1.1 Provision of Services. Atexto will provide the Services in accordance with the terms and conditions of this Agreement, and if applicable, the Order Form. Customer and End Users may access and use the Software Platform in accordance with this Agreement and the Documentation.
1.2 Security. Atexto will implement and maintain an industry-standard information security program with administrative, physical, and technical safeguards designed to protect the integrity of Customer Materials and Output. Customer acknowledges that Customer Materials and Output transmitted through the Software Platform may be processed by Atexto in the United States or in other countries in which Atexto or its contractors maintain facilities.
1.3 Changes. Atexto may, at its discretion, change or update the Software Platform from time to time. Atexto will notify Customers in advance of changes to the Software Platform that materially reduce their functionality.
2. CUSTOMER USE OF SERVICES
2.1 Customer Administration. Customer is responsible for designating Administrators for its Software Platform account, maintaining updated Administrator contact information, and managing access to Administrator accounts. Administrators may provision accounts for End Users up to the maximum number set forth in an Order Form or Customer's account.
Additional End Users above the maximum number set forth in an Order Form or Customer’s account may incur additional fees. Each End User must agree to the User Terms to activate their account.
2.2 Customer Responsibilities. Customer is responsible for any use of the Software Platform through its account, including all use of the Software Platform by Customer's End Users. Customer will inform End Users of all Customer policies and practices that are relevant to End Users’ use of the Services and of any settings that may impact the processing of Customer Data. The customer is responsible for maintaining the confidentiality of account credentials used by End Users to access the Software Platform and preventing unauthorized use of the Software Platform. Customers may not permit sharing of End User accounts and passwords.
2.3 Compliance. Customer and End Users may only use the Software Platform in accordance with applicable laws and regulations, this Agreement, the Documentation, and the Acceptable Use Policy. Customer will not submit any Customer Materials containing Restricted Information to the Software Platform without entering into a supplemental agreement (e.g., a DPA or BAA) covering the Restricted Information if such a supplemental agreement is required by law or regulation.
2.4 Customer Materials. The customer is responsible for sending Customer Materials to Atexto so Atexto can perform the Services. Customer represents and warrants (a) that it has the necessary rights, licenses, and permissions to provide the Customer Materials to Atexto and (b) that the use of Customer Materials under this Agreement will not violate or infringe the rights of any third party.
2.5 Restrictions. Except as expressly permitted in this Agreement, Customer will not (and will not allow any End User or third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software Platform, (b) modify or create derivative works based on the Software Platform, (c) sell, resell, license, copy, rent, lease, distribute, time-share the Software Platform or otherwise use the Software Platform for the benefit of a third party, (d) use the Services to create or develop similar or competitive products or services, or for benchmarking or competitive analysis of Atexto, (e) remove or alter proprietary notices from the Software Platform, (f) to sell, resell, license, rent, lease, distribute, or time-share the Output to an unaffiliated third party (who is not a customer, partner, licensee, or end-user of Customer's products) or otherwise use the Output for the benefit of an unaffiliated third party, or (g) publish or publicly distribute the Output without the prior written consent of Atexto, or (h) use the Services or Output in, or in association with, the operation of any hazardous environments or critical systems that may lead to serious bodily injury or death or cause environmental or property damage.
The foregoing subsection (h) does not apply in connection with providing or supporting healthcare services if the parties have entered into a BAA.
2.6 ML Model Services Terms. This Section applies only to ML Model Services. The customer is responsible for ensuring its Customer Application complies with the Acceptable Use Policy. Customer will not (and will not allow any End User or third party to): (a) use the ML Model Services to, directly or indirectly, create, train, or improve a similar or competing product or service, (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the ML Model Services, (c) sell, resell, license, copy, rent, lease, distribute, or time-share the ML Model Services or otherwise use the ML Model Services for the benefit of a third party other than through its Customer Application, or (d) use the ML Model Services in, or in association with, activities where a failure of the ML Model Services or inaccuracy of the ML Output could lead to bodily injury, death, or property damage. If requested, the Customer will provide information necessary for Atexto to verify the Customer’s compliance with the requirements of this Section.
2.7 Suspension. Atexto may suspend Customer's or End User's right to use the Services if (a) Customer or End User's use of the Services poses a security risk, may violate the Acceptable Use Policy, or may adversely affect the Services, Atexto's systems, and infrastructure, or a third party, or (b) Customer is in breach of this Agreement. Atexto will use commercially reasonable efforts to provide prompt notice of a suspension.
