Pre-release Agreement

Perspective AI Terms of Service

Please read the following carefully before using the services. By clicking the "accept" or “ok” button or (or any other similar button) or by otherwise accessing and/or using any part of the Service (as defined below), you acknowledge that you have read, understood, and agreed to be bound by all the terms and conditions of these Terms of Service (the "Agreement"), the date of such occurrence being the "Effective Date".

This Agreement constitutes a binding agreement between the customer entity specified in the Subscription Plan (defined below) ("Customer" or "you" or "your") and Perspective AI Inc ("Perspective AI", “Company”, "we", "us" or "our"), and governs your access and use of the Services. If you are entering into this Agreement on behalf of an entity, you represent that you have the right, authority, and capacity to bind such entity to this Agreement and in such case all references to "Customer", "you", or "your" hereinafter shall mean such entity.

If you do not agree with any of the terms and conditions of this Agreement, please do not download, install or use the Service. By accessing or using the Services you affirm that you are over thirteen (13) years of age. If you are between the age of thirteen (13) and eighteen (18) years then, prior to your use of the Services, we require that you first review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand its terms and conditions and agree to them.

1. About our Services. Our platform provides You with the ability gain human perspective at scale using an AI-powered research assistant, (“Services”).

2. License. Subject to the terms and conditions of this Agreement, we grant you a personal, limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable right and license for Customer's own end-users (collectively, the "Subscription": to access and use the Service on a Customer-owned or -controlled device or end-user device (“Device”).

   Any Service-related usage and/or consumption limitations and parameters (for example, as to volume of users, location, features, duration, etc.) (“Subscription Scope”) shall be set forth in the subscription plan, which is any written or electronic order form entered into between the parties (“Subscription Plan”).

   For the avoidance of doubt: (A) the Subscription is subject to the applicable Subscription Scope, and Customer shall not use any technical or other means within, or external to, the Service to exceed or circumvent the Subscription Scope, (B) the Service is only provided on a license/subscription basis (and is not sold) hereunder, and (C) Customer's use of the Services shall be subject to any applicable third party terms. Any rights not expressly granted herein are hereby reserved by Perspective AI and its licensors, and, except for the Subscription, Customer is granted no other right or license in or to the Service, whether by implied license, estoppel, exhaustion, operation of law, or otherwise.

3. License 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): (a) copy, create public Internet “links” to, "frame", or "mirror" the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service; (d) modify, adapt, translate, or create a derivative work of the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, weights, ideas, or algorithms) of, the Service or any Output (as defined below); (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service or any Output; (h) use the Service or any Output to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, the Service; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service, or use any robot, spider, scraper, or any other automated means to access the Service; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of users or servers/machines that directly access or use the Service (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling'); (k) forge or manipulate identifiers in order to disguise the origin of any Input or other User Content (as defined below); (l) take any action that imposes or may impose (as determined in our reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (m) use the Service in connection with any stress test, penetration test, competitive benchmarking or analysis, or vulnerability scanning, or otherwise publish or disclose (without our prior express written approval) any the results of such activities or other performance data of the Service; (n) use the Service to circumvent the security of another person’s network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction; and/or (o) use any communications systems or tools provided by the Service to send unauthorized and/or unsolicited commercial communications.

   In addition, Customer may not use the Service and/or any Output for the purpose of (i) engaging in illegal activities; (ii) generating defamatory, libelous, harassing, abusive, or hateful content; (iii) infringing on intellectual property; (iv) generating malware or spam; (v) impersonating others; (vi) promoting harmful activities; (vii) engaging in any activity that has a that has high risk of physical or economic harm; and/or (viii) providing any medical or financial advice; (ix) represent that Output was human-generated when it was not; (x) Use Output to develop products or services that compete with the Service.

4. Account. In order to use the Service you may have to create or use an account (an "Account"). If you create an Account, you must provide accurate and complete information for yourself. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any unauthorized use of your Account. We may terminate or disable your Account and/or access to the Service immediately to protect our Services; if you create a business or other risk or legal exposure for us, violate this Agreement, or infringe other people’s intellectual property rights; if we suspect misuse by you of our Services; and/or where we are otherwise permitted or required to do so by law.

   At any time during the Subscription Term, we may collect or receive from log files and analytic information about the usage of the Service, and we may use this information for quality control purposes, for enforcement of this Agreement, and for analytic and statistics purposes, all the above without restrictions or limitations.

