Terms & Conditions
These Analytics Model Terms of Service ("Agreement") are entered into by Analytics Model ("Provider") and the entity or person agreeing to these terms ("Customer"). This Agreement is effective as of the date you click to accept these terms (the "Effective Date").
If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.
These terms and conditions are effective as of 2023-11-09
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Services.
1.1 Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where the Analytics model stores and processes its own information of a similar type. The Analytics model has implemented at least industry-standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access to or use of Customer Data. As part of providing the Service, the Analytics model may transfer, store, and process Customer Data in the United States or any other country in which the Analytics model or its agents maintain facilities. By using the Service, you consent to this transfer, processing, and storage of Customer Data. For clarity, each party will (where applicable) comply with the obligations set out in the Data Processing Agreement relating to the transfer, storage, and processing of Customer Data in the United States or any other country in which the Analytics model or its agents maintain facilities.
2. Customer Obligations.
2.1 Compliance. Customer must ensure that all use of the Service by Customer and its End Users complies with this Agreement and the Acceptable Use Policy. Customer warrants that it is authorized to act on behalf of its End Users and that Customer will be responsible for the actions or omissions of its End Users.
2.2 Customer Administration of the Service. Customer (and its Administrators, if applicable) will have the ability to access all of Customer's Customer Data, including the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users. Customer will obtain and maintain all required consents from its End Users to allow (a) Customer's access, monitoring, use, and disclosure of this data and (b) the Analytics model to provide the Service and use the Customer Data in accordance with this Agreement. Customer agrees that the Analytics model's responsibilities do not extend to the internal management or administration of the Service for Customer and that the Analytics model is merely a data processor.
2.3 Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Service and to terminate any unauthorized use. Customer will promptly notify the Analytics model of any unauthorized use of or access to the Service of which it becomes aware. Unless the Analytics model specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure End Users and/or third parties do not: (a) sell, resell, lease or the functional equivalent, the Service to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Service or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Service; (d) use the Service for High Risk Activities; (e) use the Service to store or transfer any Data that is controlled for export under Export Control Laws; or (f) use the Service on behalf of or for the benefit of any entity or person who is prohibited from using the Service by applicable laws or regulations. Credentials (such as passwords, keys, and client IDs) used to access the Service are intended to be used only by the individual issued such credentials. Customer will and will ensure that all End Users and/or third parties keep credentials confidential and make reasonable efforts to prevent and discourage unauthorized use of such credentials. Customer is solely responsible for any applicable compliance with HIPAA or any similarly applicable laws in your jurisdiction. Customer will not, and will not allow End Users or third parties under its control to transmit, store, or process health information subject to the United States HIPAA regulations unless Customer has received prior written consent from the Analytics model (including as agreed to, and permitted by, an executed HIPAA Business Associate Agreement covering the Service).
2.4 Third Party Requests. Customer is responsible for responding to Third Party Requests. The Analytics model will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools reasonably required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on Customer's own and will contact the Analytics model only if Customer cannot reasonably obtain such information.
2.5 Data Processing. Each party agrees that provision and use of the Service is subject to the Data Processing Agreement, and the parties will comply with the Data Processing Agreement with respect to the Service to the extent applicable
3. Confidential Information. The recipient will not disclose the Confidential Information, except to employees, Affiliates, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfil obligations under this Agreement, and that they keep it confidential. Confidential Information does not include information that: (a) becomes public through no fault of the recipient; (b) was independently developed by the recipient; or (c) was rightfully given to the recipient by another party without confidentiality obligations. The recipient may also disclose Confidential Information when required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to Customer and using commercially reasonable efforts to provide Customer with the opportunity to seek a protective order or the equivalent (at Customer’s expense)).
4. Customer Data. Subject to Section 2.1 (Compliance), the Analytics model will not access or use Customer Data, except (a) as necessary to provide the Service, (b) if and as required by court order, law, or governmental or regulatory agency (after, if permitted, giving reasonable notice to Customer and using commercially reasonable efforts to provide Customer with the opportunity to seek a protective order or the equivalent (at Customer’s expense)), or (c) as otherwise instructed by Customer. If requested by Customer or its End Users, the Analytics model may also access or use Customer Data to provide technical support in connection with the Service. Customer will and will ensure that its End Users, receive all necessary and legally required consents to upload any personal data to the Service and to permit the processing of data provided to the Analytics model via the Service under this Agreement. Customer Data does not include service data collected or generated by the Analytics model during the provision or administration of the Service, such as technical or operational settings, usage or configurations, or other metadata.
5. Intellectual Property Rights. Except as expressly stated, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, subject to Section 2.1 (Compliance), Customer owns all Intellectual Property Rights in Customer Data, and the Analytics model owns all Intellectual Property Rights in the Service.
6. Representations, Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Service, as applicable (including applicable security breach notification law).
7. Termination.
7.1 By Customer. Customer may discontinue use of the Service at any time.
7.2 By the Analytics model. Customer agrees that the Analytics model may at any time and for any reason terminate this Agreement and/or terminate the provision of all or any portion of the Service. Notwithstanding the foregoing, the Analytics model will provide at least thee (3) days notice to Customer prior to terminating the Service; provided that the Service may be terminated immediately if (a) Customer has breached this Agreement or (b) the Analytics model reasonably determines that continuing to provide the Service could breach applicable laws.
8. INDEMNIFICATION; LIMITATION OF LIABILITY.
(A) To the extent allowed by applicable law, you will indemnify the Analytics model and its directors, officers, employees, and contractors for any third-party legal proceedings (including actions by government authorities) (i) regarding Customer Data or (ii) arising out of or relating to Customer’s unlawful use of the Service or violation of this Agreement. This indemnity covers any liability or expense arising from claims, losses, damages, judgments, fines, litigation costs, and legal fees.
(B) NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY: (I) FOR FRAUD OR FRAUDULENT MISREPRESENTATION; (II) FOR ANY INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; OR (III) FOR ANYTHING WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
(C) NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR OTHERWISE) FOR ANY LOSS OF PROFIT, REVENUES, ANTICIPATED SAVINGS OR BUSINESS OPPORTUNITY, INDIRECT OR CONSEQUENTIAL LOSSES, OR PUNITIVE DAMAGES, SUFFERED OR INCURRED BY THE OTHER PARTY (WHETHER OR NOT SUCH LOSSES WERE WITHIN THE CONTEMPLATION OF THE PARTIES AT THE DATE THIS AGREEMENT CAME INTO EFFECT).
(D) SUBJECT TO SUB-SECTIONS (B) AND (C) ABOVE, IF THIS AGREEMENT IS GOVERNED BY (I) ISRAEL LAW PURSUANT TO SECTION 9, THEN EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED $100 USD; OR (II) THE LAWS OF THE STATE OF ISRAEL PURSUANT TO SECTION 9 THEN the Analytics model’S AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED $100 USD.