AI21 STUDIO
TERMS OF SERVICE
Last updated: August 3, 2023
These Terms of Service (the "Terms") apply to, and govern, the Order (defined below) to which they are attached,
hyperlinked, or otherwise incorporated by reference. These Terms are hereby incorporated by
reference into, and made a part of, such Order. These Terms and the Order are collectively
referred to as this "Agreement". The Agreement constitutes a binding agreement between AI21 Labs Ltd. (or, if applicable, the other AI21 Labs entity specified in the Order) ("Company", "we", "us", or "our") and the customer entity specified in the Order ("Customer" "you", or "your"). Company and Customer may be collectively referred to herein as the "Parties", and each individually as a "Party".
By accessing or using AI21 Studio (defined below), you agree to these Terms. IF YOU DO NOT
ACCEPT THE TERMS, YOU MUST NOT CLICK "I AGREE/I ACCEPT/SIGN UP" (OR THE SIMILAR
BUTTON OR CHECKBOX), AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY PART OF AI21
STUDIO.
An individual entering into this Agreement on behalf of the Customer, represents that
he/she has the right, authority and capacity to act on behalf of the Customer and to bind
the Customer to this Agreement.
We reserve the right to unilaterally amend these Terms at any time by posting the modified
version at https://studio.ai21.com/terms-of-use. In such cases, we will provide you with notice through a pop-up or banner within AI21
Studio, by sending an email (or other written notice) to you, or through other similar
mechanisms. The modified Terms shall become effective and binding seven (7) days following such
notification (unless the notification specifies a later effective date).
If you are purchasing your AI21 Studio subscription from a Company-authorized reseller,
distributor, or similar channel partner of AI21 Studio, such as an online marketplace (a
"Reseller"), then the provisions of Section 3(h) (Purchases via Resellers) shall apply (and Section 6 (Payment) shall not apply).
For the avoidance of doubt, these Terms shall not apply to you if you have both purchased your AI21 Studio subscription from, and executed an end user license/subscription/services agreement with, a Reseller. In
such cases, you are granted your subscription to AI21 Studio by and through the Reseller,
and not directly by Company (and accordingly, you agree that Company has no obligation or
liability of any kind whatsoever in respect of your purchase).
- Definitions
"AI21 Studio" means our software-as-a-service, known as AI21 Studio, and associated application programming interfaces (APIs), software, tools, and
Intellectual Property that we make available to you in connection therewith.
"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is
controlled by, or is under common control with such Party, whereby “control”
means the possession, directly or indirectly, of the power to direct, or cause the direction
of, the management and policies of such person, whether through the ownership of voting
securities, by contract, or otherwise.
"API Call" means a call or query from your Customer Application to the AI21 Studio API(s) (as
measured by the Company’s servers).
"Confidential Information" means all information disclosed or otherwise made available by one Party to the
other Party, regardless of form, which is designated as 'confidential' (or the
like), and/or that a reasonable person would understand to be confidential given the nature
of the information and/or the circumstances of disclosure, and includes, but is not limited
to: (a) any information related to Discloser’s business, such as cost data, pricing
methodologies, price lists, business plans and opportunities, marketing plans, financial and
accounting information, forecasts and valuations, market share data, sales volumes,
discounts, and budgets; (b) information relating to actual or potential customers,
suppliers, products and services; and (c) technical data, computer programs and software
code (including firmware and source code), ideas, inventions, algorithms, know-how,
analyses, lab notebooks, specifications, processes, techniques, formulas, engineering
designs and drawings, architectures, circuit schematics and circuit layouts, models,
samples, hardware configuration information, and other technology and intellectual property.
For the avoidance of doubt, the Fees and any Order Pricelist (each as defined below) are our
Confidential Information.
"Content" means any text, data, information, reports, files, images, graphics, software code,
or other content.
"Customer Content" means any Content submitted or uploaded to, or transmitted through, AI21 Studio, or
otherwise provided or made available to Company, by or on behalf of Customer. For the
avoidance of doubt, datasets you provide in connection with the training of your models, is
Customer Content.
"Customer Application" means your software application, website, tool, service, or product (as may be specified in the Order)
in which you integrate AI21 Studio.
"End User" means an end user of your Customer Application.
"Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty,
whether protectable or not, whether registered or unregistered, and whether vested,
contingent, or future) in and to inventions, discoveries, works of authorship, designs,
software, technical information, databases, know-how, mask works, methods, technology, and
other intellectual property, and includes but is not limited to patents, copyrights and
similar authorship rights, moral (and similar personal) rights, mask work rights, data and
database rights, trade secret rights and similar rights in confidential information and
other non-public information, design rights, trademark, service mark, trade name, trade
dress and similar branding rights, as well as: (i) all applications, registrations,
renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals,
substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill
associated with the foregoing.
"Law" means any federal, state, foreign, regional or local statute, regulation, ordinance,
or rule of any jurisdiction.
"Order" means any order form, sales order, quote, or other ordering document for the
provision of AI21 Studio, which is either:
(a) executed by the Parties; or
(b) to the extent AI21 Studio or the Site make available an ordering functionality for AI21
Studio, submitted by you via said functionality and subsequently confirmed by Company (for
example, via the provision of AI21 Studio access credentials).
"Pricing Page" means any publicly available web page(s) on the Site where we publish the list
price(s) for the AI21 Studio, as updated by us from time to time.
"Professional Services" means AI21 Studio-related installation, deployment, configuration, training,
customization, integration, or other professional services. For the avoidance of doubt,
model training services are Professional Services.
"Service Content" means any Content (excluding Customer Content) appearing on or in, or otherwise
provided or made available via, AI21 Studio. For the avoidance of doubt, the Trained Models
(but excluding your datasets embodied therein) are Service Content.
"Subscription Scope" means any AI21 Studio usage or consumption limitations and parameters (for example,
number of Users, number or type of Customer Applications, number of API Calls, number of
deployed instances, number of models, available features and functionalities, etc.) specified in the Order.
