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End user license agreement for SmartBot™
License Agreement
Sieena, Inc. dba Definity First (“Definity First” or “Licensor”) User License Agreement for SmartBot™
(Last Updated January 22, 2024)
Definity First’s SmartBot™ is a software integration for the Microsoft AI Chat into the Microsoft Teams service and is offered pursuant to the terms and conditions contained below.
IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS https://smartbot.definityfirst.com/terms-of-use THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND DEFINITY FIRST (“Definity First” or “Licensor”). PLEASE CHECK THE “I HAVE READ AND AGREE TO THE LICENSE AGREEMENT” BOX AT THE BOTTOM OF THIS AGREEMENT IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CHECKING THE “I HAVE READ AND AGREE TO THE LICENSE AGREEMENT” BOX AND/OR BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY DEFINITY FIRST THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.
This is a license agreement and not an agreement for sale.
Subject to the terms of this Agreement, Definity First hereby grants to You the following limited, non–exclusive, non–transferable trial license (the “License”) to use the Definity First computer software identified as SmartBot™ and any updates, upgrades, modifications and error corrections thereto that may be provided to You by Definity First (the “Programs”) and any accompanying documentation (the “Documentation” and, together with the Programs, the “Software”) as set forth below.
1.1 Trial License
1.1.1 License Grant. Definity First hereby grants to Licensee and Licensee hereby accepts a limited trial license to use the Software for its own internal business purposes solely to evaluate functionality and performance. You are not allowed to integrate the Software into end products or use it for any commercial, productive or training purpose. You shall not redistribute the Software. Definity First reserves the right to terminate this trial license and require you to upgrade to a commercial license to continue using the Software at any time and in its sole and absolute discretion.
1.1.2 Support. You are not entitled to any support for the Software under this trial license.
1.1.3 Updates. At Definity First’s sole and absolute discretion, You may receive minor updates (i.e. service pack updates) for the Software version You are evaluating. You are not eligible to receive major updates (i.e. major revisions to or new versions of the Software) for the Software You are evaluating. Software updates replace and/or supplement (and may disable) the version of the Software that formed the basis for Your eligibility for the update. You may use the resulting updated Software only in accordance with the terms of this trial license.
You may not remove any identifiers on the Software for Definity First product names, logos or trademarks.
Definity First shall make the Software available for download by Licensee in electronic files only.
The parties agree and acknowledge that any updates provided to You by Definity First in its sole and absolute discretion, may include new software products governed by additional terms and conditions. These additional terms and conditions must be accepted by You at the time You download such updates. If You do not agree to these additional terms and conditions, You should not download the new updates. In case of a conflict between the terms and conditions of this Agreement and the terms and conditions applicable to any new updates made available to You, the terms and conditions associated with the updates shall govern.
This Agreement and the License granted hereunder shall continue until terminated in accordance with this Section. Unless otherwise specified in this Agreement, the License granted hereunder shall last as long as You use the Software in compliance with the terms herein. Unless otherwise prohibited by law, and without prejudice to Definity First’s other rights or herein. Unless otherwise prohibited by law, and without prejudice to Definity First’s other rights or remedies, Definity First shall have the right to terminate this Agreement and the License granted hereunder with or without cause upon ten (10) days’ prior written notice to You without any further obligation to You. Upon termination of this Agreement, all Licenses granted to You hereunder shall terminate automatically and You shall immediately cease use of the Software and must also destroy all copies of the Software.
Definity First reserves the right to discontinue the Software or any component of the Software, whether offered as a standalone product or solely as a component, at any time.
All title and ownership rights in and to the Software (including, but not limited to any images, photographs, animations, video, audio, music, or text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of Definity First that are used in connection with the Software are and shall at all times remain exclusively owned by Definity First. All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content. Any open source software that may be delivered by Definity First embedded in or in association with Definity First products is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license.
THE SOFTWARE IS BEING PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. YOU ASSUME THE SOLE RISK OF USING THE SOFTWARE. DEFINITY FIRST DOES NOT WARRANT THAT: (A) USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, (B) THE SOFTWARE WILL BE FREE FROM VIRUSES OR DISABLING CODE, (C) ANY PROGRAM ERRORS WILL BE CORRECTED OR (D) ANY DATA YOU STORE USING THE SOFTWARE WILL BE SECURE OR RECOVERABLE IF LOST. YOU ASSUME ALL RISK OF LOSS OF DATA AND YOU ARE RESPONSIBLE FOR BACKING UP YOUR DATA. DEFINITY FIRST DISCLAIMS ALL WARRANTIES RELATED TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
To the maximum extent permitted by applicable law, in no event will Definity First be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, Definity First’s entire liability under any provision of this Agreement shall not exceed in the aggregate the sum of Five Dollars ($5.00 (USD)), notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable. Definity First is not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software and/or any material linked through such content. Any data included in the Software is for testing use only and Definity First hereby disclaims any and all liability arising therefrom.
You agree to indemnify, hold harmless, and defend Definity First from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), losses, liabilities, judgments, damages and other liabilities resulting from such Claims, that arise or result from Your use of the Software.
Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know- how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (a) it received rightfully from a third party without an obligation to maintain such information in confidence; (b) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (c) was known to the receiving party prior to its disclosure by the disclosing party; or (d) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, Licensee shall treat any source code for the Programs as confidential information and shall not disclose, disseminate or distribute such materials to any third party without Definity First’s prior written permission. Each party’s obligations under this Section 11 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided, however, that trade secrets shall be maintained indefinitely until they fall into the public domain.
This Agreement will be governed by the law of the San Diego, California without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, without resorting to class action, such disputes shall be submitted for resolution to a state or Federal court of competent jurisdiction in San Diego, California, USA, and the parties hereby agree to submit to the jurisdiction and venue of such court. Neither the Uniform Computer Information Transactions Act nor the United Nations Convention for the International Sale of Goods shall apply to this Agreement. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
This Agreement sets forth our entire agreement with respect to the Software and supersedes any prior or contemporaneous communications regarding the Software. You agree that You are not relying on any representation or obligation other than those set forth in this Agreement. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect unless otherwise agreed to pursuant to a written executed agreement signed by Definity First’s President or CEO. In cases where this license is being obtained through an approved third party, these terms shall supersede this license is being obtained through an approved third party, these terms shall supersede any third party license or purchase agreement.
You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Definity First’s prior written consent, which may be withheld in its sole discretion.
Any provisions of the Agreement containing license restrictions, including but not limited to those related to the Program source code, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.
Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.
You expressly agree not to export or re-export the Software to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the Software to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Your export privileges.
The Programs and the Documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.
So long as Licensee uses the Software and for a period of one (1) year thereafter, Licensee hereby grants Definity First audit rights against Licensee twice within a calendar three hundred and sixty five (365) day period upon two weeks written notice, to verify Licensee’s compliance with this Agreement. Licensee shall keep adequate records to verify Licensee’s compliance with this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR MICROSOFT CLOUD SERVER ENVIRONMENT OR YOUR COMPUTER NETWORK OR SYSTEMS, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN DEFINITY FIRST AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.
