Last revised on July 21, 2023
This Platform Subscription Agreement (the “Agreement”) is entered into as of [date] (the “Effective Date”) by and between Beautiful Slides, Inc., a Delaware corporation, with its principal place of business at 1556 Sanchez Street, San Francisco, CA 94131 (“Beautiful.ai”) and [Customer name, entity type, and principal place of business/address] (“Customer”).
IMPORTANT –Please read this agreement CAREFULLY. THIS AGREEMENT sets forth the legally binding terms that GOVERN THE USE OF THE BEAUTIFUL.AI SERVICES. BY SUBMITTING AN ORDER FORM TO PURCHASE A SUBSCRIPTION TO USE THE BEAUTIFUL.AI SERVICES, OR BY CLICKING “I ACCEPT,”“CREATE”, OR OTHERWISE PROCEEDING WITH THE USE OF THE BEAUTIFUL.AI SERVICES (ORANY PART THEREOF), YOU: (1) acknowledge that YOU have read, understand, and agree to be bound by this Agreement (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW); (2) represent that customer is eligible to enter into this Agreement pursuant to the eligibility requirements set forth below in Section 1; (3) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), ON BEHALF OF THE CUSTOMER; AND (4) AGREE THAT CUSTOMER IS ENTERING INTO THIS AGREEMENT WITH BEAUTIFUL SLIDES, INC.
IF YOU AND/OR THE CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT, OR CUSTOMER DOES NOT MEET THE ELIGIBILITY REQUIREMENTS, DO NOT PURCHASE A SUBSCRIPTION or otherwise access or USE THE BEAUTIFUL.AI SERVICES, OR ANY PART THEREOF.
1.1 Applications. "Applications" means Beautiful.ai’s proprietary desktop application software specified on the applicable Order Form made available by Beautiful.ai to Customer hereunder for installation on Authorized Devices as part of the Subscription, and any and all modified, updated, or enhanced versions thereof.
1.2 Authorized Devices. “Authorized Devices” means the computer devices owned or controlled by Customer on which the Applications are authorized to be installed, subject to applicable Usage Parameters.
1.3 Authorized Users. “Authorized Users” means employees or contractors of Customer who are authorized to use the Beautiful.ai Platform as authorized in this Agreement and subject to any applicable Usage Parameters.
1.4 Beautiful.ai Materials. “Beautiful.ai Materials” means any text, graphics, images, music, audio, video, content, slides, templates, and/or materials made available by Beautiful.ai to Customer for use in the creation of Customer Presentations.
1.5 Beautiful.ai Service. “Beautiful.ai Service” means the Beautiful.ai Platform, Applications, Documentation, Beautiful.ai Materials, and Support, made available and/or provided by Beautiful.ai to Customer under this Agreement.
1.6 Customer Content. “Customer Content” means any and all text, images, graphics, videos, music, and all other content and/or materials, including any Customer Presentations, uploaded, submitted, generated and/or created by Customer and/or any Authorized User, including, Customer Presentations, in connection with the use of the Beautiful.ai Service.
1.7 Customer Data. “Customer Data” means all data and other information transmitted, uploaded and/or submitted by Customer and/or Authorized Users through the Platform and/or Applications or otherwise provided or made available by Customer and/or its Authorized Users to Beautiful.ai in connection with the use of the Beautiful.ai Service. “Customer Data” does not include Operational Metrics.
1.8 Customer Presentations. “Customer Presentations” means the slides and/or presentations created by Customer and/or its Authorized Users in connection with the use of the Beautiful.ai Service, but expressly excluding any Beautiful.ai Materials used by Customer and/or its Authorized Users in the creation thereof and/or incorporated therein.
1.9 Documentation. “Documentation” means Beautiful.ai’s then-current user manuals and/or documentation for the Platform and/or Software, as applicable, made available to Customer hereunder by Beautiful.ai.
1.10 Operational Metrics. “Operational Metrics” means anonymized statistics, metrics, analytics, and data regarding the performance, use and operation of the Beautiful.ai Service that Beautiful.ai collects in connection with Customer’s and/or its Authorized Users’ use of the Beautiful.ai Service, and other operational and technical metrics necessary to manage and perform Beautiful.ai Service.
1.11 Order Form. “Order Form” means a written and/or electronic order form mutually agreed upon and executed by the parties for Customer’s purchase of a Subscription. The initial Order Form is attached hereto at Exhibit A.
1.12 Platform. “Platform” means Beautiful.ai’s proprietary hosted software platform, made available by Beautiful.ai to Customer hereunder on a remote online basis, that enables users to create, publish and share slide presentations, and any and all modified, updated, or enhanced versions thereof.
1.13 Software. “Software” means individually and collectively (a) the Applications, and (b) the software used to operate the Platform and any and all modified, updated, or enhanced versions thereof.
1.14 Subscription. “Subscription” means the subscription plan purchased by Customer hereunder for access to the Beautiful.ai Service and to receive Support during the applicable Subscription Term, as further specified on the applicable Order Form.
1.15 Subscription Term. “Subscription Term” means the subscription term specified on the applicable Order Form.
1.16 Support. “Support” has the meaning given to such term in Section 2.4.
1.17 Usage Parameters. “Usage Parameters” means the maximum number of permitted users and/or seats for the use of the Beautiful.ai Platform specified on the applicable Order Form(s), and any other parameters applicable to the Subscription purchased by Customer and/or otherwise specified in the Documentation, Order Form, or in writing by Beautiful.ai regarding the scope of use of the Beautiful.ai Service by Customer and/or its Authorized Users.
