Terms of Service
Last updated October 31, 2023
These Terms of Service constitute an agreement (this “Agreement”) by and between Amtolit Inc.(“Amto AI,”, "the Provider”, “we”, “us,” or “our”), and the corporation, LLC, partnership, sole proprietorship, individual, or other business entity executing this Agreement (“Subscriber”, or “you”). This Agreement is effective as of the date the Subscriber clicks “Accepted and Agreed To” (the “Effective Date”).
This Agreement outlines the terms and conditions governing a Subscriber's use of the Provider's application and related Services ("SAAS"), including any additional services mentioned that may be provided by Amto AI to the Subscriber. By agreeing to this agreement, the Subscriber acknowledges and accepts the binding nature of these terms.
The following capitalized terms will have the following meanings whenever used in this Agreement.
- "AI" stands for artificial intelligence.
- "Amto AI Platform" encompasses our website, www.amto.ai, in addition to our products, including Amto ContractIQ Office Add-in, AmtoComply, AmtoSecure, services, applications, platform, or any other artificial intelligence (AI) service or platform that explicitly references these terms of service.
- "API" stands for application programming interface.
- "Documentation" refers to any proprietary materials, documents, or other information that Amto AI provides or offers to the Subscriber concerning the utilization of the Amto AI Services, as described in paragraph 2.1.
- "Natural Language AI Models" pertain to the Anthropic, Google's Bard, and OpenAI APIs, along with the associated AI models that Amto AI currently employs for processing Subscriber Content.
- "Order" signifies a request for or directive to access the Amto AI Platform, including any such request or directive for "tailored services," as defined in paragraph 2.1, which is mutually executed and references these Terms of Service.
- "Subscriber" will also include any individual who employs, visits, uses, or registers on the Amto AI Platform, whether either on behalf of the Subscriber or through the Subscriber's account or login credentials, whether such usage is duly authorized or not.
- "Subscriber Content" encompasses all information, data, or files accumulated, processed, and/or retained by Amto AI, as defined in paragraph 4.1.
2. DESCRIPTION OF THE SERVICES
General Amto AI's Services encompass a wide array of software-as-a-service applications or other services that enable the Subscribers to access specific features and functions through a unique email, a web interface, or a Microsoft Word Add-in. These applications primarily leverage Natural Language AI Models to draft, search, summarize, suggest, and modify legal texts.
- Amto AI's Standard Services
- Amto AI's Tailored Services
The Tailor Made Services are designed to provide you with customized results and suggestions after analyzing your own documents.
In relation to Tailor Made Services:
- Amto AI will not provide Tailor Made Services unless explicitly requested by you.
- To facilitate the Tailor Made Services, you will be required to grant Amto AI access to your text and documents. This access will be used exclusively by Amto AI to enhance the standard Services for your benefit. No other users will be granted access to the Tailor Made Services provided to you.
- Following Amto AI's enhancement of the Services, the documents you provide will not be stored or used by Amto AI.
- It is important to clarify that, except for the creation of Tailor Made Services, Amto AI will not be granted any intellectual property rights in the documents shared by you. These documents are provided solely for the limited use by Amto AI to create the Tailor Made Services.
While Amto AI aims to ensure the search results or any content generated, displayed, or suggested through the Services are usable in accordance with its respective instructions from the Subscribers, Amto AI shall not assume any responsibility for the same. This includes, but is not limited to, responsibility for its integrity, accuracy, and reliability.
- It infringes any intellectual property right of a third party.
- It requires the distribution to the public or public access to your (or any third party's) source documents or any of your software and products.
- It restricts your ability to charge for the distribution or use of your (or any third party's) source documents or software and products.
- It causes any damage to or imposes any liability on you or any third party.
We strongly recommend that you carefully review the results and generated text you intend to use before incorporating it into your work.
Rights to the Service. Subject to the terms and conditions of this Agreement, Amto AI hereby grants Subscriber a non-exclusive, non-transferable, worldwide right during the Term to access the Service and permit the number of individual users and number of documents specified in the Order to use the Service solely for the internal purpose of managing Subscriber’s own documents up to the limits set forth in the applicable Order (“Authorized Users”).