2.8 Third-Party Services. If Customer uses any third-party services or products with the Software Platform (e.g., Single Sign-On), (a) Atexto will not be liable for any act or omission of the third party and (b) Atexto does not warrant or support any third-party services or products.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 Atexto Intellectual Property. Except for the licenses expressly granted in this Agreement, this Agreement does not grant any rights, and Atexto owns and reserves all right, title, and interest in and to the Atexto Technology. Atexto grants Customer a worldwide, non-exclusive license for its End Users to access and use the Software Platform for Customer's internal business purposes during the Term.
3.2 Customer Intellectual Property. The customer will own the Output. Except for the licenses expressly granted in this Agreement, this Agreement does not grant any rights, and Customer owns and reserves all right, title, and interest in and to the Customer Materials and Output. Customer grants Atexto a worldwide, non-exclusive license (a) to use, reproduce, modify, and create derivative works based on the Customer Materials in order to provide, and support the Services and provide the Output to Customer and (b) use, reproduce, modify, and create derivative works based upon the Customer Materials and Output to analyze and improve Atexto's products and services.
3.3 Copyright Policy. Atexto respects the Intellectual Property Rights of third parties and responds to notices of alleged copyright infringement if they comply with the law. Atexto reserves the right to delete Customer Materials alleged to be infringing from Customer's Software Platform account and terminate End Users or Customers that repeatedly infringe third-party rights.
3.4 Suggestions. Customers may submit to Atexto feedback, comments, ideas, or suggestions regarding Atexto's Services or new products and services ("Suggestions"). Atexto may, in its discretion and for any purpose, (a) use, modify, and incorporate into Atexto's products and services and (b) license or sublicense the Suggestions without obligation to the Customer.
3.5 Customer Marketing. Atexto may use Customer's name, logo, and marks to (a) identify Customer as an Atexto Customer on Atexto's website, (b) produce and publish a case study on its website regarding the Customer's use of the Services, and (c) create marketing materials such as press releases, advertisements, brochures, and other marketing materials. Upon approval by Customer, Customer shall provide a mutually agreeable quote with respect to Atexto and the Services, to be used for Atexto's marketing and publicity purposes.
4. FEES AND PAYMENT
4.1 Fees. Customer will pay Atexto the fees for the Services based on (a) the pricing plan set forth in the Order Form or within the Customer’s account (the "Pricing Plan") or (b) if the requests for Services have exceeded what is set forth in the Pricing Plan or if Customer does not have a Pricing Plan, Atexto's then-current rates (which are subject to change in Atexto’s discretion). All payments are due in U.S. dollars unless otherwise indicated on the Order Form or an invoice. All fees set forth in a Pricing Plan must be consumed during the Services Term applicable to that Pricing Plan. All fees paid are non-refundable except as set forth in this Agreement and not subject to set-off.
4.2 Invoicing & Payment. Unless otherwise set forth in a Pricing Plan, (a) all upfront and commitment fees described in a Pricing Plan will be invoiced in advance and (b) other fees, including overages not covered by a Pricing Plan, will be invoiced monthly in arrears. All invoices issued under this Agreement are due and payable according to the payment terms in the Order Form, if applicable, or within fifteen (15) days from the invoice send date. If Customer provides Atexto with credit card information for payment, Customer acknowledges that an invoice may not be sent, and Customer authorizes Atexto to charge the credit card for (i) fees incurred at Atexto's then-current rates and (ii) the Pricing Plan, including for any renewal Services Term. If the Customer requires the use of a purchase order or purchase order number, the Customer (A) must provide the purchase order number at the time of purchase and (B) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are void.
4.3 Disputes & Late Payments. The customer must dispute any invoiced fees within sixty (60) days of the invoice send date. Past due amounts are subject to a finance charge of 1.5% per month (or the highest rate permitted by law). The customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Atexto in collecting past due amounts. If the Customer's fees are past due, after providing five (5) days prior notice, Atexto may suspend the Services.
4.4 Taxes. The customer is responsible for all taxes, except those directly relating to Atexto's net income, gross receipts, or capital stock. Atexto will invoice the Customer for sales tax when required to do so and the Customer will pay the tax unless the Customer provides Atexto with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. TERM AND TERMINATION
5.1 Agreement Term. The Agreement will remain in effect for the Term.
5.2 Services Terms. Unless otherwise set forth in an Order Form, the plan for the Services after the Initial Term will automatically renew for an additional one (1) year Services Terms, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the current Services Term. Atexto may send a notice of different pricing at least forty-five (45) days in advance of the renewal.
5.3 Termination. Either party may terminate this Agreement if (a) the other party is in material breach of the Agreement and fails to cure that breach within ten (10) days after receipt of written notice, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings. Atexto may terminate the Agreement if it has the right to suspend the Services under Section 2.7 or in order to comply with law or regulation.