2. ACCESS AND USE OF BEAUTIFUL.AI'S SERVICES
2.1. Rights and License.
(a) Subject to Customer’s compliance with the terms and conditions of this Agreement, including payment of all applicable fees, Beautiful.ai grants Customer a personal, non-sub licensable, non-exclusive, non-transferable, limited subscription license, solely during the Subscription Term or Trial Period (as defined in and subject to Section 2.2 below), as applicable, and subject to applicable Usage Parameters: (a) to permit Authorized Users to install, execute and use, in object code form only, the Desktop Player Application on Authorized Devices; (b) to permit Authorized Users to access and use the Platform, solely over the internet, and (c) use and incorporate the Beautiful.ai Templates into Customer Presentations.
(b) In addition, if Customer uses any Beautiful.ai Materials to create Customer Presentations and/or incorporates any Beautiful.ai Materials into Customer Presentations, subject to the terms and conditions of this Agreement, Beautiful.ai grants to Customer a limited, personal, perpetual, revocable (as set forth in Section 6.3), non-exclusive, non-sub licensable, non-transferable limited license to use, copy, and reproduce the Beautiful.ai Materials solely as incorporated into the Customer Presentations and solely to the extent necessary in connection with Customer’s use of the Customer Presentations.
(c) The licenses granted to Customer under this Section 2.1 are limited to Customer’s use of the Platform, Desktop Player Application, and Beautiful.ai Materials solely for Customer’s internal business purposes and in accordance with this Agreement and the applicable Documentation.
2.2. Trial Version. Notwithstanding Section 2.1, if Customer has obtained the Beautiful.ai Service on a trial basis (the “Trial Version”), Customer understands and agrees that the license set forth in Section 2.1 is granted to Customer by Beautiful.ai for a period of fourteen (14) days, unless Beautiful.ai has otherwise expressly authorized and agreed to in writing an extended trial period (the “Trial Period”) solely for Customer’s own internal evaluation purposes, and subject to any and all technical limitations implemented by Beautiful.ai in the Trial Version. Customer acknowledges and agrees that if Customer has not purchased a Subscription prior to the expiration of the Trial Period, this Agreement will automatically terminate (without the requirement of providing any termination notice) and the Trial Version may cease functioning. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TRIAL VERSION IS PROVIDED “AS-IS’ AND WITHOUT ANY WARRANTY WHATSOEVER OR ANY SUPPORT OR OTHER SERVICES (INCLUDING ANY UPDATES OR UPGRADES).
2.3. Restrictions and Prohibited Uses. Customer shall not, and shall not permit any third party (including, without limitation, any Authorized Users) to: (a) use the Software (or any part thereof) or allow access to it, in a manner that circumvents contractual usage restrictions or that exceeds any applicable Usage Parameters; (b) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Beautiful.ai Service (or any part thereof) available for access by third parties except as otherwise expressly provided in this Agreement; (c) access or use the Beautiful.ai Service (or any part thereof) for the purpose of developing competitive products or services; (d) reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets, or any underlying ideas, algorithms and/or technology from or about the Software (or any part thereof); (e) use the Beautiful.ai Service (or any part thereof) in a way that violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; (f) use any aspect of the Software, or any components or functionality thereof, other than those specifically identified in the applicable Order Form, even if technically possible; (g) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Beautiful.ai or its suppliers on or within the Platform, Software, Documentation and/or Beautiful.ai Materials; (h) interfere with or disrupt the integrity or performance of the Software (or any part therefor), or any system, network or data or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the Software and/or Platform; (i) attempt to gain unauthorized access to the Beautiful.ai Service (or any part thereof), or its related systems or networks; (j) frame or utilize framing techniques to enclose the Beautiful.ai Service or any portion thereof; (k) use any meta tags, "hidden text", robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Beautiful.ai Service (or any part thereof), content, or the personal information of others without Beautiful.ai’s prior written permission or authorization; (l) use the Beautiful.ai Service to store or transmit any malicious or unsolicited code or software, or store, transmit or upload any material and/or content that is false, inaccurate, illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, infringing, libelous, tortious, or otherwise objectionable in Beautiful.ai’s reasonable opinion, or to store, transmit or upload any material or content that violates any third party’s intellectual property rights and/or privacy rights; (m) impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Customer’s affiliation with any person or entity; or (n) use the Beautiful.ai Service (or any part thereof), or transmit Customer Data, in any manner that violates in any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency, including, without limitation, export laws and regulations. Beautiful.ai reserves all rights and licenses not expressly granted to Customer in Section 2.1 and no implied license or right is granted by Beautiful.ai. Customer agrees that it shall not permit any person other than Authorized Users to access and use the Beautiful.ai Service, and shall ensure that Authorized Users use the Beautiful.ai Service solely in accordance with this Agreement and the applicable Usage Parameters. Customer is solely responsible for the use of the Beautiful.ai Service by Authorized Users, and any breach of this Agreement by any Authorized User will be deemed a breach by Customer.
