Terms of Service

1. Acceptance of Terms

By accessing or using Babou.ai (the "Service"), creating an account, or clicking "I agree," you ("Customer") agree to be bound by these Terms of Service (the "Agreement") with Babou AI, Inc. ("Babou," "Provider," "we," or "us"). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these terms, do not use the Service.

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Service. By using the Service, you represent that you meet this requirement.

Enterprise customers may negotiate separate written agreements with Babou. Where a separate written agreement exists between Customer and Babou, the terms of that agreement will control to the extent of any conflict with this Agreement.

2. The Service

2.1 Access and Use

During your active subscription, you may access and use the Service, and copy and use any included software and documentation solely as needed to access and use the Service, in each case for your internal business purposes.

2.2 Support

During your active subscription, Babou will provide technical support as described on your plan or as otherwise made available through the Service.

2.3 User Accounts

You are responsible for all actions taken under your users' accounts and for all users' compliance with this Agreement. You and your users must protect the confidentiality of passwords and login credentials. You will promptly notify Babou if you suspect or discover any unauthorized access to your accounts or credentials.

2.4 Feedback and Usage Data

You may, but are not required to, provide feedback, suggestions, or comments about the Service ("Feedback"). Feedback is provided "AS IS" and Babou may use all Feedback freely without restriction or obligation. Babou may also collect and analyze data about the provision, use, and performance of the Service ("Usage Data") and may freely use Usage Data to maintain, improve, enhance, and promote its products and services. However, Babou may only disclose Usage Data to others if the data is aggregated and does not identify Customer or its users.

2.5 Customer Content

Babou may copy, display, modify, and use content submitted by or on behalf of Customer or its users to the Service ("Customer Content") only as needed to provide and maintain the Service and related offerings. Customer is responsible for the accuracy and legality of Customer Content.

3. AI Services

3.1 Using AI Services

The Service includes artificial intelligence and machine learning components (the "AI Services"), including underlying models. You may use the AI Services by providing data, information, prompts, or materials ("Input"). The AI Services may generate data, information, or materials in response to Input ("Output"). Babou may copy, display, modify, distribute, and use Input to the extent necessary to provide the AI Services, and you authorize Babou to process Input for all such purposes.

3.2 Ownership of Input and Output

As between the parties, you retain all right, title, and interest in and to all Input, and you own all Output. To the extent permitted by applicable law, Babou hereby assigns to you all right, title, and interest, if any, in and to Output.

3.3 Model Training

By default, Babou may use your Input and Output in aggregated and de-identified form to train and improve the models that power the Service. You may opt out of model training at any time through your account settings. If you opt out, Babou will not use your Input or Output for training purposes going forward. Babou will use commercially reasonable efforts consistent with industry standard technology to de-identify any data used for training. Nothing in this section reduces or limits Babou's obligations regarding Personal Data under applicable data protection laws.

3.4 Non-Training Improvement

Babou may use Input, Output, and Usage Data to provide, maintain, develop, and improve the AI Services, provided that such usage does not constitute model training except to the extent authorized under Section 3.3.

3.5 AI Disclaimers

Due to the nature of artificial intelligence and machine learning, information generated by the AI Services may be incorrect or inaccurate. The AI Services are not human and are not a substitute for human oversight. Output generated by the AI Services may not be protectable as intellectual property. Output may resemble or be duplicative of materials created by the AI Services for other users. Babou does not represent or warrant that Output (a) does not and will not incorporate or reflect the data or materials of others, (b) will not violate or infringe upon the intellectual property or other proprietary rights of another person or entity, or (c) will not be reproduced in the same or similar way for another user of the AI Services.

4. Intellectual Property

4.1 Provider IP

Except for the limited license to use the Service granted in Section 2.1, Babou retains all right, title, and interest in and to the Service, including all software, models, documentation, and related technology, whether developed before or after the date of this Agreement.

4.2 Customer IP

Except for the limited rights granted in Sections 2.5 and 3.3, Customer retains all right, title, and interest in and to Customer Content and Input. Customer owns all Output as described in Section 3.2.

4.3 Rights to Input

Customer represents and warrants that it, all users, and anyone submitting Input or Customer Content each have and will continue to have all rights necessary to submit such content to the Service and to allow its use as described in this Agreement.