If Customer does not have an Order Form, Customer may terminate the Agreement at any time by terminating its Atexto account.
5.4 Trial User Termination. If Customer has never executed an Order Form with Atexto and has paid all fees at Atexto's then-current rates, either Atexto or Customer may terminate this Agreement immediately upon notice.
5.5 Effect of Termination. If this Agreement expires or is terminated, then (a) any fees payable under an Order Form or for Services rendered will become immediately due to being paid, (b) the rights granted by one party to the other will cease immediately except as otherwise set forth in this Section, and (c) the following Sections will survive: 2.5, 2.6, 3.1, 3.2, 3.4, 3.5, and Sections 5 through 12.
6.1 Definition of Confidential Information. "Confidential Information" means any business or technical information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") under this Agreement that is marked as confidential or would normally be considered confidential to a reasonable person under the circumstances. This Agreement and any Order Forms will be the Confidential Information of each party. The Atexto Technology will be Confidential Information of Atexto. The Customer Materials and Output will be Confidential Information of Customer. Confidential Information will not include any information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party prior to receipt, (c) is obtained by the Receiving Party from a third party, not under an obligation of confidentiality, and (d) is independently developed by Receiving Party without the use of the Disclosing Party's Confidential Information.
6.2 Obligations. The Receiving Party will use reasonable care (a) not to use the Disclosing Party's Confidential Information for any purpose not permitted under this Agreement and (b) except as permitted by the Disclosing Party, limit access to the Disclosing Party's Confidential Information to its and its Affiliate's employees, consultants, independent contractors, and advisors ("Representatives") who need access to the Confidential Information for a purpose permitted under this Agreement. Receiving Party will ensure that Representatives with access to Confidential Information have agreed to confidentiality provisions as protective as the protections for Confidential Information set forth in this Agreement.
6.3 Compelled Disclosure. Each party may disclose the other party's Confidential Information when required by law or regulation so long as the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at the Disclosing Party's cost to contest or limit the disclosure.
7.1 General. TO THE FULLEST EXTENT PERMITTED BY LAW, ATEXTO AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS (A) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND (B) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ATEXTO AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES OR OUTPUT ARE ACCURATE, COMPLETE, OR UNINTERRUPTED. THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." ATEXTO WILL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICE OR FOR ANY RESTRICTED INFORMATION RECEIVED IN BREACH OF THIS AGREEMENT. ATEXTO WILL NOT BE LIABLE FOR RESTRICTED INFORMATION THAT CUSTOMER SENDS TO REMOTE WORKERS. THE CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OUTPUT IS SUITABLE FOR USE IN THE CUSTOMER'S APPLICATION.
7.2 Beta Services. Despite anything to the contrary in this Agreement, Customer acknowledges that (a) Customer has the sole discretion whether to use any Beta Services, (b) Beta Services may not be supported and may be changed at any time, including in a manner that reduces functionality, (c) Beta Services may not be available or reliable, and (d) Atexto provides Beta Services "as-is" and will have no liability arising out of or in connection with Beta Services.
8.1 By Customer. Customer will indemnify, defend, and hold harmless Atexto from and against all damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from a third-party claim arising out of or related to (a) Customer Materials, (b) Customer's use of the Services, or (c) Customer's use of Output.
8.2 By Atexto. Atexto will indemnify, defend, and hold harmless Customer from and against all damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from a third-party claim alleging that Atexto's technology used to provide the Services or the Output infringes or misappropriates any U.S. Intellectual Property Rights of such third party. In no event will Atexto have obligations or liability under this Section arising from: (a) use of the Services or Output in a modified form or in combination with materials not furnished by Atexto, (b) Services performed according to Customer specifications, and (c) any content, information, or data provided by Customer. For any claim covered by this Section, Atexto may, at its election (i) procure the rights to use the portion of the Services or Output alleged to be infringing, (ii) replace the alleged infringing portion of the Services or Output with a non-infringing alternative, or (iii) terminate the allegedly infringing portion of the Services, or this Agreement and provide Customer with a pro-rata refund of prepaid fees for the affected Services.
