Terms of Service

These Clibrain Terms of Service (“Agreement”) are the agreement governing your access to and use of the Services as defined in section 17 (Definitions). This Agreement is between Clibrain, Inc, organized in the state of Delaware, with offices at 8 The Green STE R, Dover, County of Kent, Delaware, 19901 (“Clibrain”), and the entity you represent by entering into this Agreement  (“Customer”).

This Agreement is effective upon the earlier of (i) your acceptance of this Agreement, (ii) the effective date of an Order Form or (iii) the date you first accessed the Services, as applicable (“Effective Date”), and will remain in effect until terminated in accordance with this Agreement. If Customer uses the Services under a subscription plan, the subscription will automatically renew for successive periods unless earlier terminated in accordance with this Agreement or by stopping the subscription at any time before the end of the then-current subscription term.

By using the Services and/or entering into this Agreement, you represent and warrant that (i) you have read and understand this Agreement, (ii) you understand that the Services provided under this Agreement are for businesses and developers, not consumers, (iii) you are not a consumer as defined under applicable laws, (iv) you have full legal authority to bind Customer to this Agreement, and (v) you agree to this Agreement on behalf of Customer. If you or Customer do not agree with this Agreement, please refrain from accepting this Agreement and from using the Services.

Any capitalized terms not defined throughout the Agreement will have the meaning given to them in Section 17 (Definitions).

1. Introduction; Scope. This Agreement only applies to your (as End User) and Customer’s use of Services provided under this Agreement. Any other use of the Services by Customer or End Users not provided under this Agreement will be governed by its applicable terms.

   
   

2. Services.

   2.1 Provision of Services. During the Term, Clibrain will provide the Services in accordance with this Agreement and the Order Form, if any. Customers must enter into both this Agreement (and, where applicable an Order Form) for Clibrain to provide the Services.

   2.2 Use of Services. During the Term, Customer will use the Services in accordance with this Agreement and the Order Form, if any. Customer’s use of the Services may include integrating the Services into Customer Applications and making available Customer Applications to End Users, provided that Customer Applications have material value independent of the Services. Customer will ensure that Customer’s and End User’s use of the Services complies with this Agreement. Customer will not resell, sublicense, transfer or distribute the Services, except as expressly allowed and strictly necessary to make available Customer Applications. Customer will comply with all applicable trade laws, including sanctions and export control laws.

   2.3 Account. Customer must have an account to use the Services. Customer is solely responsible for all activities that occur under its account, including using, managing and protecting the account, including its security, both by Customer and End Users. Customer will not (i) disclose or otherwise share account access credentials with unauthorized third parties, (ii) share individual login credentials between multiple users on an account, or (iii) resell or lease access to its account. Customer will (a) promptly notify Clibrain if it becomes aware of any unauthorized access to or use of Customer’s account or the Services and (b)  use commercially reasonable efforts to prevent and terminate such unauthorized access to our ose.  

   2.4 Consents. Customer is solely responsible for obtaining any consents or providing notices required (i) for Customer or End Uses to use the Services, (ii) for Customer’s provision of Input or Customer Data to Clibrain, and (iii) for Clibrain to provide the Services, including using Inputs and processing Customer Data.

   
   

3. Use Restrictions; Acceptable Use Policy. Customer will access to or use the Services, and will ensure that End Users also access to or use the Services, in accordance with the Acceptable Use Policy. Clibrain may suspend Customer’s and End Users’ access to and use of the Services if Clibrain becomes aware or has reasonable grounds to believe that Customer or End Users are using the Services against or in breach of the Acceptable Use Policy or this Agreement. 

   
   

4. Payment Terms.

   4.1 Fees. Clibrain will invoice Customer for the Fees in accordance with the appropriate pricing tier selected by Customer, and Customer will pay Clibrain all invoices within 60 days after the invoice date, unless otherwise agreed in an Order Form(“Payment Due Date”). Payments are nonrefundable except as provided in this Agreement or an Order Form.

