FOR PARTNERS:

PLATFORM AGREEMENT

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FOR PARTNERS:
PLATFORM AGREEMENT
Please read this AI Automation Agency Ltd Platform Agreement (the “Agreement”). You must agree to this Agreement to use the Platform (as defined below). This Agreement grants AI Automation Agency Ltd permission to use your marketing assets (e.g., your App name and logo) throughout AI Automation Agency Ltd’s website and platform, and on other AI Automation Agency Ltd Platform participants’ apps and websites to promote Integrations (as defined below).
As used herein:
As used herein:
Apps” mean your own branded applications and your application programming interfaces used or relied upon by Integrations and any updates, upgrades, modifications, additions, and versions thereto.
Documentation” means AI Automation Agency Ltd’s documentation and templates made available to you by AI Automation Agency Ltd on the Platform website or elsewhere.
Integrations” mean the integrations and data links that connect Apps with the Platform, and any updates, upgrades, modifications, additions, and versions thereto.
Libraries” mean AI Automation Agency Ltd’s script libraries made available to you by AI Automation Agency Ltd on the Platform website or elsewhere, and any updates, upgrades, modifications, additions, and versions thereto.
Platform” means the AI Automation Agency Ltd platform made available to you at: https://aia.ci/platform, which includes Documentation, Libraries, AI Automation Agency Ltd APIs, Sample Code, other AI Automation Agency Ltd materials provided to you via the Platform website, and any updates, upgrades, modifications, additions, and versions thereto.
Sample Code“means sample code made available by AI Automation Agency Ltd to the extent not separately licensed under an open-source license.
Services“mean the AI Automation Agency Ltd cloud-based automation platform.
TOS“means the AI Automation Agency Ltd Terms of Service at: https://aia.ci/tos, as may be updated from time to time that governs the use of the Services.
AI Automation Agency Ltd APIs“mean AI Automation Agency Ltd’s application programming interfaces made available by AI Automation Agency Ltd on the Platform, and any updates, upgrades, modifications, additions, and versions thereto.
Thank you for your interest in AI Automation Agency Ltd and the Platform, which allows you to build Integrations with and between Apps to facilitate the Services. This Agreement governs your use of the Platform. If you are entering into this Agreement on behalf of a company, organization, or other legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to AI Automation Agency Ltd that you have the authority to bind such Entity to this Agreement, in which case the term “you” shall refer to such Entity. By downloading, installing, or otherwise accessing or using the Platform, you agree that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not use the Platform. This Agreement will govern your use of the Platform if there is any conflict between this Agreement and the TOS.
By using or accessing any portion of the Platform, you acknowledge and agree as follows:
Limited License
Limited License
Subject to your complete and ongoing compliance with all the terms and conditions of this Agreement, including without limitation, all license limitations, restrictions, and permissions, AI Automation Agency Ltd grants you the following limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to:
  • Copy, use, and (where applicable) authorize your employees to use the Documentation internally solely in connection with developing Integrations.
  • Copy and modify Sample Code strictly for the purpose of developing Integrations.
  • Copy and use the AI Automation Agency Ltd APIs strictly for the purpose of linking Integrations.
  • Incorporate unmodified Libraries and modified or unmodified Sample Code into Integrations and redistribute the same as part of Integrations solely through the Services.
Notwithstanding anything herein, the foregoing license rights are limited to the development and distribution of Integrations solely for the purpose of accessing or interfacing with the Services, as permitted in the Documentation, and in compliance with the AI Automation Agency Ltd Acceptable Use Policy located at: https://aia.ci/aup, as may be updated from time to time.
Restrictions
Restrictions
By accessing or using the Platform, you represent, warrant, and covenant that you are engaged in the development of software applications (i.e., Apps) and have the authority to integrate Apps with the Services. You will not (or authorize any third party to), directly or indirectly:
  • Redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit, adapt, create derivative works of, modify, or otherwise use or exploit in any manner any portion of the Platform, except as expressly provided herein.
