sāf.ai - Partnership Program¶
These Partner Program Terms and Conditions (“Terms”), any accompanying or future Addendum (as defined below) or similar agreement you enter into with sāf.ai, Inc. (“sāf.ai”) issued under this PPA, and the Program Policies (as defined below) govern your participation in the Partner Program (the Terms, the applicable Addenda, and the Program Policies are collectively the “PPA”). You represent and warrant that you are acting on behalf of an entity, and you are authorized to bind that entity to this PPA (such entity, the “Partner”). By accepting this PPA, either by executing this PPA separately or by executing an Addendum (as defined below) that indicates Partner’s acceptance of this PPA, whether by signature or by clicking an “I Accept” button or checkbox, Partner agrees in full to this PPA. If you do not have authority to bind the Partner or do not agree with this PPA, you must not accept this PPA and may not access the Partner Portal. The “Effective Date” of this PPA is the earliest to occur of the effective date of the initial Addendum, the date you execute this PPA, or the date you first access or use the Partner Portal.
By signing or otherwise accepting this PPA, the parties hereby agree as follows:
As used in this PPA, the following terms, whether used in the singular or plural, shall have the following meanings:
“Addendum” means any addendum identified on the cover page or later entered into between the parties relating to a Program Type.
“Affiliate” means a company controlled by, controlling, or under common control, directly or indirectly, through one or more intermediaries, one of the parties to this PPA or a third party, according to context.
“API Terms of Service” means the terms of service governing the use of sāf.ai application programming interfaces (the “sāf.ai APIs”) available (a) as of the Effective Date, in the applicable Addendum, and (b) after notice by sāf.ai, at https://docs.saf.ai/policies/terms-of-service, as updated by sāf.ai from time to time.
“Applicable Data Protection Law” means all worldwide data protection and privacy laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law.
“Authorized Locations” means, unless specified otherwise in an Addendum, the world, other than those countries to which export of software is restricted by applicable law (as of the Effective Date, Crimea Region of Ukraine, Cuba, Iran, North Korea, Syria).
“Close Family Member” means a spouse, an individual’s and a spouse’s grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, first cousins, the spouse of any of these people, or any other individuals who share the same household.
“Contact Data” means any Personal Data regarding the personnel of Partner or Partner’s Customers.
“Customer” means the end customer of Partner or sāf.ai, according to context.
“Customer Data” means, (a) with respect to the sāf.ai Platform Services, data and information input or submitted by Partner, Customer or either’s users into the sāf.ai Platform Services or otherwise made accessible to sāf.ai by Partner or Customer under the sāf.ai Terms of Service; or (b) with respect to sāf.ai Software, any data or information processed by Customer using the sāf.ai Software; and (c) in each case, any data provided by Customer to Partner support personnel for the purposes of trouble shooting or other customer support.
“sāf.ai Beta Services” means sāf.ai Services or functionality that may be made available to Customer or Partner to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“sāf.ai Brand Guidelines” means the sāf.ai brand guidelines governing the use of sāf.ai Marks available on the Partner Portal or as otherwise communicated to Partner by sāf.ai, as updated by sāf.ai from time to time.
“sāf.ai EULA” means the end user license agreement for sāf.ai Software communicated to Partner by sāf.ai, as updated by sāf.ai from time to time.
“sāf.ai Marks” means the sāf.ai trademarks, trade names, service marks, logos, service names and other distinctive brand features relating to the sāf.ai products and services.
“sāf.ai Materials” means any materials sāf.ai makes available to Partner to aide Partner in carrying out its obligations or in exercising its rights under the PPA, including without limitation any materials made available by sāf.ai on the Partner Portal, excluding for the avoidance of doubt any Partner Materials.
“sāf.ai Platform Services” means the sāf.ai-managed software-as-a-service offering.
“sāf.ai Services” means the sāf.ai APIs, the sāf.ai Platform Services, and the sāf.ai Software.
“sāf.ai Software” means the object code version of any sāf.ai products or services that are used by Partner other than in a sāf.ai-managed SaaS environment (e.g., sāf.ai Runtime), excluding for the avoidance of doubt sāf.ai Platform Services.
“sāf.ai Terms of Service” means the terms of service for the sāf.ai Platform Services (i) available at https://docs.saf.ai/policies/terms-of-service, as updated by sāf.ai from time to time; or (ii) if Partner has negotiated a written subscription agreement and applicable Order Form executed by Partner and sāf.ai governing the use of such sāf.ai Platform Services, the terms set forth in in such written subscription agreement, which shall apply solely with respect to Partner’s direct usage of the sāf.ai Platform Services.
“Documentation” means the technical documentation describing the sāf.ai Services, located at docs.saf.ai or such other location(s) as communicated to Partner by sāf.ai, as updated by sāf.ai from time to time.
“EU Data Protection Law” means from 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”).
“Fees” means, collectively, the Program Fees, Services Fees and Referral Fees.
“Government Official” shall mean anyone that is or that works for, or on the behalf of, a: (i) national, regional, municipal, or local government; (ii) department, agency, subsidiary, or branch of a national, regional, municipal, or local government; (iii) government-owned or government-controlled company (for example, a state-owned oil company, bank, airline, hospital, university, etc.); (iv) subsidiary of a government-owned or government-controlled company; (v) public international organization (for example, the International Monetary Fund, the United Nations, the World Bank, the World Trade Organization, etc.); (vi) member of a royal family; or (vii) political party, political party official, or candidate for political office.