   4.2 Taxes. Customer is responsible for any taxes and will pay invoiced amounts without any deduction, withholding or other reduction to account for taxes, unless Customer provides Clibrain with a valid tax exemption certificate for such taxes. 

   4.3 Overdue Payments.  If Customer’s payment is overdue:

   4.3.1 Clibrain may charge interest on overdue amounts at the highest rate permitted by law until the payment is paid in full;

   4.3.2 Customer is responsible for all commercially reasonable expenses (including legal fees) incurred by Clibrain in collecting unpaid or overdue amounts, except where these unpaid or overdue amounts are due to billing inaccuracies attributable to Clibrain; and

   4.3.3 Clibrain may suspend Customer’s and End Users’ access to and use of the Services or, if Customer’s payment is overdue for more than 30 days after the Payment Due Date, terminate the affected Order Form or this Agreement.

   4.4 Disputes. Customer may dispute invoiced amounts if Customer believes in good faith that Fees were inaccurately invoiced (an “Invoice Dispute”). Clibrain will review in good faith all Invoice Disputes. If an Invoice Dispute is submitted before the Payment Due Date, then (i) Customer may only pay the amounts not subject to the Invoice Dispute; and (b) the rest of unpaid Fees will be paid after Clibrain’s resolution of Customer’s Invoice Dispute. If Customer pays Fees that were incorrectly invoiced, Clibrain will not issue a corrected invoice, but instead will issue a credit equal to the agreed amount to be used in future invoices until the credit is expired. 

   4.5 Free Trial. If available, Customer may use the Services for free for a fixed and predefined period before converting into a paying customer (“Free Trial”), as allowed by Clibrain. Customer may be required to enter payment information to proceed with the Free Trial, but no Fees will be accrued until the Free Trial has ended. On the last day of the Free Trial, Customer will convert into a paying customer under one of the pricing plans then-available. Customer acknowledges that Fees will be accrued after termination or expiration of the Free Trial. To the maximum extent permitted by applicable law, during the Free Trial:

   4.5.1 Section 13.1 (Clibrain’s Indemnity Obligations) will not apply;

   4.5.2 Customer will not use the Services with Personal Data and the Data Processing Addendum will not apply; and

   4.5.3Notwithstanding Section 14.3 (Unlimited Liabilities), Clibrain’s total aggregate liability arising out of or relating to this Agreement during the Free Trial will be limited to 500 EUR.

5. Customer Content; Intellectual Property. 

   5.1 Background IP. Except as expressly stated otherwise, this Agreement does not grant either party any rights, implied or otherwise, to the other party’s content or assets. In particular, Clibrain retains all Intellectual Property Rights in the Services and the Clibrain Technology, and Customer retains all Intellectual Property Rights in the Customer Data, Customer Applications and Inputs. 

   5.2 Customer Content. Customers and End Users may provide inputs to the Services, such as text, instructions, prompts and other content (“Input”), and receive text, predictions, recommendations and other content from the Services (“Output”). To the extent permitted by applicable law, Customer owns all rights, title and interest, if any, in and to the Customer Content. Customer acknowledges that due to the nature of artificial intelligence services such as the Services, Customer Outputs may not be unique and may be substantially similar to outputs received by other customers or users. Content received from the Services by other customers or users are not Output as defined in this Agreement, regardless of the similarity, and this Agreement does not apply to such other content. 

   5.3 Use of Customer Content. 

   5.3.1. By Customer. Customer is solely responsible for 

(i) Inputs, hereby representing and warranting that Customer has all rights, licenses and permissions required to provide Inputs to Clibrain or Clibrain Affiliates via the Services; and 

(ii) use of Outputs and evaluation of accuracy and appropriateness of such Outputs, taking into consideration that artificial intelligence services, including the Services, are rapidly evolving and therefore Outputs may be inaccurate, incomplete or otherwise inappropriate. Consequently, Customer acknowledges that use of Outputs requires Customer’s control and supervision, including human review as appropriate. 