  • Distribute, deploy, or otherwise utilize Integrations for any purpose other than to facilitate the integration of apps with the Service.
  • Use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable Documentation.
  • Fail to maintain the confidentiality of any non-public aspects of the Platform or fail to use at least the same measures to protect the non-public aspects of the Platform as you use for your own confidential information (and in any case, no less than reasonable care).
  • Decompile, reverse engineer, or otherwise access or attempt to access the source code for the Platform not made available to you in source code form.
  • Remove, obscure, interfere with, or circumvent any Platform feature, including without limitation, any copyright or other intellectual property notices, security, or access control mechanism.
  • Take any action that could subject the Platform (or any part) to third-party terms, including without limitation “open source” software license terms.
  • Copy, frame, or display any elements of the Services through Integrations or Apps, except as expressly authorized by AI Automation Agency Ltd in writing.
  • Access or use the Platform for any competitive purpose or competitive analysis or disseminate performance information (including uptime, response time, or benchmarks) relating to the Platform or Services.
  • Use or access the Platform in violation of the Acceptable Use Policy.
  • Use the Platform for any purpose other than for it was expressly designed.
  • Suggest any affiliation with AI Automation Agency Ltd, including any suggestion that AI Automation Agency Ltd sponsors, endorses, or guarantees any Integrations, or App, except for the Platform integration relationship expressly contemplated in this Agreement, or make any representations, warranties, or commitments regarding AI Automation Agency Ltd or on behalf of AI Automation Agency Ltd (including with respect to the Services or Platform).
If you are prohibited from using the Platform under applicable law, you may not use it. You will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with your use of the Platform. ANY USE IN VIOLATION OF THESE LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED AND UNLICENSED.
Reservation of Rights
Reservation of Rights
The Platform is owned by AI Automation Agency Ltd and licensed, not sold, to you. The Platform and the Services, including, without limitation, all app templates, content, visual interfaces, interactive features, information, graphics, design, compilations, computer code, products, services, and other Platform and Services elements, are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and other intellectual property and proprietary rights, and applicable laws. As between you and AI Automation Agency Ltd, all components of the Platform, including all intellectual property rights therein and thereto, are the sole and exclusive property of AI Automation Agency Ltd, its affiliates, and/or licensors. AI Automation Agency Ltd reserves all rights not expressly granted in this Agreement. You do not acquire any right, title, or interest to the Platform, whether by implication, estoppel, or otherwise, except for the limited rights set forth herein. AI Automation Agency Ltd may monitor Platform usage and limit your access to the Platform, including the number of calls or requests you may make. AI Automation Agency Ltd may put these limitations in place in its sole discretion, especially if it believes your usage is in breach of this Agreement, may negatively affect the Platform, or may otherwise impose liability on AI Automation Agency Ltd.
Trademarks
Trademarks
To the extent that AI Automation Agency Ltd approves Integrations and they are activated and made publicly available through the Services, each party (the “Grantor”) hereby grants to the other party (the “Grantee”) a non-exclusive, non-transferable (except as set forth in Section 19), non-sublicensable right and license to use Grantor’s trademarks, trade names, service marks, logotypes or brand identifiers, whether registered or unregistered (collectively, “Trademarks”), solely for the purpose of: (i) in the case of you as the Grantor, marketing and publicizing the Services and the functionality of Integrations that are approved and activated; or (ii) in the case of AI Automation Agency Ltd as the Grantor, indicating that approved and activated Integrations are available and operable on the Services.
You also hereby grant to third-party Platform participants with applications or application programming interfaces that are approved for the Platform (“Third-Party Participants”, and such applications or application programming interfaces, “Third-Party Apps”) a non-exclusive, non-transferable (other than to a successor), non-sublicensable right and license to use your Trademarks solely for the purposes of: (i) marketing and publicizing the Third-Party Apps of such Third-Party Participants; and (ii) linking or embedding such Third-Party Apps with Integrations and Apps.