“Intellectual Property” or “Intellectual Property Rights” means any and all registered or unregistered, past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, semiconductor topography rights and mask works; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) domain names, URLs and websites; (f) any and all other proprietary rights in software, software code (in any form, including source code and executable or object code), user interfaces, and other forms of technology (whether or not embodied in any tangible form); and (g) rights in or relating to registrations, renewals, extensions, combinations, divisions, continuations, continuations in part, reexaminations, continued prosecution applications, requests for continued examination, and reissues of, and applications for, any of the rights referred to in clauses (a) through (f) above.
“Order Form” means, depending on the context in which it is used herein, (i) the cover page attached to these Terms; (ii) the ordering documents that are entered into between Partner and sāf.ai from time to time to effect Partner’s payment of Program Fees associated with its participation in the Partner Program or receipt of certain additional Program Benefits, including any addenda to such ordering documents; Order Forms submitted by Partner shall be deemed incorporated herein by reference; or ordering documents or online order specifying the sāf.ai Services to be provided to a Customer and associated with a Customer’s purchase of any sāf.ai Services from sāf.ai.
“Participation Requirements” means the participation requirements for Partner to participate in a particular Program Type.
“Partner Application” means an application owned by or licensed to Partner, whether distributed or available as a SaaS offering, that communicates or interfaces with the sāf.ai Services via the sāf.ai APIs, if permitted in an Addendum.
“Partner Platform Account” means Partner’s sāf.ai Platform Services account, whether provided subject to this PPA, the sāf.ai Terms of Service or other written agreement between the parties.
“Partner Program” means, collectively, the partner program described in this PPA and any applicable Addendum, including without limitation the Program Benefits and rights and obligations of Partner and sāf.ai that are associated with the Program Types described in the Program Policies.
“Partner Portal” means the web portal containing resources for Partner available at partners.saf.ai.
“Partner Tiers” mean Partner’s level in certain Program Types. Partner Tiers are described more fully in the Program Policies.
“Personal Data” means information relating to an identified or identifiable natural person (“data subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, genetic, mental, economic, cultural or social identity. For the avoidance of doubt, Personal Data includes ‘personally identifiable information’.
“Professional Services” mean consulting or other professional services.
“Program Benefits” means the various benefits specified in the Program Policies or otherwise provided to Partner (e.g., as an attachment to this PPA or Addendum) related to a Program Type and any Partner Tier.
“Program Fees” means collectively, any fees that Partner must pay sāf.ai for participation in a Program Type, or for Program Benefits, as further described in the Program Policies or Program Benefits. Program Fees do not include “Services Fees.”
“Program Policies” means the terms describing the Partner Program, Program Types, Partner Tiers, Program Benefits, and other policies governing Partner’s participation in the Partner Program, as set forth in this Partner PPA, on the Partner Portal, and or as otherwise provided to Partner, including by reference to a web URL provided to Partner.
“Program Type” means any of (a) Technology Partner, (b) Independent Software Vendor (ISV); (c) Original Equipment Manufacturer (OEM); (d) Systems Integrator; (e)Referral; or (f) any other program type added by sāf.ai. sāf.ai may change Program Types at any time in its sole discretion with or without notice.
“Referral Consideration” has the meaning specified in the applicable Addendum.
“Report” shall have the meaning ascribed to it in any Addendum.
“Services Fees” means, collectively, any fees that Partner must pay sāf.ai for its or its Customers’ use of sāf.ai Services.
“Support” shall mean the support services according to the levels set forth in the Support Definitions provided either by sāf.ai or by Partner as further described in the applicable Addendum.
“Support Definitions” shall mean the definitions ascribed to L1, L2 and L3 Support, as provided to Partner by sāf.ai (including by making such definitions available in the Partner Portal), as updated from time to time.
“Training” shall mean training services provided by sāf.ai or Partner, which services shall be governed by the Authorized Partner Program Agreement (and for the avoidance of doubt not this PPA).
“Taxes” means any present or future tax imposed by the laws in each territory and the countries in which the parties and their Affiliates are located and shall include (but shall not be limited to) value added tax, sales tax, customs duties, governmental charges, withholding, taxes incurred on transactions between a party and its Affiliates or third party contractors, and any other similar levies that are required to be collected, withheld or paid with respect to such collected amounts including (but not limited to) back-end taxes, social contributions, and/or taxes imposed on the international remittance of money (except taxes on net income).
“Term” shall have the meaning ascribed to it in Section 11.1.
Enrollment. To participate in the Partner Program, Partner must be enrolled in at least one Program Type at all times. In order to enroll in a Program Type, Partner must meet any applicable Participation Requirements. Partner may only change its participation with the written agreement of sāf.ai or by such other means as sāf.ai makes available in its sole discretion.
Program Types. In addition to these Terms, each party shall have the responsibilities and obligations set forth in the applicable Program Type Addendum.
Program Benefits and Partner Tiers. Certain Program Types provide certain benefits to the Partner, as set forth in the applicable Program Type and Partner Tier documentation.
