Terms and Conditions

This eScribAI Platform Agreement (the "Agreement") is entered into by and between Escribai Solutions S.L., a corporation, with its principal place of business at Plaza Doctor Letamendi, 7a, 3o, Barcelona, Spain ("eScribAI", "We", "Us", or "Our"), and the entity or individual placing an order for or accessing the Service ("Customer", "You", or "Your").

This Agreement governs your access to and use of the eScribAI proprietary artificial intelligence platform, including any related software, documentation, and support services (collectively, the "Service").

1. Definitions

Capitalized terms used in this Agreement shall have the meanings given to them in this Section 1 or as otherwise defined in this Agreement.

1.1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2. "Agreement" means this eScribAI Platform Agreement and any exhibits, schedules, and addenda hereto, along with any applicable Order Forms or Subscription Plans.

1.3. "Authorized User" means an individual who is authorized by the Customer to use the Service, for whom a subscription has been purchased, and who has been supplied user identification and passwords by the Customer (or by eScribAI at the Customer's request). Authorized Users may include employees, consultants, contractors, and agents of the Customer.

1.4. "Confidential Information" has the meaning set forth in Section 5.1.

1.5. "Customer Data" means all electronic data, text, documents, files, or other materials, including any personal data, submitted by or for the Customer to the Service. For the avoidance of doubt, Customer Data does not include User-Generated Content.

1.6. "Documentation" means the applicable service descriptions, user guides, and other documentation relating to the Service provided by eScribAI to the Customer, as may be updated from time to time.

1.7. "Order Form" means an ordering document or online order specifying the Service to be provided hereunder that is entered into between the Customer and eScribAI, including any addenda and supplements thereto.

1.8. "Service(s)" means the eScribAI proprietary artificial intelligence platform and related services, including access to the underlying software, algorithms, and content, made available by eScribAI to the Customer via the internet, as specified in the applicable Subscription Plan or Order Form.

1.9. "Subscription Plan" means the specific package of services, features, and usage limits selected by the Customer through the eScribAI website's pricing page or other online mechanism.

1.10. "Subscription Term" means the period during which the Customer is authorized to use the Service, as specified in the applicable Subscription Plan or Order Form.

1.11. "User-Generated Content" means the output, including text, summaries, drafts, and analyses, generated and returned by the Service based on the Customer's submission of Customer Data.

2. The eScribAI Service and Access Rights

2.1. Provision of the Service

eScribAI will make the Service available to the Customer and its Authorized Users pursuant to this Agreement and the applicable Subscription Plan or Order Form during the Subscription Term. eScribAI shall be responsible for hosting, operating, and maintaining the platform.

2.2. License Grant

Subject to the terms and conditions of this Agreement, eScribAI hereby grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service, solely for the Customer's internal business purposes, during the applicable Subscription Term. This right is limited to the number of Authorized Users and other usage metrics specified in the Customer's Subscription Plan or Order Form.

2.3. User Accounts

The Customer is responsible for all activities that occur in Authorized User accounts and for the Authorized Users' compliance with this Agreement. The Customer shall: (a) ensure that the information provided upon registration is accurate, complete, and current at all times; (b) be responsible for the confidentiality and security of Authorized User passwords and accounts; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify eScribAI promptly of any such unauthorized access or use; and (d) ensure that an Authorized User subscription is assigned to a specific individual and is not shared or used by more than one individual.

2.4. Customer Responsibilities

The Customer agrees to use the Service only in compliance with the Documentation, this Agreement, and applicable laws and government regulations. The Customer is solely responsible for the accuracy, quality, integrity, and legality of the Customer Data and the means by which it acquired the Customer Data.

3. Subscription, Fees, and Payment

3.1. Subscription Plans and Fees

The Customer shall pay all fees specified in the applicable Subscription Plan or Order Form ("Fees"). Except as otherwise specified herein or in an Order Form, (a) Fees are based on the Service subscriptions purchased and not actual usage; (b) payment obligations are non-cancelable and Fees paid are non-refundable; and (c) quantities purchased cannot be decreased during the relevant Subscription Term.

3.2. Invoicing and Payment

Fees will be invoiced in advance and otherwise in accordance with the relevant Subscription Plan or Order Form. For online Subscription Plans, the Customer must provide a valid credit card or other accepted payment method, and the Customer authorizes eScribAI to charge such payment method for all purchased subscriptions. For customers on an Order Form, invoices are due net thirty (30) days from the invoice date unless otherwise stated.

3.3. Automatic Renewal

Unless otherwise specified in an Order Form, each Subscription Term will automatically renew for an additional period equal to the expiring Subscription Term, unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.

3.4. Late Payments and Taxes

If any invoiced amount is not received by eScribAI by the due date, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Customer is responsible for payment of all such taxes.

3.5. Fee Changes

eScribAI reserves the right to modify the Fees for the Service on a going-forward basis. We will provide the Customer with at least thirty (30) days' prior written notice of any fee change before the end of the then-current Subscription Term.

4. Intellectual Property Rights

4.1. eScribAI's Intellectual Property

eScribAI, its Affiliates, or its licensors own all right, title, and interest, including all related intellectual property rights, in and to the Service, the underlying software, technology, algorithms, know-how, and Documentation. This Agreement is not a sale and does not convey to the Customer any rights of ownership in or related to the Service.

4.2. Customer Data and Content

As between eScribAI and the Customer, the Customer exclusively owns all right, title, and interest in and to all Customer Data and User-Generated Content.