2.4. Support. During the applicable Subscription Term (subject to Customer’s payment of applicable fees), Beautiful.ai will use commercially reasonable efforts to provide Customer remote technical support services by email or phone during Beautiful.ai’s normal business hours (8am-5pm Pacific, Monday through Friday, excluding holidays) for Customer’s use of the Applications and/or Platform (“Support”) in accordance with Beautiful.ai’s then current Support terms and conditions.
2.5. Open Source Components. The Software may contain third party open source software components (“Open Source Components”). Such Open Source Components are not licensed under this Agreement, but are instead licensed under the terms of the applicable open source license. Customer’s use of each Open Source Component is subject to the terms of each applicable license which are available to Customer on request from Beautiful.ai. Notwithstanding any provision herein to the contrary, Customer is solely responsible for its compliance with such licenses. As used in this Agreement, the term “Software” and “Applications” do not include Open Source Components.
3. CUSTOMER DATA AND CONTENT
3.1. Customer Data and Customer Content. As between the parties, Customer shall retain all right, title and interest in and to the Customer Data and, subject to Beautiful.ai’s rights in and to the Beautiful.ai Materials, the Customer Content. Customer hereby grants to Beautiful.ai a non-exclusive, royalty-free, worldwide license to use (including through the use of subcontractors) the Customer Data and Customer Content solely to the extent reasonably necessary for Beautiful.ai to provide Customer the Beautiful.ai Service and other services hereunder.
3.3. Responsibility. Customer is responsible for properly configuring and using the Beautiful.ai Service and taking steps to maintain appropriate security, protection and backup of Customer Data and Customer Content. Customer acknowledges and agrees that Customer is solely responsible for Customer Content, including its legality, reliability, accuracy and appropriateness, and determining who will receive access or copies to Customer Content. Customer represents and warrants that Customer will not, and will not permit any third party (including, without limitation, any Authorized User) to use the Beautiful.ai Service to store or process protected health information or sensitive data and/or information, or any other data or information that Customer does not have the legal right to process or store. Customer further represents and warrants that: (a) Customer or its licensors own all right, title, and interest in and to Customer Content; (b) Customer has all necessary rights and/or authorizations to grant the license to Beautiful.ai to Customer Content and Customer Data contemplated by this Agreement; and (c) the Customer Content and/or Customer Data (nor any part thereof) violates this Agreement, any applicable laws (including, without limitation, Data Protection Laws), or any third party’s intellectual property, privacy, or other right.
3.4. Security Policies. Beautiful.ai will process Customer Data in accordance with the information security policies attached hereto at Exhibit B (the “Security Policies''). Beautiful.ai may update and/or change the Security Policies from time to time; provided that, Beautiful.ai will provide Customer with at least thirty (30) days prior notice if any such updates and/or changes to the Security Policies materially diminishes the administrative, technical, or physical security features of the Beautiful.ai Services taken as a whole. Within ten (10) business days of Customer’s receipt of such notice from Beautiful.ai, Customer may elect to terminate this Agreement in its entirety by providing written notice to Beautiful.ai, and Beautiful.ai will refund to Customer the pro-rated portion of any fees paid in advance by Customer for any unused portion of the ten-current Subscription Term.
4. FEES AND PAYMENT TERMS
4.1. Fees. Customer shall pay the applicable fees, if any, for the Subscription obtained by Customer, as set forth in the applicable Order Form. Except as otherwise set forth in the Order Form, the fees payable by Customer for the Subscription will remain fixed during the Subscription Term unless Customer (a) exceeds the Usage Parameters, and/or (b) upgrades the Subscription, increases the Usage Parameters, and/or subscribes to additional features or products. Upon any increase in fees pursuant to clause (a) or (b) above, Customer shall pay the fees for such increase, pro-rated for the remainder of Customer’s then-current Subscription Term.
4.2. Payment Terms. Unless otherwise set forth on the applicable Order Form, the fees are due and payable by Customer in advance of each Subscription Term. Invoiced fees shall be due and payable by Customer to Beautiful.ai within thirty (30) days after Customer’s receipt of the applicable invoice for such fees. All payments hereunder shall be made in USD and are non-refundable and non-cancellable. Customer agrees to pay interest at the rate of 1.5% per month (or the maximum rate allowed by applicable law, whichever is lower) on amounts more than thirty (30) days past due, and to pay all reasonable costs, including attorneys’ fees and costs, associated with Beautiful.ai’s collection of past due amounts. In addition, if payment is not received or cannot be charged to Customer for any reason in advance, Beautiful.ai reserves the right to suspend or terminate Customer’s and its Authorized User’s access to the Beautiful.ai Service, downgrade the Subscription and/or terminate this Agreement and/or the applicable Order Form.
4.3. Taxes. The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”), and Customer is and shall be responsible for payment of all such taxes (other than taxes based on Beautiful.ai’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of the Beautiful.ai Service, or performance of any services by Beautiful.ai hereunder.
4.3. Changes to Fees. Beautiful.ai may change its fees and payment terms at its discretion; provided however, that such changes will not take effect for Customer until the start of the next Subscription Term (as specified in the applicable Order Form). Beautiful.ai will provide written notice to Customer of any changes to the fees that affect the Subscription purchased by Customer hereunder.
5. BEAUTIFUL.AI PROPRIETARY RIGHTS
5.1. Proprietary Rights. As between Beautiful.ai and Customer, Beautiful.ai or its licensors retain all right, title and interest in and to any and all intellectual property and proprietary rights in and to the Platform, Software, Documentation, and Beautiful.ai Materials (but excluding any Customer Data and/or Customer Content contained in any Beautiful.ai Materials), and any and all modifications, enhancements and/or improvements thereto.
