AI Chat Supplemental Terms

Updated as of: October 21, 2024

IMPORTANT – READ CAREFULLY: When accepted by You (“You”, “Your”), these Supplemental Terms and Conditions constitute a binding agreement between You and Eagle Point Software Corporation (“Eagle Point”) and supplement and amend the Terms and Conditions governing the use of the Eagle Point Services defined therein (the “Services”). Capitalized terms not defined herein have the meanings ascribed to them in the Terms and Conditions.

Eagle Point’s software technology now offers a user interface through which You can engage in a natural language query, prompt and response sequence (“Conversations”) with Eagle Point Software’s artificial intelligence (“AI”) systems via text, as a means of furthering and enhancing Your learning experience while using the Services. Your access to and use of this user interface is referred to herein as the “Eagle Point Chatbot Services” and the interface and AI system powering it are together referred to herein as the “Eagle Point Chatbot”.

These Supplemental Terms and Conditions (“Supplemental Terms”) apply to Your use of the Eagle Point Chatbot Services and Your Conversations, as well as any other AI-powered generative experiences in connection with Your use of the Services (all collectively, the “Supplemental Services”). By using any of the Supplemental Services, You agree to the terms below.

1. Eligibility and Use Requirements. Your use of the Supplemental Services is governed by these Supplemental Terms and the Terms and Conditions which are incorporated by reference. If there is any conflict between these Supplemental Terms and the Terms and Conditions, the conflicting provision in these Supplemental Terms will control. Your use of the Supplemental Services is also subject to Eagle Point’s Privacy Policy, which describes Eagle Point’s collection, use and disclosure of information relating to Your use of the Supplemental Services.
2. Using the Supplemental Services.
   1. In Your use of the Supplemental Services You may submit prompts, queries and other input in text (all, “Prompts”) to interact with the Eagle Point Chatbot, which in turn will generate responses, feedback and other output in text; the content created by You and by the Eagle Point Chatbot from these interactions is referred to herein as “Conversations” and they and their use are governed by these Supplemental Terms and the Terms and Conditions.
   2. You shall use the Supplemental Services and the Conversations only:
      • in a lawful manner and in compliance with all applicable laws;
      • in accordance with these Supplemental Terms and the Terms and Conditions (including without limitation the Eagle Point Acceptable Use Policy found at eaglepoint.com/aup); and
      • in a manner that does not infringe or attempt to infringe, misappropriate or otherwise violate any of Eagle Point’s rights or those of any other person or entity (for clarity, “manner” includes without limitation the method, purpose and/or means of causing or attempting to cause the Supplemental Services to generate content).
   3. Due to the nature of the Supplemental Services, Conversations may not be unique across users and the Supplemental Services may generate the same or similar Conversations for other users. Other users may also submit the same or similar Prompts and have the same, similar or different Conversations with the Eagle Point Chatbot. You understand and agree that You have no claim of exclusivity, uniqueness, copyright, moral or similar right with respect to Conversations.
   4. Supplemental Services may include both automated and manual (human) processing of data. You should not enter or upload to the Supplemental Services, whether as part of a Prompt or otherwise, any data or other information You would not want reviewed.
   5. You may cease use of the Supplemental Services at any time. If You do not wish to use the Supplemental Services, You may choose not to use or interact with them and still access use the Services.
3. Violations. The Supplemental Services may block Prompts that violate the Eagle Point Acceptable Use Policy or that are likely to lead to Conversations that violate the Eagle Point Acceptable Use Policy. Prompts or Conversations that violate the Eagle Point Acceptable Use Policy may be removed. Abuse of the Supplemental Services, such as repeated attempts to violate the Eagle Point Acceptable Use Policy, may result in service or account suspension, service limitations, or the removal, deletion, or restriction of Prompts and Conversations. Users can report problematic or illegal content to Eagle Point at support@eaglepoint.com. Serious or repeated violations of these Supplemental Terms and the Terms and Conditions may result in Your suspension from whichever Supplemental Services were involved in the violations or, potentially, all of the Supplemental Services and the Services. Eagle Point reserves the right to permanently suspend Your use of the Supplemental Services.
4. Suspension and Cancellation.In addition to paragraph 3, Eagle Point reserves the right to suspend or discontinue offering or supporting all or part of any of the Supplemental Services at any time and for any reason, to some or to all customers. Subject to the requirements of law, Eagle Point may limit, suspend, or terminate Your use of any of the Supplemental Services at any time without notice and for any reason, including (without limitation) if You breach these Supplemental Terms or the Terms and Conditions, if Eagle Point suspects You are engaged in fraudulent or illegal activity, or if Your Eagle Point account is suspended or closed by Eagle Point or by You.
5. Ownership of Conversations. As between You and Eagle Point, You own Your Prompts and the Conversations they elicit, except to the extent that Your Prompts and Conversations contain any content from or links to Content Libraries that are owned or licensed by Eagle Point, the access to and use of which is licensed to you under the Terms and Conditions.
