This Agreement has 3 parts: (1) the Order Form and (2) the Key Terms, and (3) the Common Paper Cloud Service Standard Terms Version 2.0 posted at commonpaper.com/standards/cloud-service-agreement/2.0 ("Standard Terms").
If there is any inconsistency between the parts of the Agreement, the part listed earlier will control over the part listed later for that inconsistency. Capitalized and highlighted words have the meanings given on this Page. However, if this Page omits or does not define a highlighted word, the default meaning will be "none" or "not applicable" and the correlating clause, sentence, or section does not apply to this Agreement. All other capitalized words have the meanings given in the Standard Terms.
The Order Form is distributed via the Marketplace payment portal when the user subscribes to a specific use case. It serves as the formal record of the user's subscription to the Cloud Service and includes the following details:
A detailed description of the AI solution and API services the user has subscribed to.
The effective date on which the subscription to the Cloud Service is initiated.
The duration for which the subscription is valid, including start and end dates.
The cost associated with the subscription to the Cloud Service, including any applicable taxes and fees.
The method and schedule for payment of the Cloud Service Fee.
The specifics of these elements are dependent on the use case subscribed to by the user. Each Order Form will be tailored to reflect the particular AI solution and API package chosen by the user through the Marketplace.
The period in which notification must be made of the intention not to renew the agreement upon its expiration.
Provider will use commercially reasonable efforts to provide and maintain the Cloud Service without excessive errors and interruptions. If the Provider does not meet the service levels in two consecutive months or over three months in any 12-month period, then the Customer may, as its only remedy, terminate this Order Form upon notice and receive a prorated refund of prepaid fees for the remainder of the Subscription Period.
1.8.1.1 The Customer shall not use the Services for any illegal activities, including but not limited to fraud, money laundering, or the dissemination of unlawful content.
1.8.1.2 The Customer shall not use the Services to infringe upon the intellectual property rights of any third party.
1.8.2.1 The Customer shall adhere to any resource usage limits specified in the Agreement or Service documentation.
1.8.2.2 Excessive use of resources that negatively impacts the performance of the Services for other customers is prohibited.
1.8.3.1 The Customer shall not attempt to interfere with, compromise, or circumvent the security features of the Services.
1.8.3.2 The Customer is responsible for maintaining the confidentiality of their access credentials and shall not share them with unauthorized parties.
1.8.4.1 The Customer shall comply with all applicable laws and regulations in their use of the Services.
1.8.4.2 The Customer shall not use the Services in a manner that would cause the Provider to violate any applicable laws or regulations.
The key legal terms of this Agreement are as follows:
Date of subscription on the order form.
The laws of Delaware.
The courts (whether state, federal, or otherwise) located in Delaware
Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights.
Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights; or (2) results from Customer's breach or alleged breach of Section 2.1 (Restrictions on Customer).
1.0 times the fees paid or payable by Customer to Provider in the 12 month period immediately preceding the claim.
Any claims, demands, actions, or proceedings brought against either party that exceed the normal, anticipated volume or scope of claims as reasonably expected under the terms of this Agreement.
Any claims, demands, actions, or proceedings brought against either party without any limitation on the number, frequency, or monetary amount of such claims.
Data protection and privacy requirements. The DPA outlines the Provider's commitment to processing personal data on behalf of the Customer in compliance with applicable data protection laws and regulations
The Provider warrants that the Services will be performed in a professional and workmanlike manner, consistent with industry standards, and will conform to the specifications and documentation provided. The Provider further warrants that it has the full right, power, and authority to enter into this Agreement and to grant the rights and licenses granted herein without violating any other agreement or law.
The Customer warrants that it has the right to use and provide any data, materials, or other information it supplies to the Provider for use in the provision of the Services, and that such use will not infringe upon or violate any intellectual property rights or other rights of any third party.
Provider and Customer have not changed the Standard Terms, except for the details on the Cover Page above. By signing this Cover Page, each party agrees to enter into this Agreement as of the Effective Date.
Common Paper Cloud Service Standard Terms Version 2.0 posted at commonpaper.com/standards/cloud-service-agreement/2.0 ("Standard Terms").