5.2. Operational Metrics. Beautiful.ai monitors and collects Operational Metrics for its own business purposes, such as improving, testing, and maintaining the Beautiful.ai Platform, and developing additional products and services. Customer grants to Beautiful.ai a non-exclusive, irrevocable, transferable, worldwide, and royalty-free license to collect, analyze and use Operational Metrics relating to its delivery of the Beautiful.ai Platform, that are derived from, or related to, Customer Data, including the generation of reports for internal, external, and public use, and to use Operational Metrics for Beautiful.ai’s internal business purposes. Beautiful.ai may only publicly distribute Operational Metrics in aggregate, non-personally identifiable form that cannot be used to identify Customer or any individual Customer User or Customer.
5.3. Feedback. To the extent Customer and/or any Authorized User provides any suggestions and feedback to Beautiful.ai regarding the functioning, features, and other characteristics of the Beautiful.ai Service (or any part thereof) and/or other materials or services provided or made available by Beautiful.ai hereunder (“Feedback”), Customer hereby grants Beautiful.ai a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under Customer’s and its licensors’ intellectual property and proprietary rights to use and exploit such Feedback in any manner and for any purpose.
6. TERM; TERMINATION; CHANGES TO THE SERVICES
6.1. Term. Unless earlier terminated in accordance with the terms of this Agreement, the term of this Agreement will commence on the Effective Date and will continue until the date of expiration or termination of the last Subscription Term.
6.2. Order Forms; Subscriptions. Each Order Form shall commence on the effective date thereof and continue for the Subscription Term set forth therein, and will automatically renew for additional successive terms equal in duration to the initial Subscription Term, unless either party provides written notice of non-renewal to the other party at least thirty (30) days before the end of the then-current Subscription Term. Each Subscription, and (subject to Section 4.4) the corresponding periodic subscription fees set forth in an Order Form, shall automatically renew for successive terms equal in duration to the initial Subscription Term, unless the Order Form is terminated as set forth above.
6.3. Termination. Either party may terminate this Agreement immediately upon written notice if the other party (a) breaches its obligations under this Agreement and does not remedy such breach within thirty (30) days of the date on which the breaching party receives written notice of such breach from the non-breaching party; and/or (b) becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or makes an assignment for the benefit of creditors. In addition, the licenses granted to Customer in Section 2.1(b) shall automatically terminate (without any requirement for Beautiful.ai to provide notice) upon termination of this Agreement by Beautiful.ai for Customer’s breach, or if Customer at any time is in violation of the scope of license grant and/or the use limitations or restrictions set forth in this Agreement with respect to the Beautiful.ai Materials.
6.3. Effect of Termination.
(a) Upon termination or expiration of this Agreement for any reason (i) Customer will pay to Beautifil.ai any amounts due and payable by Customer for the Beautiful.ai Service that have accrued before, and remain unpaid as of, the effective date of termination and/or expiration; (ii) any and all liabilities of either party to the other party that have accrued before the effective date of the expiration or termination will survive; (iii) except as expressly set forth in clauses (b) and (c) below, all licenses granted to Customer under this Agreement shall immediately terminate and Customer shall immediately cease, and ensure its Authorized Users’ cease any and all use of the Beautiful.ai Service, and delete and permanently erase, and ensure each Authorized User deletes and permanently erases, all copies of the Applications from Authorized Devices in Customer’s or any Authorized User’s possession or control; and (iv) within 10 calendar days of such termination, each party shall destroy or return all Confidential Information of the other party in its possession or control, and will not make or retain any copies of such information in any form, except that the receiving party may retain 1 archival copy of such information solely for purposes of ensuring compliance with this Agreement.
(b) The licenses granted to Customer in Section 2.1(b) shall survive this Agreement in accordance with the terms hereof unless and until terminated as set forth in Section 6.3, upon which, Customer shall immediately cease, and ensure its Authorized Users’ cease, any and all use of the Beautiful.ai Materials, and Customer shall destroy all copies of Beautiful.ai Materials in its possession or control.
(c) For a period of fourteen (14) days following the expiration or termination of this Agreement, Beautiful.ai will provide Customer limited access to the Platform for the purpose of exporting one (1) copy of the Customer Content that has been transmitted, uploaded, and stored in the Platform. After such fourteen (14) day period Beautiful.ai will have no further obligation with respect to any Customer Content.
(d) The following Sections shall survive any termination or expiration of this Agreement: 1, 2.3, 2.5, 2.6, 3, 4, 5, 6.4, 7.1 and 8 through 14.
7. CONFIDENTIALITY; PUBLICITY
7.1. Confidentiality. “Confidential Information” means any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure. Confidential Information with respect to: (a) Beautiful.ai, shall include the fees payable hereunder, Software, Documentation, Feedback, and any non-public technical and business information regarding the Beautiful.ai Service (or any part thereof), and (b) Customer, shall include Customer Data and Customer Content. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure. The receiving party of any Confidential Information of the other party will maintain the confidentiality of Confidential Information and further agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides to the disclosing party prompt notice of such required disclosure to enable the disclosing party to seek a protective order. Upon termination or expiration of this Agreement, the receiving party will, at the disclosing party’s option, promptly return or destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except: (1) as required by applicable law, or (2) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed is under a duty of confidentiality).
