Meebo AI Persona Platform Terms and Conditions
Updated July 2023
Please read these Platform Terms and Conditions (the “Terms”) and our standard Terms (https://meebo.ai/legal/terms) (“Terms of Service”) carefully because they collectively constitute the agreement (the "Agreement") between the individual OR entity named below (the "Creator"), and Cubrio Inc. and its subsidiaries (the "Company"). This agreement represents the entire agreement concerning the services between the parties and it supersedes any prior proposal, representation, or understanding between the parties.
By creating your AI persona and agreeing to the terms and obligations set forth herein you are accepting the terms on behalf of creator and agreeing that creator is bound by this agreement. The person agreeing to the terms or otherwise agreeing to perform the obligations set forth herein on behalf of creator represents and warrants that he or she has the right, authority, and capacity to enter into this agreement on behalf of creator and to bind creator. If you do not agree with all of the provisions of this agreement, do not access and/or use the services.
1.1 Company will use commercially reasonable efforts to develop and provide to Creator an AI persona (the “Platform”). Creator understands that Company's performance is dependent in part upon the Creator's actions, and Creator shall reasonably cooperate with Company in connection with Company's development and provision of the Platform and performance of the Services.
2. Right to Use Platform
2.1 Subject to the terms of this Agreement and any applicable Order Form, Company will make the Platform available to Creator via the Internet. Subject to the terms of this Agreement and any applicable Order Form, Company hereby grants Creator a limited, non-exclusive, and non-transferable right to access and use the Platform during the Term.
2.2 Except as expressly permitted hereunder, Creator will not and will not permit or authorize any user of the Platform (each, an “End User”) or any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform or any portion of the Platform; (ii) modify, translate or create derivative works based upon the Platform or any portion of the Platform; (iii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Platform or any portion of the Platform; (iv) use the Platform or any portion of the Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Platform or any portion of the Platform or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing; (vi) remove or obscure any proprietary notices or labels of Company or its suppliers on the Platform; (vii) use the Platform or any information contained therein or otherwise provided by Company or its licensors for the purposes of developing, or having developed, any products or services competitive with the Platform; or (viii) otherwise access or use the Platform in a manner inconsistent with this Agreement or applicable law.
3. Ownership; Reservation of Rights
3.1 Creator owns the data, content, and information (i) input by Creator into the Platform; or (ii) otherwise provided directly from Creator to Company, including without limitation, any specifications (unless such specifications qualify as Feedback, as defined below) for the Platform (“Creator Data”). Creator will be solely responsible for the accuracy, quality, content, and legality of Creator Data and for the submission of Creator Data by Creator . Creator reserves any and all right, title, and interest in and to Creator Data other than the licenses expressly granted to Company under this Agreement.
3.2 Creator hereby grants to Company a non-exclusive, worldwide, royalty-free, fully paid up, non-sublicensable (except to Company's contractors and service providers), right and license to copy, distribute, display, create derivative works of, and use the Creator Data to perform Company's obligations under this Agreement and to make the Platform available to End Users.
3.3 Creator acknowledges that Creator is executing this Agreement in order for Creator's name (in any form), signature, image, likeness, appearance, voice, professional and personal biographical information, and any other indicia of Creator's identity and all other personality, publicity and privacy rights, including, without limitation, any trademarks or other intellectual property that incorporate any of the foregoing (collectively, “Rights of Publicity”) may be used by the Company, subject to the terms hereof, in connection with the Platform. Creator hereby grants to the Company the right and permission and a royalty free, fully paid, irrevocable, worldwide, non- sublicensable (except to Company's contractors and service providers), transferable license during the Term, in the Company's sole discretion, to use Creator's Rights of Publicity as incorporated into the Platform and Creator Data throughout the universe in connection with the production, packaging, labeling, marketing, promotion, advertising, distribution and sale of the Platform. This license applies to all potential uses, in any medium now existing or as may be developed in the future, including without limitation, on labels and packaging, on advertising, marketing, promotional and point of sale materials, on the internet and any other digital, social or electronic media, in print, on television, radio and outdoor advertising, and in direct mail, interviews and press releases. In addition to the license granted above, Creator further hereby grants to the Company the right and permission and a royalty free, fully paid, irrevocable, worldwide, non-sublicensable (except to Company's contractors and service providers), transferable, perpetual license, to use Creator's Rights of Publicity throughout the universe, for purposes of accurately explaining and/or describing the development of and/or previous association or involvement with the Company and the Platform. Company may sublicense the right to use the Rights of Publicity to its affiliates, service providers, vendors or other agents acting on Company's behalf in connection with Company's exercise of its rights hereunder in accordance with the terms and conditions of this Agreement. Company will be responsible and liable for each such sublicensees' compliance with the terms and conditions of this Agreement as if they were “Company” hereunder.
