Terms and Conditions

2.1. Subject to the terms of this Agreement, Privity hereby grants to you a non-exclusive, non-transferable, revocable right to use the Privity Services, and Privity will provide you with access to such Services at its sole discretion.

2.2. The Services may include features that integrate with third-party applications, software, or services ("Third-Party Applications") or otherwise allow the Services to interoperate with such Third-Party Applications ("Integrations"). Privity disclaims any and all liability relating to the availability, functionality, or use of such Third-Party Applications and Integrations.

3.2. You represent, covenant, and warrant that you will use the Services only in compliance with this Agreement and all applicable laws and regulations. Privity has the right, but not the obligation, to monitor your use of the Services and may prohibit any use it reasonably believes may violate the foregoing.

3.3. If you use the Services to process personal data, you must (a) provide legally adequate privacy notices, (b) obtain necessary consents for the processing of personal data via the Services, and (c) process personal data in accordance with applicable laws and regulations.

3.4. You agree to provide accurate and up-to-date account information. You are responsible for safeguarding your login credentials and for all activities that occur under your account. You may not share your account access with third parties or allow multiple users to use a single account. You will promptly notify us of any unauthorized access to or use of your account.

4.1. You may provide input to the Services ("Input") and receive output generated by the Services based on the Input ("Output", together "Customer Content"). You retain all ownership rights in the Input. Privity assigns to you all right, title, and interest it may have in the Output.

4.2. You are responsible for the accuracy, quality, and legality of the Input and your use of the Output. You represent and warrant that you have all necessary rights to provide the Input to the Services and to use the Output. Privity will not be responsible or liable for (i) the Input or other data you provide, or (ii) your use of or reliance on the Output.

4.3. Privity uses Customer Content to provide the Services, including processing Inputs through natural language AI models. In this Agreement, "natural language AI models" refers to neural network machine learning models, such as OpenAI APIs, ChatGPT Enterprise, Claude 3, Mistral Large, Llama 2, and Azure OpenAI Service, used by Privity to process Customer Content. When Privity uses these models, it is subject to the respective service providers' business terms and data processing agreements, which are designed to ensure compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR). For more information about OpenAI's use of Customer Content, please visit https://openai.com/policies/business-terms. While Privity takes all reasonable measures to protect Customer Content and ensure compliance with applicable data protection laws, we cannot accept liability for the actions of third-party AI model providers in their handling of Customer Content.

4.5. Privity does not use Customer Content to train natural language AI models, except as expressly permitted in section 4.6.

4.7. If you provide feedback about the Services ("Feedback"), you grant Privity the right to use the Feedback without restriction or compensation. Privity will not treat Feedback as your confidential information.

5.1. Privity owns and retains all right, title, and interest in and to (a) the Services and Software, including all improvements, enhancements, and modifications thereto, (b) any technology developed in connection with the Services, including Integrations, and (c) all intellectual property rights related to the foregoing.

5.2. This Agreement does not grant you any intellectual property rights in the Services or its components, except for the limited rights necessary for you to use the Services as authorized by this Agreement.

6.1. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") may disclose confidential business, technical, or financial information ("Proprietary Information"). Privity's Proprietary Information includes non-public information about the features, functionality, and performance of the Services. Your Proprietary Information includes Customer Content or other non-public data you provide to enable the Services.

6.4 Privity may disclose the existence of this Agreement and the provision of Services to you on an anonymized basis on its website and marketing materials.

7.1. This Agreement remains in effect as long as you use the Services. Either party may terminate this Agreement and access to the Services at any time with or without cause.

7.2. Upon termination, your right to use the Services will cease immediately. Privity may delete your account and Customer Content after a reasonable period following termination. Privity will not be liable for any costs, expenses, or damages as a result of terminating this Agreement in accordance with its terms.

7.3. The following provisions will survive termination of this Agreement: Article 4 (Customer Content), Article 5 (Proprietary Rights), Article 6 (Confidentiality), Article 8 (Warranty and Disclaimer), Article 9 (Liability and Indemnity), and Article 11 (Miscellaneous).

8.1. THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PRIVITY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

8.2. PRIVITY DOES NOT GUARANTEE THE ACCURACY, RELIABILITY, OR QUALITY OF THE OUTPUT. PRIVITY CANNOT ENSURE THAT CUSTOMER CONTENT WILL REMAIN PRIVATE OR SECURE. PRIVITY DOES NOT REPRESENT THAT THE OUTPUT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. PRIVITY HAS NO CONTROL OVER THE OPERATION OR AVAILABILITY OF THIRD-PARTY AI MODELS USED IN THE SERVICES.

8.3. THE OUTPUT IS INTENDED TO PROVIDE USEFUL INFORMATION BASED ON YOUR INPUT BUT IS NOT FORMAL LEGAL ADVICE. DO NOT RELY ON THE OUTPUT WITHOUT CONSULTING A LICENSED ATTORNEY IN THE RELEVANT JURISDICTION. PRIVITY DISCLAIMS LIABILITY FOR ACTIONS TAKEN OR NOT TAKEN BASED ON THE OUTPUT OR YOUR USE OF THE SERVICES.

8.4. YOU ARE RESPONSIBLE FOR YOUR USE OF THE SERVICES AND ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE OUTPUT. THE SERVICES USE AI MODELS THAT GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. THE OUTPUT SHOULD BE EVALUATED FOR ACCURACY AND REVIEWED BY QUALIFIED PROFESSIONALS AS APPROPRIATE FOR YOUR USE CASE.

9.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PRIVITY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF PRIVITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PRIVITY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100.

9.2. You agree to indemnify, defend, and hold harmless Privity, its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (i) your use of the Services, (ii) your violation of this Agreement, or (iii) your Customer Content.

10.1. Privity will not be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

11.2. Privity reserves the right to investigate and take appropriate action against any violation of this Acceptable Use Policy, including removing content, suspending or terminating access to the Services, and reporting to appropriate authorities.

12.2. Privity reserves the right to remove any shared or published content that violates this policy or to terminate access to the Services for repeated violations.

13.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Miami, Florida, and the arbitrator's decision shall be final and binding. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each party shall have the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of such party's intellectual property rights or other proprietary rights.

14.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

14.2. This Agreement is not assignable or transferable by you without Privity's prior written consent. Privity may freely assign or transfer this Agreement without your consent.

14.3. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and you do not have any authority to bind Privity in any respect whatsoever.

14.4. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. Any modification to this Agreement must be in writing and signed by both parties.

14.5. All notices under this Agreement must be in writing and sent by email or postal mail to the other party's designated address. Notices will be deemed given upon receipt or, if sent by email, upon confirmation of delivery.