   1. By using the Supplemental Services, You are granting Eagle Point and its Affiliates and Business Partners a fully paid, royalty-free, worldwide, exclusive and irrevocable right and license to use Your Prompts and the Conversations they elicit in connection with the operation of their respective businesses and the provision of the Services and the Supplemental Services, including, without limitation, the license rights to copy, distribute, transmit, reproduce, edit, translate and reformat the Prompts and Conversations and the right to sublicense any and all such rights to any supplier of the Supplemental Services.
   2. You warrant and represent that You own or otherwise control all of the rights to Your Prompts and Conversations as described in these Supplemental Terms including, without limitation, all the rights necessary for You to provide, post, upload, input or submit them.
   3. You agree to not use the Prompts and Conversations to create a product or service that is competitive with the Services.
   4. Your use of the Supplemental Services does not grant You any ownership rights in the Eagle Point Chatbot, Eagle Point’s AI systems, or any underlying technologies, intellectual property, or other data that comprise or support the Supplemental Services or the Services.
   5. No compensation will be paid with respect to the use of Your Prompts and Conversations.
   6. Eagle Point is under no obligation to post or use any Prompts or Conversations You may provide, and Eagle Point may remove and delete any of Your Prompts or Conversations from its systems at any time in its sole discretion.
6. Disclaimers; Indemnification by You.
   1. The Limited Performance Warranty and the Service Level Agreement contained in the Terms and Conditions do not apply to the Supplemental Services.
   2. THE SUPPLEMENTAL SERVICES ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY. THEY ARE NOT SUBSTITUTES FOR YOUR PROFESSIONAL JUDGMENT. THEY ARE INTENDED TO ASSIST WITH THE USE OF OTHER TECHNOLOGY AND ARE NOT SUBSTITUTES FOR INDEPENDENT TESTING OF PRODUCT STRESS, SAFETY AND UTILITY. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SUPPLEMENTAL SERVICES, THEY HAVE NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH THEY MAY BE USED. EAGLE POINT SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SUPPLEMENTAL SERVICES. YOU AND YOUR PERMITTED USERS USING THEM ARE RESPONSIBLE FOR THEIR SUPERVISION, MANAGEMENT AND CONTROL. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SUPPLEMENTAL SERVICES AND THEIR SELECTION TO ACHIEVE YOUR INTENDED RESULTS. YOU AND YOUR PERMITTED USERS USING THE SUPPLEMENTAL SERVICES ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING ANY OF THEM.
   3. THE SUPPLEMENTAL SERVICES ARE PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, EAGLE POINT AND ITS LICENSORS AND BUSINESS PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, IN CONNECTION WITH THEM, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITH THE EXCEPTION OF ANY STATUTORY WARRANTY OR REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, IN NO EVENT WILL EAGLE POINT OR ITS LICENSORS AND BUSINESS PARTNERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SUPPLEMENTAL SERVICES, REGARDLESS OF WHETHER THEY HAVE BEEN INFORMED OF SUCH DAMAGES. IN ADDITION, WITH THE EXCEPTION OF ANY STATUTORY WARRANTY OR REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, EAGLE POINT AND ITS LICENSORS AND BUSINESS PARTNERS SHALL NOT BE LIABLE UNDER ANY THEORY FOR LOST, CORRUPTED OR INACCURATE DATA, CONTENT LIBRARIES, YOUR APPLICATION, ANY APPLICATION, OR YOUR CONTENT OR PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGIES, OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EAGLE POINT OR ITS LICENSORS OR BUSINESS PARTNERS (INCLUSIVE OF ANY LIABILITY UNDER THE TERMS AND CONDITIONS) EXCEED THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO EAGLE POINT DURING THE PRECEDING TWELVE (12) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM (OR THE FIRST INCIDENT, IF MORE THAN ONE INCIDENT IS THE BASIS FOR SUCH CLAIM).
   4. Australian Licensees Only. To the extent that the Australian Consumer Law applies to the Supplemental Services, they come with certain guarantees that cannot be excluded under the Australian Consumer Law. If You are a ‘consumer’ under the Australian Consumer Law, then You hereby disclose and agree that the purpose for which You intend to access and use the Supplemental Services is that described in the Documentation; that You have determined to accept these Supplemental Terms and access and use the Supplemental Services after examining the availability of equivalent goods and services; that the terms of these Supplemental Terms are fair and reasonable in light of customary terms and conditions applicable to goods and services comparable to the foregoing; and that You have not requested that the Supplemental Services be developed or adapted to Your requirements. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Supplemental Services repaired or replaced if they fail to be of acceptable quality and the failure does not amount to a major failure.
   5. You agree to indemnify and hold harmless Eagle Point, its Affiliates, Business Partners, and their respective employees and any other agents from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to Your use of the Supplemental Services (including without limitation Your subsequent use of any Conversations from the Supplemental Services), Your breach of these Supplemental Terms and/or the Terms and Conditions, and/or Your violation of applicable law.
7. Term and Termination. These Supplemental Terms terminate on termination of the License granted under the Terms and Conditions. Paragraphs 5, 6 and 8 shall survive termination of these Supplemental Terms.
8. Acknowledgement. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE SUPPLEMENTAL TERMS AND AGREE TO BE BOUND BY THEM. YOU FURTHER AGREE THAT THESE SUPPLEMENTAL TERMS, THE EAGLE POINT TERMS AND CONDITIONS, AND ANY APPLICABLE ORDER FORM ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND EAGLE POINT AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THESE TERMS AND CONDTIONS. PURCHASE ORDERS AND OTHER ORDERING DOCUMENTS NOT PREPARED BY EAGLE POINT AND SUBMITTED BY YOU WILL NOT AMEND OR SUPERSEDE THESE TERMS AND CONDITIONS AND ARE HEREBY REJECTED.