Assembled provides a cloud-based, machine learning platform that is used to predict user intent in real-time (the "Assembled Service"). The Assembled Service identifies patterns in data, using custom models that leverage the specific customer’s data. The Assembled Service analyzes customer support inquiries and recommends remediation steps to customer support agents in real-time.
Assembled provides the Assembled Service subject to the terms and conditions of these Terms of Service (this "Agreement"). To obtain the Assembled Service, this Agreement must be reviewed and accepted by the party that will use the Assembled Service ("Customer"). By using the Assembled Service, the Customer irrevocably agrees that such use is subject to this Agreement. If the Customer does not agree to this Agreement, you may not use the Assembled Service.
Please review the terms of this Agreement carefully. Once accepted, this Agreement becomes a legally-binding commitment for both Customer and Assembled.
In consideration of the foregoing and the terms below, the parties hereby agree as follows:
1.1 Service Generally. Customer wishes to use the Assembled Service in connection with its services and properties (the "Customer Properties"). Assembled will provide the Assembled Service in accordance with the terms of this Agreement. Through application integrations and the management console, Customer may submit or Assembled may retrieve data and information for use by the Assembled Service as agreed by Customer (collectively, the "Raw Data"). Based on Assembled’s analysis of the Raw Data alone and in combination with other data in the Assembled Service, Assembled will provide Customer with analytical results (the "Analytical Results").
1.2. Protection of Data.
1.3 Marketing. Subject to Customer’s consent and any trademark usage guidelines provided by Customer, Assembled may use Customer’s name and logo in any customer list promoting the Assembled Service.
2.1 Restrictions. Restrictions. Customer will use the Assembled Service (for clarity, including the Analytical Results) only: (a) for its internal customer support analysis purposes; (b) in accordance with the terms of this Agreement. Customer will not engage in any activity that violates any contractual or other rights of any third parties or that disrupts the Assembled Service, including circumvention of any access or use restrictions. Customer will not transfer, resell, license or otherwise make the Assembled Service available to third parties. For clarity, the foregoing limitation applies to the Analytical Results and any other information derived from use of the Assembled Service, as well as the service itself. Customer will be solely responsible for all use of the Assembled Service under its account, including the acts and omissions of its users. Customer will notify Assembled immediately if Customer becomes aware of any unauthorized use or other compromise of Customer’s account.
2.2 Compliance. In connection with its activities hereunder, Customer will comply with all applicable laws, rules and regulations (collectively, "Applicable Laws") and any contractual or other obligation Customer has to any third party. Customer is solely responsible for ensuring that its use of the Assembled Service does not violate the Applicable Laws of the jurisdictions in which Customer does business.
3.1 Definitions. "Confidential Information" means information provided to the receiving party ("Receiving Party") that is designated by the disclosing party ("Disclosing Party") as "confidential" or "proprietary" or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure. "Confidential Information" does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is in the Receiving Party’s possession prior to receipt from the Disclosing Party; (c) is acquired by the Receiving Party from a third party without breach of a confidentiality obligation; or (d) is independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information. Customer’s Confidential Information includes the Raw Data. Assembled’s Confidential Information includes the Assembled Service, the Analytical Results and all documentation provided to Customer hereunder.
3.2 Confidentiality Obligations. Receiving Party will use Confidential Information solely as contemplated by this Agreement and will disclose such information only to its employees, agents, vendors, and contractors who are bound by obligations of confidentiality at least as strict as those contained in this Section. Receiving Party will use reasonable care to protect Disclosing Party’s Confidential Information and to prevent unauthorized disclosure of Confidential Information. Confidential Information is and will remain the exclusive property of the Disclosing Party. Subject to the terms and conditions of this Agreement, Receiving Party will, upon written request, destroy all copies of the Disclosing Party’s Confidential Information that are in its possession or control.
3.3 Product Input. Notwithstanding any provision in this Agreement to the contrary, Assembled may use, develop and implement any information, suggestions, comments or other input provided by Customer or any of its users (collectively, "Input") in connection with the development, operation, marketing and sale of the Assembled Service, in its discretion and with no compensation to any person providing Input. Customer represents that it has not, and will not, knowingly provide Input that is subject to any third party intellectual property rights.