8.3 General. The party seeking indemnification will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party by providing reasonable assistance in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed, and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
9. LIMITATION OF LIABILITY
9.1 Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR CUSTOMER'S BREACH OF SECTION 2.5, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, AND EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY NOR ITS AFFILIATES, LICENSORS, AND DISTRIBUTORS WILL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, OR SERVICE INTERRUPTION, ANY DATA INACCURACY, OR THE COST OF SUBSTITUTE SERVICES (IN EACH CASE WHETHER DIRECT OR INDIRECT), REGARDLESS OF THE LEGAL THEORY AND REGARDLESS OF WHETHER A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.2 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, ATEXTO'S AND ITS AFFILIATES', LICENSORS', AND DISTRIBUTORS' AGGREGATE LIABILITY UNDER THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY WILL NOT EXCEED THE AMOUNT CUSTOMER HAS PAID OR THAT IS PAYABLE FOR THE SERVICES IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
9.3 Decisions. Results and outcomes generated by machine learning algorithms are probabilistic and Customers should evaluate such results and outcomes for accuracy as appropriate for the Customer’s use case, including by employing human review. Customer and its End Users are responsible for all decisions made, advice given, actions taken, and failures to take action based on Customer’s use of the Services and Output.
10.1 Informal Resolution. Atexto wants to address the Customer's concerns and requests that the Customer brings issues that may lead to a dispute to our attention immediately. Before filing a claim, Atexto and Customer agree to try to resolve the dispute by providing notice to the other party and having the appropriate executives attempt to resolve the dispute through communication and discussion. After fifteen (15) days, either party may bring a formal proceeding.
10.2 Arbitration Terms. Atexto and Customer agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as further set forth below. Any dispute will be administered by the American Arbitration Association under its Commercial Arbitration Rules by a single arbitrator. The arbitration will take place in San Francisco, California in the English language. Either party may bring a lawsuit in court for claims for injunctive relief to stop unauthorized use or abuse of the Services or claims of Intellectual Property Rights infringement without first engaging in the informal resolution process described above. Atexto and Customer consent to the exclusive jurisdiction and venue of the federal or state courts of San Francisco, California.
11. GENERAL PROVISIONS
11.1 Agreement Modification. Atexto may modify this Agreement periodically. If an update will affect the Customer's use of the Services, Atexto will notify the Customer prior to the update's effective date (except for changes due to legal or regulatory reasons which may be effective immediately). Otherwise, updates will be effective as of the date posted on this website. By continuing to use the Services or executing additional Order Forms after the changes become effective, the Customer agrees to be bound by the modified Agreement. If Customer does not agree to the modified Agreement for the Services, Customer may terminate the Services within thirty (30) days of receiving notice of the change.
11.2 Entire Agreement. All attachments and exhibits to the Agreement and Order Forms executed by the parties are hereby incorporated into the Agreement by reference. This Agreement constitutes the entire agreement between Customer and Atexto with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreements whether written or oral, including any non-disclosure agreements. Except as otherwise set forth in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless set forth in writing and signed by the parties. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: Order Form, the Agreement, and the Documentation.
11.3 Governing Law. This Agreement will be governed by California law except for its conflicts of laws principles.
11.4 Notices. Notices must be sent by first-class mail or overnight courier and are deemed given when received. Notices to the Customer may also be sent to the applicable Administrator account email address and are deemed given when sent. Notices to Atexto must be sent to Atexto to Atexto LLC., Attn: 535 Mission Street 14th floor, San Francisco, CA with a copy to email@example.com.
11.5 Assignment. Either party may assign this Agreement in its entirety, without the other party's consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, and Customer must provide Atexto with prompt notice following such event. Any other attempt to transfer or assign is void. This Agreement will be binding upon and inure to the benefit of the parties and their respective, permitted successors and assigns.
11.6 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship between the parties. There are no third-party beneficiaries under this Agreement.
11.7 Construction. Any ambiguity in the Agreement will be interpreted equitably without regard to which party drafted the Agreement. "Including" and "include" will be construed to mean "including without limitation.
11.8 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition or event (for example, natural disaster, an act of war or terrorism, labor disputes, governmental action, utility failures, third-party vendor failures, and Internet disturbance) that was beyond its reasonable control. No failure of telecommunications or network systems will be considered a service outage or service deficiency for any purpose under this Agreement.
11.9 Remedies. The parties agree that a breach of Section 2.5, 2.6, or 6 will cause irreparable injury and that the harmed party will have the right to obtain immediate equitable relief to enjoin such activity, in addition to whatever remedies it may have at law.
11.10 Waiver. No failure or delay by either party in exercising a right under this Agreement will constitute a waiver of that right. A waiver of a default is not a waiver of any subsequent default.
11.11 Severability. If a court of competent jurisdiction finds any term of this Agreement to be unenforceable, the unenforceable term will be modified to reflect the parties' intention and only to the extent necessary to make the term enforceable. The remaining provisions of the Agreement will remain in effect.