7.2. Publicity. During the term of this Agreement, Customer hereby agrees that Beautiful.ai shall have the right, but not the obligation, to include Customer’s name and logo as a customer who uses the Beautiful.ai Service on Beautiful.ai’s websites and in other marketing materials promoting the Beautiful.ai Service.
8. WARRANTY DISCLAIMER.
THE BEAUTIFUL.AI SERVICE (AND ALL PARTS THEREOF), AND ANY OTHER MATERIALS, CONTENT, OR SERVICES PROVIDED OR MADE AVAILABLE BY BEAUTIFUL.AI, ARE PROVIDED "AS IS" AND "AS AVAILABLE". BEAUTIFUL.AI AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT. BEAUTIFUL.AI AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE BEAUTIFUL.AI SERVICE (OR ANY PART THEREOF), OR ANY OTHER MATERIALS, CONTENT, AND/OR SERVICES PROVIDED BY BEAUTIFUL.AI OR MADE AVAILABLE THROUGH BEAUTIFUL.AI SERVICE: (A) WILL MEET CUSTOMER’S OR ANY AUTHORIZED USER’S REQUIREMENTS; (B) WILL BE COMPATIBLE WITH CUSTOMER’S OR ITS AUTHORIZED USERS’ NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY INTEGRATIONS; (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (D) WILL BE ACCURATE OR RELIABLE. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE BEAUTIFUL.AI SERVICE, AND ALL RESULTS OF SUCH USE IS SOLELY AT CUSTOMER’S OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER AND/OR ANY AUTHORIZED USER FROM BEAUTIFUL.AI OR ANY THIRD PARTY, SHALL CREATE ANY WARRANTY.
9. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, OR DAMAGES FOR ANY LOST PROFITS, LOST SAVINGS, OR ARISING FROM LOSS OF USE, CONTENT OR DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY PERMITTED DIRECT DAMAGES UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF: (I) THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO BEAUTIFUL.AI HEREUNDER WITH RESPECT TO THE BEAUTIFUL.AI SERVICES GIVING RISE TO THE CLAIM OR LIABILITY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR LIABILITY, OR (II) TWO HUNDRED DOLLARS ($200.00). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (B) CUSTOMER’S MISUSE OF BEAUTIFUL.AI’S INTELLECTUAL PROPERTY OR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.2, (C), CUSTOMER’S VIOLATION OF ANY APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, ANY DATA PROTECTION LAWS, OR (D) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUDULENT MISREPRESENTATION. THE LIMITATIONS SPECIFIED IN THIS SECTION 9 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OR ANY LIMITED REMEDY HEREUNDER. BEAUTIFUL.AI DISCLAIMS ALL LIABILITY OF ANY KIND OF ITS AFFILIATES, LICENSORS AND SUPPLIERS.
10. BASIS OF BARGAIN
The warranty disclaimer and limitation of liability set forth above in Section 8 and 9 are fundamental elements of the basis of the agreement between Beautiful.ai and Customer. Beautiful.ai would not be able to provide the Beautiful.ai Service on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Beautiful.ai’s suppliers.
11.1. Beautiful.ai Indemnity. Beautiful.ai will defend at its own expense any claim or action against Customer brought by a third party to the extent that the action is based upon a claim that the Platform and/or Application infringes any copyrights or misappropriates any trade secrets of such third party, and Beautiful.ai will pay those costs (including reasonable attorneys’ fees) and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs (including reasonable attorneys’ fees) and damages agreed to by Beautiful.ai in a monetary settlement of such action. If the Platform and/or Application becomes, or in Beautiful.ai’s opinion is likely to become, the subject of an infringement claim, Beautiful.ai may, at its option and expense, either: (a) procure for Customer the right to continue exercising the rights licensed hereunder; and/or (b) replace or modify the Platform and/or Application, as applicable, so that it becomes non-infringing. Notwithstanding the foregoing, Beautiful.ai will have no obligation under this Section or otherwise with respect to any infringement or misappropriation claim: (i) based upon the use of a superseded release of the Platform and/or Application, if the claim would have been avoided by the use of the current release, (ii) based upon any modification of the Platform and/or Application by any person other than Beautiful.ai, (iii) based upon the use, operation, or combination of the Platform and/or Application with software programs, data, equipment, materials or business processes not provided by Beautiful.ai, or (iv) based upon the Customer Content or Customer Data. THIS SECTION STATES BEAUTIFUL.AI’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND MISAPPROPRIATION CLAIMS AND ACTIONS.
11.2. Customer Indemnity. Customer shall defend, indemnify, and hold harmless Beautiful.ai, Beautiful.ai’s affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer’s and/or any Authorized User’s breach of this Agreement or any license applicable to any Open Source Components, (b) Customer’s violation of applicable law, rules or regulations, including, without limitation, any Data Protection Laws; (c) Customer Content, or the combination of Customer Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Customer Content or by the use, development, design, production, advertising or marketing of Customer Content; (d) Customer Data; or (e) arising from Customer’s or its Authorized Users’ use of any Third Party Integrations (including, any AI Features).