5.3.2By Clibrain. Clibrain will only use Customer Content to provide the Services to Customer and will not use it for any other purposes, including that Clibrain will not use Customer Content to train machine learning models, unless expressly permitted by Customer.

5.4. Licenses. 

(i) Clibrain grants a limited, non-exclusive, non-sublicensable, non-transferable license during the Term for Customer to use the Services as described in this Agreement. Clibrain hereby assigns Customer all rights, title and interest, if any, in and to the Outputs. 

(ii) Customer grants a limited, non-exclusive, worldwide, fully paid-up license for Clibrain to use Customer Content and Customer Data to provide the Services to Customer.

5.5. Brand Assets. Customer may publicly state that it is a Clibrain customer and display Clibrain’s Brand Assets only for such purposes. Customer hereby authorizes Clibrain to use Customer’s Brand Assets to showcase Customer as Clibrain’s customer of the Services, including to include Customer Brand Assets in marketing and promotional materials, including slides, websites, videos, case studies, presentations and public lists of customers. All goodwill arising from the use by a party of the other party’s Brand Assets  will inure to the benefit and belong to the right holder of the Brand Asset.   

5.6. Feedback. At its option, Customer may provide feedback and suggestions about the Services to Clibrain. If so, Clibrain and its Affiliates may use such feedback freely, without restriction or compensation and without obligation to Customer. For clarity, Customer Content does not qualify as feedback, unless expressly stated otherwise by Customer. 

6. Customer Data; Privacy. 

   6.1. Customer Data. If Customer Data includes Personal Data, (i) Customer will process Customer Personal Data in accordance with applicable laws and (ii) the Data Processing Addendum will apply between Customer and Clibrain.

   6.2. Use of Customer Data. Clibrain will only use Customer Data to provide the Services in accordance with this Agreement and the Data Processing Addendum and will not use it for any other purposes. Clibrain will implement technical and organizational security measures to prevent accidental or unlawful loss, access, or disclosure of Customer Data.

   6.3. HIPAA. Customer will not use the Services to create, receive, maintain, transmit or otherwise process any information that includes or constitutes “Protected Health Information” as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103), unless Customer has first entered into the appropriate addenda with agreements or addenda.

7. Third Party Offerings. When using the Services, Customer may have access to or engage with Third Party Offerings. If Customer uses or accesses Third Party Offerings (including by making it available via a Customer Application), Customer understands and accepts that access to or use of Third Party Offerings may be subject to additional terms different to this Agreement. Customer is solely responsible for reviewing any Third Party Offering terms. 

8. Confidentiality. 

   1. Confidential Information. “Confidential Information” means information that one party discloses (“Discloser”) to the other party (“Recipient”) under this Agreement and that is marked as confidential or would normally be considered confidential information according to its nature and under the circumstances it was disclosed. It does not include information that is (i) independently developed by the Recipient, (ii) is rightfully given to the Recipient by a third party without confidentiality obligations, or (iii) becomes public through no fault of the Recipient. For clarity, Customer Content is Confidential Information.

   2. Protection of Confidential Information. The Recipient will only use the Discloser’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement, and will use reasonable care to protect the Discloser’s Confidential Information against unauthorized use or disclosure. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (i) to the Recipient’s Affiliates, employees, agents, subcontractors, or professional advisors who have a need to know it and who are bound by confidentiality obligations at least as protective as those in this Confidentiality section; (ii) with the Discloser’s written consent; or (iii) if required by law, provided that Recipient will try to redirect the request to the Discloser and use reasonable efforts to notify the Discloser in advance, unless prohibited. 

   3. Duration of Confidentiality. The confidentiality obligations in this section will last during the Term and for five years following termination or expiration of this Agreement, except that for Confidential Information relating to any product roadmap(s), source code, technical infrastructure security, trade secrets, or compliance documentation, such obligations will survive termination or expiration of this Agreement perpetually or for the maximum duration under applicable law.  

