End User License Agreement
READ THIS end user license AGREEMENT (“EULA”) BEFORE INSTALLING OR USING THE PRODUCT TO WHICH THIS EULA APPLIES. BY ACCEPTING THIS EULA, COMPLETING THE REGISTRATION PROCESS, AND/OR INSTALLING OR USING THE PRODUCT, YOU AGREE ON BEHALF OF YOURSELF AND YOUR COMPANY (IF APPLICABLE) TO THE TERMS BELOW. IF YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR COMPANY, DO NOT INSTALL, REGISTER FOR OR USE THE PRODUCT, AND DESTROY OR RETURN ALL COPIES OF THE PRODUCT. ONCE YOU HAVE DONE THIS, YOU MAY REQUEST FROM THE POINT OF PURCHASE A FULL REFUND OF THE LICENSE FEES, IF ANY, PAID FOR THE PRODUCT (OR, IF THE PRODUCT IS PROVIDED TO YOU AS A HOSTED SERVICE, A REFUND OF THE PREPAID SERVICE FEES FOR THE REMAINDER OF THE SUBSCRIPTION PERIOD OF THE PRODUCT). SUCH REQUEST MUST BE COMPLETED WITHIN THIRTY (30) DAYS OF DELIVERY OF THE PRODUCT TO YOU. UNLESS OTHERWISE SPECIFIED IN THIS EULA, PROGRESS SOFTWARE CORPORATION IS THE LICENSOR OF THE PRODUCT. THE LICENSOR MAY BE REFERRED TO HEREIN AS “Licensor”, “we”, “us”, or “our”. IF YOU ARE AGREEING TO THIS EULA ON BEHALF OF YOURSELF IN YOUR INDIVIDUAL CAPACITY, THEN YOU ARE THE LICENSEE AND YOU MAY BE REFERRED TO HEREIN AS “Licensee”, “you”, or “your”. IF YOU ARE AGREEING TO THIS EULA ON BEHALF OF YOUR COMPANY, THEN YOUR COMPANY IS THE LICENSEE AND ANY REFERENCES TO “Licensee”, “you”, or “your” WILL MEAN YOUR COMPANY.
This EULA includes the following sections:
2.A. TERMS FOR ON-PREMISE PRODUCTS – these terms apply to Products that you or Permitted Third Parties install on computers;
2.B. TERMS FOR HOSTED SERVICES – these terms apply to Products that we host;
3. PRODUCT FAMILY SPECIFIC TERMS – these terms apply to all Products that are part of the family of Products referenced in this section; and
4. PRODUCT SPECIFIC TERMS – these terms apply to specific Products referenced in this section.
1. GENERAL TERMS AND CONDITIONS
1.2. General License Terms, Restrictions and Order of Precedence.
1.3. License Types.
1.5. Export Compliance and U.S. Government Customers.
1.6. IP Ownership and Feedback.
1.8. Fees and Taxes.
1.12. Data Collection and Personal Data.
1.12.3. Your Personal Data. If you determine that you will be supplying us with your Personal Data (as defined in the Data Processing Addendum referenced below) for us to process on your behalf, in the provision of maintenance and support services or hosting services (if the Product licensed to you is a Hosted Service) or during the course of any audits we conduct pursuant to section 1.14 (Audit), you may submit a written request at email@example.com for the mutual execution of a Data Processing Addendum substantially in the form we make available at https://www.progress.com/docs/default-source/progress-software/data-processing-addendum.pdf and we will enter into such Data Processing Addendum with you. To the extent there is any conflict between this EULA and such Data Processing Addendum, the Data Processing Addendum will prevail with respect to our handling and processing of your Personal Data.
1.13. Limitation of Liability and Disclaimer of Certain Types of Damages.
1.13.2 Disclaimer of Certain Types of Damages. Except for a party’s indemnification obligations set OUT in this EULA or your material violation of our intellectual property rights or the license restrictions set OUT in this EULA, to the extent permitted by applicable law, in no event will either party, its Affiliates or its licensors or their respective suppliers be liable for any special, indirect, consequential, incidental, punitive or tort damages arising in connection with this EULA or either party’s performance under this EULA or the performance of Our Products, or FOR any damages resulting from loss of use, loss of opportunity, loss of data, LOSS OF REVENUE, loss of profits, or loss of business, even if the party, its Affiliates, its licensors, or any of their respective suppliers have been advised of the possibility of those damages.
2.A.TERMS FOR ON-PREMISE PRODUCTS - THIS SECTION IS NOT APPLICABLE
2.B.TERMS FOR HOSTED SERVICES
2.B.2. Eligibility, Registration and Access Credentials.
2.B.4. Changes to the Hosted Services or EULA.
2.B.5. Data Backup and Limitations on Availability of Hosted Services.
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.
184.108.40.206. 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
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