11.3. Procedure. The indemnified party shall (a) promptly notify the indemnifying party in writing of the claim (a delay in providing notice does not excuse these indemnity obligations unless the indemnifying party is prejudiced by such delay), (b) give the indemnifying party sole control of the defense of the claim (and in any related settlement negotiations), and (c) cooperate and, at the indemnifying party’s request and expense, assist in such defense. The indemnified party may participate in the defense of the claim using its own counsel (at its own expense). The indemnifying party may not settle the claim without the indemnified party’s consent if such settlement imposes a payment or other obligation on the indemnified party.
Customer acknowledges and agrees that Beautiful.ai will have no responsibility or liability of any kind under this Agreement, arising or resulting from: (a) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by Beautiful.ai; (b) nonconformities resulting from Customer’s, any Authorized Users’, or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of the Beautiful.ai Service; (c) modification, amendment, revision, or change to the Beautiful.ai Service (or any part thereof) by any person other than Beautiful.ai; or (d) any other factor outside of Beautiful.ai’s reasonable control.
13. GOVERNMENT LICENSES
The Platform and Application, and any related documentation, licensed to Customer under this Agreement is "commercial computer software" as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.
14.1. Miscellaneous. Beautiful.ai and Customer are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. Customer may not assign this Agreement, or delegate or sublicense any of its rights under this Agreement, without Beautiful.ai’s prior written consent. Beautiful.ai’s failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit Beautiful.ai’s right to enforce such provision at a later time. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect.
14.2. Entire Agreement. This Agreement is the entire agreement between Customer and Beautiful.ai regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Customer and Beautiful.ai, whether written or verbal, regarding the subject matter of this Agreement.
14.3. Notice. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (a) when delivered personally; (b) 1 business day after deposit with a nationally or internationally (as applicable) recognized express courier, with written confirmation of receipt; or (c) 3 business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses first set forth above, or to such other address as may be specified by either party to the other party by written notice in accordance with this Section.
14.4. Choice of Law; Jurisdiction. The laws of California govern this Agreement and any dispute of any sort that might arise from or relate to this Agreement, without reference to any applicable conflict of laws rules. Customer consents to exclusive jurisdiction and venue of San Francisco County, California courts. Beautiful.ai may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Beautiful.ai’s, Beautiful.ai’s affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
14.5. Force Majeure. Beautiful.ai is not liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Beautiful.ai’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine, shelter in place or other orders and/or restrictions.
14.6. Amendments. Any waiver, amendment or modification of any provision of this Agreement must be in writing and executed by an authorized representative of each party.
14.7. Export. Customer acknowledges that the laws and regulations of the United States of America and foreign jurisdictions may restrict the export and re-export of certain commodities and technical data of United States of America origin, including the Software. Customer agrees that Customer will not export or re-export the Software without the appropriate United States or foreign government licenses or permits.
14. QUESTIONS AND ADDITIONAL INFORMATION
Please feel free to contact us at email@example.com if you have any questions about this Agreement.
EXHIBIT A: ORDER FORM
-Intentionally Left Blank-
EXHIBIT B: SECURITY POLICIES
Information Security Policy.
Purpose and Scope
The purpose of this policy is to communicate Beautiful.ai's (BAI) expectations of staff to uphold information security while performing their daily activities. This policy ensures that:
- Computer systems (applications, system software, hardware, etc.) are secure and available.
- Data is correct and available only to those who need it.
- Both customer and employee privacy is maintained.
This policy applies to all BAI staff to ensure BAI’s information assets are protected.
Communication of Information Security
- An information security policy will be available that provides the roadmap for implementing security measures to protect BAI's most valuable assets and will be disseminated to all BAI individuals and entities.
- The information security policy will be reviewed at least annually and updated as required to reflect relevant changes and new protection measures.
- A risk assessment process will be documented and implemented to identify critical assets, threats, and vulnerabilities.
- A review of the risk assessment process will be performed at least annually and upon significant changes to the environment to ensure BAI stays up to date with evolving threats, trend, and technologies.
Usage Policies for Critical Technologies
Usage policies for critical technologies will be developed to provide guidance for BAI personnel on the proper use of devices and other technologies. This prevents personnel from using technologies in violation of company policy, thereby allowing malicious individuals to gain access to critical assets.
The usage policies will define the processes to verify:
- Explicit approval has been obtained from authorized persons to use the technologies.
- All technology use is authenticated with a valid user ID and password or another authentication item (e.g., token).
- All devices and a list of users who are authorized to use the devices are defined.
- Acceptable network locations for the technology.
- A method will be defined to maintain an accurate inventory with proper device labeling for quick identification of non-approved installations, establish an official naming convention for devices, log all devices with established inventory controls. Labeling will include information such as codes that can correlate the device to its owner, contact information, and purpose.
- Acceptable business use and location of company-approved devices and technology, including a list of company-approved products, will be defined.
- Automatic disconnection of remote access technologies after a specific period of inactivity will be required or noncompliance of security standards.
- Activation of remote access technologies used by vendors and third-party entities are activated only when needed and immediately deactivated after use.
- A formal security awareness program will be implemented to educate all personnel on their security responsibilities.
- All personnel will attend security awareness training upon hire and at least annually.
- All personnel will acknowledge (written or electronic) at least annually that they have read and understand the information security policy.
The information security policies will clearly define information security responsibilities for all personnel. This includes but is not limited to the following:
- Report all suspected security and/or policy breaches to Information Security.
- Do not Disable firewall and/or anti-virus.