5. Restrictions

5.1 Prohibited Conduct

Except as expressly permitted by this Agreement, you will not (and will not allow anyone else to):

• Reverse engineer, decompile, or attempt to discover any source code or underlying algorithms of the Service (except to the extent applicable law prohibits this restriction)
• Provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Service
• Remove any proprietary notices or labels
• Copy, modify, or create derivative works of the Service
• Conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Service
• Access accounts, information, data, or portions of the Service to which you do not have explicit authorization
• Use the Service to develop a competing service or product
• Use the Service with any high-risk activities or with any activity prohibited by applicable law
• Use the Service to obtain unauthorized access to anyone else's networks or equipment
• Upload or submit any Customer Content or Input to which you and your users do not have the proper rights
• Use the AI Services for decision-making in a regulated industry or capacity without proper human oversight and review in compliance with applicable law and applicable professional ethics, guidelines, and rules
• Use the AI Services to violate, misappropriate, or otherwise infringe the intellectual property or other proprietary rights of others

5.2 Copyright Claims

If you believe any content on the Service infringes your copyright, please contact us with a description of the allegedly infringing material and proof of your ownership. Babou reserves the right to remove content in response to valid claims and to terminate the accounts of repeat infringers.

5.3 Suspension

If you (a) have an outstanding, undisputed balance on your account for more than 30 days, (b) breach Section 5.1, or (c) use the Service in violation of this Agreement or in a way that materially and negatively impacts the Service or others, Babou may temporarily suspend your access to the Service with or without notice. Babou will try to inform you before suspending your account when practical. Babou will reinstate your access only if you resolve the underlying issue.

6. Privacy and Security

6.1 Personal Data

Babou processes personal data in accordance with applicable data protection laws, including GDPR. The Data Processing Addendum ("DPA") is incorporated by reference into this Agreement and applies automatically where Babou processes personal data on behalf of Customer. The terms of the DPA will control each party's rights and obligations as to personal data, and the DPA will control in the event of any conflict with this Agreement. Enterprise customers may negotiate a custom DPA by contacting us. Nothing in this Agreement reduces or limits Babou's obligations under applicable data protection laws regarding personal data that may be contained in Input, Output, Usage Data, or Customer Content.

6.2 Prohibited Data

You will not (and will not allow anyone else to) submit the following types of data to the Service unless authorized in a separate written agreement: (a) patient, medical, or other protected health information regulated by HIPAA; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique government ID numbers; (d) special categories of data as defined in GDPR; or (e) other similar categories of sensitive information as set forth in applicable data protection laws.

7. Payment and Taxes

7.1 Fees

All fees are in U.S. dollars and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights in this Agreement, fees are non-refundable.

7.2 Automatic Payment

Fees are processed through our third-party payment processor (currently Stripe). Babou does not directly collect or store your payment card details. Your payment method on file will be automatically charged for fees according to your chosen plan (monthly or annual). You authorize all such charges. Babou will make your billing history available to you through the Service.

7.3 Taxes

You are responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, that Babou itemizes and includes in an invoice or charge. However, you are not responsible for Babou's income taxes.

7.4 Payment Disputes

If you have a good-faith disagreement about fees charged, you must notify Babou within 30 days of the charge and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under this Agreement or applicable law.

8. Term and Termination

8.1 Subscription Period

Your subscription begins when you sign up for a paid plan and continues for the billing period you selected (monthly or annual). Subscriptions automatically renew for additional periods of the same length unless you cancel before the end of the current period.

8.2 Termination for Cause

Either party may terminate this Agreement immediately:

• If the other party fails to cure a material breach following 30 days written notice
• Upon notice if the other party materially breaches this Agreement in a manner that cannot be cured, dissolves or stops conducting business without a successor, makes an assignment for the benefit of creditors, or becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days

8.3 Force Majeure

Either party may terminate this Agreement upon notice if a force majeure event prevents the Service from materially operating for 30 or more consecutive days. In that case, Babou will pay to Customer a prorated refund of any prepaid fees for the remainder of the subscription period. A force majeure event does not excuse Customer's obligation to pay fees accrued prior to termination. Neither party will be liable for a delay or failure to perform its obligations if caused by an unforeseen event outside its reasonable control, such as a natural disaster, war, pandemic, riot, act of terrorism, or public utility or internet failure. However, this does not excuse Customer's obligation to pay fees.

