Efective date: March 1st, 2021
“Activation Link” means the link through which Customer may sign up and make payment in order to receive Services.
“Customer Content” means content, data, and information submitted to the Services by Customer or by a third party on behalf of or for the benefit of Customer, including Customer’s customers and prospective customers and visitors to Customer’s website(s).
“Documentation” means Tayon’s then-current generally available documentation, specifications, user manuals, etc. for the Services, which can be located at https://help.tayon.ai or such other URL as Tayon may provide from time to time, as well as any documentation included in or attached to any Order Form or such other Services-related documents provided to Customer.
“Platform” means Tayon’s proprietary A.I. Chatbot platform.
“Personal Data” means any information relating to an identified or identifiable individual.
“Sensitive Personal Information” means Personal Data subject to specialized security regimes, including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”), and the standards promulgated by the PCI Security Standards Council (“PCI”).
“Services” means Tayon’s products and/or services provided to the Customer.
“Subscription Term” means the term for the Services set forth in the applicable Order Form or Activation Link.
“User” means an individual employee, consultant, contractor, or agent of Customer who has been authorized by Customer to use the Platform on behalf of Customer and its Affiliates.
We reserve the right of terminating Free Accounts, or modify the available services/features, at any time with 30 days notice.
General Commercial Terms
Access – During the term of your Order Form, we will provide you with access to the Services.
Fees and Payment – You agree to pay all applicable fees for the Services as set forth on the invoice unless you provide written notice of a dispute regarding such fees no later than 30 days after the invoice date. Any and all payments you make to us for the Services are final and non-refundable. If we agree to accept your payment via invoice rather than by credit card, full payment must be received within thirty (30) days from the invoice date. We will provide you with notice of non-payment of any undisputed amount due. Unless the full amount not in dispute has been paid, we may suspend your access to the Services thirty (30) days after such notice. We will not suspend access to the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your Services are suspended for non-payment, we may charge a re-activation fee to reinstate your access to the Services.
Subscription Fees and Payment – If you are paying via a credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a PCI-compliant third party to process payments, and consent to the disclosure of your payment information to such third party. If you are paying by invoice, we will invoice you no later than thirty (30) days before the beginning of the Subscription Term and all other times during the Subscription Term when fees are payable.
Availability – Tayon will make commercially reasonable efforts to make the Platform available within the defined uptime percentage of at least 99.5% during the monthly billing period.
Warranties – Tayon represents and warrants that the Services will be provided in a professional and workmanlike manner in accordance with industry standards.
Use and Limitations of Use.
Acceptable Use – You agree to comply with our Acceptable Use Policy.
Prohibited and Unauthorized Use – You agree that you will not, directly or indirectly, (1) make the Services available to, or use the Services for the benefit of, anyone other than yourself or the Users using the Services on your behalf; (2) sell, resell, license, sublicense, distribute, rent, lease the Services, or include any Services in a service bureau or outsourcing offering; (3) use the Services to send SPAM or store or transmit infringing, libelous, or otherwise unlawful, or tortious content, material or data; (4) store or transmit material or data on or through the Services in violation of law or third-party rights, including without limitation privacy rights or any contract to which you are a party; (5) use the Services to store or transmit malicious or disruptive code; (6) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (7) attempt to gain unauthorized access to the Services or its related systems or networks; (8) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (9) copy the Services or any part, feature, function or user interface thereof; (10) frame or mirror any part of any Services, other than framing on your own internal intranets; (11) access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service; (12) modify, translate, or create derivative works based on the Services or any underlying software; (13) decompile, disassemble, decipher or reverse-engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is expressly prohibited by applicable statutory law) or (14) breach Tayon’s Acceptable Use Policy. Tayon may suspend any User’s access to any or all subscription Services without notice in the event of a violation of this Section.
No Sensitive Information – YOU AGREE NOT TO USE THE PLATFORM OR ANY SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. Tayon WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM YOUR USE OF THE PLATFORM OR ANY SERVICES TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.