Program Fees. Participation in the Partner Program, including access to specific Partner Tiers and Partner Benefits may be subject to the payment of Program Fees, as described in an applicable Addendum. Except for as set forth in Section 11.3, payment obligations and non-cancelable and Program Fees paid are non-refundable.
Services Fees. Services Fees, if any, are described in the applicable Addendum. Unless otherwise provided in an Order Form or an applicable Addendum, payment obligations are non-cancelable and Services Fees paid are non-refundable.
Referral Fees. Referral Fees, if any, are described in the applicable Addendum.
Partner Portal. sāf.ai may provide Partner with access to the Partner Portal. Should sāf.ai provide such access, Partner’s right to access and use the Partner Portal shall be subject to the terms of this PPA.
Users. Partner may select individuals (Partner employees or agents) to access and use the Partner Portal and will obtain separate credentials (user IDs and passwords) for such individuals (each a “Portal User”). Subject to these limitations, Portal Users may be changed through the Partner Portal (or, if not, at Partner’s request). Partner will at all times be responsible for all actions taken under a Portal User’s account by Portal User, by anyone to whom Portal User provided such Portal User’s credentials, or by anyone who obtained Portal User’s credentials due to Portal User’s negligence or misconduct. Partner is responsible for the security of each Portal User’s credentials and will not share (and will instruct each Portal User not to share) such credentials with any other person or entity or otherwise permit any other person or entity to access or use the Partner Portal.
Lead Sharing. Partner represents and warrants, with respect to any Contact Data that it enters into the Partner Portal or otherwise makes available to sāf.ai that has all necessary consents or sufficient legal basis in order to provide such information to sāf.ai for the purposes of (i) with respect to Partner’s Customer Contact Data, enabling sāf.ai to send marketing communications to such Customer relating to the sāf.ai Services, and (ii) with respect to Partner’s personnel Contact Data, enabling sāf.ai to communicate with such personnel regarding the arrangement contemplated by this PPA.
Provisions Applicable to all Addenda
Use of sāf.ai Services. Unless specified in an applicable Addendum or Order Form, this PPA does not grant Partner the right to use sāf.ai Services. Partner acknowledges and agrees that any use of the sāf.ai Services by Partner in connection with Partner’s activities hereunder is governed by the sāf.ai Terms of Service. Partner agrees that, unless specified otherwise or agreed with sāf.ai in writing, Partner is not authorized to permit any Customer to access the sāf.ai Services directly. Partner is responsible for all activities that occur in Partner Platform Accounts, and for its and any of its Partner Platform Account users’ compliance with this PPA, the TOS, and the Documentation.
Order of Precedence. If there is any conflict between the terms and conditions of any documents relating to the Partner Program, to the extent their terms cannot be reconciled, any conflict will be resolved in the following order of precedence: (a) an Order Form, solely with respect to the matters covered by such Order Form, unless the Order Form provision is drafted to expressly override another provision and survive beyond the term of such Order Form; (b) the applicable Addendum, solely with respect to the matters to which it relates; (c) the Program Policies, solely with respect to the matters to which they relate; and (d) the PPA.
No Joint Development. The parties do not intend to jointly develop or jointly create Intellectual Property under this PPA.
Ownership. Subject to the limited licenses and rights set forth in this PPA, nothing in this PPA grants either Party any interest in or to any of the other Party’s Intellectual Property Rights or other proprietary rights. For the avoidance of doubt, this PPA does not transfer or assign any Intellectual Property Rights or ownership from one party to the other, and no ‘work product’ will be created under this PPA. The Intellectual Property Rights in sāf.ai’s technology, products and services, including without limitation the sāf.ai Services, sāf.ai Materials and the sāf.ai Marks, are defined herein as “sāf.ai IP.” Partner will not alter, remove or obscure, the Intellectual Property Rights notices of sāf.ai and its licensors that may appear on or within the sāf.ai Services as made available to Partner
sāf.ai Materials License. Partner shall have the rights in the sāf.ai Materials set forth in the applicable Addendum.
sāf.ai Trademark License. Subject to Partner’s compliance with the terms and conditions of this PPA, the sāf.ai Brand Guidelines, the applicable Addendum, and the Program Policies, sāf.ai hereby grants to Partner a royalty-free, non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the Term, to use the sāf.ai Marks in the Authorized Locations solely as authorized in the Applicable Addendum. Partner shall provide sāf.ai with samples of each use of sāf.ai Marks prior to such use and shall refrain from all uses that sāf.ai informs Partner are detrimental to sāf.ai’s interests. Partner understands that any use of sāf.ai trademarks (e.g., ‘sāf.ai CEFS™’) is subject to sāf.ai’s applicable policies, available at http://docs.saf.ai/policies/marks.html and Partner agrees to strictly adhere to such policies. Any use of a sāf.ai Mark by Partner must correctly attribute ownership of such mark to sāf.ai and must be in accordance with applicable law and sāf.ai’s then-current trademark usage guidelines that have been provided or made available to Partner. Partner acknowledges and agrees that sāf.ai owns the sāf.ai Marks and that any and all goodwill and other proprietary rights that are created by or that result from Partner’s use of a sāf.ai Mark hereunder inure solely to the benefit of sāf.ai. Partner will at no time contest or aid in contesting the validity or ownership of any sāf.ai Mark or take any action in derogation of sāf.ai’s rights therein, including, without limitation, applying to register any trademark, trade name or other designation that is confusingly similar to any sāf.ai Mark. sāf.ai may withdraw its approval of any use of sāf.ai Marks at any time in its sole discretion upon written notice to Partner, which withdrawal shall be effective promptly, provided that no such withdrawal will require the recall of any previously published or distributed materials that cannot reasonably be recalled.