- Protect access accounts, privileges, and associated passwords.
- Accept accountability for their individual user accounts.
- Maintain confidentiality.
Reviews of Security Policies and Operational Procedures
Processes will be defined to review and confirm that personnel are following security policies and operational procedures. The reviews will cover:
- Daily log reviews – set alerts for logs currently setup for system health
- Firewall rule-set reviews
- Applying configuration standards to new systems
- Responding to security alerts
- Change management processes
Reviews will be performed at least quarterly to confirm the controls are in place and procedures are being followed.
It will be the responsibility of the Information Security team to establish, document & distribute security policy and procedures.
The IT Tech Security & Compliance team are responsible for the following:
- Monitoring and analyze security alerts and distribute information to appropriate information security and business unit management personnel.
- Establish, document, and distribute security incident response and escalation procedures.
- It is the responsibility of the IT Tech Infrastructure to Monitor and control all access to data.
Any exception to this policy, part of it, or any other documents relevant to it need to be approved by Information Security following a security assessment of the proposed exception (with supporting business justification).
It is the responsibility of Information Security to report these exceptions to upper management.
The Information Security Management and Leadership team are responsible for information security. It is the responsibility of the IT Compliance team to check and validate compliance with this policy. This must be done at least once a year.
The policies defined in this document must be observed by all applicable individuals. Violation of this policy will be subject to disciplinary actions, up to and including termination of employment and/or prosecution.
Problem Management Policy.
This document is intended to define and describe a consistent Problem Management process that aims to improve Beautiful.AI service quality by providing an approach to investigate, analyze, document, and remove causes of incidents that occur in Beautiful.AI production systems.
The objectives of the Beautiful.AI Problem Management process are to:
- Diagnose the root cause of incidents and determine the permanent solution to those problems to prevent recurrence
- Maintain information about problems, appropriate workarounds, and resolutions to reduce the number and impact of incidents over time
- Conduct problem reviews to determine what could be done better in the future
- Proactively identify and solve problems to improve IT service quality and prevent potential incidents from occurring
Problem Management: Process that investigates the cause of incidents and, wherever possible, implements a permanent solution to prevent recurrence. Until a permanent resolution is applied, the process will attempt to provide a workaround to enable the service to be restored and the incident(s) to be resolved.
Problem: A cause of one or more incidents. The cause is not usually known at the time a problem record is created, and the Problem Management process is responsible for further investigation.
Reactive Problem Management: Resolving problems in response to one or more active (opened) incidents.
Proactive Problem Management: Identifying problems based on periodic scheduled reviews and an analysis of closed incident patterns.
Retro Problem Record: If for any reason an Emergency change is implemented without a related Jira incident record, then the Beautiful.AI is required to create a problem record after IT services are restored. The retro problem record will ensure a root cause analysis is completed for historical reference, management review and communication.
Incident Management: The process responsible for managing the lifecycle of all incidents. Ensures that normal service operation is restored as quickly as possible (often by means of a temporary workaround).
Incident: Implies something is broken or functioning in a degraded manner. Inquiry from a user to fix something that is broken, not working or needs repair. Also known as a break/fix issue.
Workaround: A workaround is a temporary solution to restore service to normal operation while the underlying issue is being investigated. The workaround does not resolve the problem, it resolves the incident.
Known Error: The root cause of the problem is established, and the affected configuration item (CI) is identified. A temporary workaround/permanent fix may or may not exist.
Root Cause Analysis (RCA): The activity that identifies the root cause of a problem.
Problem Report: An executive summary report often used when internal or external stakeholders are requesting a summary report containing the details of the problem.
Request for Change (RFC): A request for change is a submitted request Jira for a proposed change to be made to fix the problem.
The scope of Problem Management will include diagnosis of the root cause of incidents taking the necessary action in relationship with other IT processes (Incident Management and Change Management) to identify errors, provide workarounds to those errors, thus being able to remove errors from Beautiful.AI production systems.
Roles and Responsibilities
Problem Manager – Beautiful.AI department manager accountable for the problem record resolution assigned to their department. The Problem Manager will be required to review and approve the completed root cause analysis within the problem record before the problem record can be closed.
Problem Owner – The Beautiful.AI resource responsible for creating a problem record within the Service Management application (Jira) after determining an incident or trend of incidents requires a problem record.
The Problem Owner responsibilities include:
- Record any activity performed in the problem record work notes
- If individuals from multiple departments are involved in researching the problem, coordinate the investigation efforts
- If a workaround is identified, document the workaround in the problem record and inform the user(s) affected by the incident (if appropriate)
- If a known error is identified, document the known error in the problem record
- If there is business justification for fixing the known error, initiate the Beautiful.AI Change Management process
- All problems must be recorded in Jira if justified by incident assignees or Beautiful.AI departments that deem a problem record is required.
- Only the Problem Owner or Problem Manager can close a problem record.
- If a problem will be fixed through a change, the change record (in Jira) must be related with the problem record.
- Any work conducted for a problem, must be recorded in the work notes section of the problem record (in Jira) If an incident is related to a problem, the incident record must be related to the problem record.
- Opened incident records cannot be related to closed problems.
Detection and Logging
- Reactive and Proactive Problem Management activities using Incident Management
Investigation and Diagnosis
- Analyzing the incidents (active (opened) or closed) that led to the problem
Identifying a Workaround
- Identifying a workaround to enable the Beautiful.AI address active (opened) incidents and restore normal service while the problem is being investigated.