"Site" means the Company's website currently at studio.ai21.com.
"Support Services" means any AI21 Studio-related technical support and maintenance services specified
in the Order. If no such services are specified in the Order, then "Support
Services" shall mean Company's standard technical support services made available
either via information publicly available on the Site or via sending support requests to [email protected].
"Trained Model" means a custom model, based on Company's base model(s), which has been trained
pursuant to this Agreement based on one or more datasets provided by or on behalf of
Customer.
"Update" means an upgrade or update (such as a fix or patch) to or of AI21 Studio.
"Usage Statistics" means any non-Customer-identifying information, data, reporting, suggestions,
analyses, and/or intelligence relating to the operation, support, and/or Customer’s
use, of AI21 Studio and/or Service Content (such as metadata, aggregated data, analytics, as
well as time, length of text, and request parameters of API Calls).
"User" means your (and/or, pursuant to Section 3(c) (Customer Affiliates), your Affiliates') employees and contractors who are authorized by you to use AI21
Studio, and for whom you (or Company, at your request) has supplied a user identification
and password for AI21 Studio. Acts and omissions of a User shall be deemed your acts and
omissions, for which you shall remain primarily responsible and liable.
- Registering for AI21 Studio
-
Access and Credentials. To access AI21 Studio via the Site, you must register according to our procedures and provide us
with certain information (such as identification or contact details) as part of the
registration process. Once registered, you will be issued certain access credentials to
access AI21 Studio. You must keep the access credentials confidential and you may not sell,
share, transfer, sublicense or otherwise make the access credentials available to others.
You are responsible for all activities that occur using your access credentials. You will
not misrepresent or mask your identity or your credentials when accessing or using AI21 Studio.
-
Registration Information. Any registration information that you give to us must be accurate and up to date and
you will promptly update such information in the event of any changes. You agree that we
can use, store, and internally share your registration information to contact you for
purposes under this Agreement, and otherwise in accordance with our then-current privacy
policy (currently available at https://studio.ai21.com/privacy-policy) (the "Privacy Policy"), which is hereby incorporated into this Agreement by reference.
- Subscription
-
General. Subject to the terms and conditions of this Agreement (including without limitation
your payment of all applicable Fees), Company grants Customer a limited, non-exclusive,
non-transferable, non-sublicensable right and license, during the Subscription Term
(defined below), to do the following (collectively, the "Subscription"):
-
Access and use AI21 Studio (and view the Service Content) for your internal end use,
including to develop the integration with your Customer Application; and
-
Use (via making API Calls) the Trained Models for your Customer Application, and display
the corresponding output Service Content to End Users of the Customer Application;
For the avoidance of doubt: (x) the Subscription is subject to the applicable Subscription
Scope, and you shall not use any technical or other means within, or external to, AI21
Studio to exceed or circumvent the Subscription Scope, (y) AI21 Studio is only licensed or
provided on a subscription basis (and is not sold) hereunder; and (z) your access to and use
of AI21 Studio, as well as Service Content you display within your Customer Application, must
comply with any technical documentation, usage guidelines, parameters, and other
requirements provided to you by us (or otherwise incorporated herein by reference), as may
be modified by us from time to time ("Developer Documentation"), as well as all applicable Laws. Unless the context requires otherwise, references
in this Agreement to "AI21 Studio" shall be deemed to include the Developer
Documentation as well. Any rights not expressly granted herein are hereby reserved by
Company and its licensors, and, except for the Subscription, you are granted no other right
or license in or to AI21 Studio, whether by implied license, estoppel, exhaustion, operation
of law, or otherwise.
-
Usage Restrictions. As a condition to (and except as expressly permitted by) the Subscription, Customer
shall not do (or permit or encourage to be done) any of the following Subscription
restrictions (in whole or in part):
-
copy, create public Internet “links” to, "frame", or
"mirror" AI21 Studio or Service Content;
-
sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make
available AI21 Studio or Service Content to any third party (such as offering it as part
of a time-sharing, outsourcing or service bureau environment);
-
publicly perform, display or communicate AI21 Studio or Service Content;
-
modify, adapt, translate, or create a derivative work of AI21 Studio or Service Content;
-
decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to
discover the source code, non-literal aspects, or other underlying components (such as the
underlying structure, sequence, organization, file formats, non-public APIs, ideas,
algorithms, models, or model weights) of, AI21 Studio or Service Content, for example, by
exfiltrating the weights of our models by cloning via logits;
-
remove, alter, or conceal any copyright, trademark, or other proprietary rights notices
displayed on or in AI21 Studio or Service Content;
-
circumvent, disable or otherwise interfere with security-related or technical features or
protocols of AI21 Studio Service Content;
-
use AI21 Studio or Service Content to develop any service or product that is the same as
(or substantially similar to), or otherwise competitive with, AI21 Studio or Service
Content;
-
store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item
intended (or that has the potential) to damage or disrupt AI21 Studio or Service Content,
or use any robot, spider, scraper, harvesting, or any other automated means to access AI21
Studio or Service Content;
-
employ any hardware, software, device, or technique to pool connections or reduce the
number of Users, Customer Applications, API Calls, deployed instances, or endpoints that
directly access or use AI21 Studio or Service Content (sometimes referred to as
'virtualisation', 'multiplexing' or 'pooling');
-
forge or manipulate identifiers in order to disguise the origin of any Customer Content;
-
take any action that imposes or may impose (as determined in Company's reasonable
discretion) an unreasonable or disproportionately large load on the servers, network,
bandwidth, or other cloud infrastructure which operate or support AI21 Studio or Service
Content, or otherwise systematically abuse or disrupt the integrity of such servers,
network, bandwidth, or infrastructure;
-
use AI21 Studio or Service Content in connection with any stress test, penetration test,
or vulnerability scanning, or otherwise publish or disclose (without Company's prior
express written approval) any of the results of such activities or other performance data
of AI21 Studio or Service Content; or
-
use AI21 Studio or Service Content to circumvent the security of another person’s
network/information, develop malware, unauthorized surreptitious surveillance, data
modification, data exfiltration, data ransom or data destruction.
