independent contractor, consumer or other individual that you authorize, directly or indirectly, to use your Channel(s) on which your Chatbot(s) is/are deployed who use, query, respond to, or interact with your Chatbot(s) in any way.
3.1.2. “Chatbot User License Agreement” has the meaning given in section 3.3.1 (License Agreements).
3.1.3. “Channel” means a unique: website (URL), social media account, or mobile application.
3.1.4. “Chatbot” means those software applications which: (i) are developed, processed, stored, accessed, published, and/or supported by you or your Licensed Developers using the Product; and (ii) are not commercial alternatives for, or competitive in the marketplace with the Product, any components of the Product, or any of our other products or services. The portion of the Product used by or integrated with the Chatbot is a Redistributable as defined section 1.2.6 and all terms and conditions in section 1 (General Terms and Conditions) and section 2.B (Terms for Hosted Services) pertaining to Redistributables will apply to that portion of the Product.
3.1.5. “Customer Data” means the data concerning the characteristics, inquiries, responses, conversations, and activities of Chatbot Users that is collected through use of the Integrated Software and then forwarded to the Hosted Servers and analysed, processed, and (where applicable) responded to by the Product. The term “Content” as defined in section 2.B.1.4 above includes Customer Data.
3.1.6. “Hosted Servers” means the servers controlled by us (or our Affiliates or service providers) on which the Product and Content are stored.
3.1.7. “Integrated Software” means the code, software components, and/or files made available to you by us via the Product which are intended to comprise, and/or intended for integration within, your Chatbot. Integrated Software constitutes a “Redistributable”, as that term is defined in section 1.2.6 (Redistribution) and all terms and conditions in section 1 (General Terms and Conditions) applicable to Redistributables will apply to Integrated Software.
3.1.8. “Language” means the human method of communication employed by your Chatbot(s). Examples of Languages include: Afrikaans, Albanian, Arabic, Azerbaijani, Bengali, Bosnian, Bulgarian, Burmese, Catalan, Central Khmer, Chinese, Croatian, Czech, Danish, Dutch, English, Estonian, Finnish, French, Georgian, German, Greek, Hausa, Hebrew, Hindi, Hungarian, Icelandic, Igbo, Indonesian, Inuktitut, Italian, Japanese, Kannada, Kinyarwanda, Korean, Latin, Latvian, Lithuanian, Macedonian, Malay, Maori, Mongolian, Norwegian, Persian, Polish, Portuguese, Romanian, Russian, Serbian, Slovak, Slovenian, Somali, Southern Ndebele, Southern Sotho, Spanish, Swahili, Swati, Swedish, Tagalog, Tamil, Thai, Tsonga, Tswana, Turkish, Ukrainian, Urdu, Uzbek, Venda, Vietnamese, Xhosa, Yoruba and Zulu.
3.1.9. “Licensed Developer” means you or an individual person, employee or third-party consultant authorized to use the Product for you in accordance with this EULA. Each Licensed Developer is an Authorized User as defined section 1.1.3 and all terms and conditions in section 1 (General Terms and Conditions) and section 2.B (Terms for Hosted Services) pertaining to Authorized Users will apply to a Licensed Developer.
3.1.10. “Subscription” means your subscription-based license to use a certain Hosted Service as specified in the Order and pursuant to the terms of this EULA. A Subscription is limited to the specific Hosted Service to which you have subscribed and is only active during the period, and to the extent, for which you have subscribed and paid all applicable Subscription fees.
3.1.11. User” means any Licensed Developer or Chatbot User.
3.2. Scope of License Grants.
3.2.1. Licenses. Subject to your acceptance of this EULA and compliance with the terms set forth herein, we hereby grant to you, and you hereby accept a limited, personal, non-transferable, non-sublicensable (except to the extent set forth in this EULA) and non-exclusive license to, and to allow your Licensed Developer(s) to, while you have an active Subscription: (a) access and use the Product in the development, testing, building, deployment and support of your Chatbots; and (b) integrate and deploy the Integrated Software, solely as comprising or integrated within your Chatbot as deployed on your Channel(s), all within the use/deployment limits to which you have subscribed.
188.8.131.52. Free Use. Notwithstanding an evaluation or trial license that might be granted to you as set forth in section 1.2.5 (Limitations on Evaluation or Trial Licenses), if you are granted a free subscription by accessing and registering at https://bots.nativechat.com (or any successive website), then while you have a free subscription you may use the Product solely for developing, testing, and building your Chatbots, but you are NOT authorized to (a) deploy your Chatbot on any Channel, or (b) integrate any software within your Chatbot. A free subscription will be subject to the terms and conditions of this EULA, provided that (i) free subscription is provided “AS IS” without warranty or support of any kind, express or implied, (ii) Sections 1.2.6 (Redistribution), 1.7 (Maintenance), 1.8 (Fees and Taxes), 1.9 (Warranties), 1.10.1 (Our Indemnification Obligations), 3.2.4 (License for Deployment/Redistribution), 3.3 (Application), 3.4 (Support Services) and 3.6 (Warranties) of the EULA will not apply and (iii) we may terminate your free subscription at any time for any reason and without liability of any kind.
