TERMS OF SERVICE
Last updated April 13, 2024
TABLE OF CONTENTS
AGREEMENT TO TERMS
Last Modified: April 13, 2024
These Customer Terms and Conditions (this "Agreement"), effective as of the date on which you click a button or check a box (or something similar) acknowledging your acceptance of this Agreement (the "Effective Date"), is by and between Feen AI, Inc., a Delaware corporation with offices located at 970 Toa Payoh North #07-04, Singapore 318992 ("Feen AI") and the entity on whose behalf the individual accepting this Agreement accepts this Agreement ("Customer"). The individual accepting this Agreement hereby represents and warrants that it is duly authorized by the entity on whose behalf it accepts this Agreement to so accept this Agreement. Feen AI and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." The Parties agree as follows:
1. DEFINITIONS
"Aggregated Data" means data and information related to or derived from Customer Data or Customer's use of the Services that is used by Feen AI in an aggregate and anonymized manner, including to compile statistical and performance information related to the Services.
"Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.
"Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services; provided that, for purposes of clarity, Customer Data does not include Aggregated Data.
"Documentation" means Feen AI's end user documentation relating to the Services available at feenai.io.
"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.
"Order" means: (i) the purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (ii) if Customer registered for the Services through Feen AI's online ordering process, the results of such online ordering process.
"Personal Information" means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data", "personally identifiable information", or something similar under applicable laws, rules, or regulations relating to data privacy.
"Feen AI IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Feen AI IP includes Aggregated Data and any information, data, or other content derived from Feen AI's provision of the Services but does not include Customer Data.
"Services" means Feen AI's proprietary hosted software platform, as made available by Feen AI to Authorized Users from time to time.
"Subscription Period" means the time period identified on the Order during which Customer's Authorized Users may access and use the Services.
"Third-Party Products" means any third-party products provided with, integrated with, or incorporated into the Services.
"Usage Limitations" means the usage limitations set forth in this Agreement and the Order, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed-upon by the Parties.
2. ACCESS AND USE
2.1 Provision of Access
Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, Feen AI will make available to Customer during the Subscription Period, on a non-exclusive, non-transferable (except in compliance with Section 13.8), and non-sublicensable basis, access to and use of the Services, solely for use by Authorized Users. Such use is limited to Customer's internal business purposes and the features and functionalities specified in the Order. Feen AI shall provide to Customer the necessary access credentials to allow Customer to access the Services.
2.2 Documentation License
Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, Feen AI hereby grants to Customer a non-exclusive, non-transferable (except in compliance with Section 13.8), and non-sublicensable license to use the Documentation during the Subscription Period solely for Customer's internal business purposes in connection with its use of the Services.
2.3 Use Restrictions
Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any Feen AI IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from any Feen AI IP; (v) use any Feen AI IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any Feen AI IP for purposes of competitive analysis of Feen AI or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Feen AI's detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid access credentials; or (vii) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any Harmful Code.
2.4 Reservation of Rights
Feen AI reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Feen AI IP.
2.5 Suspension
Notwithstanding anything to the contrary in this Agreement, Feen AI may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Feen AI reasonably determines that (A) there is a threat or attack on any of the Feen AI IP; (B) Customer's or any Authorized User's use of the Feen AI IP disrupts or poses a security risk to the Feen AI IP or to any other customer or vendor of Feen AI; (C) Customer, or any Authorized User, is using the Feen AI IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Feen AI's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Feen AI has suspended or terminated Feen AI's access to or use of any Third-Party Products required to enable Customer to access the Services; or (iii) in accordance with Section 5.1 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Feen AI shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Feen AI shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Feen AI will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
2.6 Aggregated Data
Notwithstanding anything to the contrary in this Agreement, Feen AI may monitor Customer's use of the Services and collect and compile Aggregated Data. As between Feen AI and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Feen AI. Customer acknowledges that Feen AI may compile Aggregated Data based on Customer Data input into the Services. Customer agrees that Feen AI may (i) make Aggregated Data available to third parties including its other customers in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law.
3. CUSTOMER RESPONSIBILITIES
3.1 General
Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
3.2 Third-Party Products
Feen AI may from time to time make Third-Party Products available to Customer or Feen AI may allow for certain Third-Party Products to be integrated with the Services to allow for the transmission of Customer Data from such Third-Party Products into the Services. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. By authorizing Feen AI to transmit Customer Data from Third-Party Products into the Services, Customer represents and warrants to Feen AI that it has all right, power, and authority to provide such authorization.
3.3 Customer Control and Responsibility
Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iii) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems"); (iv) the security and use of Customer's and its Authorized Users' access credentials; and (v) all access to and use of the Services directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
4. SUPPORT
During the Subscription Period, Feen AI will use commercially reasonable efforts to provide Customer with basic customer support via Feen AI's standard support channels during Feen AI's normal business hours.