9. Publicity. Subject to section 5.5 (Brand Assets), the parties will not make any public statement or communication regarding this Agreement without the prior written consent of the other party. If the parties wish to make a public announcement regarding this Agreement, they will work together in good faith to decide the content and timing of such announcement.

10. Term and Termination. 

    1. Term. This Agreement will be in effect starting from the Effective Date and will remain in effect until earlier terminated in accordance with the termination provisions in this Agreement (“Term”). 

    2. Termination for Convenience.  Subject to any commitments on the duration of the Services, Customer may (i) stop using the Services at any time and (ii) terminate this Agreement for convenience at any time with 30 days prior written notice to Clibrain.

    3. Termination for Breach. In addition to any other specific termination or suspension rights in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if:

1. the other party is in material breach of this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice of the breach; or

2. the other party ceases its business operations or becomes subject to insolvency proceedings.

In addition, Clibrain may terminate an Order Form or this Agreement or suspend Customer’s or End Users’ access to the Services (a) if required by law or (b) to prevent a security risk or other risk or harm to Clibrain or its Affiliate. Clibrain will use commercially reasonable efforts to keep suspensions under this paragraph as short as possible.

4. Effects of Termination. Upon termination of this Agreement:

1. All Order Forms, if any, will also automatically terminate;

2. Customer’s and End Users’ access to the Services will be removed;

3. Customer will pay any applicable Fees for used and unpaid Services up to the termination date, if any; and

4. Clibrain will delete all Customer Content within 90 days, unless legally required to store it.

5. Survival. The following provisions will survive any termination of this Agreement: Sections 3 (Use Restrictions; Acceptable Use Policy), 8.3 (Duration of Confidentiality), 10.4 (Effect of Termination), 13 (Indemnity), 14 (Liability), 16.2 (Interpretation), 16.3 (Notices), 16.8 (No Waiver), 16.9 (Severability), 10.5 (Survival) and 16.12 (Governing Law; Disputes).

11. Representations and Warranties. Each party represents and warrants that it has full legal authority to enter into this Agreement.

12. Disclaimer. Except as expressly provided for in the Agreement or not permissible under applicable law (i) Customer acknowledges that the Services are provided “as-is”; (ii) Clibrain does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, noninfringement, or error-free or uninterrupted use of the Services and (b) any representations about the completeness, quality, security, accuracy or availability of content or information accessible through the Services; and (iii) Clibrain does not warrant that operation of the Services will be error-free or uninterrupted.

13. Indemnity. 

    1. Clibrain’s Indemnity Obligations.  Subject to Sections 13.3 (Exclusions) and 13.4 (Procedure), Clibrain will defend and indemnify Customer for any settlement amounts approved by Clibrain and damages finally awarded against Customer by a court of competent jurisdiction in a legal proceeding filed by an unaffiliated third party, to the extent arising from a a third party claim alleging that Customer’s use of the Services in accordance with this Agreement infringes any third party Intellectual Property Rights. If Clibrain considers that all or part of the Services are likely to become subject to any infringement claim, Clibrain may, in its sole discretion, (i) procure, at Clibrain’s expense, the right for Customer to continue using the Services in accordance with this Agreement, (ii) replace or modify the allegedly infringing Service so it is no longer infringing with a similar service or functionality, or (iii) if (i) and (ii) are not commercially practicable, suspend the Services or terminate this Agreement upon written notice and refund any prepaid amounts for unused Services. 

    2. Customer’s Indemnity Obligations. Subject to Sections 13.3 (Exclusions) and 13.4 (Procedure), Customer will defend and indemnify Clibrain for any settlement amounts approved by Customer and damages finally awarded against Clibrain or Clibrain Affiliate by a court of competent jurisdiction in a legal proceeding filed by an unaffiliated third party, to the extent arising from a third party claim related to (i) Customer’s or End User’s use of the Services against or in breach of the Acceptable Use Policy; (ii) Customer Applications, (iii) Customer Data, or (iii) Inputs. 