General Legal Terms
Tayon Proprietary Rights – You acknowledge that we retain all right, title, and interest in the Services, the Platform, our name, logo or other marks (the “Tayon Marks”), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any mark, business name, domain name, or social media account name or handle which incorporates in whole or in part the Tayon Marks. In addition, the information provided by Tayon as part of the provision of the Services is the property of Tayon or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use such information, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
Confidentiality – Each party acknowledges that as a result of the Services provided, such party (the “Receiving Party”) may receive information from the other party (the “Disclosing Party”) that is designated as Confidential Information communicated orally will be considered Confidential Information if the information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. (“Confidential Information”). Your Confidential Information includes, but is not limited to, internal business information, contact information including names and email addresses of clients and prospective clients, and other information about clients and prospective clients. Tayon’s Confidential Information includes, but is not limited to, information Tayon provides in its provision of the Services, its business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Tayon. The Receiving Party acknowledges that the Disclosing Party’s Confidential Information will remain solely the Disclosing Party’s property and proprietary information of the Disclosing Party and that the Receiving Party’s knowledge of the Disclosing Party’s Confidential Information may enable the Receiving Party to cause the Disclosing Party’s irreparable harm upon the unauthorized disclosure of such matters. The Receiving Party covenants and agrees that it will not use or appropriate for its own behalf, or disclose or communicate, directly or indirectly, any of the Disclosing Party’s Confidential Information to any external third-party individual, firm, company, or other entity or person without the Disclosing Party’s prior written consent, except to the extent necessary to perform its obligations under the Agreement.
The Receiving Party shall take all commercially reasonable steps required to protect the Disclosing Party’s Confidential Information from unauthorized disclosure to any third party and shall keep the Confidential Information protected while stored with industry-standard and commercially reasonable measures typically used in similar commercial sectors.
The foregoing obligations of confidentiality do not apply to any information that: (a) is made publicly known without fault of the Receiving Party; (b) is lawfully disclosed to the Receiving Party by a third-party having the right to disclose the information; (c) is produced by the Receiving Party pursuant to legal process, or under a court or government agency order to be produced, provided that the Receiving Party shall promptly notify the Disclosing Party of the request or order so that the Disclosing Party has a timely opportunity to seek a protective order or other appropriate relief; or (d) is developed by the Receiving Party independently of the receipt of the Disclosing Party’s Confidential Information.
The Receiving Party shall, at the Disclosing Party’s option, return or destroy all Confidential Information in Receiving Party’s possession, and all copies thereof, at any time upon the Disclosing Party’s request.
Publicity – You grant us the right to add your name and company logo to our customer list and website.
Disclaimers – EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS”. FURTHER, EXCEPT AS PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. Tayon MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (A) THE SUITABILITY OR COMPLETENESS OF THE SERVICES, (B) THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES, OR (C) THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
Limitation of Liability – EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID TO Tayon IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. Tayon IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ALL THIRD-PARTY PRODUCTS THAT YOU USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES. THIS SECTION DOES NOT APPLY TO A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
Force Majeure – Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Relationship of the Parties – The parties understand and agree that no joint venture, partnership, employment, or agency relationship exists between us.
Compliance with Laws – We will comply with all applicable laws in our provision of the Services and in our processing of Customer Content. You will comply with all applicable laws in your use of the Services, including the collection and compilation of any Personal Data collected or submitted to the Services.
No Waiver – No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy, or of any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.
Notices – Notice to Tayon will be sent to the contact address set forth herein and will be deemed delivered as of the date the notice is actually received. We will send you notices at the address you have provided in your Tayon subscription account information. We may give electronic notices by general notice via the Services or may give electronic notices specific to you by email to your email address(es) on record in our account information for you. You must keep all of your account information current.
No Third-Party Beneficiaries – No person or entity not a party to the Agreement will be a third-party beneficiary.