Creovai Specific Terms and Conditions for Partner Organisations

All terms and conditions listed below apply solely in connection to Customer’s use of the Creovai Platform, (the “Service”) that is being resold by Company pursuant to the Order Form herein and via authorization from the Service provider. The Service enables your organization to analyze various forms of customer communications. “Communications” may include call recordings, audio files, text or chat communications, surveys, and associated transcripts and log files generated in connection with the Service including but not limited to any words, utterances, or phrases derived from Customer audio, chat, SMS text messaging, cases and email.  Communications are stored for twelve (12) months (audio stored for thirty (30) days).

‍1. UPGRADES AND UPDATES

1.1 Service Upgrades and Updates: The Service issues upgrades or updates as necessary to support or enhance performance for all customers at no additional charge.  

1.2 Integration(s) with Subscriber Systems: The Service is configured to work with Company’s communication environments including telephony/call recording environment, chat and text (“Customer Communication Environments”) as contracted for in the Order Form.  The Order Form sets forth the required Integrations between the Customer Communication Environments and the Service. Any integrations that are not performed via an API or other connection to the Company Platform will be addressed in an SOW attached hereto and incorporated by reference herein and may result in additional fees. Changes in Customer Communication Environments may cause a disruption in the Service and must be communicated to Company and the Service provider in writing prior to Customer making such changes. ‍

2. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

2.1 Customer Materials: Customer owns or has rights to all content, materials and technology supplied by Customer to the Service (“Customer Materials”). Customer hereby grants a nonexclusive, nontransferable, limited license to both Company and the Service provider to use Customer Materials to provide the Service as described in the Order Form.  Except as set forth herein, Customer grants no additional rights or licenses under its intellectual property rights to Company or the Service provider.

2.2  Intellectual Property Rights: As between Customer, the Service provider and Company, Company/the Service provider retains all right, title, and interest in and to any intellectual property or proprietary rights in the Service and any derivative works created thereof, including any and all intellectual property and proprietary rights in any algorithms, machine learning, and other tools created or developed by the Service. Without limiting the generality of the foregoing, Customer will not itself, directly or indirectly sell, lease, license, sublicense, copy, market or distribute the Service, or release to a third party the results of any benchmark testing of the Service. All rights not expressly granted to Customer under this Agreement are reserved by Company and the Service provider and/or its licensors.

2.3  Limited License to Use Communications: Customer hereby grants Company and the Service provider the right to use the Communications as reasonably necessary to provide the Service.  Company and the Service provider may use, compile (including creating statistical and other models), annotate and otherwise analyze the Communications to develop, train, tune, enhance and improve the speech recognition, natural language understanding and other components of the Service, including but not limited to the creation of a common data base that includes common words, utterances, and phrases of multiple customers and that can be used as necessary to enhance and improve the Service. Creovai may use Gen AI tools internally to enhance our models but in no event will any customer data be disclosed to Open AI or other third parties. For express clarity, any Communications that are shared or disclosed to third parties will at all times be anonymized and aggregated to make sure that the Communications used does not include any personally identifiable information or Confidential Information. The Service may further create and aggregate de-identified compilations and analyses of Communications that may be combined with words, phrases and utterances from research, other sources and customers in libraries and categories as necessary to create reports, evaluations, studies, and analyses for the purpose of building and enhancing pre-built libraries and categories all of which may be included in the Service for Customer.  

3. INFORMATION SECURITY, DATA PRIVACY AND COMPLIANCE

3.1 Customer Responsibilities

Customer is solely responsible for, and Company and the Service provider shall have no liability with respect to: (a) the content of all Communications utilized as part of the Service and conveyed to users of the Service; (b) compliance with all applicable governmental, legal and regulatory requirements and laws concerning the Communications received by Customer and utilized with the Service; (c) the collection of personally identifiable information of individuals obtained in providing access to or use of the Service; (d) all Customer branding elements; (e) the recording or logging of calls or sessions as part of the access to or use of the Service; and (f) obtaining all necessary consents under applicable laws and regulations in order to allow Company and the Service provider to use any personal data with the Service. Customer is solely responsible for: (a) ensuring that any personal data is collected, processed and disclosed fairly and lawfully by Customer when supplying or disclosing such personally identifiable information to the Service, including but not limited to the obtaining of any consents required from those whose data is collected, and (b) compliance with any and all privacy laws and regulations that apply to the use of personal information that is part of any Communications.

4. LIMITATION OF LIABILITY

‍The maximum liability for any and all damages pertaining to the Service shall not be greater than the fees paid by Customer for the Services provided.