    3. Exclusions.  Obligations under this Section 13 (Indemnity) will not apply to the extent that (i) the underlying allegation arises from (a) a breach of this Agreement by the non-indemnifying party, (b) fine-tunings, modifications to or combinations of the Services or assets with products, services, software of other assets not provided by Clibrain, or (c) Third Party Offerings; (ii) Customer or End User’s knew or should have reasonably known that the Service or asset was infringing or likely to infringe, or (iii) Customer or End Users disabled, ignored or did not use any relevant filters or features to prevent the infringement.

    4. Procedure. The party seeking indemnity will (i) promptly notify the other party upon becoming aware of any claim giving rise to indemnification, and (ii) allow the indemnifying party sole control of defense and settlement of such claim. However, the party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying party cannot reach any settlement on any claim without prior written consent of the other party, which will not be unreasonably withheld.

    5. Sole Remedies. The remedies in this Section 13 (Indemnity) are the sole and exclusive remedies under the Agreement for any third-party claims alleging that the Services infringe third-party Intellectual Property Rights.

14. Liability. 

    1. Exclusions.  Subject to Section 14.3 (Unlimited Liabilities), neither party will have any liability arising out of or relating to this agreement for:

1. loss of revenues, profits, savings, or goodwill;

2. special, incidental, consequential or other indirect losses (whether or not foreseeable or contemplated by the parties); or

3. exemplary or punitive damages.

2. Limitation of Liability. Subject to Sections 14.1 (Exclusions) and 14.3 (Unlimited Liabilities) and ot the maximum extent permitted by applicable law, each party's total aggregate liability arising out of or relating to this Agreement is limited to the Fees paid by Customer to Clibrain under this Agreement for the Services that gave rise to the liability during the twelve month period before the event giving rise to such liability occurred.

3. Unlimited Liabilities.  Nothing in this Agreement excludes or limits either party’s liability for:

1. death or personal injury resulting from its negligence or the negligence of its employees or agents;

2. its fraud or fraudulent misrepresentation;

3. its obligations under Section 13 (Indemnity);

4. its infringement of the other party’s Intellectual Property Rights; 

5. its payment of the applicable Fees for the Services;

6. gross negligence or willful misconduct; or

7. matters for which liability cannot be excluded or limited under applicable law.

15. Changes. 

    1. Changes to Services. Clibrain may make changes to the Services from time to time, including publishing new features, changing how certain features look or work or discontinuing specific features. Clibrain will make commercially reasonable efforts to inform Customer of material changes to the Services that have a material impact on Customer’s use of the Services.

    2. Discontinuation. Clibrain may, at its sole discretion, discontinue the Services in part or in full. Clibrain will (i) notify Customer before discontinuing any Service,and (ii) refund Customer any prepaid and unused Services, in each case unless Clibrain replaces such discontinued Service with a materially similar service or functionality. Nothing in this section limits Clibrain’s ability to make changes required to comply with applicable law, address a security risk or avoid substantial economic or technical burden. 

    3. Changes to Prices. Clibrain may make changes to Prices at any time by updating the public URL describing the pricing for the Services. Clibrain will make commercially reasonable efforts to notify Customer of changes to price. Unless otherwise agreed, any Price change will become effective 30 days after Clibrain updates the pricing URL or after Clibrain informs Customer of the price change, whatever happens first. Price changes due to legal reasons will become effective immediately. If Clibrain and Customer entered into an Order Form with a commitment to keep a fixed Price during a certain time, the Price change will  become effective on renewal of such order term. Any additional purchases of Services made after a Price change takes effect will be subject to the then-current Price. 