Partner Trademark License. Partner grants sāf.ai a royalty-free, non-exclusive, non-transferable, non-sublicensable, non-assignable license during the Term to use, solely for the purpose of identifying and promoting Partner’s participation in the Partner Program or as the parties otherwise agree in writing and in connection with sāf.ai’s rights, duties and obligations under this PPA, Partner’s marks including Partner’s company name, and, if applicable, any logos uploaded by Partner to the Partner Portal or otherwise provided to sāf.ai by Partner (“Partner Marks”). Partner may withdraw its approval of any use of Partner Marks at any time in its sole discretion upon written notice to sāf.ai, which withdrawal shall be effective promptly but in no case more than thirty (30) days from the date of Partner’s notice sent in accordance with Section 12.5 (Notice) below, provided that no such withdrawal will require the recall of any previously published or distributed materials.
Additional Restrictions. Without affecting any other restrictions set forth in the sāf.ai Terms of Service and this PPA, Partner’s use of any Program Benefits, including sāf.ai IP provided to Partner hereunder, is subject to the additional restrictions set forth below. Partner may not, unless expressly authorized in an Addendum:
Remove or modify any program markings or any notice of sāf.ai or sāf.ai’s licensors’ proprietary rights;
Use sāf.ai IP in a manner that misrepresents Partner’s relationship with sāf.ai or is otherwise misleading or that reflects negatively on sāf.ai;
Modify in any way any sāf.ai Services or sāf.ai Marks (e.g., by inserting Partner’s company or brand name inside sāf.ai logo or otherwise white-labeling or co-branding sāf.ai Services); or
Use or duplicate sāf.ai IP provided to Partner for any purpose other than as specified in this PPA or make sāf.ai IP available to unauthorized third parties.
Feedback. Partner is under no duty to provide any suggestions, enhancement requests, or other feedback regarding the sāf.ai Services (“Feedback”). If Partner offers Feedback to sāf.ai, Partner hereby grants sāf.ai a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into the sāf.ai Services or otherwise use any Feedback sāf.ai receives from Partner.
Prohibition on Competitive Use. Notwithstanding anything to the contrary in this PPA or any Addendum, Partner may not use any of the sāf.ai Services to develop, offer or make available a product or service to any third party that could reasonably be seen to serve as a substitute for such third party’s possible subscription to any sāf.ai product or service, provided that the foregoing shall not be deemed to prevent Partner from offering a product or service that (a) requires a customer to have an account with sāf.ai for the use of sāf.ai Services; or (b) utilizes sāf.ai Services and for which Partner compensates sāf.ai under this PPA.
Security and Safety Policies. Partner’s personnel must at all times observe the security and safety policies of sāf.ai when on sāf.ai property and/or any security and safety policies of sāf.ai’s customers that sāf.ai provides from time to time, when and if Partner is on such customers’ property.
Compliance with Applicable Laws. Each party shall comply, and shall procure that any third parties performing activities on party’s behalf related to this PPA (including without limitation sales and referral activities) comply, with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders, including, but not limited to, trademark and copyright laws, ICANN policies and procedures governing domain names, the EU General Data Protection Regulation 2016/679 (the “GDPR”), the United States Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1, et seq. (the “FCPA”), the United Kingdom Bribery Act 2010 (the “UK Bribery Act”), and applicable export control laws or regulations (collectively “Applicable Laws”) and shall not engage in any deceptive, misleading, illegal or unethical marketing activities. Partner shall promptly inform sāf.ai in writing upon becoming aware of any violations of Applicable Laws in connection with this PPA. In the event that sāf.ai reasonably believes that Partner has breached its obligations set forth in this Section 4.6, sāf.ai, in its sole discretion, may, upon reasonable prior notice and during normal business hours, inspect and make copies of Partner’s books, records, and accounts reasonably relevant to the potential breach, which shall be deemed to be Partner’s Confidential Information under this Agreement. Such inspection may include interviews of relevant Partner personnel.
No Affiliation with Government Officials. Partner represents and warrants that no director, employee, direct or indirect owner, representative, consultant or agent who is or will be involved in Partner’s activities under this PPA, is a Government Official or a Close Family Member of a Government Official.
Periodic Anti-Bribery Certification. Partner agrees that Partner will periodically, but no more frequently than once per year unless sāf.ai has a reasonable suspicion that Partner has violated Section 4.5 or 4.6, at sāf.ai’s request, complete reasonable due diligence questionnaires and/or certify in writing to sāf.ai that Partner has not, and to Partner’s knowledge no other person affiliated with Partner, including but not limited to any owner, director, employee, representative and agent of Partner has made, offered to make, agreed to make, or authorized any payment, loan, donation or gift of money or anything else of value, directly or indirectly, to or for the benefit of any Government Official, to obtain or retain business, or secure any improper advantage.
