Terms Of Use
This Agreement (“Agreement”) is made by and between “Customer” and Platter AI (“Service Provider”). This Agreement sets forth the terms and conditions applicable to Service Provider performance of the services (the “Platter Services”) as outlined in the Statement of Work attached hereto as Exhibit A (the “SOW”).
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License
During the defined period of the contract, the Service Provider grants the Customer a limited, non-exclusive, non-transferable, and revocable right to use the Service Provider's "Product" as outlined in the Statement of Work (SOW), which includes the "Platter Services" and any accompanying documentation. This right is subject to the terms and conditions of the Agreement and the following restrictions:
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The Customer may only use the Product in connection with the Platter Services.
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The use of the Product and Platter Services must comply with all applicable laws and regulations, including those related to export and data privacy.
The Service Provider retains all ownership and rights to the Product, Platter Services, documentation, and any copies thereof at all times.
2. Customer’s Obligations
The Customer is prohibited from reverse engineering, decompiling, or disassembling the Product or the Platter Services, or any attempts to access the source code. Additionally, the Customer shall not authorize or enable any third party to perform such actions. Furthermore, the Customer agrees to actively participate in surveys, provide Product feedback through multiple channels, and engage in communication with the Service Provider for the purpose of sharing Product feedback.
3. Confidentiality
The term "Confidential Information" refers to information, regardless of its form or format, that is designated as confidential, explicitly identified as Confidential Information upon disclosure, or reasonably understood to be confidential based on its nature and manner of disclosure. This includes but is not limited to, benchmarks, pricing, and roadmaps. The Recipient agrees to make commercially reasonable efforts to maintain the confidentiality of the Discloser's Confidential Information. The Recipient will only use Confidential Information for purposes consistent with this Agreement and will promptly notify the Discloser of any unauthorized use or disclosure of Confidential Information. The Recipient may disclose and share Confidential Information with its employees, contractors, professional advisors, and third parties who have a legitimate need to know and are bound by similar confidentiality obligations.
4. Warranties
Service Provider assures, guarantees, and commits to the following:
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Service Provider will diligently perform their obligations in a professional manner, adhering to the highest industry standards, and in full compliance with applicable laws, regulations, and Customer's privacy, safety, and security rules to meet Customer's reasonable expectations.
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Service Provider will refrain from offering, giving, or receiving any form of monetary transactions, gifts, favors, or excessive entertainment to Customer employees or customers. Service Provider is not bound by any current or previous employer or contractor that restricts or limits their ability to comply with this Agreement.
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The Product offered by Service Provider is entirely original, having been created solely by Service Provider.
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The Product does not and will not infringe upon, misappropriate, or violate any proprietary or intellectual property rights of any third party.
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The Product is free from any viruses or malicious computer code that could disrupt, disable, harm, or interfere with the operation of any software, firmware, hardware, or computer system (including networks) beyond the intended scope defined by the Customer. However, Service Provider cannot guarantee uninterrupted or error-free services.
The Service Provider's commitments ensure the provision of high-quality services while adhering to legal and ethical standards, protecting intellectual property rights, and maintaining the integrity and functionality of the Product.
5. Indemnification
Service Provider agrees, at its own cost, to protect, defend, and indemnify Customer against any legal action, claim, or lawsuit asserting that the use of Services in accordance with this Agreement violates any Indonesian copyright, Indonesian trademark, or Indonesian patent. This indemnification is subject to the following conditions: (i) Customer promptly notifies Service Provider in writing of any such legal action, claim, or lawsuit, (ii) Service Provider is given the opportunity, at its own expense, to lead the defense of such legal action, claim, or lawsuit, (iii) Customer provides Service Provider with all necessary information and assistance to defend the legal action, claim, or lawsuit, and (iv) Customer does not reach a settlement in such legal action, claim, or lawsuit without Service Provider's written consent. These indemnification obligations do not apply to the Services or parts thereof that (x) were not provided by Service Provider, (y) were created based on Customer's specifications, or (z) were combined with other products, processes, or materials where the alleged infringement would not have occurred without such combination. This section represents the Service Provider's sole liability and the Customer's exclusive remedy in cases of intellectual property infringement or misappropriation by a third party.
Customer agrees, at its own expense, to protect, defend, and indemnify Service Provider against any damages, losses, liabilities, settlements, and expenses (including but not limited to costs and attorney's fees) arising from any claims, demands, actions, lawsuits, or proceedings that result from an alleged violation of the Sections mentioned above.
6. Limitation Liability
Notwithstanding anything to the contrary, except for bodily injury of a person, neither party shall be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability, or other legal or equitable theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services, or technology or loss of business or profits; (b) for any indirect, exemplary, incidental, special, or consequential damages; (c) for any matter beyond a party's reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees actually paid by customer to service provider for the applicable services under this agreement or relating to any subject matter of this agreement in the 12 months prior to the act that gave rise to the liability, even if the party has been advised of the possibility of any of the foregoing types of losses or damages. The customer acknowledges that an interruption in service(s) due to circumstances beyond the reasonable control of the service provider, such as a failure of telecommunications or network systems not controlled by the service provider, shall not be considered a service outage or service deficiency for purposes of any remedy provided in this agreement.
7. Term
Unless otherwise terminated or expired as per the terms of this Agreement, it will remain in effect for the specified Term.
8. Third-Party Software and Services
As part of the Platter Services, the Service Provider may offer Customer access to third-party software and services. These third-party software and services are subject to their own terms and conditions, and this Agreement does not modify or change those terms and conditions. It does not impose any additional terms and conditions beyond what is stated herein.
EXHIBIT A - SCOPE OF WORK ("SOW")
This Statement of Work is governed by the Master Services Agreement ("Agreement") between the Customer and PT Inovasi Kecerdasan Buatan. ("Service Provider"), and is fully incorporated into it. Any terms used in this Statement of Work that are not otherwise defined will have the same meaning as in the Agreement.
1. Platter Service
Platter offers a unified search experience that enables users to search for their data across multiple applications from a single interface.
In order to provide the search functionality, Platter will need to access and index information stored in various workplace applications. To ensure proper permission access to all documents, Platter will require access to an SSO provider using users' email addresses.
Platter will be granted API access to each of the selected data sources that the Customer wants to be indexed. The Customer will have the flexibility to choose which data sources they want to connect and index.
Similar to other major cloud companies, Platter may perform debugging operations with explicit permission from the Customer. This would involve specific actions, such as running a particular query on the data to debug a specific issue. In such cases, Platter employees will not be given access to the original data source but will only be able to view the ranking of the search results.