-
Customer Affiliates. Subject to (and without expanding) the Subscription Scope, you may permit your
Affiliates to exercise your Subscription rights under the Order, provided that: (i) you
first inform us in writing of the identity of such Affiliates (and we may object to an
Affiliate if we deem such Affiliate a competitor); and (ii) such Affiliates, in writing,
acknowledge and agree to the terms and conditions of this Agreement, and agree that
Company shall have no obligation or liability of any kind whatsoever towards such
Affiliates. Acts and omissions of your Affiliate shall be deemed your acts and omissions, for which
you shall remain primarily responsible and liable.
-
Delivery and Hosting. AI21 Studio will made available to you electronically via the Site; except, however, that the Order (including your Customer-Reseller Order, if you are purchasing your
subscription from a Reseller) may specify an alternative method in which AI21 Studio will
be provided to you (such as, via an API integration or via deployment on the
Reseller's environment). Any software (or other goods) delivered to you, shall be
deemed accepted upon delivery. The hosting of AI21 Studio (and related processing) may be
provided by a third party cloud hosting provider selected by Company ("Hosting Provider").
-
Features and Functionalities. We may, from time to time, modify and replace the features and functionalities (but not
material functionalities to which you are entitled under the Order, unless it improves the
material functionality), as well as the user interface, of AI21 Studio. Some features and
functionalities may in any event be restricted by geography or otherwise, in order for us
to comply with applicable Law or commitments to third parties. You acknowledge and agree
that your purchase hereunder is not contingent on the delivery of any future functionality
or feature, or dependent on any oral or written statements made by or on behalf of Company
regarding future functionalities or features. You also agree to cooperate with us in
seeking Feedback (defined below) about AI21 Studio and Service Content.
-
Monitoring. You agree that we and our Affiliates may monitor (and collect data and information
regarding) any AI21 Studio activity from our own systems to ensure quality, improve our
products and services, and ensure compliance with this Agreement (for example, we may
monitor the number of deployed instances, the number of API Calls, model version
information, and length of input and output). You will not interfere with this monitoring
and we may use any technical means to overcome such interference.
-
Updates. All references herein to "AI21 Studio" shall include any Updates made
available by or on behalf of Company under this Agreement. Company may from time to time
provide Updates, but shall not be under any obligation to do so. Such Updates will be
supplied according to whatever then-current internal policies Company may have in place,
and some Updates may in any event be limited, suspended or restricted by geography,
volume, duration or any other criteria decided by Company in its sole discretion. Some
Updates may include automatic updating or upgrading without any notice or obligation to
you, and you consent to any such automatic updating or upgrading. In some cases, you may
be required to install the Update manually, and in such cases you agree to do so within
forty-eight (48) hours of being provided the Update. Company shall have no responsibility,
obligation, or liability of any kind whatsoever in respect of versions of AI21 Studio that
are not Updated. An Update may be accompanied by separate or additional terms and
conditions, as well as additional fees (in each case, "Update Specific Terms"). Unless expressly stated otherwise in Update Specific Terms, all Update Specific
Terms apply in addition to (and not instead of) this Agreement.
-
Purchases via Resellers. If you are purchasing your AI21 Studio subscription through a Reseller, then: (a) the
order entered into between you and the Reseller (the "Customer-Reseller Order") is subject to, and Company's obligations and liabilities to you are governed
by, these Terms; (b) instead of paying Company, you will pay the applicable amounts to the
Reseller (and accordingly, Section 6 (Payment) below shall not apply), as agreed between you and the Reseller; (c) Company may
suspend or terminate the Subscription if Company does not receive payment from the
Reseller, as a result of you not paying the corresponding amount to the Reseller; (d) if
you are entitled to a refund under the terms and conditions of this Agreement, then,
unless Company specifies otherwise, Company will refund any applicable fees to the
Reseller (and under no circumstances shall Company be required to refund more than it
received from the Reseller), and the Reseller alone will be responsible for refunding the
appropriate amounts to you; and (e) the Company will not be bound by, or subject to, any
representations, warranties, promises, or commitments made by the Reseller.
- Services
-
Setup Services. Subject to your payment of any applicable Fees therefor, Company shall provide whatever
AI21 Studio-related setup services are specified in the Order ("Setup Services").
-
Support Services. Subject to you remaining current all payment obligations under this Agreement, you will
be entitled to receive the Support Services. Company shall not be obligated to respond to
any Support Services requests that are not issued to [email protected].
-
Professional Services. Other than Setup Services, Company is not obligated to provide any Professional
Services. Any Professional Services mutually agreed to between the Parties shall be set
out in sequential Professional Services Statements of Work executed by the Parties and referencing this Agreement (each, a "Professional Services SOW"). Professional Services shall be charged in accordance with such Professional
Services SOW. Each Professional Services SOW shall be deemed incorporated into this
Agreement by reference.
-
General. Services will be performed by us and/or our Affiliates, and are provided for the
benefit of you only. You shall fully cooperate with us, and shall make available to us all
relevant systems, assets, and resources, in connection with the provision of Services.
With your prior written approval (not to be unreasonably withheld, conditioned, or
delayed) we may subcontract Services (in whole or in part) to a third party contractor.
Unless expressly agreed otherwise in writing, Services shall be carried out remotely, and
any physical attendance at your offices or other locations requested by you, if agreed to
by us (for example, in a Professional Services SOW), shall be charged at our then-current
rates, and we shall also be entitled to reimbursement for travel and lodging costs and
expenses incurred.
- Customer Application and Content
-
Ownership and License. As between you and Company, you are the exclusive owner of your Customer Application
and Customer Content. You hereby grant to Company and its Affiliates a worldwide,
non-exclusive, royalty-free, paid-up, sublicensable (to our data subprocessors, Hosting
Providers, as well as to our third party service providers engaged by us in the provision
of Services), irrevocable right and license to copy, process, create derivative works of,
modify, adapt, and otherwise use your Customer Content: (A) during the Term of this
Agreement, for the purpose of performing under this Agreement (for example, using your
datasets in order to train custom models); and/or (B) on a perpetual basis, for the
purpose of generating Usage Statistics, as well as generally enhancing AI21 Studio (such as
developing new features and functionalities for the platform) and our Services.