No Guarantees or Representations. Partner shall not make any warranties or guarantees concerning the sāf.ai Services, or any indemnities on behalf of sāf.ai or on its own behalf relating to the provision of the sāf.ai Services, and any representations made relating to the Services must be entirely consistent with the content of the sāf.ai Materials. Partner will not represent that it has been authorized by sāf.ai to assume or create any express or implied obligation on behalf of sāf.ai or indicate in any way that sāf.ai is responsible, in contract or otherwise, for any obligation beyond those obligations specifically undertaken by sāf.ai in a subscription agreement between sāf.ai and a Customer.
Non-Exclusive Arrangement. For the avoidance of doubt, and notwithstanding anything else in this PPA or any Addendum, this PPA is a non-exclusive arrangement, and neither party shall be prevented from pursuing other work or opportunities, including competitive opportunities during or after the Term, so long as such party does not breach any term of this PPA (including without limitation provisions governing confidentiality and intellectual property) in pursuing such opportunity.
Partner Obligations; Support; Training; Other Services
Generally. Partner’s personnel who are involved in Partner’s activities under this PPA must be generally knowledgeable about sāf.ai and the sāf.ai Services and their functionality prior to engaging with any Customer in the activities contemplated hereunder.
Marketing. Each party shall have the marketing obligations, if any, set forth in the applicable Addendum.
Support. The parties shall each be obligated to perform the Support services specified in the applicable Addendum.
Partner Identification. Subject to compliance with the terms of this PPA, Partner may refer to itself as a “sāf.ai Partner” (or in such other manner as described in an Addendum) solely with respect to the products or services, if any, set forth in an applicable Addendum, subject to any requirements sāf.ai communicates to Partner on the use of such identifier. For the avoidance of doubt, Partner may not, unless otherwise agreed in writing by sāf.ai, refer to itself as “Authorized”; or “Certified” or any similar term related to its relationship with sāf.ai that might imply sāf.ai stands behind or provides a warranty for the workmanship of Partner products or services. sāf.ai additionally may, in its sole discretion, offer certain courses that may permit Partner to refer to certain of its personnel as “accredited”, “certified”; or other term following the successful completion of such course, subject to any requirements set forth in such course.
Training by sāf.ai. sāf.ai may, in its sole discretion offer Training for Partner personnel on the use of sāf.ai Services. Whether Training is offered for free, at a discount, or at full price depends on Partner Tier and Partner Benefits.
Business Practices. Partner will: (i) conduct business in a manner that reflects favorably at all times on the sāf.ai Services and the good name, goodwill and reputation of sāf.ai; (ii) make no false or misleading representations with regard to sāf.ai or the sāf.ai Services; and (iii) make no representations, warranties or guarantees with respect to the specifications, features or functionality of the sāf.ai Services that are inconsistent with the literature distributed by sāf.ai.
Currency. All payments under this PPA shall be made in United States Dollars (US$).
Wire Transfer Fees. Partner may request Referral Fees under the PPA be made by wire transfer if it and its bank accounts are located outside of the United States. Any wire transfer fees owed by the party receiving a wire transfer shall be borne by the receiving party; any wire transfer fees owed by the party sending a wire transfer shall be borne by the sending party.
Exchange Rates. If any fees under an applicable Addendum are calculated on the basis of revenue that is paid other than in US Dollars ($US), the amounts owed shall be calculated on the basis of the exchange rates published on http://www.x-rates.com/historical/ on the last day of the engagement (or the last day of the month, for ongoing engagements paid on a monthly basis) (“Exchange Rate”).
Expenses. Each party shall cover their own expenses unless otherwise specified in an Addendum in which case any such expenses shall be appropriately documented.
Taxes. Partner acknowledges and agrees that it is Partner’s sole responsibility pay all applicable Taxes owed, including with respect to any Taxes owed to Partner’s personnel. Partner will indemnify sāf.ai and hold sāf.ai harmless to the extent of any obligation imposed by law on sāf.ai to pay any such amounts in connection with any payments made by sāf.ai to Partner under this PPA on account of Partner’s or Partner’s agents or employees.
Audit; Reporting. No more than once in any 12-month period during the Term, and once following the date of termination or expiration of this PPA, sāf.ai at its own expense may audit the Partner’s records for the sole purpose of (i) confirming the Partner’s compliance with the Program Policies, Section 5.6 and Section 4.6; (ii) reviewing the use by Partner of any sāf.ai IP and any communications made by Partner to a Customer or publicly regarding the sāf.ai Services; and (iii) any additional purposes described in an applicable Addendum. Partner, at its own expense during the Term and for 2 years thereafter, will maintain complete and accurate records supporting its provision of any Services, the calculation fees, and any Reports it submits pursuant to this PPA. Any such audit will be conducted during regular business hours at the Partner’s offices and facilities and shall not interfere unreasonably with the Partner’s business activities. The audit will be conducted at sāf.ai’s expense, except that if the audit discloses overpayments by sāf.ai or underpayments by Partner in excess of 10% or $2,000 (whichever is greater) over the period under review, then Partner (in addition to such other remedies as may be available at law and equity) shall reimburse sāf.ai for the reasonable, documented cost of such audit up to $10,000, and the over-compensated party shall compensate the undercompensated party within 30 days of receiving the results of the audit.