5. User content. You may provide input to the Services (“Input”), and receive output from the services based on the Input (“Output”), and together the Input and Output are the “User Content”. As between the parties and to the extent permitted under applicable law, you (a) retain all ownership rights in and to the Input, and own all Output. We hereby assign to you all our right, title and interest, where relevant, in and to the Output.
   To the maximum extent permitted by law, Company shall have no liability to you with respect to the User Content, including, without limitation, liability with respect to: (i) any information (including your confidential information) contained in or apparent from any User Content; and/or (ii) any copyright infringement claim or another infringement claim by a third party in relation to or in connection with the User Content. You warrant, represent and covenant that: (i) you own or have a valid and enforceable license and all the necessary rights to use, submit or transmit all Input and use the Service; (ii) that no User Content infringes, misappropriates or violates or will infringe, misappropriate or violate, the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction; (iii) you shall not disseminate or distribute the User Content in breach of any applicable law or third party's intellectual property rights or other rights. You hereby grant to Company and its affiliates a worldwide, non-exclusive, royalty-free, paid-up, sublicensable (through multiple tiers, such as to Company's vendors and service providers, as well as to third party service providers engaged by Company in the provision of the Service), irrevocable right and license to copy, process, create derivative works of, modify, adapt, and otherwise use User Content (in any media, now known or hereafter developed) on a perpetual basis, and provided the User Content is anonymized, de-identified or pseudonymized, for the purpose of generally enhancing our products and services (such as developing new features and functionalities).

6. Output Responsibility. Customer acknowledges and agrees that artificial intelligence and machine learning are rapidly evolving fields, and that, given the probabilistic nature of artificial intelligence and machine learning, use of the Service may in some situations result in incorrect Output and/or the Output may not be unique across users and the Service may generate the same or similar Output for different users of the Service. Customer is solely responsible and liable for evaluating and verifying (including without limitation by human review) the Output as being suitable and appropriate for Customer's use. Perspective AI recommends Customer to carefully review, and vet the Output before use or other implementation. In addition, Customer shall not engage in any automatic decision-making (including, without limitation, profiling), or rely upon Output in isolation to make a decision, relating to any person, which has a legal effect or a similarly significant effect on that person.

7. Third Party Sources.

   7.1. The Service enables you to view, access, link to, and use content from Third Party Sources (defined below) that are not owned or controlled by us (“Third Party Content”). The Service may also enable you to communicate and interact with Third Party Sources. “Third Party Source(s)” means: (i) third party websites and services; and (ii) our partners and customers. 7.2. The Service utilizes OpenAI services as a language-generation model and when using the Service you are subject to the OpenAI terms of use (found here: https://openai.com/policies/business-terms). You may not use the available features to create or share text or information in a manner that violates any OpenAI policies, including, without limitation, their Usage Policy and Sharing and Publication Policy. You acknowledge that any text or output may not be unique and that OpenAI may generate the same or similar text or output to a third party. 7.3. You represent, acknowledge and understand that you have all the necessary permissions and rights required to provide your Input to the Services, and that you have not and will not infringe, misappropriate or violate third party rights (including without limitation Intellectual Property Rights, and proprietary or privacy rights).

8. Delivery and Hosting. The Service will be made available to Customer electronically. The hosting of the Service (and related processing) may be provided by a third party cloud hosting provider ("Hosting Provider"), and accordingly the availability of the Service shall be in accordance with the Hosting Provider's then-current uptime commitments.

9. Intellectual Property Rights.

   9.1. The Service is licensed and not sold to you under this Agreement and you acknowledge that Company and its licensors retain all title, ownership rights and Intellectual Property Rights (defined below) in and to the Service (and its related software). We reserve all rights not expressly granted herein to the Service. "Intellectual Property Rights" means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic. 9.2. The content on the Service, including, without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the "Materials"), , and the trademarks, service marks and logos contained therein ("Marks", and together with the Materials, the "Content"), is the property of Company and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. Company and the Company logo are Marks of Company and its affiliates. All other Marks used on the Service are the trademarks, service marks, or logos of their respective owners. The Content on the Service is provided to you “as is” and “as available” for your personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the content you must retain all copyright and other proprietary notices contained therein. 9.3 We always appreciate feedback or other suggestions, but please note that will own them and we may use them without any restrictions or obligation to compensate you for them and are under no obligation to keep them confidential.

10. Confidentiality. You may have access to certain non-public or proprietary information and materials of Company and/or its affiliates, whether in tangible or intangible form ("Confidential Information"). You shall take commercially reasonable measures to protect the Company’s Confidential Information within your possession or control, from misuse or disclosure to a third party. You shall use the Company's Confidential Information solely for the purposes of performing under this Agreement. In the event that you are required to disclose Company’s Confidential Information pursuant to any law, regulation, or governmental or judicial order, you will (a) promptly notify Company in writing of such law, regulation or order or request, (b) reasonably cooperate with Company in opposing such disclosure, (c) in case that you are required to disclose Confidential Information, you shall only disclose the minimum required by such law, regulation or order (as the case may be).