-
Responsibility. You are, and shall always remain, solely responsible and liable for your Customer
Application and Customer Content, including without limitation the provision of support,
maintenance and other technical assistance in relation thereto, as well as ensuring your
Customer Application and Customer Content does not violate any applicable Laws or third
party rights. Without limiting the generality of the foregoing:
-
under no circumstances shall we be required to provide goods or services to, or otherwise
communicate with, an End User;
-
you will ensure that your use of AI21 Studio or Service Content does not violate any
agreement between you and any third party (such as End Users), or any Laws;
-
you will ensure that you only provide or make available to us personal data or other
personally identifiable information if required for you to operate your Customer
Application;
-
you will ensure that your Customer Application and Customer Content do not include or
link to, do not otherwise allow or encourage, and are not used for: (A) illegal
activities, such as child pornography, gambling, piracy, or violating copyright, trademark
or other intellectual property Laws; (B) accessing or authorizing anyone to access AI21
Studio from an embargoed country as prohibited by the U.S. government; (C) threatening,
stalking, harassing, defaming, defrauding, degrading, victimizing or intimidating anyone
for any reason; (D) misleading End Users that Customer Application outputs were
human-generated for generative use cases that do not involve a human in the loop; (E)
generating spam; or (F) generating content for dissemination in electoral campaigns.
-
you will ensure that: (A) no processing of Customer Content under this Agreement (whether
by us, our Affiliates, or if applicable the Hosting Provider) will violate any Law,
proprietary right, or privacy right; and (B) you have obtained and will maintain all
required consents and licenses, and will maintain all ongoing legal bases under relevant
privacy Laws (if applicable), necessary to provide, make available, and otherwise expose
Customer Content to us, our Affiliates, and the Hosting Provider (if applicable);
and
-
you will make reasonable efforts to reduce the likelihood, severity, and scale of any
societal harm caused by your Customer Application (and in connection therewith, you will
provide us with information we request from you regarding your efforts to reduce safety
risks), and such information may be used to assess compliance with these Terms as well as
to improve AI21 Studio.
-
Data Location. Customer Content may be hosted and processed by Company and its respective third party
service providers in Israel, the United States, or other locations around the world.
-
Data Storage. AI21 Studio is not intended to, and will not, operate as a data storage or archiving
product or service, and you agree not to rely on AI21 Studio for the storage of any
Customer Content whatsoever. Customer is solely responsible and liable for the maintenance
and backup of all Customer Content.
-
Security. Your network, operating system and the software of your servers, databases, and
computer systems must be properly configured to securely operate your Customer Application
and store Service Content collected through your Customer Application. You must have a
process to respond to any vulnerabilities or breaches in your Customer Application. If you
discover or a third party reports to you any vulnerabilities or breaches related to your
Customer Application's connection to AI21 Studio, you will promptly contact us and provide details of the vulnerability or
breach.
- Payment
-
Fees. You agree to pay Company the fees and other charges set forth in the Order (the
"Fees").
-
Pricing. Unless the Order contains a separate pricelist for AI21 Studio and/or Services (an
"Order Pricelist"), pricing for AI21 Studio and Services will be according to the then-current
Pricing Page. In respect of the Order Pricelist, Company shall be entitled from time to
time, and by written notice, to increase the pricing under the Order Pricelist; provided, however, that the updated Order Pricelist shall apply to the next Order renewal.
-
Payment Terms. Unless expressly stated otherwise in the Order or these Terms: (a) all Fees are stated,
and are to be paid, in US Dollars; (b) all Fees are shall be paid in advance at the
commencement of each billing cycle (except for Fees for overages, which are charged in
arrears); (c) all payments and payment obligations under this Agreement are
non-refundable, and are without any right of set-off or cancellation; (d) any amount not
paid when due will accrue interest on a daily basis until paid in full, at the lesser of
the rate of one and a half percent (1.5%) per month or the highest amount permitted by
applicable Law; and (e) we shall be entitled to issue invoices (and any associated
reporting) and billing notices via email to the applicable Customer contact email address
specified in the Order and/or via a functionality of AI21 Studio. If you believe that we
have invoiced you incorrectly, you must contact us no later than ten (10) days after
receiving the invoice in which the alleged error appeared; otherwise you shall be deemed
to have waived all claims in connection with the applicable invoice and payment.
-
Taxes. Amounts payable under this Agreement are exclusive of all applicable sales, use,
consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes
based upon our net income. You must provide a valid tax exemption certificate if claiming
a tax exemption. In the event that you are required by any Law to withhold or deduct taxes
for any payment under this Agreement, then the amounts due to us shall be increased by the
amount necessary so that we receive and retain, free from liability for any deduction or
withholding, an amount equal to the amount it would have received had you not made any
such withholding or deduction.
-
Payment Processing. You represent and warrant that all payment and billing information provided is (and
will remain) complete and accurate, and you have obtained all necessary consents to enable
the necessary payment method. If applicable to the payment method, payment of Fees may be
processed through a third-party payment processing service (which will receive and process
your billing information), and additional terms may apply to such payments. You authorizes
us (and/or our designee) to: (a) request and collect payment (and to otherwise take other
billing actions, such as refunds) from you on a recurring basis; and (b) make any
inquiries we deem necessary, from time to time, to validate your designated payment method
or financial information, in order to ensure timely payment of Fees (including, but not
limited to, for the purpose of receiving updated payment details from your payment, credit
card, or banking account provider – such as, updated expiry date or card
number).