7.1 By Partner. Subject to 7.5, Partner (as “Indemnitor”) shall defend and indemnify sāf.ai and its officers, employees, directors, agents and Affiliates (each as an “Indemnitee”) from and against any and all claims, losses, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) which sāf.ai may suffer or incur arising out of or in connection with (a) any action by a third party against sāf.ai that is based on a claim that any Partner Application or Customers’ use thereof, infringe or misappropriate such third party’s Intellectual Property Rights; (b) any action by a third party (including a Customer) against sāf.ai relating to (i) a representation or warranty made by Partner to such third party (unless such representation or warranty was authorized in writing by sāf.ai) or (ii) any claim of unfair or deceptive business practices not arising directly from a statement expressly authorized by sāf.ai; (c) a breach of Partner’s representations or warranties in this PPA or any applicable Addendum; or (d) any claim specified to subject to indemnity in an applicable Addendum.
7.2 By sāf.ai. Subject to 7.5, sāf.ai (as “Indemnitor”) shall defend and indemnify Partner and its officers, employees, directors, agents and Affiliates (each as an “Indemnitee”) from and against any and all claims, losses, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) which Partner may suffer or incur arising out of or in connection with any action by a third party against Partner arising directly from a claim by such third party that the sāf.ai Services or the sāf.ai Portal infringe or misappropriate such third party’s Intellectual Property Right. The foregoing defense and indemnification obligations do not apply to the extent any infringement or misappropriation claim of any kind arises from: (i) the combination, operation or use of the sāf.ai Services with equipment, devices, software (including a Partner Application) or data (including without limitation your Confidential Information) not supplied by sāf.ai, if a claim would not have occurred but for such combination, operation or use; or (ii) use of the sāf.ai Services other than in accordance with this PPA and the TOS.
Injunction. If your use of the sāf.ai Services is, or in sāf.ai’s opinion is likely to be, enjoined due to the type of claim specified in Section 7.2(b), then sāf.ai may at its sole option and expense: (i) replace or modify the sāf.ai Services to make them non-infringing and of equivalent functionality; (ii) procure for you the right to continue using the sāf.ai Services under the terms of this PPA; or (iii) if sāf.ai is unable to accomplish either (i) or (ii) despite using its reasonable efforts, terminate your rights and sāf.ai’s obligation under this PPA with respect to such sāf.ai Services and refund to you any Program Fees relating to a period after the termination to the extent your rights under the applicable Addendum would not be able to be effected but for the use of the sāf.ai Services.
Sole Remedy. SUBJECT TO SECTION 9.1 BELOW, THE FOREGOING SECTIONS 7.2 and 7.3 STATE THE ENTIRE OBLIGATION OF SAF.AI AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SAF.AI SERVICES.
Conditions of Indemnification. As a condition to an Indemnitor’s obligations under this Section 7, an Indemnitee will: (i) promptly notify the Indemnitor of the claim for which the Indemnitee is seeking indemnification; (ii) grant the Indemnitor sole control of the defense and settlement of the claim; (iii) provide the Indemnitor, at the Indemnitor’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim; (iv) preserve and will not waive legal, professional or any other privilege attaching to any of the records, documents, or other information in relation to such claim without prior notification of consent by the Indemnitor. The Indemnitor will not settle any claim that involves a remedy other than payment without the Indemnitee’s prior written consent, which may not be unreasonably withheld or delayed. An Indemnitee has the right to retain counsel, at the Indemnitee’s expense, to participate in the defense or settlement of any claim. The Indemnitor will not be liable for any settlement or compromise that an Indemnitee enters into without the Indemnitor’s prior written consent.
Validity. Each party represents and warrants that this PPA has been duly and validly executed and delivered by such party;
No Pre-existing Obligations. Each party represents and warrants that it has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder such party’s performance of its obligations under this PPA.
Non-infringement. Partner represents and warrants that, to its knowledge, no Partner Application will infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity.
Non-Violation of Laws. Each party represents and warrants that it shall comply at all times with Section 4.6.
Disclaimer. ANY WARRANTIES THAT MAY BE MADE REGARDING THE SĀF.AI SERVICES ARE MADE ONLY TO THIRD PARTIES WHO ACQUIRE SUBSCRIPTION LICENSES FOR THEIR OWN COMMERCIAL END USE PURSUANT TO THE SĀF.AI TERMS OF SERVICE; NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PPA OR THE SĀF.AI TERMS OF SERVICE, NO WARRANTY IS EXTENDED TO PARTNER UNLESS PARTNER ENTERS INTO A SEPARATE PAID AGREEMENT FOR THE USE OF THE SĀF.AI SERVICES THAT EXPRESSLY REFERENCES THIS PPA. THE WARRANTIES IN THIS SECTION 8 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THIS AGREEMENT. SUBJECT TO SECTION 9.1, EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE FOREGOING. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN (BUT SUBJECT ALWAYS TO SECTION 9.1):WITHOUT LIMITATION, (i) SĀF.AI DOES NOT MAKE ANY WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, OR UNINTERRUPTABILITY, OF THE SĀF.AI SERVICES; (ii) SĀF.AI IS NOT RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE SĀF.AI SERVICES OR FOR CONCLUSIONS DRAWN FROM SUCH USE; AND (iii) SĀF.AI MAKES NO REPRESENTATION WITH REGARD TO THE AMOUNT OF REVENUE THAT PARTNER MAY EARN AS A RESULT OF ITS ACTIONS UNDER THIS PPA.
