Credo AI Governance Workshop
Terms of Service
Effective Date: April 01, 2024
In this Terms of Service agreement (“Agreement”) you will be referred to as “Customer”. Credo AI will refer to the company known as Credo.AI Corp.
SERVICES. Credo AI will to provide the AI governance workshop and training services (“Services”), using Credo AI’s own tools and personnel, and performing the Services at a location, place and time that is mutually agreed upon by the parties.
COMPENSATION. In consideration of Credo AI’s performance of the Services, Customer will pay Credo AI the amount(s) expressly agreed to by the parties. Fees are due upon registration and all payments are nonrefundable.
INTELLECTUAL PROPERTY RIGHTS. Credo AI will retain the sole right of ownership in any and all intellectual property created in preparation or performance of the Services. Credo AI hereby grants Customer a perpetual nonexclusive worldwide license to use any materials provided to Customer through the Services for the sole purpose of using the same internally by Customer to educate its employees about AI governance. Any and all commercial or other uses of such licensed materials is strictly prohibited.
VENDOR INFORMATION. You grant Credo AI the limited right and license to use and display Vendor Information as necessary for Credo AI to provide the AI Trust Report in accordance with this Agreement. Subject to the limited license granted here, Credo AI acquires no right, title or ownership interest from You under this Agreement in or to any Vendor Information. Credo AI prohibits you from sharing any personally identifiable information (PII) with Credo AI directly or indirectly, and you will not include any PII in the Vendor Information.
CONFIDENTIAL INFORMATION . “Confidential Information” as used in this Agreement will include all tangible and intangible materials, technical and non-technical information, know-how and data related to the current, future and proposed business, products and services of either party, and its suppliers and customers, and includes, without limitation, information, know-how and data concerning each party’s business and proprietary technology, and Customer’s AI use risk cases as the same are disclosed to Credo AI or to which Credo AI otherwise gains access as a result of performing Services hereunder. Confidential Information does not include information, technical data or know-how which: (i) is in the Receiving Party’s possession at the time of disclosure as shown by such party’s files and records immediately prior to the time of disclosure; (ii) before or after it has been disclosed, enters the public domain, not as a result of any action or inaction of Receiving Party; (iii) is approved for release by written authorization of the Disclosing Party; (iv) is disclosed to receiving Party by a third party not in violation of any obligation of confidentiality; or (v) is independently developed by Receiving Party without reference to Confidential Information. The parties agree not to use the Confidential Information for any purpose except to the extent necessary to fulfill their obligations under this Agreement and agree not to disclose Confidential Information except as expressly granted herein or to those of its employees who have a need to know the Confidential Information; provided, that such employees will be under written contractual obligations consistent with, and no less restrictive than, the terms of this section. Either party may also disclose the other party’s Confidential Information to the extent required by a valid order of a court or other governmental body or by applicable law; provided, that such party provides the other party with reasonable advance notice of such disclosure so that legal action to prevent or limit the scope of such disclosure. The parties will treat Confidential Information with the same degree of care, but no less than reasonable care, as it accords to its own confidential information of a similar nature. The parties agree to advise each other in writing of any misappropriation or misuse of such Confidential Information. Neither party will communicate any information to the other party in violation of the proprietary rights of any third party. The obligations set forth in this Section will survive the expiration of this Agreement for three (3) years, except with respect to any Confidential Information that is characterized as a trade secret under applicable U.S. laws.
LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, and regardless of whether any remedy fails of its essential purpose, in no event will either party or their respective agents, employees, successors, assigns, or affiliates be liable for any special, indirect, incidental, consequential, or punitive damages for any matter arising from or relating to this Agreement and each party’s liability will be limited to the amount of Fees contracted for hereunder.
TERM AND TERMINATION. This Agreement will be in effect as of the Effective Date until completion of the Services. Upon termination of the Agreement Credo AI will deliver to Customer materials related to the Services that are made available to all AI Governance Workshop participants, if any. The terms of Sections entitled ‘Intellectual Property Rights’, ‘Data Privacy’, ‘Confidential Information’, Limitation of Liability’, and ‘General Provisions’ will survive the expiration of this Agreement.
GENERAL PROVISIONS. This Agreement will be governed and construed in accordance with the laws of the State of California. The parties hereby expressly consent to the personal jurisdiction of the state and federal courts located in San Francisco County, California for any lawsuit arising from or related to this Agreement. Each party will comply with all applicable laws and regulations. If any provision contained in this Agreement is held to be invalid, illegal or unenforceable this will not affect any other provisions of this Agreement. No waiver by either party. This Agreement is the complete and exclusive statement of the terms of the agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. No modification of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. The terms of this Agreement will govern all Services performed by Credo AI for Customer.