Identifying a Root Cause and Raising a Known Error Record
- Identifying a root cause (known error) of the problem and raising the problem record as a known error.
- Problem resolution resolves the underlying cause of the set of incidents and prevents those incidents from recurring. Some resolutions may require the Beautiful.AI Change Management Process, as they may affect service levels.
- If the fix for the problem is not justified to implement, then the problem record will remain opened. The Problem Owner will continue to investigate a workaround if one was never identified.
- Problem Deferral - The Problem Owner and Problem Manager can make the decision to close a problem record if a workaround AND root cause cannot be identified/determined.
Complaints Management Policy.
This document is intended to define and describe a consistent Complaints Management process that aims to improve Beautiful.AI service quality by providing an approach to investigate, analyze, document, and remove causes of complaints from customers.
In managing complaints, we have regard to the following guiding principles of effective complaints management.
We actively solicit feedback from our clients on a regular basis and acknowledge a client’s right to complain. We are strongly committed to addressing any issues raised within a reasonable timeframe. People making complaints are treated with respect. We will endeavor to involve complainants in the complaint process as far as practicable and appropriate in the circumstances.
Ensuring no detriment to complainant
We take all reasonable measures to ensure that complainants are not adversely affected because of a complaint made by them or on their behalf.
Visibility and transparency
The Beautiful.AI platform is accessible to its customers after the conclusion of the contracting process, through which the standard terms and agreements are established as a result the clauses related to the management of complaints and customer success are agreed to in the writing of the contract.
Our Complaint Management process is designed to make it easy for a client to make a complaint. We will assist clients to make a complaint, if required. If assistance is required in formulating or lodging a complaint, the complainant should contact the team member working on the matter. If this is not appropriate, they should contact the Complaints Officer. We understand a complainant may request that another person or organization assist or represent them to make and progress their complaint. We will accept complaints from authorized representatives of complainants.
There will be no charge to the complainant for making a complaint.
We will promptly confirm with a complainant that we have received their complaint. Complaints will be handled in an efficient and effective manner. We aim to resolve complaints within the agreed upon timeline as agreed to in the contract. If we anticipate we will take longer to respond, we will inform the complainant of the reason for the delay and likely time for resolution.
Objectivity, fairness, and equity
Each complaint is managed in an objective, unbiased and equitable manner.
Privacy and disclosure
We will use the information a complainant provides to assess the complaint, conduct the investigation, and seek a resolution. Personally, identifiable information concerning the complainant will not be disclosed to third parties unless the complainant expressly consents to its disclosure.
All employees accept responsibility for effectively managing a complaint raised about them, the product or service they have provided. Where appropriate, issues raised in complaints will be addressed in partner and employee performance evaluation.
Our Complaints Management process will be reviewed periodically, and at least every three years, to aim to enhance its efficient delivery of effective outcomes. We believe that responding to and learning from complaints is an essential part of Beautiful.AI's commitment to continuous quality improvement.
How you can make a complaint
If you have a complaint about a product or employee you can direct your complaint to your representative orally, by letter, email or via the Beautiful.AI website Contact Us page.
If you are not sure who you should refer your complaint to please submit your complaint to the Support Officer via the Support page on the Beautiful.AI website (www.Beautiful.ai) or write or call our Support Officer:
- Fatima Sbieh
- Email: firstname.lastname@example.org
If complaints are not resolved within the agreed upon timeframe the escalation path is to contact the CEO:
- Jason Lapp
- Email : email@example.com
The information you can provide
When making a complaint please provide the following information: your name and contact details.
- If you are contacting us on a complainant’s behalf, the name of the complainant and your role or authority to act on their behalf.
- If the complainant is a Beautiful.AI client, the nature of the engagement with Beautiful.AI.
- The regular contact person within Beautiful.AI.
- Details of the complaint (including when the conduct giving rise to the complaint occurred).
- Details of the Beautiful.AI employee involved (if applicable).
- Copies of any documentation supporting the complaint.
How we will handle your information and protect your privacy
We will use the information you have provided to assess your complaint, conduct the investigation, and seek a resolution. In order to effectively investigate your complaint, we may need to share the information you give us with:
- the people or team your complaint is about.
- other people within Beautiful.AI who may assist us with investigating your complaint, such as our quality assurance staff or human resources staff; and
- where your complaint is made on behalf of an organization, that organization.
We may need to collect further information from you in order to investigate your complaint. If you do not provide this information, we will investigate your complaint and respond to you; however, we may not be able to resolve your complaint to your satisfaction.
Do you need assistance to make your complaint?
If you require assistance in formulating or lodging a complaint, please contact the Complaints Officer (contact details as provided above). If you authorize someone to make your complaint on your behalf, we may need your written confirmation of their authority before we can discuss your complaint with them.
We will acknowledge and deal with your complaint promptly
We will acknowledge receiving your complaint promptly and, will endeavor to resolve your complaint timely. Where our review is likely to take longer, we will contact you to inform you why our response is delayed and indicate when we expect to complete our review and provide our response to your complaint.
Your rights during the complaint process
We will endeavor to keep you informed about our progress in investigating your complaint by contacting you, at least fortnightly.
We will respond to you in writing
When we have completed our investigation of your complaint, we will respond to you in writing.