3.2.2. Product Use. The Product is licensed per Chatbot, per Language, per Channel. Therefore, by way of example, if your Subscription includes one Chatbot, one Language (e.g. English), and one Channel, you may for the term of your Subscription, access and use the Product in the development, testing, building, deployment and support of a single English Language Chatbot on the Channel specified in your Subscription.
3.2.3. Access Credentials. You must create an Account associated with a valid e-mail address. There is no limit to the number of Licensed Developers you may authorize to access your account in order to utilize NativeChat on your behalf. All Licensed Developers must access your account utilizing the same Access Credentials.
3.2.4. License for Deployment/Redistribution. While you maintain an active Subscription, you may deploy or distribute (as applicable given the nature of the licensed Channel) the Integrated Software in object code form only as comprising, or embedded in, the object code form of your Chatbot for use by your Chatbot Users in: (a) the quantities for which you have subscribed; (b) the Language(s) for which you have subscribed and (c) on the Channel(s) for which you have subscribed. You are not permitted to deploy or distribute the Integrated Software as a standalone product or as part of any product other than your Chatbot. The use of your Chatbot by your Chatbot Users must be subject to the App License Agreement as set forth in section 3.3.1 (License Agreements). For the avoidance of doubt, your Chatbot Users are not permitted to use the Product, including any of the Integrated Software, or any portions thereof, for software development or Chatbot development purposes unless the Chatbot Users purchases a separate commercial license for the Product from us or our Authorized Reseller for the Chatbot User’s own use. You must ensure that absolutely no portion of the Integrated Software is distributed in any form that allows it to be reused by any application other than your Chatbot.
3.2.5. Updates to the Product. We may condition the implementation of Updates to the Product on your payment of additional fees provided that we generally charge other customers for such Updates.
3.2.6. Use Guidelines. You will not, and will ensure that the Users will not: (i) interfere with or disrupt the integrity or performance of the Product, or disrupt any servers or networks connected to the Product; (ii) attempt to gain unauthorized access to the Product or any related systems or networks; (iii) attempt to probe, scan, or test the vulnerability of any system or network associated with the Product or breach any security or authentication measures; or (vi) utilize the Product in order to (a) send spam or otherwise duplicative or unsolicited messages; or (b) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts. You acknowledge that if you desire to protect your transmission of data and/or files to us, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Product.
3.3.1. License Agreements. Before you enable any Chatbot User to gain access to your application, you will enter into an enforceable agreement with such Chatbot User (“Chatbot User License Agreement”) that satisfies the requirements of section 1.2.6 (Redistribution).
3.4. Support and Services.
3.4.1. Support. Notwithstanding anything to the contrary in this EULA, no dedicated technical support is provided with the Product. However, technical support (which may include documentation, Knowledge Base articles, and/or forums) and/or credits redeemable for certain professional services related to the Product (“Service Credits”) may be available for purchase.
3.4.2. Service Credits. If you have obtained Service Credits from us or our Affiliate under the terms of the Order for use with your Product, such credits are specific to the Product for which they were obtained, are non-transferable, and are subject to the terms and conditions of the Order.
3.4.3. Chatbot Publishing. By your use or your Licensed Developer(s)’ use of the Product to publish your Chatbot to your Channel, you expressly authorize us to submit and publish your Chatbot on your behalf. You agree and acknowledge that the relationship of the parties will be as an independent contractor and not as a partner, joint venture, or agent of the other. You are solely responsible for acquiring the necessary rights to publish your Chatbot.
3.5.3. Meta Learning. The license you grant to us to any Feedback pursuant to section 1.6.2 (Feedback) will extend to any Meta Learning. “Meta Learning” means any meta data (including but not limited to conversational prompts and responses) created from the models which are utilized, built for, or run by you or your Licensed Developer(s) in the development, deployment, use and support of your Chatbot, the experience gained by exploiting the meta data, and the resulting learning or adjustments that the Product makes to the model as a result of such experience.
3.6.2. Exclusions. We will not be responsible for ensuring and do not represent or warrant that: (i) the Product will meet your business requirements; (ii) the Product will be error-free or uninterrupted or that the results obtained from its use will be accurate or reliable; or (iii) all deficiencies in the Product can be found or corrected. We will not be responsible for (a) your inability to access or interact with any other service provider through the internet, other networks or users that comprise the internet or the informational or computing resources available through the internet; or (b) services, libraries, or data sources or repositories provided by third parties.
3.7. Subscription Renewals. The Order will set out the renewal terms of your Subscription available to you. If your Subscription is not renewed on the terms set forth in the Order, then upon the expiration of the subscription period we will remove your Chatbot from any Channel where it was deployed.
3.8. Electronic Protected Health Information. If you are subscribing to a product described by us at https://www.progress.com/nativechat as “HIPAA-Compliant”, then, for the term of the subscription, we and you (i) shall execute a valid and effective Business Associate Agreement under which each of us shall have certain obligations to maintain the privacy and security of any electronic Protected Health Information (“Protected Health Information” or “PHI” has the same meaning as the term “protected health information” as defined in 45 CFR 164.103), and (ii) are both committed to comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) and related rules (the “HIPAA Rules” as specified in the Business Associate Agreement) under the terms of the mentioned Business Associate Agreement.
4. PRODUCT SPECIFIC TERMS - THIS SECTION IS NOT APPLICABLE