    4. Changes to the Agreement. Clibrain may update this Agreement from time to time by providing Customer with prior notice, including by posting the updated version of the Agreement online. If the changes to the Agreement materially impact Customer’s rights or obligations at Clibrain’s sole discretion, Clibrain will provide 30 days prior notice before such material changes become, except that changes to the Data Processing Addendum and changes made to comply with applicable law will be effective immediately. Any other changes will become effective on the date Clibrain posts the updated version of the Agreement. If Customer does not agree with the updated Agreement, Customer may stop using the Services or terminate this Agreement for convenience in accordance with Section 10.2 (Termination for Convenience). Customer’s continued use of the Services after such material updates will constitute Customer’s acceptance of such changes. 

16. Miscellaneous.

    1. Entire Agreement.  This Agreement (i) incorporates by reference any Order Forms, exhibits, appendixes, attachments to this Agreement, executed addenda and any guidelines, policies and terms that apply to the Services, as applicable, as well as the Data Processing Addendum; (ii) sets out all terms agreed between the parties in relation to its subject matter; and (iii) terminates and replaces all prior and contemporaneous representations, discussions, negotiations and agreements between the parties, whether written or oral, relating to such subject matter of this Agreement.

    2. Interpretation.  If there is a conflict involving the parts or documents that make up this Agreement, they will govern as follows (from most prevailing to least prevailing): (i) Order Forms, (ii) addenda (as applicable); (iii) schedule(s); (iv) any guidelines, policies and terms that apply to the Services, and (iv) the body of this Agreement.

    3. Notices.  Notices regarding compliance by either party with this Agreement, including notices related to termination or breach, must be sent via email, in writing, and addressed to the other party’s Legal Department. Clibrain’s address for legal notices is legal@clibrain.com. All other notices must be in writing, and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

    4. Assignment. Neither party may assign any part of this Agreement without the written consent of the other party, except (i) to an Affiliate, (ii) in connection with a merger, reorganization, consolidation or change of control, or (iii) to a third party purchasing all or parts of the assigning party’s equity, business or assets, in each case provided that (a) the assignee has agreed in writing to be bound by the terms of this Agreement, and (b) the assigning party has notified the other party of the assignment. If Customer is the assigning party and the assignee’s principal place of business is in a different country than that of Customer, Customer will need Clibrain’s prior written consent before the assignment.

    5. Change of Control.  If a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) other than in the context of an internal restructuring or reorganization: (a) the party undergoing the change of control will give written notice to the other party within 30 days of the change of control; and (b) when the party undergoing the change of control is Customer, Clibrain reserves the right to immediately terminate this Agreement within 30 days after it receives that written notice.

    6. Force Majeure. Except for payment of Fees obligations, neither party will be liable for failure or delay in its performance of this Agreement to the extent caused by force majeure events or circumstances that are beyond its reasonable control.

    7. No Waiver.  Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

    8. Severability.  If any term (or part of a term) of this Agreement is deemed invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.

    9. Relationship between the Parties.  Clibrain and Customer are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency or other similar relationship between Clibrain and Customer.

    10. No Third Party Beneficiaries.  There are no intended third party beneficiaries to this Agreement.

    11. Equitable Relief.  Nothing in this Agreement will limit either party’s ability to seek injunctive or equitable relief, including to stop unauthorized access to or use of the Services or infringement of Intellectual Property Rights.

    12. Governing Law; Disputes. 

        1. Governing Law. This Agreement will be interpreted and construed in accordance with the laws of Spain. 

        2. Disputes. The parties will use commercially reasonable efforts to address and resolve any disputes amicably and informally before taking the dispute to arbitration. If the dispute is not resolved within 60 days after notification, either party will be entitled to initiate arbitration as follows. To the maximum extent permitted by applicable law, any disputes arising out of this Agreement that have not been resolved amicably will be referred to and finally resolved by arbitration under the rules of the Court of Arbitration of Madrid, which rules are deemed to be incorporated by reference into this section. The arbitration will be conducted in Spain and in Spanish language. 