- Company Ownership
We (and/or our licensors and suppliers, as applicable) are, and shall be, the sole and
exclusive owner of all right, title and interest (including without limitation all
Intellectual Property Rights) in and to:
(a) AI21 Studio (and all underlying Intellectual Property, such as our library of base
models);
(b) the Services;
(c) the Service Content; provided, however, that, unless permitted otherwise in a Professional Services SOW, we will not allow
other customers of AI21 Studio to access your datasets, or use the corresponding Trained
Models, with their respective applications, without obtaining your prior written consent;
(d) our Confidential Information;
(e) any feedback, suggestions, or ideas for or about AI21 Studio or Service Content
(collectively, "Feedback"); (f) Usage Statistics; and
(g) any improvements, derivative works, enhancements, and/or modifications of/to any of the
foregoing, as well as any other Intellectual Property conceived, authored, or otherwise
developed pursuant to this Agreement (such as methods we learn from training the custom
models for you), in each case regardless of inventorship or authorship.
You shall procure the assignment (and hereby irrevocably assign) to us (and/or our
designee(s)) the ownership rights set forth in this Section (Company Ownership), and undertake to do all things reasonably requested by us (including without limitation
executing, filing, and delivering instruments of assignment and recordation), at our
reasonable expense, to perfect such ownership rights.
- Confidentiality
-
General. Either Party may disclose or otherwise make available Confidential Information under
this Agreement and shall, in doing so, be referred to as the "Discloser" hereunder. The other Party when receiving Confidential Information shall be
referred to as the "Recipient". For the avoidance of doubt, disclosures by, to, or between the Parties'
respective Affiliates shall also be deemed Confidential Information and be subject to this
Agreement.
-
Exclusions. Confidential Information shall not include any information that: (a) is lawfully known
by the Recipient at the time of disclosure, on a non-confidential basis; (b) is or
becomes, through no fault of the Recipient, available to the general public; (c) is
independently developed by the Recipient without use or reference to Confidential
Information; or (d) is rightfully disclosed to Recipient on a non-confidential basis by a
third party.
-
Safeguarding. The Recipient shall not use the Confidential Information for any purpose, except to
perform under this Agreement and/or as otherwise expressly permitted by this Agreement. To
maintain the confidentiality of the Discloser's Confidential Information, Recipient
agrees to use the same degree of care it employs for the protection of its own
Confidential Information (and in any event, a reasonable degree of care), and to procure
that all such measures and safeguards are taken by its Representatives (defined
below).
-
Non-Disclosure. Recipient shall not disclose or make available any Confidential Information to any
person other than to its Representatives (defined below) who have a strict need to know
the Confidential Information for the purpose of Recipient performing its obligations under
this Agreement, and who are bound to the Recipient by an agreement of confidentiality that
contains substantially the same confidentiality obligations contained in this Agreement
(or by comparable fiduciary or professional duties of confidentiality). Recipient shall
remain primarily responsible and liable for its Representatives' acts and omissions in
respect of the Confidential Information, as fully as if they were the acts and omissions
of Recipient itself. "Representatives" means Recipient's and/or its Affiliates' directors, officers, employees,
professional advisors (including, without limitation, attorneys, financiers, and
accountants), contractors, and agents.
-
Compelled Disclosure. Recipient may disclose Confidential Information to the minimum extent required by a
Legal Requirement; provided, however, that before Recipient does so disclose it shall, to the extent legally permitted,
use reasonable endeavors to give the Discloser as much notice of such disclosure as
possible, and reasonably assist Discloser in seeking a protective order or other
appropriate remedy. "Legal Requirement" means (a) an order of any court of competent jurisdiction, any regulatory,
judicial, governmental or similar body, or any taxation authority of competent
jurisdiction, (b) the rules of any listing authority or stock exchange on which its shares
or those of any of its Affiliates are listed or traded, and/or (c) the laws or regulations
of any country to which its affairs or those of any of its Affiliates are subject.
-
Proprietary Notices. Recipient shall not remove, alter, or conceal any copyright, trademark, patent, or
other proprietary rights notices displayed on or in Confidential Information.
-
Return/Destruction of Confidential Information. Promptly following written request by Discloser at any time (including within a
reasonable time following termination of this Agreement), Recipient shall, as reasonably
directed, return, destroy, and/or permanently delete all Confidential Information in its
possession or control, and shall thereafter, upon written request, have one of its
officers certify in a signed writing compliance with the foregoing. Notwithstanding the
foregoing, the Recipient may retain an archival copy of Confidential Information solely to
the extent that: (a) such archival copy is contained in electronic files as part of the
Recipient’s regular data backup or archiving procedures, and/or (b) such retention
is required by any Legal Requirement; and in each of the foregoing cases under paragraphs
(a) and (b), provided further that the Recipient shall refrain from accessing or using
such Confidential Information, and shall treat such Confidential Information at all times
in accordance with the provisions of this Agreement and shall refrain from any use
thereof.
- Privacy and Data Protection
-
Your Compliance. You must comply with all Laws applicable to your use of AI21 Studio and the data
accessed through AI21 Studio and your Customer Application, including without limitation,
Laws related to the privacy of personally identifiable information ("Privacy Laws"), such as the European Union General Data Protection Regulation, Regulation (EU)
2016/679 ("GDPR") and the California Consumer Privacy Act, Cal. Civ. Code §§
1798.100–1798.199 ("CCPA"). Your Customer Application must include your own user agreement and privacy
policy (collectively, "End User Agreement"), which is prominently located where End Users download or access your Customer
Application, and which accurately discloses to End Users how and what personal information
you collect, use, store and share through your Customer Application. If you are governed
by the GDPR or CCPA and will be using AI21 Studio for the processing of "personal
data" (as defined in the GDPR) or "Personal Information" (as defined in the
CCPA), you may wish to execute our Data Processing Agreement. Please contact [email protected] for details. In no event must any End User Agreement grant any rights, impose any obligations or
liabilities, or make any statements that conflict or are inconsistent with any of the
terms and conditions of this Agreement (for example, the End User Agreement must not
impose or purport to impose any obligation or liability on us or our Affiliates, and must
not include any statement or suggestion contrary to our proprietary rights).