11. Payments. The License granted hereunder is as set forth in the payment schedule available at https://getPerspective.ai/pricing. You will not be charged for any uses of the Service unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all the Service. Please be aware that your use of the Service may require and utilize internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage are applicable, you agree to be solely responsible for those charges.

12. Privacy. Our privacy policy which is available at https://getPerspective.ai/privacy ("Privacy Policy"). Notwithstanding, you are aware that you are not legally obligated to provide us with personal information, and you hereby confirm that providing us personal information is at your own free will. Please also be aware that certain personal information and other information provided by you in connection with your use of the Service may be stored on your Device (even if we do not collect that information). You are solely responsible for maintaining the security of your Device from unauthorized access. Please note that in order to operate our global Service, we need to store and distribute content and information in data centers and systems around the world, including outside your country of residence. This infrastructure may be owned or operated by our service providers or affiliated companies.

13. Warranty Disclaimers. 13.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WO DO NOT WARRANT THAT THE CONTENT AND USER CONTENT AVAILABLE ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. 13.2 WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE, THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT WE WILL CORRECT ANY ERRORS IN THE SERVICE. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. 13.3 WE DO NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF COMPANY’S SERVICE; (B) THAT YOU USE OF COMPANY’S SERVICE 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 DATA CONNECTIVITY PROBLEMS; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS. 13.4 IF YOU HAVE A DISPUTE WITH ANY OTHER SERVICE USER OR ANY OTHER THIRD PARTY, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF, OR CONNECTED WITH, SUCH A DISPUTE. WE RESERVE THE RIGHT BUT HAVE NO OBLIGATION TO MONITOR ANY SUCH DISPUTE. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

14. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARTY, (I) UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, CONTENT, USER CONTENT, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) COMPANY 'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE GREATER OF (I) THE TOTAL AMOUNT YOU HAVE PAID COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY; OR (II) ONE HUNDRED DOLLARS ($100 USD).

15. Indemnity. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Company and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including, but not limited to, attorney's fees and expenses) arising from: (i) your use of, or inability to use, the Service; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including, without limitation, any copyright, property, or privacy right. Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to indemnification by you without first obtaining our express approval.

16. Export Laws. You agree to comply fully with all applicable export laws and regulations to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

17. Updates and Upgrades. We may from time to time provide updates or upgrades to the Service (each a "Revision") but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Service. All references herein to the Service shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Service, unless the Revision is accompanied by a separate license agreement which will govern the Revision.

18. Term and Termination. This Agreement is effective until terminated by us or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Service; and/or (ii) terminate this Agreement, you Account and your use of the Service, if you engage in any conduct or activities that we determine, in our sole discretion, violate this Agreement or the rights of the Company or any third party, or is otherwise inappropriate, and, to the maximum extent permitted by law, Company shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Service in any way, your only recourse is to immediately discontinue use of the Service. Upon termination of this Agreement, you shall cease all use of the Service. This Section 22 and [x] (Intellectual Property Rights), [x] (Privacy), [x] (Warranty Disclaimers), [x] (Limitation of Liability), [x] (Indemnity), and [x] (Assignment) to [x] (General) shall survive termination of this Agreement.

19. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Company without restriction or notification.

20. Modification. To the maximum extent permitted by law, we reserve the right to: (i) modify this Agreement at any time by sending you an in-Service notification and/or publishing the revised Agreement on the Service or by other means. Such a change will be effective ten (10) days following the foregoing notification thereof, and your continued use of the Service thereafter means that you accept those changes, (ii) change any information, specifications, features or functions of the Service, and/or (iii) suspend or discontinue, temporarily or permanently, any or all of the Service; in each case with or without prior notice and without any liability to you or any third party.

21. Governing Law and Disputes. To the maximum extent permitted by law, this Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yaffo, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction. This Section is not intended to limit your rights under applicable law and/or consumer-protection regulations.

22. General. This Agreement, and any other legal notices published by us in connection with the Service, shall constitute the entire agreement between you and Company concerning the Service. In the event of a conflict between this Agreement and any such legal notices, the terms of the applicable notice shall prevail with respect to the subject matter of such notice. No amendment to this Agreement will be binding unless in writing and signed by Company. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Last updated: January 28, 2024