3.4 Creator also hereby grants to Company a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable (directly and indirectly through multiple tiers), perpetual and irrevocable license to use, copy, de-identify, anonymize, process, and create derivative works of Creator Data for the purpose of deriving anonymous statistical and usage data, and data related to the Platform and the Services, provided such data cannot be used to identify Creator (“Anonymous Data”) and combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other Creators, licensees, users, or other sources (when so combined or incorporated, referred to as “Aggregate Data”), for improving Company's existing products and services and developing and commercializing new features, products, and services, including building and improving models and algorithms. For the avoidance of doubt, the Creator Data does not include the Anonymous Data or Aggregate Data.
3.5 Creator acknowledges and agrees that, as between the parties, Company retains all rights, title and interest in and to the Platform, all copies or parts thereof (by whomever produced), all intellectual property rights therein, and all improvements, updates, and modifications thereto (by whomever produced). Company grants no, and reserves any and all, rights other than the rights expressly granted to Creator under this Agreement with respect to the Platform. Company hereby reserves any and all, and Creator will acquire no, rights, title or interest in and to the Platform or any copies thereof (by whomever produced) other than the limited licensed rights expressly granted under this Agreement.
3.6 Company owns any and all data generated by Company or provided by Company to Creator in connection with Company's operation of and provision of access to the Platform and provision of the Services (“Company Data”). Creator acknowledges and agrees that, as between the parties, Company retains all rights, title, and interest in and to Company Data and all improvements, updates, and modifications thereto, all copies or parts thereof (by whomever produced) and all intellectual property rights therein. Except for those rights expressly granted in this Agreement, Company grants no rights and hereby expressly reserves any and all rights in and to the Company Data. Creator will not use Company Data or the Platform except as expressly permitted under this Agreement.
3.7 Creator may from time to time provide suggestions, comments for enhancements or functionality or other feedback to Company with respect to the Platform or the Services (“Feedback”). Company has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use or incorporate Feedback into any of its products, services, or materials.
4. Compensation; Billing Procedures
Subject to the terms of this Agreement, Company will pay Creator the applicable fees in accordance with the terms and conditions set forth in the relevant Order Form.
5. Term and Termination
5.1 Except as expressly stated herein, upon any expiration or termination of this Agreement, all rights granted hereunder and all obligations of Company to provide the Platform or any Services will immediately terminate and Creator will cease use of the Platform.
5.2 Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 4, 5, 6, 7 and 8 shall survive any termination or expiration of this Agreement.
6. Warranty and Disclaimer
6.1 Company represents, warrants and agrees that: (a) it will perform the Services in a professional and workmanlike manner; and (b) it will use commercially reasonable efforts to ensure that the Platform does not contain any viruses or malware.
6.2 Creator represents, warrants and covenants to Company that (a) it has or will have all rights necessary and full legal authority to provide Company with the Creator Data and to grant the rights in and to the Creator Data and Creator’s Rights of Publicity granted in this Agreement; (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform and notify Company promptly of any such unauthorized access or use, and (b) use the Platform only in accordance with applicable laws and regulations.
6.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NEITHER PARTY WARRANTS AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY OR AGAINST INFRINGEMENT. NEITHER PARTY WARRANTS THAT THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY ARE ERROR-FREE OR THAT OPERATION OF SUCH PARTY'S PRODUCTS OR SERVICES WILL BE SECURE OR UNINTERRUPTED. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.