Updates. At no charge to the Subscriber, Amto AI shall install on its servers any software updates deemed reasonably necessary to address errors, bugs or other performance issues in the Service (collectively, “Updates”). Updates (if any) shall be subject to the same terms and conditions of this Agreement.
Restrictions and Conditions. Subscriber, either directly or indirectly, and through its Authorized Users, employees, or the services of independent contractors, is prohibited from:
- Commercial Transfer: Attempting to sell, transfer, assign, rent, lend, lease, sublicense, or in any way provide the benefits of the Service to third parties.
- Unauthorized Usage: Engaging in activities such as "framing," "mirroring," copying, or any other action that enables third parties to use the Service (or any of its components) as a service bureau or any outsourced service.
- Impersonation: Allowing multiple individuals to access the Service while impersonating a single end user.
- Disruptive Usage: Using the Service in a manner that interferes with, degrades, or disrupts the integrity or performance of any Amto AI technologies, services, systems, or other offerings, including data transmission, storage, and backup.
- Competing Products or Services: Utilizing the Service for the development of a product or service that competes with Amto AI's online products and services.
- Security Features: Circumventing or disabling any security features or functionality associated with the Service.
- Unauthorized Access: Accessing the Service or associated data through web scraping or any undisclosed process or API.
- Legal Compliance: Using the Service in any manner that is in violation of applicable laws.
It is important to note that all rights not explicitly granted to the Subscriber are retained by Amto AI, its suppliers, and licensors.
3. SUBSCRIBER OBLIGATIONS
Fees and Payment Terms. In consideration of the rights granted herein, the Subscriber shall pay Amto AI the amounts agreed between the parties (“Fees”).
- Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to Subscriber’s execution of this Agreement or use of the Service (collectively, “Sales Taxes”). Subscriber shall be solely responsible for the payment of any Sales Taxes. In the event Amto AI is required to pay Sales Taxes on the Subscriber’s behalf, the Subscriber shall promptly reimburse Amto AI for all amounts paid.
- All amounts shall be paid to Amto AI within thirty (30) days of receipt of an undisputed invoice. An invoice shall be deemed undisputed if, within such thirty (30) day period, Subscriber fails to notify Amto AI in writing of any disputed amounts.
- Fees not paid when due shall be subject to a late fee equal to one and one half percent (1.5%) of the unpaid balance per month or the highest monthly rate permitted by applicable law. Amto AI further reserves (among other rights and remedies) the right to suspend access to the Service. Amounts payable to Amto AI shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation, which reactivation is at the sole discretion of Amto AI.
- All prices and other payment terms are confidential information of Amto AI and Subscriber agrees not to disclose such information to any third party throughout the Term and for three (3) years thereafter.
- Except as otherwise specified in this Agreement, fees are based on services purchased and not actual usage, payment obligations are non-cancelable, fees paid are non-refundable, and the scope of the subscription cannot be decreased during the relevant subscription term.
- Publicity. The Subscriber hereby grants permission for the inclusion of their name, logo, or the name of the corporation, LLC, partnership, sole proprietorship, university, or any other affiliated association in which the Subscriber holds a connection, representation, membership, affiliation, enrollment, or employment, on Amto AI's website, as well as in marketing and promotional materials.
- Compliance with Laws. Amto AI software and Services are of U.S. origin. Subscriber shall adhere to all applicable state, federal, local, and international laws and treaties in all jurisdictions where Subscriber uses the Service, including all end-user, end-use, and destination restrictions issued by U.S. and other governments and the U.S. Export Administration Act and its associated regulations. Subscriber will not upload any data or information to the Service for which Subscriber does not have full and unrestricted rights. Notwithstanding anything to the contrary in this Agreement or any other agreement between the parties, Subscriber will not upload any data or information that is subject to government regulation, including, without limitation, protected health information regulated under the Health Insurance Portability and Accountability Act of 1996 or sensitive financial information regulated under the Gramm-Leach-Bliley Act of 1999.