17. Definitions.

• “Affiliates” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

• “Acceptable Use Policy” means the policy established in Annex 1 (Acceptable Use Policy).

• “Brand Assets” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand assets or features of each party.

• “Clibrain Technology” means all tools, software (excluding open-source software), code, models, algorithms, materials, documentation and other technology developed by Clibrain to (i) provide the Services or (ii) in connection with the Services.

• “Control” means control of greater than 50% of the voting rights or equity interests of a party.

• “Customer Application” means a program, software, product, service or application developed by Customer by using the Services.

• “Customer Content” means, collectively, Inputs and Outputs.

• “Customer Data” means data provided to Clibrain by Customer or End Users through their use of the Services.

• “End User” means the individuals who Customer allows to use the Services or Customer Applications, which may include Customer’s and Customer’s Affiliate’s employees and other third parties authorized by Customer.

• “Fees” means the applicable amount to be invoiced by Clibrain to Customer for Customer’s or End Users’ use of the Service in relation to Customer’s account, calculated in accordance with the Price and the Order Form.

• “Including” means including but not limited to.

• “Intellectual Property Rights” means all patent rights, copyrights, author rights, trademark rights, rights in trade secrets, design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered).

• “Order Form” means the ordering document issued by Clibrain by means of which Customer orders the Services from Clibrain. 

• “Personal Data” has the meaning given to it in the Data Processing Addendum.

• “Price” means the then-current price stated on the relevant public URL describing the pricing for the applicable Services, unless otherwise agreed by the parties in an Order Form.

• “Services” means the Text API and/or the Audio API, as applicable to each Customer. 

• “Third Party Offerings” means any products, services or content offered by third parties that Customer can access to or engage with through its use of the Services. 

Annex 1

Acceptable Use Policy

Access to and use of the Services by Customer and End Users is subject to this Acceptable Use Policy, aimed at ensuring that Customers use Clibrain’s Services safely and responsibly for good. 

Customer will not, and will ensure that End Users don’t, use the Services:

1. in any way that infringes or otherwise promotes or causes others to infringe any applicable laws or Clibrain terms or policies, including on privacy and data protection, child sexual exploitation, child abuse, terrorism, violance, defamation, phising or other intellectual property rights violations;

2. for adult entertainment or content, including pornography or other services or content that promote sexual activities;

3. to distribute malware or any other viruses designed to disrupt, damage or gain unauthorized access to a computer system;

4. to disable, interfere or circumvent any aspect of the Services;

5. to generate, distribute, publish or facilitate (i) unsolicited mass email, promotion or advertisements or (ii) hateful, harassing or violent content;

6. to engage in any conduct that may interfere with the Service’s security;

7. to copy, modify, create a derivative work of, reverse engineer, reverse assemble, reverse compile, decompile, translate, disassemble, or otherwise attempt to extract or discover any of the source code or underlying components of the Services or Clibrain Technology (except to the extent such restriction is expressly prohibited by applicable law);

8. to develop machine learning and/or artificial intelligence models or related technology that may compete in any way with Clibrain’s or Clibrain’s Affiliates’ products or services;

9. to extract data from the Services other than as expressly permitted;

10. for activities with potential for high risk harm, including scams, pyramid schemes, plagiarism, fake news or disinformation;

11. To fully replace advice generally provided by qualified or registered advisors or professionals including financial advisors, architects, lawyers and doctors, phycologists and any other healthcare professionals. If Customer or End Users use the Services in connection with financial, legal and healthcare activities, Customer must apply reasonable care and judgment and must include, and ensure that End Users include, appropriate disclaimers informing that artificial intelligence is being used, in compliance with any applicable transparency obligations;

12. in a any way that infringes or otherwise promotes or causes others to infringe Clibrain’s or third party’s rights;

13. in any way that may damage or otherwise promote or cause others to damage Clibrain’s or third party’s reputation or name, including to impersonate or attempt to impersonate Clibrain or third parties.