LIMITATION OF LIABILITY
Neither party’s liability (i) for unpaid Fees, (ii) for death or personal injury caused by its negligence or the negligence of its employees or agents, (iii) for fraud or fraudulent misrepresentation, (iv) under the indemnities set forth in Section 7; (v) a breach by Partner of Section 4.3(h) (vi) for its grossly negligent conduct; or (vii) for any other liability that cannot be excluded or limited by law, is excluded or limited by this PPA.
Subject to Section 9.1 above, neither party shall be liable under or in connection with this PPA to the other (whether for breach of contract, tort (including negligence), breach of statutory duty or otherwise) for (i) loss of profit or revenue, (ii) loss from damage to business or goodwill, (iii) loss of contracts, (iv) loss of customers, (v) device failure or malfunction, or (vi) any other indirect, incidental, consequential, or special loss, even if a party has been advised of the possibility of such losses occurring.
Subject to Sections 9.1 and 9.2 above, the aggregate liability of either party, its employees and its and each of their Affiliates’ to the other party arising out of or in connection with this PPA (and whether such liability arises as a result of breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited in the aggregate in relation to all claims arising from, or in connection with, this PPA, to the Fees paid or payable under the applicable Addendum or Program Type in relation to which a dispute arises in respect of the relevant Contract Year (defined below), or, if no such Fees were payable, five thousand dollars ($5,000). For the purpose of this Section 9.3, (i) if more than one claim arises from the same event or series of events, then all such claims shall be treated as one, which will be treated as having arisen on the date on which the first relevant claim arose and (ii) “Contract Year” means the relevant period of twelve months starting on the start date of the applicable Addendum or an anniversary thereof (as appropriate).
Neither party may bring a claim or action against the other party, whether based in contract, tort (including negligence), breach of statutory duty, under an indemnity or otherwise, arising out of, or in connection with, this PPA more than one (1) year after the party knows, or should reasonably have known, of any event giving rise to the claim or cause of action.
Each party shall take all reasonable steps to mitigate any loss and damage it incurs in relation to any claim or action (whether based on an action or claim in contract, tort (including negligence), breach of statutory duty, under an indemnity or otherwise) which it brings against the other.
THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS SET OUT IN THIS SECTION 9 ARE REASONABLE, HAVING REGARD TO ALL THE RELEVANT CIRCUMSTANCES AND THE LEVELS OF RISK ASSOCIATED WITH EACH PARTY’S OBLIGATIONS UNDER THIS AGREEMENT.
Definition. “Confidential Information” means: any business or technical information disclosed by either party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential at the time of disclosure or that, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary, including but not limited to: (i) any (a) business, commercial, operational, management or financial information, customer lists, price lists, data, processes, models, personnel data and any other data or know how; and any (b) analyses, compilations and other material prepared by the Receiving Party which contain, reflect or are generated from the information described in (b) above; (ii) any information that either party derives relating to the conduct or performance of the other party’s personnel, services or systems, and any information that either party conveys to the other party concerning data security measures, incidents, or findings; (iii) the specific terms set forth in this PPA; and (iv) (m) all elements of the sāf.ai Services, including any non-public roadmap, (n) any sāf.ai Materials, and (o) the Fees, as well as any related discounts (each of which are considered to be sāf.ai’s Confidential Information). Unless sāf.ai Materials are explicitly marked ‘for distribution to Customers’ or as otherwise agreed by sāf.ai, sāf.ai Materials should be treated as Confidential Information not intended to be made public or shared with third parties.
Exclusions. The obligations in Section 10.3 will not apply to the extent any information: (i) is or becomes generally known to the public through no fault of or breach of this PPA by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
Use and Disclosure Restrictions. The Receiving Party will not use the Disclosing Party’s Confidential Information except as necessary for the performance or enforcement of this PPA and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this PPA; provided that each such employee and subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Section. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party ordinarily uses with respect to its own Confidential Information and in no event less than a reasonable standard of care. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this PPA: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable prior notice to the other party to enable it to contest such order or requirement unless legally prohibited; (ii) on a confidential basis to its legal or professional financial advisors; (iii) as required under applicable securities regulations, provided that the party required to make such a disclosure gives reasonable prior notice to the other party unless legally prohibited; or (iv) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party, provided that any such persons are bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Section.
Remedies. Any use or disclosure of the Disclosing Party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the Disclosing Party may request injunctive or other equitable relief seeking to restrain such use or disclosure.
Term and Termination.
Term. This PPA will begin on the Effective Date and shall remain in effect until the later of one year from the Effective Date or the date upon which no Addendum remains outstanding between the parties, unless earlier terminated under this Agreement.
Termination for Convenience.
By sāf.ai. sāf.ai may terminate an Addendum or this PPA (i) for any reason or no reason upon at least thirty (30) days prior written notice; or (b) in case sāf.ai determines in its sole discretion that continuing to permit Partner to remain in a Partner Program would be detrimental to sāf.ai’s brand, immediately on notice. For clarity, sāf.ai may terminate all Addenda and this PPA simultaneously in accordance with this paragraph.
By Partner. Partner may terminate an Addendum or this PPA for any reason or no reason upon at least thirty (30) days prior written notice. For clarity, Partner may terminate all Addenda and this PPA simultaneously in accordance with this paragraph.