4. OWNERSHIP AND PROTECTION OF DATA
- Subscriber Content. As between the parties, all documents uploaded by the Subscriber or its users to the Service are owned by the Subscriber (“Subscriber Content”). Amto AI shall treat such Subscriber Content as confidential and will not disclose the Subscriber Content, other than to employees, authorized and vetted contractors, and cloud hosting providers on a need-to-know basis under obligations of confidentiality and security.
- Data Privacy and Security. Amto AI will maintain reasonable administrative, technical, and physical safeguards to protect any (a) Subscriber Content and (b) any personally identifiable information processed, stored, collected or transmitted by Amto AI (“PII”). Amto AI will, on an ongoing basis, ensure that its information security program and safeguards and it privacy practices are designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality and integrity of Subscriber Content and any PII. A copy of Amto AI’s current security policy is available upon request to paid Subscribers.
- License to Subscriber Content. Subscriber hereby grants to Amto AI a non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer, and display the Subscriber Content solely for the purpose of providing the Service to Subscriber. Notwithstanding the foregoing, Amto AI may use or disclose aggregated and fully anonymized Subscriber Content for the purposes of improving and extending the Service, including but not limited to, increasing the accuracy of machine learning classification models, both during and after the term of this Agreement.
- Return of Data. If requested by the Subscriber within thirty (30) days of the expiration or termination of this Agreement, Amto AI shall make available to the Subscriber all Subscriber Content stored within the Service at the time of expiration or termination. Thirty (30) days after termination, Amto AI shall have no further obligation to Subscriber and may, at its option, permanently delete or destroy the Service and all information and materials contained therein.
5. TERM AND TERMINATION
- Term. Unless otherwise specified in the Order, the initial term of this Agreement will begin on the Effective Date and shall continue thereafter until the End Date specified in the Order (the “Initial Term”), and shall thereafter automatically renew for additional periods of one (1) year unless either party provides written notice of its intention not to renew to the other party at least sixty (60) days prior to expiration of the current term (each a “Renewal Term,” and collectively together with the Initial Term, the “Term”). If no End Date is specified in the Order, the End Date will be one year from the Effective Date of this Agreement.
- Termination. Either party may terminate this Agreement if the other party materially breaches this Agreement and such breach has not been cured within thirty (30) days of providing notice thereof. Subscriber may terminate this Agreement or any Order or subscription hereunder for any reason or for no reason by giving two weeks prior written notice to Amto AI, provided. However that if Subscriber terminates this Agreement or an applicable Order or subscription for convenience under this Section, Subscriber shall remain obligated to pay all fees owed for the remainder of the agreed upon subscription term, all of which fees shall become immediately due and payable in full.
- Effect of Termination. Upon expiration or termination for any reason, the Subscriber shall discontinue all use of the Service, and return any and all software and documentation provided to the Subscriber by Amto AI.
- Subscriber. Subscriber shall indemnify and hold Amto AI, its suppliers, and licensors harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a claim which, if true, would constitute a breach of Subscriber’s obligations under Section 2.4 or 3 of this Agreement. In the event Amto AI is required to seek legal remedies to enforce collection of any amounts due under this Agreement, Subscriber agrees to reimburse for all additional costs associated with collection of that past due amount, including reimbursement of collection and attorney’s fees.
- Amto AI. Amto AI shall indemnify and hold Subscriber harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out a third-party claim that the Service infringes or misappropriates any U.S. patents issued as of the Effective Date or any copyright or trade secret of any third party during the term of this Agreement. Amto AI shall have no indemnification obligation, and Subscriber shall indemnify Amto AI pursuant to this Agreement, for claims of infringement arising from the combination of Service with any unique aspects of Subscriber’s business, for instance Subscriber’s content, products, services, hardware or business processes, or for any use of the Service or any Amto AI software not expressly authorized herein.
- Process. A party seeking indemnification hereunder shall promptly notify in writing the other party of any claim for which defense and indemnification is sought. Each party agrees that it will not, without the other’s prior written consent, enter into any settlement or compromise of any claim that: (a) results, or creates a likelihood of a result, that in any way diminishes or impairs any right or defense that would otherwise exist absent such settlement or compromise; or (b) constitutes or includes an admission of liability, fault, negligence or wrongdoing on the part of the other party. Each indemnifying party has the sole right to control the defense of any claim for which it is providing indemnification hereunder with counsel mutually acceptable to the parties. The indemnified party may, at its own expense, participate in the defense of any such claim.