-
HIPAA. We do not intend, and absent our prior express written consent we do not permit, use of
AI21 Studio by any person that is a "covered entity" or a "business
associate" under the Health Insurance Portability and Accountability Act, as amended
("HIPAA"), where such use would involve access by us to "protected health
information" (as defined under HIPAA). If you are (or become) a "covered
entity" or "business associate" as defined in HIPAA, you will not use AI21
Studio in any manner that would permit such access, absent prior express written consent
from us.
- Term and Termination
-
Term. This Agreement commences on the Effective Date and, unless terminated in accordance
herewith, shall continue for the duration of the Subscription Term (the "Term"). "Effective Date" means the date the Order is executed by the Parties, unless the Order itself
specifies a different start/effective date; provided, however, that if the date on which you first accessed or used AI21 Studio was prior to Order
execution, then the Effective Date shall be deemed to be such earlier date.
-
Renewals. Unless specified otherwise in the Order, upon expiration of the Subscription term
specified in the Order (the "Initial Subscription Term"), the Order and Subscription shall automatically renew for successive renewal
terms of twelve (12) months each (each a "Renewal Subscription Term", and together with the Initial Subscription Term, the "Subscription Term"), unless either Party notifies the other Party in writing that it chooses not to
renew ("Non-Renewal Notice"); provided, however, that the Non-Renewal Notice is given at least sixty (60) days prior to the end of
the then-current Subscription Term. At the commencement of each Renewal Subscription Term,
we shall be entitled to invoice you for the applicable Fees therefor.
-
Termination. This Agreement may be terminated as follows:
-
In accordance with any termination rights specified the Order;
-
Either Party may terminate this Agreement for cause upon written notice if the other
Party commits a material breach under this Agreement, and fails to cure such breach within
thirty (30) days after receiving written notice from the other Party alleging the breach.
The foregoing 30-day cure period shall: (i) not be required if the breach is not curable;
and (ii) be reduced to ten (10) days if the material breach in question is your
non-payment of any Fees;
-
Either Party may terminate this Agreement upon written notice to the other Party upon the
occurrence of any of the following events in respect of such other Party: (i) a receiver
is appointed for the other Party or its property, which appointment is not dismissed
within sixty (60) days; (ii) the other Party makes a general assignment for the benefit of
its creditors; (iii) the other Party commences, or has commenced against it, proceedings
under any bankruptcy, insolvency or debtor’s relief Law, which proceedings are not
dismissed within sixty (60) days; or (iv) the other Party is liquidating, dissolving or
ceasing normal business operations; and/or
-
We may terminate this Agreement for convenience upon thirty (30) days' prior written
notice to you. In case of such termination for convenience by us, you shall be entitled to
receive a pro-rated refund of any pre-paid and unutilized Fees under this Agreement based
on the remaining period of the then-current Subscription Term.
-
Suspension. We reserves the right to temporarily suspend provision of AI21 Studio and/or the
Services: (A) if you are seven (7) days or more overdue on a payment; (B) if we deem such
suspension necessary as a result of your breach of the Subscription (such as a breach
under Section 3(b) (Usage Restrictions)) or your breach under Section 5 (Customer Application and Content); (c) if we reasonably determine suspension is necessary to avoid material harm to us,
to our other customers, or to AI21 Studio (for example, if AI21 Studio's cloud
infrastructure is experiencing denial of service attacks or other attacks or disruptions
outside of our control); and/or (d) as required by Law or at the request of governmental
entities.
-
Effect of Termination; Survival. Upon termination of this Agreement for any reason: (A) the Subscription shall
automatically terminate; (B) you shall cease all access and use of AI21 Studio, and cease
all integrations with your Customer Application (and we shall be entitled to verify same)
and certify in a signed writing that you have done so; and (c) you shall pay any
outstanding Fees and other charges that accrued as of termination, which shall become
immediately due and payable, and, if necessary we shall issue a final invoice therefor.
You acknowledge that following termination you may no longer have any further access to
any Customer Content within your AI21 Studio account, and that we may (but shall not be
obligated to) delete any Customer Content as may have been stored by us at any time. Any
right, obligation or provision that is expressly stated to survive or that ought by its
nature to survive termination of this Agreement, shall survive (including without
limitation Sections 7 (Company Ownership) through 14 (Miscellaneous)). Termination shall not affect any rights and obligations accrued as of the effective
date of termination.
- Disclaimer of Warranties
AI21 STUDIO, SERVICE CONTENT, THE SERVICES, AS WELL AS ANY OTHER GOODS AND SERVICES
PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF THE COMPANY HEREUNDER (COLLECTIVELY, THE
"COMPANY MATERIALS") ARE PROVIDED AND MADE AVAILABLE ON AN "AS IS" AND "AS
AVAILABLE" BASIS, WITH ALL DEFECTS, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS
AND WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED CONDITIONS OR WARRANTIES OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET
POSSESSION, NON-INFRINGEMENT, OR QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE
OF PERFORMANCE OR USAGE OF TRADE) ARE HEREBY DISCLAIMED BY COMPANY AND ITS LICENSORS.
COMPANY DOES NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING
THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF COMPANY
MATERIALS; (B) THAT CUSTOMER'S USE OF COMPANY MATERIALS WILL BE UNINTERRUPTED, SECURE OR
ERROR-FREE; (C) REGARDING THE OPERATION OF ANY CELLULAR NETWORKS, THE PASSING OR
TRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, OR ANY OTHER CELLULAR OR DATA
CONNECTIVITY PROBLEMS; (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, OR
OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS; OR (E) REGARDING THE INTER-OPERABILITY OF YOUR CUSTOMER APPLICATION WITH AI21 STUDIO. COMPANY WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE
FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR
FOR ISSUES RELATED TO HOSTING PROVIDERS OR PUBLIC NETWORKS.