11.12 Counterparts. This Agreement and any Order Form may be executed in counterparts, which taken together will constitute one instrument, and maybe executed and delivered electronically.
11.13 Export Compliance. The Services may be subject to export restriction laws and regulations in the U.S. and any other applicable jurisdiction and Customer is responsible for compliance regarding Customer's and its End Users' use of the Services. Customers will not permit End Users to use the Services from a U.S. embargoed country. Customer represents and warrants that Customer and its End Users are not and will not be a person or entity on the OFAC List of Specially Designated Nationals or Consolidated Screening List, or any entity in which Specially Designated Nationals own in the aggregate, directly or indirectly, a 50% percent or greater interest.
12.1 “Administrator” means a Customer-designated End User who administers the Software Platform account and has access to permissions and other sensitive settings.
12.2 “Affiliate” means any entity that controls, is controlled by or is under common control with a party, where "control" means the ability to direct the management and policies of an entity.
12.3 “BAA” means the Business Associate Agreement, if any, separately executed by the parties in connection with this Agreement.
12.4 “Background Intellectual Property” means proprietary methodologies, tools, models, software, documentation, know-how, trade secrets, inventions, or works of authorship conceived or developed by Atexto or its licensors (a) prior to rendering any Services under this Agreement, (b) independent of this Agreement, and (c) in connection with the Services, but that is not Output or derivatives of Customer Materials or Output.
12.5 “Beta Services” means products or features available to Customer on a trial, beta, early access, or similar basis.
12.6 “Customer Application” means any application that the Customer creates using the ML Model Services.
12.7 “Customer Materials” means digital files, data, and machine learning models that the Customer submits to the Atexto API or otherwise provides to Atexto to facilitate Atexto’s provision of the Services.
12.8 “Documentation” means any Atexto-provided written documentation and policies available at https://support.atexto.com/article/atexto-human-api.
12.9 “DPA” means the Data Protection Addendum, if any, separately executed by the parties in connection with this Agreement.
12.10 “Effective Date” means the earlier of the date Customer first accepted this Agreement or the subscription start date set forth on Customer's first Order Form.
12.11 “End Users” means Customer employees who are users of Customer's Software Platform account and identified on an Order Form or otherwise permitted access to Customer’s Software Platform account.
12.12 “Initial Term” means the term for the applicable Services (a) starting on the subscription start date set forth on the Customer's first Order Form and continuing for the period set forth in the Order Form.
12.13 “Intellectual Property Rights” means the current and future worldwide rights under patent, copyright, trade secret, and trademark, and other similar rights.
12.14 “ML Model Services” means an API service to which the Customer submits data and receives ML Output, as detailed in the applicable Order Form or within the Customer’s account.
12.15 “ML Output” means the fields returned by an Atexto machine learning model as defined in an Order Form or within the Customer’s account.
12.16 “Kore Platform” means Atexto’s products, services, and APIs providing advanced tooling for understanding, visualizing, curating, updating, improving, and collaborating on Customer Materials, Output, or other materials or models available within the platform.
12.17 “Output” means the annotations and labels based upon the Customer Materials that are returned to Customer, including through the Atexto API or a CSV file, and ML Output.
12.18 “Collaborator” means remote independent contractor working in an individual capacity that performs subcontracted labeling services.
12.19 “Restricted Information” means (a) personal information that directly or indirectly identifies an individual such as names, email addresses, addresses, telephone numbers, social security numbers, passport numbers, driver's license numbers, and other government identification numbers, including personal data as defined in the General Data Protection Regulation (EU) 2016/679, (b) Protected Health Information (as defined in the U.S. Health Insurance Portability and Accountability Act of 1996 and regulations thereunder) or similar information under comparable laws or regulations, and (c) Nonpublic Personal Information (as defined in the Gramm-Leach-Bliley Act and regulations thereunder) or similar information under comparable laws or regulations.
12.20 “Services” means the Atexto products and services, including the products and services ordered by Customer under an Order Form or otherwise provided by Atexto and used by Customer under this Agreement, including the annotation and labeling tasks and services, the Software Platform, and ML Model Services.
12.21 “Atexto Technology” means Atexto's products and services, including the Services and the Software Platform, Background Intellectual Property, Documentation, and Atexto's trademarks, logos, and other brand features.
12.22 “Services Term” means (a) the Initial Term or any renewal terms for the Services, or (b) if Customer does not have an Order Form until Customer terminates its account.
12.23 “Software Platform” means the Atexto API, websites, software products, and software tools ordered by Customer under an Order Form or otherwise provided by Atexto and used by Customer or End Users under this Agreement.
12.24 “Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of (a) the last Services Term has expired or (b) until the Agreement is terminated.