7. WARRANTY/ LIABILITY/ TOTAL LIABILITY
Mutual Warranties. Each party represents and warrants to the other that it is duly authorized to execute this Agreement and perform the obligations set forth herein.
- Disclaimer. THE SERVICE AND ANY AMTO AI TRAINING, INSTRUCTION AND SUPPORT OR OTHER SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, “SERVICES”) ARE PROVIDED STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY RESULTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY AMTO AI, ITS SUPPLIERS AND ITS LICENSORS.
- Subscriber. ACKNOWLEDGES AND AGREES THAT SERVICE MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS. Subscriber ACKNOWLEDGES AND AGREES THAT THE SERVICE USES MACHINE LEARNING MODELS AND THAT THESE EXHIBIT VARYING DEGREES OF ACCURACY IN PRODUCING RESULTS. Amto AI IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND Amto AI’S REASONABLE CONTROL, WITHOUT REGARD TO WHETHER SUCH EVENTS ARE REASONABLY FORESEEABLE BY Amto AI.
- Limitation. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS OR VIOLATIONS BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S EXCLUSIVE REMEDY AND THE OTHER PARTY’S, ITS SUPPLIERS’ AND LICENSORS’ TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED, UP TO THE AGGREGATE AMOUNTS PAID OR PAYABLE BY Subscriber HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEEDING THE APPLICABLE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES.
Exclusion of Certain Damages and Limitations of Types of
Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR
LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT
MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE.
THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN
THE EVENT OF STRICT OR PRODUCT LIABILITY.
Subscriber acknowledges and agrees that Amto AI has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages as provided in paragraph 7 and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Article, Amto AI’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Amto AI’s liability limits and other rights set forth in this provision apply likewise to Amto AI’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
- Interpretation. The limitations in sections 7.3 and 7.4 are independent of each other. The limitation of damages set forth in section 7.3 shall survive any failure of the essential purpose of the limited remedy in section 7.4.
8. NOTICES AND REQUESTS
Either party may give notice to the other party by means of electronic mail to the primary contact designated on the Order or by written communication sent by first class mail or pre-paid post, either of which shall constitute written notice under this Agreement. All additional access licenses purchased by Subscriber during the Term shall be subject to the terms of this Agreement. For clarity, in no event shall any other term or provision of this Agreement be deemed modified, amended or altered as a result of such purchase and all other changes to this Agreement shall be governed by terms of Section 9, below.
9. ADDITIONAL TERMS
Amto AI shall not be bound by any subsequent terms, conditions or other obligations included in any Subscriber purchase order, receipt, acceptance, confirmation or other correspondence from Subscriber unless expressly assented to in writing by Amto AI and counter-signed by its authorized agent. The parties may supplement the terms of this Agreement at any time by signing a written addendum, which shall be deemed incorporated by this reference upon execution. The terms of any addendum shall control any conflicting terms in this Agreement. Unless expressly stated otherwise in an applicable addendum, all addenda shall terminate upon the expiration or termination of this Agreement.
This Agreement shall be governed by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary.
Either party may assign its rights and obligations hereunder to a successor in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets. No joint venture, partnership, employment, agency or exclusive relationship exists between the parties as a result of this Agreement or use of the Service.
The failure of Amto AI to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. All disclaimers, limitations, payment obligations, and restrictions of warranty shall survive termination of this Agreement, as well as the provisions of this “General” section shall survive termination of this Agreement.
If any part of this Agreement is found to be illegal, unenforceable, or invalid, the Subscriber’s right to use the Service will immediately terminate, except for those provisions noted above, which will continue in full force and effect.
This Agreement, together with it’s the following exhibits, comprises the entire agreement between Subscriber and Amto AI and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Except as expressly provided in this Clause, the Force Majeure Event shall not affect any other rights or remedies available to the parties under this Agreement or applicable law.