- Indemnification
You agree to defend, indemnify, and hold harmless us, our Affiliates, and each of our
employees, officers, directors, agents and representatives, from and against all claims,
damages, losses, liabilities, judgments, penalties, fines, costs, and expenses (including
attorneys’ fees) arising from or relating to: (i) your breach of these Terms; (ii)
your use of AI21 Studio, Service Content, and Developer Documentation; (iii) your Customer
Application; (iv) any Customer Content; and/or (v) your actual or alleged infringement,
misappropriation or violation of our, our Affiliate’s or any third party’s
Intellectual Property Rights or other rights.
- LIMITATION OF LIABILITY
-
EXCEPT FOR BREACHES OF CONFIDENTIALITY UNDER SECTION 8 (CONFIDENTIALITY), CUSTOMER'S BREACH OF THE SUBSCRIPTION (INCLUDING WITHOUT LIMITATION A BREACH UNDER
SECTION 2(b) (USAGE RESTRICTIONS)), AND/OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY, ITS
AFFILIATES, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT,
FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY
LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED
EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION
SYSTEMS, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR
SERVICES.
-
THE COMBINED AGGREGATE LIABILITY OF COMPANY AND ALL ITS AFFILIATES UNDER, OR OTHERWISE IN
CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU
TO COMPANY UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY (OR, IF NO FEES APPLY, ONE HUNDRED US DOLLARS (USD$100)).
-
THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE
POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS
OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND
WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF
STATUTORY DUTY), STRICT LIABILITY, MISREPRESENTATION, RESTITUTION, OR OTHERWISE.
- Miscellaneous
-
Entire Agreement. This Agreement (and its annexes, if any) represents the entire agreement of the Parties
with respect to the subject matter hereof, and supersedes and replaces all prior and
contemporaneous oral or written understandings and statements by the Parties with respect
to such subject matter. In entering into this Agreement, neither Party is relying on any
representation or statement not expressly specified in these Terms. Without limiting the
generality of the foregoing, this Agreement supersedes the following, each of which shall
be deemed rejected, void and of no effect: (i) any shrink-wrap, click-wrap, or similar
terms and conditions that accompany, or are included within, AI21 Studio, even if use of
AI21 Studio requires an affirmative “acceptance” thereof; and (ii) any terms
or conditions (whether printed, hyperlinked, or otherwise) in any purchase order or other
standardized business forms, which purport to supersede, modify, or supplement this
Agreement. You shall include the Order reference/number in any purchase order issued to
us. The section and subsection headings used in this Agreement are for convenience of
reading only, and shall not be used or relief upon to interpret this Agreement. This
Agreement may be executed in any number of counterparts (including digitally,
electronically scanned and e-mailed PDF copies, and any similarly signed and
electronically or digitally transmitted copies) each of which will be considered an
original, but all of which together will constitute one and the same instrument.
-
Precedence. To the extent of any conflict or inconsistency between a provision in these Terms on
the one hand, and a provision in the Order or a Professional Services SOW on the other
hand, the former shall prevail (except to the extent expressly stated otherwise in the
Order or Professional Services SOW, or to the extent related solely to the Subscription
particulars of the Order or the Services particulars of the Professional Services SOW, in
which case the latter shall prevail).
-
Feature Specific Terms. Features and functionalities may be accompanied by separate or additional terms and
conditions (in each case, "Feature Specific Terms"). Except to the extent expressly stated otherwise within Feature Specific Terms,
all Feature Specific Terms apply in addition to (and not instead of) this Agreement.
-
Assignment. This Agreement may not be assigned by you, in whole or in part, without our prior
express written consent. We may assign this Agreement, in whole or in part, without
restriction or obligation. Furthermore, any of our obligations hereunder may be performed
(in whole or in part), and any of our rights (including invoice and payment rights) or
remedies hereunder may be exercised (in whole or in part), by our Affiliates. Any
prohibited assignment will be null and void. Subject to the provisions of this Section (Assignment), this Agreement will bind and inure to the benefit of each Party and its respective
successors and assigns.
-
Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Israel without regard to any conflicts of laws rules or principles. The United
Nations Convention on Contracts for the International Sale of Goods shall not apply to
this Agreement and is hereby disclaimed. Any claim, dispute or controversy between the
Parties will be subject to the exclusive jurisdiction and venue of the courts located in
Tel Aviv, Israel and each Party hereby irrevocably submits to the personal jurisdiction of
such courts and waives any jurisdictional, venue, or inconvenient forum objections to such
courts. Notwithstanding the foregoing, each Party may seek equitable relief in any court
of competent jurisdiction. EXCEPT TO SEEK EQUITABLE RELIEF, PAYMENT OF FEES, OR TO
OTHERWISE PROTECT OR ENFORCE A PARTY'S INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY
OBLIGATIONS, NO ACTION, REGARDLESS OF FORM, UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER
PARTY MORE THAN ONE (1) YEAR AFTER THE DATE ON WHICH THE CORRESPONDING LIABILITY AROSE.
Any claims or damages that you may have against us shall only be enforceable against us,
and not any other entity or our officers, directors, representatives, employees, or
agents. Without derogating from any limitations or exclusions of liability in this
Agreement, you hereby irrevocably waive any claims against us for sums to which you are
entitled under any insurance policy carried by you or on your behalf.
-
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement
shall remain in full force and effect; and (b) the Parties agree that the court making
such determination shall have the power to limit the provision, to delete specific words
or phrases, or to replace the provision with a provision that is legal, valid and
enforceable and that most closely approximates the original legal intent and economic
impact of such provision, and this Agreement shall be enforceable as so modified in
respect of such jurisdiction. In the event such court does not exercise the power granted
to it as aforesaid, then such provision will be ineffective solely as to such
jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid,
legal and enforceable provision that most closely approximates the original legal intent
and economic impact of such provision.
-
Publicity. We may use your name and logo on our website and in our promotional and marketing
materials to state that you are a customer of AI21 Studio, and you further agree to serve
as a reference customer and to cooperate with our reasonable marketing and referencing
requests (which may include the creation and promotion of a case-study to be published in
our promotional and marketing materials, such as the Site).