7. Damages Exclusion; Limitation of Liability; Indemnification
7.1 NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL COMPANY BE LIABLE TO CREATOR FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.
7.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL COMPANY'S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID BY COMPANY TO CREATOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
7.3 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
7.4 Company will indemnify, defend and hold harmless Creator and the officers, directors, agents, and employees (if applicable) of Creator (“Creator Parties”) from settlement amounts and damages, liabilities, penalties, costs and expenses (“Liabilities”) that are payable to any third party or incurred by the Creator Parties (including reasonable attorneys' fees) arising from, directly or indirectly, any claim, demand or allegation by a third party that the Platform infringes any third party copyright or misappropriates any third party trade secret (except for claims for which Company is entitled to indemnification under Section 8.5, in which case Company will have no obligations with respect to such claim). Company will have no liability or obligation under this Section 8.4 with respect to any Liability if such Liability is caused in whole or in part by (a) modification of the Platform by any party other than Company without Company's express consent; (b) the combination, operation, or use of the Platform with other products, data or services where the Platform would not by itself be infringing; or (c) unauthorized or improper use of the Platform. If the use of the Platform by Creator has become, or in Company's opinion is likely to become, the subject of any claim of infringement, Company may at its option and expense (w) procure for Creator the right to continue using the Platform as set forth hereunder; (x) replace or modify the Platform to make it non-infringing so long as the Platform has at least equivalent functionality; (y) substitute an equivalent for the Company Platform or (z) if options (w) - (y) are not reasonably practicable, terminate this Agreement. This Section 8.4 states Company's entire obligation and Creator's sole remedies in connection with any claim regarding the intellectual property rights of any third party.
7.5 Creator will indemnify, defend and hold Company and the officers, directors, agents, and employees of Company (“Company Parties”) harmless from Liabilities that are payable to any third party or incurred by the Company Parties (including reasonable attorneys' fees) arising from, directly or indirectly, any claim, demand or allegation by a third party arising from or related to any use or disclosure by Creator of the Platform or any portion of the Platform in violation of this Agreement.
7.6 If a Creator Party or a Company Party, as applicable, becomes aware of any matter for which it believes it should be indemnified or defended under Section 7.4 or Section 7.5, as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against such Creator Party or Company Party by any third party (each an “Action”), such Creator Party or Company Party will give the other party prompt written notice of such Action. The Creator Party or the Company Party, as applicable, will cooperate, at the expense of the other party, with the other party and its counsel in the defense and the Creator Party or the Company Party, as applicable, will have the right to participate fully, at its own expense, in the defense or settlement of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both parties hereunder, such consent not to be unreasonably withheld, conditioned, or delayed.
8.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
8.2 Neither party may assign this Agreement without the other party's prior written consent; provided however, that either party may assign this Agreement without the other party's consent to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or attempted assignment by either party otherwise than in accordance with this Section 8.3 will be null and void.
8.3 Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
8.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever.
8.5 Creator acknowledges that any unauthorized use of the Platform will cause irreparable harm and injury to Company for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Creator further agrees that Company will be entitled to injunctive relief in the event Creator uses the Platform in violation of the limited license granted herein or uses the Platform in any way not expressly permitted by this Agreement.
8.6 All notices under this Agreement will be in writing and sent to the recipient's address set forth above and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
8.7 Each party agrees that it will not, without prior written consent of the other, issue a press release regarding their business relationship.
8.8 All uses in this Agreement of “including” and similar terms will be interpreted to mean “including without limitation.”
8.9 Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, the party not affected by the Force Majeure Event may terminate this Agreement by giving written notice thereof to the other party. Upon the occurrence of any Force Majeure Event, the affected party will give the other party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform.
8.10 This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the courts located in San Francisco County, California and waives any jurisdictional, venue, or inconvenient forum objections to such courts.
If you have any questions about these Platform Terms or the Services, please contact Cubrio at firstname.lastname@example.org or:
5214F Diamond Heights Blvd #3122
San Francisco, CA 94131 United States