8.4 Effect of Termination

Upon any expiration or termination of this Agreement:

• You will no longer have any right to use the Service.
• Upon your request, Babou will delete Customer Content within 60 days.
• Each party will return or destroy the other party's Confidential Information in its possession or control.
• Any outstanding fees accrued before termination remain payable.

8.5 Survival

The following sections survive expiration or termination: Section 2.4 (Feedback and Usage Data), Section 3 (AI Services), Section 4 (Intellectual Property), Section 5.1 (Prohibited Conduct), Section 7 (Payment and Taxes) for fees accrued before expiration or termination, Section 8.4 (Effect of Termination), Section 9 (Warranties and Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Confidentiality), and Section 13 (General Terms).

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its origin; and (c) it will comply with all applicable laws in performing its obligations or exercising its rights under this Agreement.

9.2 Provider Warranty

Babou represents and warrants that it will not materially reduce the general functionality of the Service during your subscription period. If Babou breaches this warranty, you must notify Babou (with enough detail to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details, Babou will attempt to restore the general functionality of the Service. If Babou cannot resolve the issue, you may terminate your subscription and Babou will pay you a prorated refund of prepaid fees for the remainder of the subscription period. This restoration obligation and termination right are your only remedies for breach of this warranty.

9.3 Disclaimers

Babou makes no guarantees that the Service will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in this Section 9 do not apply to any misuse or unauthorized modification of the Service, nor to any product or service provided by anyone other than Babou. Except for the warranties in this Section 9, each party disclaims all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by applicable law.

10. Limitation of Liability

10.1 Liability Cap

Except as provided in Section 10.3, each party's total cumulative liability for all claims arising out of or relating to this Agreement will not exceed the total fees paid or payable by Customer to Babou in the six (6) months immediately preceding the event giving rise to the claim.

10.2 Damages Waiver

Except as provided in Section 10.3, under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance. These limitations and waivers apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

10.3 Exceptions

The limitations in this Section 10 do not apply to: (a) a party's indemnification obligations under Section 11; (b) a breach of Section 12 (Confidentiality); or (c) liability that cannot be limited or excluded under applicable law.

11. Indemnification

11.1 By Babou

Babou will indemnify, defend, and hold harmless Customer from and against all third-party claims alleging that the Service (as provided by Babou and used in accordance with this Agreement) infringes or misappropriates a third party's intellectual property rights, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees, that arise from such claims.

11.2 By Customer

Customer will indemnify, defend, and hold harmless Babou from and against all third-party claims arising from (a) Customer Content or Input submitted to the Service, or (b) Customer's use of the Service in violation of this Agreement, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees, that arise from such claims.

11.3 Procedure

The indemnifying party's obligations are contingent upon the protected party: (a) promptly notifying the indemnifying party of the claim; (b) providing reasonable assistance at the indemnifying party's expense; and (c) giving the indemnifying party sole control over the defense and settlement. The indemnifying party may not agree to any settlement that contains an admission of fault or otherwise materially and adversely impacts the protected party without prior written consent.

11.4 Exclusions

Babou's indemnification obligations do not apply to claims resulting from (a) modifications to the Service not authorized by Babou, (b) unauthorized use of the Service including use in violation of this Agreement, (c) use of the Service in combination with items not provided by Babou, or (d) use of an old version of the Service where a newer release would avoid the claim. Customer's indemnification obligations do not apply to claims resulting from unauthorized use of Customer Content in violation of this Agreement.

11.5 Exclusive Remedy

This Section 11, together with any termination rights, describes each party's exclusive remedy and the other party's entire liability for an indemnified claim.

12. Confidentiality

12.1 Non-Use and Non-Disclosure

Except as authorized by this Agreement or as needed to fulfill its obligations or exercise its rights, neither party will (a) use the other party's confidential information, nor (b) disclose it to anyone else. Each party will protect the other party's confidential information using at least the same protections it uses for its own similar information, but no less than a reasonable standard of care. "Confidential Information" means information disclosed by or on behalf of a party that is identified as "confidential" or "proprietary," or that should reasonably be understood as confidential due to its nature and the circumstances of its disclosure. Your Confidential Information includes non-public Customer Content. Babou's Confidential Information includes non-public information about the Service.