-
AI21 Newsletters. You agree to be added to our mailing list to receive emails and other correspondence
regarding news, resources, and other offers about our products and services.
-
Waiver and Remedies. No failure or delay on the part of either Party in exercising any right or remedy
hereunder will operate as a waiver thereof, nor will any single or partial exercise of any
such right or remedy preclude any other or further exercise thereof, or the exercise of
any other right or remedy. Any waiver granted hereunder must be in writing, duly signed by
the waiving Party, and will be valid only in the specific instance in which given. Except
as may be expressly provided otherwise in this Agreement, no right or remedy conferred
upon or reserved by either Party under this Agreement is intended to be, or will be
deemed, exclusive of any other right or remedy under this Agreement, at law, or in equity,
but will be cumulative of such other rights and remedies.
-
Relationship. The relationship of the Parties is solely that of independent contractors, and nothing
in this Agreement shall be construed to create a relationship of employer and employee,
principal and agent, joint venture, franchise, fiduciary, partnership, association, or
otherwise between the Parties. Except to the extent required by us in connection with the
provision of AI21 Studio and/or the performance of our obligations hereunder, neither
Party has any authority to enter into agreements of any kind on behalf of the other Party
and neither Party will create or attempt to create any obligation, express or implied, on
behalf of the other Party.
-
Force Majeure. Neither Party shall have any liability for any performance (excluding payment
obligations) under this Agreement that is prevented, hindered, or delayed by reason of an
event of Force Majeure (defined below). The Party so affected shall be excused from such
performance to the extent that, and for so long as, performance is prevented, interrupted,
or delayed by the Force Majeure. If and when performance is resumed, all dates specified
under this Agreement shall be automatically adjusted to reflect the period of such
prevention, interruption, or delay by reason of such Force Majeure. For purposes of this
Agreement, an event of "Force Majeure" shall be defined as: (a) fire, flood, earthquake, explosion, pandemic or epidemic
(or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing,
concerted labor action, work stoppages, other labor or industrial disturbances, or
shortages of materials or equipment, not the fault of either party; (c) invasion, war
(declared or undeclared), terrorism, riot, or civil commotion; (d) an act of governmental
or quasi-governmental authorities (including without limitation lockdowns); (e) failure of
the internet or any public telecommunications network, hacker attacks, denial of service
attacks, virus or other malicious software attacks or infections, shortage of adequate
power or transportation facilities; and/or (f) any matter beyond the reasonable control of
the affected Party. Notwithstanding the foregoing, Customer shall not be entitled to use,
or rely on, this Section (Force Majeure) in connection with any Customer breach of the Subscription and/or of Company's
Intellectual Property Rights. For the avoidance of doubt, any problems relating to hosting
of AI21 Studio by a third party is beyond the reasonable control of Company.
-
Export Control. You must not use, transfer, export, re-export, import, or divert AI21 Studio, Service
Content, or any of our Confidential Information in violation of any Export Control Laws,
or otherwise to: (A) Lebanon, Syria, Iran, Iraq, Sudan, Yemen, Cuba, or North Korea (or
other countries specifically designated in writing by us from time to time); (B) any U.S.
embargoed countries; or (C) anyone on the U.S. Treasury Department's list of Specially
Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity
List or any other restricted party lists. You represent and warrant that you are not
located in any such country or on any such list. "Export Control Laws" means all applicable export and re-export control Laws applicable to you and/or
Company or its Affiliates, as well as the United States' Export Administration
Regulations (EAR) maintained by the US Department of Commerce, trade and economic
sanctions maintained by the US Treasury Department's Office of Foreign Assets Control,
and the International Traffic in Arms Regulations (ITAR) maintained by the US Department
of State.
-
Government Users. If you are a U.S. government entity, or this Agreement otherwise becomes subject
to the Federal Acquisition Regulations (FAR), you acknowledge that AI21 Studio (and any
other software and documentation we make available to you) constitutes “commercial
computer software” and “commercial computer software documentation” as
such terms are used in FAR 12.212, DFARS 252.227-7014 and DFARS 227.7202. In accordance
with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of
the U.S. Government to use, modify, reproduce, release, perform, display, or disclose
commercial computer software, commercial computer software documentation, and technical
data furnished in connection with AI21 Studio shall be as provided in this Agreement. If a
government agency needs additional rights, it must negotiate a mutually acceptable signed
written addendum to this Agreement specifically granting those rights.
-
Expense. Except as may be expressly stated otherwise in this Agreement, each Party shall pay its
own costs and expenses incurred in connection with the negotiation, preparation, signature
and performance of this Agreement (and any documents referred to in it).
-
Customer Resources. You shall be solely responsible: (a) for providing all hardware, software, systems,
assets, facilities, and ancillary goods and services needed for you to access and use AI21
Studio; and (b) for ensuring their compatibility with AI21 Studio. In the event we become
legally or contractually required to modify or replace features or functionalities of AI21
Studio in order to ensure that it complies with the terms of service or privacy policies
of various platforms, networks and/or websites, you shall be responsible for making all
necessary changes to your hardware, software, systems, assets, and facilities in order to
continue using AI21 Studio.
-
Notices. Except as may be specified otherwise in this Agreement, all notices, consents, or other
communications provided for in connection with this Agreement shall be in writing, and
shall be deemed given as follows: (A) when received, if personally delivered; (B) the
second business day after mailing, when mailed via either U.S. mail or registered or
certified mail with postage prepaid and return receipt requested; (C) upon delivery
confirmation, when delivered by nationally recognized overnight delivery service
("Courier"); (D) the second business day after sending confirmed by facsimile; or (E) the
first business day after sending by email. Notwithstanding the foregoing, you agree that
we may also give you notices via your AI21 Studio account and/or via postings on or
through the functionality of AI21 Studio (and such notices shall be deemed given
immediately). Notices by you to us must be given by Courier or registered mail, together
with an email copy, to the following addresses:
AI21 Labs Ltd.
Migdal Hameah
124 Shlomo Ibn Gabirol Street,
Tel Aviv,
Israel
Email: [email protected]