For all private Integrations that have not been approved by AI Automation Agency Ltd, you hereby grant to AI Automation Agency Ltd a non-exclusive, non-transferable (except as set forth in Section 19), non-sublicensable right and license to use your Trademarks, solely for the purpose of indicating that the Integrations are available and operable on the Services on a private, invitation-only basis.
Each party reserves all rights to its Trademarks not expressly granted under this Section 4. Any rights (including goodwill) that Grantee acquires by use of the Grantor’s Trademarks shall inure solely to the benefit of Grantor. Grantee shall not: (i) use any mark confusingly similar to the Grantor’s Trademarks; or (ii) use Grantor’s Trademarks in its business names, product/service names, or website domain names. Grantee shall use the Trademarks in accordance with Grantor’s guidelines as may be provided by Grantor from time to time, and Grantor shall have the right to review Grantee’s use of the Grantor’s Trademarks from time to time. Grantee shall remedy any deficiencies in its use of the Grantor’s Trademarks, as determined by Grantor in its sole discretion, upon notification by Grantor and in the manner requested by Grantor.
Standards for Integrations/Apps
Standards for Integrations/Apps
For Integrations, you represent and covenant that you will meet and continue to meet the following standards with respect to Integrations:
  • Adherence to Quality. You will ensure that Integrations meet the standards set forth at: https://platform.aia.ci/partners/integration-review-guidelines, as may be updated from time to time.
  • Maintenance of Integrations. You will take reasonable measures to maintain the functionality, quality, availability, and security of Integrations.
  • Maintenance of Apps. You will take reasonable measures to maintain the functionality, quality, availability, and security of Apps.
  • Development/Brand Guidelines. You will comply with AI Automation Agency Ltd’s style guide at: https://platform.aia.ci/partners/planning-guide and brand guidelines at: https://brand.aia.ci, as may be updated from time to time.
For Integrations to be activated and made publicly available through the Services, AI Automation Agency Ltd must first approve them at its sole discretion. AI Automation Agency Ltd reserves the right, but not the obligation, to maintain the functionality, quality, availability, and security of Integrations.
Your Other Responsibilities
Your Other Responsibilities
  • Integrations/Apps and End Users. You are solely responsible, at your own expense, for: (i) Integrations and Apps and their distribution, operation, and support; (ii) your own relationships and agreements with end users regarding their use of Integrations and Apps; (iii) the security of Integrations and Apps; and (iv) Integrations and Apps’ compliance with all applicable laws, third-party policies, and terms and conditions.
  • User Data. An end user of the Services and the Apps may access, retrieve, transmit, upload, post, delete, collect, maintain, use, store, or otherwise process (collectively, “Process” or “Processed”) certain of their data, content, or information through Integrations (“User Data”) for their further use. With respect to such User Data (including from third-party services), you agree:
1. To Process the User Data only to the extent enabled by such end user and to ensure that all User Data is Processed in Integrations and Apps in accordance with: (1) your agreement with the end user, a legally adequate privacy policy, and appropriate contextual notices to and consents from end users; (2) all applicable laws; (3) all applicable policies and terms and conditions of any Third-Party Apps or third-party services accessed or linked to Process any User Data; and (4) appropriate measures that protect the privacy and security of User Data.
2. To use User Data only to provide user-facing features, and not to transfer or sell User Data for other purposes (e.g., targeting ads, market research, email campaign tracking, and other unrelated purposes).
3. To access only the User Data necessary to implement Integrations and Apps.
4. Not to permit humans (other than the user’s intended recipient, if applicable, and the end user themselves) to read User Data, except: (1) if you obtain the end user’s affirmative consent; (2) as necessary for security purposes or to comply with applicable law; or (3) your use is limited to internal operations and the User Data (including derivations) have been aggregated and anonymized.