Customer will defend, indemnify and hold harmless Assembled, its officers, directors and employees against any third party claim, demand, suit, investigation or proceeding relating to any violation or alleged violation of the terms of this Agreement.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE ASSEMBLED SERVICE AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ANY PROMISES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. ASSEMBLED DOES NOT REPRESENT THAT THE ASSEMBLED SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR MEET CUSTOMER’S REQUIREMENTS OR THAT THE ANALYTICAL RESULTS WILL BE ACCURATE OR COMPLETE. CUSTOMER ACKNOWLEDGES THAT, AS A SAAS-BASED SERVICE, THE FUNCTIONALITY AND INTERFACES OF THE ASSEMBLED SERVICE MAY CHANGE OVER TIME.
EXCEPT AS DESCRIBED IN THIS PARAGRAPH, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO ANY BREACH OF SECTION 2 (ADDITIONAL TERMS), SECTION 4 (CONFIDENTIALITY) OR ANY AMOUNTS PAYABLE TO A THIRD PARTY UNDER SECTION 5 (INDEMNIFICATION).
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL ASSEMBLED BE LIABLE TO CUSTOMER FOR ANY DAMAGES, COSTS, OR LIABILITIES IN AGGREGATE IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TWELVE MONTH PERIOD PRIOR TO THE CUSTOMER’S INITIAL CLAIM.
THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
7.1 Term and Termination. The term of this Agreement will commence on the Effective Date and will continue until terminated by either party as provided in this Section. Customer may terminate this Agreement at any time subject to the termination instructions provided by Assembled. Assembled may terminate this Agreement for its convenience on fifteen days notice to Customer. Either party may terminate this Agreement immediately on written notice to the other party if the other party files for bankruptcy; becomes or is declared insolvent, or is subject to any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it; makes an agreement for the benefit of all or substantially all of its creditor; or enters into an agreement for the cancellation, extension, or readjustment of substantially all of its obligations.
7.2 Suspension of Assembled Service. Notwithstanding any provision herein to the contrary, Assembled may temporarily suspend the Assembled Service in the event of any activity by Customer or any of its users that has (or in Assembled’s reasonable assessment is likely to have) an adverse effect on the operation of the Assembled Service.
7.3 Survival. The provisions of this Section and the following Sections will survive any termination of this Agreement: Section 1.2 (Protection of Data), Section 2 (Additional Terms), Section 3 (Confidentiality), Section 4 (Indemnification), Section 5 (Disclaimer), Section 6 (Limitation of Liability) and Section 8 (General).
8.1 Ownership. Assembled and its third party licensors will retain all ownership interest in and to the Assembled Service and its underlying systems. Customer’s rights under this Agreement are limited to those expressly stated in herein.
8.2 Force Majeure. Neither party will be liable under this Agreement for non-performance caused by events or conditions beyond that party's control if the party makes reasonable efforts to perform.
8.3 Notices. Marketing and business-related notices may be delivered by email. Any legal notices relating to this Agreement must be in writing and sent to each party its then-current primary place of business or such other address provided by the recipient. All notices will be sent by major commercial delivery courier service or mailed in a manner that requires signature by the recipient.
8.4 Governing Law. This Agreement and any disputes hereunder will be governed by the laws of the State of California, without regard to its conflict of law principles, and any litigation concerning this Agreement will be submitted to and resolved by a court of competent jurisdiction in San Francisco, California.
8.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes any and all prior communications and agreements whether written or oral concerning the subject matter hereof, including any previously executed Non-Disclosure Agreement. Each party hereby acknowledges that no reliance is placed on any representation made but not referenced in this Agreement. No purchase order or other text that purports to modify or supplement the printed text of this Agreement will add to or vary the terms of this Agreement.
8.6 Interpretation. The term "including" as used through this Agreement is intended to mean "including without limitation."
8.7 Modifications; Severability. Except as expressly provided herein, any modification to this Agreement must be made in writing and signed by an authorized representative of each party. If any provision of this Agreement is held to be unenforceable, such provision will be reformed to the extent necessary to make it enforceable, and such holding will not impair the enforceability of the remaining provisions.
8.8 Waiver. The failure by a party to exercise any right hereunder or enforce strict performance of any provision of this Agreement will not waive such party's right to exercise that or any other right in the future.
8.9 No Agency. Nothing herein will be construed to create a partnership, joint venture or any type of agency relationship between Assembled and Customer.