12.2 Exclusions

Confidential Information does not include information that (a) the receiving party knew without any obligation of confidentiality before disclosure, (b) is or becomes publicly known through no fault of the receiving party, (c) the receiving party receives under no obligation of confidentiality from someone authorized to make the disclosure, or (d) the receiving party independently developed without use of or reference to the disclosing party's Confidential Information.

12.3 Required Disclosures

A party may disclose the other party's Confidential Information to the extent required by applicable law if, unless prohibited by law, it provides reasonable advance notice and reasonably cooperates with efforts to obtain confidential treatment for the information.

12.4 Permitted Disclosures

A party may disclose the other party's Confidential Information to employees, advisors, contractors, and representatives who have a need to know, but only if those individuals are bound by confidentiality obligations at least as protective as those in this Section 12.

13. General Terms

13.1 Entire Agreement

This Agreement is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements about its subject.

13.2 Modifications

Babou may update these terms from time to time. If Babou makes material changes, it will notify you by email or by posting a notice on the Service at least 30 days before the changes take effect. Continued use of the Service after the effective date of changes constitutes acceptance of the updated terms. If you do not agree to the updated terms, you may terminate your subscription before the changes take effect.

13.3 Governing Law

The laws of the State of Delaware will govern all interpretations and disputes about this Agreement, without regard to conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the state or federal courts located in Delaware, and each party irrevocably submits to the exclusive jurisdiction of those courts.

13.4 Dispute Resolution

The parties will first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith informal negotiation. If a dispute is not resolved within thirty (30) days of written notice, either party may pursue any remedies available under this Agreement or applicable law in the courts described in Section 13.3.

13.5 Injunctive Relief

A breach of Section 12 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. Upon actual or threatened breach, the non-breaching party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond.

13.6 Assignment

Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets. Any attempted but non-permitted assignment is void.

13.7 Beta Products

If Babou gives you access to a beta product or feature, it is provided "AS IS" and the warranty in Section 9.2 does not apply. Beta products are experimental and may be modified or removed at Babou's discretion with or without notice.

13.8 Export Controls

You may not export or re-export the Service or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. You represent and warrant that you are not (a) a resident or national of any country subject to comprehensive U.S. sanctions, (b) designated on any restricted or sanctioned parties list maintained by the U.S. government, or (c) 50% or more owned by any designated party.

13.9 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation. There are no third-party beneficiaries of this Agreement.

13.10 Severability

If any term of this Agreement is determined to be invalid or unenforceable, the remaining terms will remain in full force and effect.

13.11 Enterprise Agreements

Enterprise customers may contact Babou to negotiate custom terms, including custom liability caps, service level agreements, data processing agreements, and training restrictions. Contact us for details.

13.12 Contact

Questions about these terms? Reach us through our contact page.

14. Definitions

"Agreement"

These Terms of Service, including any policies and documents referenced herein.

"AI Services"

The artificial intelligence or machine learning components of the Service, including the underlying models, applications, programs, and services layers.

"Applicable Laws"

The laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Babou or Customer.

"Confidential Information"

As defined in Section 12.1.

"Customer"

You, the individual or entity agreeing to this Agreement and using the Service.

"Customer Content"

Data, information, or materials submitted by or on behalf of Customer or its users to the Service, excluding Feedback.

"Feedback"

Suggestions, feedback, or comments about the Service or related offerings.

"Input"

Data, information, prompts, or materials submitted by or on behalf of Customer or its users to the AI Services, excluding Feedback.

"Model"

A large language, machine learning, or artificial intelligence model.

"Output"

Data, information, or materials created by the AI Services in response to Input.

"Personal Data"

Has the meaning(s) set forth in applicable data protection laws for personal information, personal data, personally identifiable information, or similar terms.

"Service"

The Babou.ai cloud service, including all software, documentation, and AI Services made available by Babou.

"Train" or "Training"

The use of data, information, or materials to create or improve a Model.

"Usage Data"

Data and information about the provision, use, and performance of the Service based on Customer's or users' use of the Service.

"User"

Any individual who uses the Service on Customer's behalf or through Customer's account.