Termination for Change of Control. sāf.ai may terminate this PPA upon notice to Partner if Partner undergoes a Change of Control (defined herein). For purposes of this PPA, “Change of Control” means a transaction or a series of related transactions: (i) in which one or more related parties that did not previously own or control at least a fifty percent (50%) equity interest in Partner obtains ownership or control of at least a fifty percent (50%) equity interest in Partner; (ii) in which Partner sells all or substantially all of its assets; or (iii) as a result of which one or more related parties that did not previously have the right or power to exercise a controlling influence over the management or policies of Partner acquires such a right or power, including, without limitation, the ability to elect a majority of Partner’s board of directors or a similar governing body.
Termination for Material Breach. In the event either party fails to cure a material breach of this PPA within thirty (30) days or such other period as agreed to in writing after receiving written notice thereof, then the non-breaching party may terminate this PPA upon written notice.
Effect of Termination. Upon any termination of the PPA, except as described in an Addendum: (i) all licenses granted to Partner by sāf.ai hereunder will automatically cease; (ii) Partner will promptly return, or at sāf.ai’s option, destroy all sāf.ai Materials, and all related documentation, except to the extent and only for so long as Partner continues to provide maintenance and support to Customers, as specified in an Addendum; (iii) Partner will immediately stop using the sāf.ai Marks and discontinue all representations that it is authorized to provide any services that Integrate with the sāf.ai Services; and (iv) each party will promptly return to the other all of the other party’s Confidential Information within its possession or control, and will certify in writing that it has complied with its obligations to return all such Confidential Information. Except for a termination by sāf.ai for Partner’s material breach (for which sāf.ai shall owe no further compensation), termination shall not affect any amounts owed to Partner that were owed and outstanding prior to termination. In addition, upon any termination of this PPA, the payment dates of all amounts due sāf.ai will automatically be accelerated so that they will become due and payable on the effective date of termination, even if longer terms had been provided previously.
Survival. Notwithstanding any termination of any Addendum or this PPA, the provisions of SECTIONS 1, 4.2, 4.8, 6.6, 7, 8.5, 9, 10, 11, and 12, i, inclusive along with all provisions of any Addendum that by their terms are intended to survive, shall survive.
Relationship of Parties. Nothing contained in this PPA, nor in the relationship created thereby, shall be interpreted to evidence a joint venture, partnership, principal-agent relationship, or employer-employee relationship between Partner and sāf.ai. Neither party shall have any right or authority to act on behalf of, or incur any obligation for, the other party. Partner reserves the right to determine the manner, method and means by which services will be performed as well as set the hours of work and schedule that will be followed by Partner. Partner shall have sole responsibility for any and all U.S. and foreign national, state and local income taxes, unemployment insurance tax, social security tax, self-employment tax and other taxes and tax payment obligations with respect to payments made by sāf.ai pursuant to this PPA. Partner shall jointly and severally indemnify and hold sāf.ai harmless from any and all losses or liability (including reasonable attorneys’ fees) arising from Partner’s failure to report as income payments received by it under this PPA and Partner’s failure to withhold for national, state and local tax purposes amounts paid to Partner’s approved employees, agents, contractors and other persons performing services pursuant to this PPA.
Assignment. The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be; provided that Partner may not assign or delegate Partner’s obligations under this PPA either in whole or in part without sāf.ai’s prior written consent.
Governing Law; Severability. This PPA shall be governed by and construed in accordance with the laws of the State of Delaware, excluding that body of law applicable to choice of law. If any provision of this PPA is for any reason found by a court of competent jurisdiction to be unenforceable, the remainder of this PPA shall continue in full force and effect.
Complete Understanding; Modification. This PPA (including all applicable Addenda) constitutes the entire agreement between the parties. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. This PPA may not be modified or waived, in whole or part, except in writing and signed by an officer or duly authorized representative of both parties, provided that sāf.ai may provide an updated version of this Agreement or any applicable Addendum at any time on notice (each, an “Updated Agreement”), which Updated Agreements shall be effective 30 days from the date sāf.ai makes it available to Partner (unless the notice specifies a longer period of time) (the “Update Effective Date”), and shall be deemed to be binding on Partner as of the Update Effective Date unless Partner sends a notice of termination prior to such date (which termination shall be effective as of such date)..
Notices. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified on the first page hereof or at such other address as the party shall specify in writing, which may include email. Additionally, sāf.ai may provide any notices under this PPA by posting such notice in the Partner Portal. Such notice shall be deemed given (i) in the case of a posting in the Partner Portal, upon Partner’s next log-in to the Partner Portal; (ii) in the case of email, upon delivery of the email provided that no error message is returned within 24 hours; or (iii) in the case of physical mail, upon personal delivery to the appropriate address or sent by certified or registered mail, three days after the date of mailing provided that notice of change of address shall be deemed effective only upon receipt.
Headings. The titles and headings of the various sections and paragraphs in this PPA are intended solely for convenience of reference and are not intended to explain, modify or place any construction or limitation upon any of the provisions of this PPA.
Publicity. No public statement of any kind may be made by Partner without prior express written approval from sāf.ai.
[signature page follows]
By signing below, each party acknowledges that it has read and understood the terms of these Terms of Service and agrees to be bound by them.