4.3. License to eScribAI

The Customer grants to eScribAI and its Affiliates a worldwide, limited-term, non-exclusive, royalty-free license to host, copy, transmit, display, and otherwise use Customer Data as reasonably necessary for eScribAI to provide, maintain, and improve the Service in accordance with this Agreement. eScribAI will not use Customer Data or User-Generated Content to train its general-purpose artificial intelligence models that may be used for other customers.

4.4. Feedback

If the Customer or any of its Authorized Users provides any suggestions, enhancement requests, recommendations, or other feedback relating to the Service ("Feedback"), the Customer grants eScribAI and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, make, modify, and incorporate such Feedback into its products and services without any obligation or compensation to the Customer.

5. Confidentiality and Data Security

5.1. Definition of Confidential Information

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Customer's Confidential Information includes Customer Data. eScribAI's Confidential Information includes the Service and its underlying technology and know-how.

5.2. Protection of Confidential Information

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) and will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.

5.3. Data Security

eScribAI will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data. These safeguards will include measures for preventing access, use, modification, or disclosure of Customer Data by Our personnel except (a) to provide the Service and prevent or address service or technical problems, (b) as compelled by law, or (c) as expressly permitted in writing by the Customer.

5.4. Privacy

eScribAI's collection, use, and disclosure of personal information in connection with the Service is governed by Our Privacy Policy, which is available on Our website and is incorporated by reference into this Agreement.

6. Acceptable Use Policy

The Customer and its Authorized Users shall not:

use the Service for any illegal purpose or in violation of any local, state, national, or international law;
infringe upon or violate the intellectual property rights or any other rights of any third party;
attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure of the Service;
upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;
use the Service to store or transmit any material that is harassing, defamatory, libelous, obscene, or otherwise objectionable;
attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to or used together with the Service; or
use the Service to generate content that is intentionally deceptive or misleading, promotes hate speech or violence, or is designed for unlawful or malicious activities.

7. Warranties and Disclaimers

7.1. Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

7.2. eScribAI's Limited Warranty

eScribAI warrants that the Service will perform materially in accordance with the applicable Documentation.

7.3. General Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." ESCRIBAI AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7.4. Disclaimer of AI-Generated Content

THE CUSTOMER ACKNOWLEDGES AND AGREES THAT:

THE SERVICE UTILIZES GENERATIVE ARTIFICIAL INTELLIGENCE AND THE USER-GENERATED CONTENT MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS. THE OUTPUT OF THE SERVICE IS NOT GUARANTEED TO BE ACCURATE, COMPLETE, OR CURRENT.
THE SERVICE AND ANY USER-GENERATED CONTENT ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE. ESCRIBAI DOES NOT PROVIDE LEGAL, FINANCIAL, MEDICAL, OR ANY OTHER FORM OF PROFESSIONAL ADVICE. NO ATTORNEY-CLIENT RELATIONSHIP IS FORMED BY THE USE OF THE SERVICE.
THE CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, EDITING, AND INDEPENDENTLY VERIFYING THE ACCURACY, LEGALITY, AND APPROPRIATENESS OF ALL USER-GENERATED CONTENT BEFORE ANY USE OR RELIANCE.

8. Limitation of Liability

8.1. Exclusion of Consequential Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT, AND REGARDLESS OF THE THEORY OF LIABILITY.

8.2. Cap on Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER FOR THE SERVICE GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

8.3. Exclusions from Limitations

The limitations under Sections 8.1 and 8.2 will not apply to liability for: (a) a party's indemnification obligations under Section 9; (b) a party's breach of its confidentiality obligations under Section 5; or (c) a party's violation of the other party's intellectual property rights.

9. Indemnification

9.1. Indemnification by eScribAI

eScribAI will defend the Customer against any claim, demand, suit, or proceeding made or brought against the Customer by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates such third party's intellectual property rights, and will indemnify the Customer from any damages finally awarded against the Customer in connection with any such claim.

9.2. Indemnification by Customer

The Customer will defend eScribAI and its Affiliates against any claim, demand, suit, or proceeding made or brought against eScribAI by a third party arising from or related to: (a) the Customer Data; (b) the Customer's use of the Service in breach of this Agreement or applicable law; or (c) the Customer's use, publication, or distribution of User-Generated Content.

10. Term and Termination

10.1. Term of Agreement

This Agreement commences on the date the Customer first accepts it and continues until all Subscription Terms have expired or have been terminated.

10.2. Termination for Cause

A party may terminate this Agreement for cause: (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

10.3. Effect of Termination

Upon any termination of this Agreement, the Customer shall immediately cease all use of and access to the Service. Upon request by the Customer made within thirty (30) days after the effective date of termination, eScribAI will make Customer Data available to the Customer for export or download.

10.4. Survival

The sections titled "Fees and Payment," "Intellectual Property Rights," "Confidentiality and Data Security," "Warranties and Disclaimers," "Limitation of Liability," "Indemnification," "Term and Termination," and "General Provisions" will survive any termination or expiration of this Agreement.

11. General Provisions

11.1. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Spain, without regard to its conflict of laws principles. The parties agree that the courts located in Barcelona, Spain will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.

11.2. Dispute Resolution

The parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by good-faith negotiation. If the parties are unable to resolve the dispute through negotiation within thirty (30) days, the dispute shall be resolved by binding arbitration.

11.3. Notices

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

11.4. Entire Agreement and Order of Precedence

This Agreement, including all exhibits and addenda hereto and all Order Forms and Subscription Plans, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements. In the event of any conflict or inconsistency among the documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

11.5. Miscellaneous

This Agreement may not be assigned by either party without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Agreement is held to be contrary to law, the provision will be deemed null and void, and the remaining provisions will remain in effect. Neither party will be liable for any failure or delay in performance due to a Force Majeure event.