IngredientAI Service Terms
1. Provision of Service. During the Term, Customer may access and use the Service and documentation solely in accordance with the terms of this Agreement. IngredientAI shall provide standard support services and use commercially reasonable efforts to make the Service generally available, excluding maintenance or causes beyond IngredientAI’s reasonable control.
2. Use of Service.
2.1 Customer Responsibilities. Customer is responsible for (i) obtaining and maintaining any equipment needed to access or use the Service, (ii) maintaining the security and confidentiality of Customer’s account credentials, (iii) all uses of such credentials or the Customer account, with or without Customer’s knowledge or consent, and (iv) obtaining any consents necessary for IngredientAI to use the Customer Data in accordance with this Agreement.
2.2 Use of Services. Customer warrants it will use the Service only in compliance with applicable laws and IngredientAI’s privacy notice, available at: https://www.ingredient-ai.com/privacy. IngredientAI may monitor and prohibit any use of the Service it believes may be (or are alleged to be) in violation of this Agreement.
2.3 Use Restrictions. Customer shall not: (i) distribute, create derivative works from, or offer for sale any materials obtained from the Service; (ii) use the Service to develop a competitive offering, or use the Service to train, fine tune, or otherwise improve any AI models; (iii) reverse engineer the Service (including any underlying idea or algorithm), or attempt to do so, except to the extent permitted by applicable law; (iv) remove or destroy copyright notices or proprietary markings in the Service; (vi) circumvent any technological measure or content protections of the Service; (v) use any scraper or other automatic process, software or queries that scrapes, extracts, copies, or collects information or data from the Service; (vi) introduce any malicious code into IngredientAI’s systems; or (vii) access or use the Service in any way not expressly permitted by this Agreement.
2.4 Users. Customer shall require that each user login and password is used only by the user to which it was issued.
2.5 Third-Party Providers. IngredientAI is not responsible for examining or evaluating any aspect of content, data, information, or materials from third parties (“Third Party Materials”) displayed in the Service.
3. Fees. Customer shall pay IngredientAI the fees specified in the Order Form. IngredientAI’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on IngredientAI’s income.
4. Proprietary Rights.
4.1 Service. As between the parties, IngredientAI retains all intellectual property rights embodied in or pertaining to the Service. Except as set forth in Section 1, no license or rights in or to the Service or related intellectual property rights are granted to Customer.
4.2 Customer Data. Customer and its users may provide inputs to the Service, which may include prompts, formulations, dosages, claims, citations, or other content or materials (“Inputs”) and receive outputs from the Service based on the Inputs (excluding Third Party Materials, “Outputs”). As between IngredientAI and Customer, Customer owns all Inputs and Outputs (collectively, the “Customer Data”). IngredientAI may access or use data associated with Customer’s and its users’ use of the Service to maintain security, monitor performance, respond to service or technical problems, and otherwise in connection with operating the Service, provided that IngredientAI shall not use the Customer Data to train any of IngredientAI’s generative AI models.
4.3 Certain Uses. IngredientAI may use data derived from its analysis of information (including Customer Data) relating to the Service and disclose such data, only in aggregate or other de-identified form, in a manner that does not disclose or identify Customer or any individual or third-party, provided that IngredientAI shall not use Customer Data to train Ingredient’s generative AI models.
4.4 Feedback. Customer hereby grants to IngredientAI a royalty-free, worldwide, irrevocable, perpetual, sublicensable, transferable license to use or incorporate into the Service any feedback provided by Customer relating to the Service for any purpose.
5.6 Publicity. IngredientAI may display Customer’s name and logo on IngredientAI’s website and in marketing materials during the Term for the purpose of identifying Customer as a customer of IngredientAI. IngredientAI agrees to comply with Customer’s written standards provided to IngredientAI. All goodwill arising from IngredientAI’s use of Customer’s name and logo shall inure to the benefit of Customer.
5. Confidentiality
5.1 Definition. The term “Confidential Information” means all information of a party (“Discloser”) disclosed to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, excluding information that: (i) is or becomes publicly available without breach of any obligation owed to the Discloser; (ii) was known to the Receiving Party prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Discloser; or (iv) is received from a third party without breach of any obligation owed to the Discloser.
5.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser’s prior written consent. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Discloser with prior notice (to the extent practicable and legally permitted).
5.3 Remedies. If the Receiving Party discloses or uses (or threatens to do so) any Confidential Information in breach of this Section 5, the Discloser shall have the right, in addition to any other available remedies, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Discloser for which any other available remedies are inadequate
6. Disclaimer. THE SERVICE, THIRD PARTY MATERIALS AND OUTPUT ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INGREDIENTAI DISCLAIMS ALL WARRANTIES RELATED THERETO, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. INGREDIENTAI MAKES NO COMMITMENTS ABOUT PERFORMANCE, AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICE.
7 Indemnification.
7.1 Indemnification by IngredientAI. IngredientAI shall at its expense defend Customer against any claim made or brought against Customer by a third party alleging that the Service as provided to Customer hereunder infringes the intellectual property rights of a third party, and shall pay any damages finally awarded by a court or agreed to by IngredientAI in a settlement with respect to such claim, excluding claims that arise from or relate to (i) Customer’s use of the Service other than as contemplated by this Agreement, (ii) Inputs used in accordance with this Agreement, (iii) modifications to the Service other than by IngredientAI, (iv) combination of the Service with technology or intellectual property not provided by IngredientAI
7.2 Indemnification by Customer. Customer shall at its expense defend IngredientAI against any claim made or brought against any IngredientAI by a third party arising from (i) Customer’s use of the Service or Outputs in violation of applicable law, including any health- or product-related claims made using information from the Service, or (ii) allegations that the Inputs infringe, misappropriate, or violate a third party’s intellectual property, privacy rights, rights of publicity, or other proprietary rights, and shall pay any damages finally awarded by a court or agreed to by Customer in a settlement with respect to such claims.
8. Limitation of Liability. EXCEPT FOR PAYMENT OBLIGATIONS AND A PARTY’S OBLIGATIONS UNDER SECTION 5 OR 7, IN NO EVENT SHALL (A) EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; (B) EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, IN EACH CASE, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
9. Term & Termination.
9.1 Term. Unless otherwise terminated in accordance with this Section 9, unless otherwise set forth in the Order Form, (i) this Agreement commences on the Start Date and shall continue for the Initial Term and (ii) automatically renews for successive periods of the same duration as the Initial Term unless either party provides at least ninety (90) days’ prior written notice of non-renewal prior to the expiration of the Initial Term or renewal period (collectively, the “Term”).
9.2 Termination; Effect. Either party may terminate this Agreement upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period. Upon expiration or termination, IngredientAI may delete all Customer Data in its systems unless legally prohibited. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to IngredientAI prior to the effective date of termination. The following provisions shall survive termination or expiration of this Agreement: Sections 3, 4 (excluding Section 4.2), 5, 6, 7, 8, 9.2, and 10.
10. General Provisions.
10.1 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon the second business day after sending by mail or email. Notices to Customer will be sent to the address in the Order Form.
10.2 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except in connection with a merger, or sale of all or substantially all of its assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.3 Governing Law. This Agreement shall be governed by the laws of California. The state and federal courts located in Santa Clara County, California have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts, provided that nothing in this Section 10.2 prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement.
10.4 Miscellaneous. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. This Agreement, including all exhibits hereto and the Order Form, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.