To Process User Data from the Services, Third-Party Apps or other third-party services, Integrations, and Apps may need to meet certain minimum security and privacy standards. You agree to demonstrate that they meet such standards upon request.
  • TOS. You will not facilitate or encourage any end user to violate the TOS or interfere with their review or acceptance of the same. For the avoidance of doubt, your use of the Platform is subject to this Agreement, not the TOS. If you use Services as an end user, such use remains subject to the TOS.
Your Representations, Warranties, and Covenants
Your Representations, Warranties, and Covenants
You represent, warrant, and covenant that:
  • You have full power and authority to enter into and perform this Agreement and to exploit Integrations and Apps without violating any other agreement or undertaking.
  • Integrations, Apps, and their use will not violate any third-party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws or regulations.
  • All information that you provide to AI Automation Agency Ltd is and will be true, accurate, and complete.
  • (1) Integrations will not facilitate any violation of the regulations of the U.S. Department of Commerce, or any other export or import restrictions, laws, or regulations of the United States; and (2) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.
  • You will not interfere with AI Automation Agency Ltd’s business practices, including with respect to the Services or Platform.
AI Automation Agency Ltd’s Rights
with Respect to Integrations
AI Automation Agency Ltd’s
Rights with Respect to Integrations
You hereby grant to AI Automation Agency Ltd an exclusive (as to third parties), perpetual, irrevocable, sublicensable right and license to copy, modify, use, make derivative works of, improve, update, upgrade, add to, and distribute Integrations in connection with the Services, provided that AI Automation Agency Ltd will not intentionally remove functionality from Integrations other than to bring them into compliance with this Agreement (including Sections 5 and 6) or to address errors, bugs, security, availability, connectivity, or other similar issues. For clarity, the foregoing exclusivity means that only you (subject to Section 2 and the other terms and conditions of this Agreement) and AI Automation Agency Ltd (or its sublicensees) may exercise any rights in Integrations, except that either you or AI Automation Agency Ltd may permit end users to use Integrations in connection with their permitted use of the Services. This license will survive any termination of this Agreement. AI Automation Agency Ltd may exercise the foregoing rights through contractors providing services to AI Automation Agency Ltd, solely in their capacities as service providers to AI Automation Agency Ltd. You agree to provide AI Automation Agency Ltd with the source code for Integrations upon request.
You will immediately notify AI Automation Agency Ltd in writing if you become aware of third parties using Integrations other than in connection with the Services or otherwise in violation of this Agreement, and you will use best efforts to cause such third parties to cease such use. You agree that AI Automation Agency Ltd will have the right (but not the obligation) to take action against such third party, including by enforcing any intellectual property rights in Integrations against such third party. You will cooperate with AI Automation Agency Ltd in connection with any such action, including, if necessary, by being joined as a party to such action.
AI Automation Agency Ltd may collect and analyze data and other information relating to the provision, use, or performance of the Platform, Integrations, and related systems and technologies. AI Automation Agency Ltd may: (i) use such data and information to improve and enhance the Platform, Integrations, Services, and/or AI Automation Agency Ltd business; and (ii) disclose such data and information in aggregated or other de-identified forms in connection with its business. AI Automation Agency Ltd’s Privacy Policy located at: https://aia.ci/privacy is hereby incorporated into and made a part of this Agreement.
Processing of Data
Processing of Data
The parties hereby acknowledge and agree that when an end user uses Integrations to Process User Data, such end user is the “data controller” (as such term is defined under applicable data privacy laws) of their User Data. AI Automation Agency Ltd is the “data processor” or “service provider,” as applicable (as such terms are defined under applicable data privacy laws) of such User Data in AI Automation Agency Ltd’s possession. You are the “data processor” or “service provider,” as applicable (as such terms are defined under applicable data privacy laws) of such User Data in your possession. Each party hereby agrees to comply with applicable laws.