IngredientAI Product Terms
To use the Services, you must accept these IngredientAI Product Terms (“Agreement”).
1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Order Form.
“Customer” means the customer entity listed on the applicable Order Form.
“Effective Date” means the start date of Customer’s subscription on the applicable Order Form.
“IngredientAI” means Ingredient AI, Inc., a Delaware corporation.
“Order Form” means the ordering document representing Customer’s subscription to the Service, which is executed by the parties and which specifies, among other things, the subscription term and the applicable subscription fees.
“Service” means IngredientAI’s proprietary generative artificial intelligence-enabled platform and related services, as described in an Order Form(s).
2. Provision of Service. IngredientAI shall provide the Service subject to the terms and conditions of this Agreement. This Agreement includes the IngredientAI Policies (as defined below), and all applicable order forms for the Services, each of which is incorporated herein by reference. IngredientAI shall: (i) provide Customer with the authentication credentials Customer will need to access the Service; (ii)provide reasonable standard support to Customer; and (iii) use commercially reasonable efforts to make the Service generally available, excluding standard and emergency maintenance temporarily unavailable for maintenance or causes beyond IngredientAI’s reasonable control.
3. Use of Service.
3.1 Customer Responsibilities. Customer shall be responsible for (i) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”), (ii) maintaining the security of the Equipment and any information thereon, (iii) maintaining the security and confidentiality of credentials with respect to Customer’s account, including passwords and files, (iv) all uses of such credentials, the Customer account or the Equipment, with or without Customer’s knowledge or consent, and (v) obtaining any consents and other permissions from third parties necessary for IngredientAI to use the Customer Data (as defined below) in the performance of the Services and otherwise in accordance with this Agreement.
3.2 Use of Services. Customer warrants it will use the Services only in compliance with (i) applicable laws and (ii) IngredientAI’s privacy notice, available at: www.ingredient-ai.com/privacy and any other policies posted to IngredientAI’s website (the “IngredientAI Policies”) and otherwise in accordance with this Agreement. Although IngredientAI has no obligation to monitor Customer’s use of the Services, IngredientAI may do so and may prohibit any use of the Services it believes may be (or are alleged to be) in violation of the foregoing.
3.3 Use Restrictions. Customer shall not: (i) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in this Agreement; (ii) use the Services or any documentation or other materials received from IngredientAI in connection with this Agreement, to develop a product or service that competes with the Service, or use the Service, Output, or any documentation or other materials received from IngredientAI in connection with this Agreement to train, enhance, fine tune, or otherwise improve any machine learning or generative artificial intelligence models; (iii) frame or utilize framing techniques to enclose any portion of the Service (including images, text, page layout or form); (iv) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (vi) access or use the Service in any manner that could disable, overburden, damage, disrupt or impair the Service or interfere with any other party’s access to or use of the Service; (vii) attempt to gain unauthorized access to, interfere with, damage or disrupt the Service, accounts registered to other users, or the computer systems or networks connected to the Service; (viii) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Service; (ix) use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service; (x) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into IngredientAI’s systems, (xi) violate any applicable law or regulation in connection with your access to or use of the Services; or (xii) otherwise access or use the Services in any way not expressly permitted by this Agreement.
3.4 Users. Unless otherwise set forth in an Order Form, Customer’s users of the Services shall be limited to the maximum of the number of seat licenses for the Services that have been purchased on Customer’s dashboard for the Services. Customer and its users are solely responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the user to which it was issued. As between IngredientAI and Customer, Customer is solely responsible for any and all access and use of the Service that occurs under Customer’s account, including the activities of any user who is provisioned with an account under Customer’s account. Customer will notify IngredientAI if Customer becomes aware of any unauthorized access to or use of Customer’s account or the Service. IngredientAI shall have no liability for any loss or damage arising from Customer’s or its users’ failure to comply with the terms of this Section 3.4.
3.5 Third-Party Providers. The Service may display, include or make available content, data, information, or materials from third parties (“Third Party Materials”). Customer acknowledges that IngredientAI is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, legality, decency, quality or any other aspect of such Third Party Materials. IngredientAI does not warrant any such third-party provider or any of the Third Party Materials, whether or not such products or services are designated by IngredientAI as “certified,” “validated,” “supported” or otherwise. IngredientAI may terminate the links between any third party service and the Service at any time for any reason, including changes in interoperability requirements, policies or fees charged by such third party providers to IngredientAI. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase or use by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider, and IngredientAI will have no liability or obligation with respect to such exchange or interaction.
4. Fees & Payment.
4.1 Fees. Customer shall pay IngredientAI the fees for the Service as specified in the Order Form. If Customer’s use of the Services exceeds any usage limits or other limits set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement or the Order Form), Customer shall be invoiced for such usage and Customer agrees to pay the additional fees within thirty (30) days of Customer’s receipt of such invoice. IngredientAI may change the fees or applicable charges and institute new charges and fees at the end of the Initial Service Term (as defined in the Order Form) or then current renewal upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that IngredientAI has billed Customer incorrectly, Customer must contact IngredientAI no later than 60 days after the date on the first billing statement in which the error or problem in order to receive an adjustment or credit. If Customer’s account is fifteen (15) days or more overdue, IngredientAI may suspend the Service until such amounts are paid.
4.2 Taxes. IngredientAI’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on IngredientAI’s income. If IngredientAI has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides IngredientAI with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Proprietary Rights.
5.1 Services. As between the parties, IngredientAI retains all rights, title, and interest in and to all intellectual property rights embodied in or pertaining to the Service, including (i) the IngredientAI name, logo, www.ingredient-ai.com and its subdomains, the product and service names associated with the Service, including “IngredientAI”, and other trademarks and service marks; (ii) audio and visual information, documents and documentation, software, application programming interfaces, and other works of authorship, including training materials; and (iii) other technology, including graphical user interfaces, workflows, processes, machine learning, generative intelligence, and other models, and algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information. Except as expressly set forth in Section 5.1 below, no license or other rights in or to the Services or related intellectual property rights are granted to Customer, and all such licenses and rights are hereby expressly reserved to IngredientAI.
5.2 Service Rights Grant. IngredientAI grants Customer, during the term of this Agreement, a worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicensable right to access and use the Service solely in accordance with the terms of this Agreement.
5.3 Customer Inputs and Outputs. Customer and its users may provide inputs to the Services, which may include text prompts, formulations, dosages, claims, citations, or other content or materials (“Customer Inputs”) and receive outputs from the Services based on the Customer Inputs (such Customer Inputs, excluding any Third Party Materials, are “Outputs”). As between IngredientAI and Customer, Customer owns all Customer Inputs and Outputs (collectively, the “Customer Data”). IngredientAI may access and otherwise use data associated with Customer’s and its users’ use of the Service (including inputs and outputs) to maintain security, monitor performance, respond to service or technical problems, and otherwise in connection with the Service or at Customer’s request, provided that IngredientAI shall not use the Customer Inputs or Outputs to train any of IngredientAI’s generative artificial intelligence models.
5.4 Certain Uses. IngredientAI may during and after the term of this Agreement use data derived from its analysis of information (including Customer Data) relating to the Services and other IngredientAI offerings and disclose such data only in aggregate or other de-identified form in a manner that does not disclose or identify Customer or any individual or other third-party.
5.5 Feedback. Customer hereby grants to IngredientAI a royalty-free, worldwide, irrevocable, perpetual, sublicensable, transferable license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the operation of the Service.
5.6 Publicity. Customer hereby grants to IngredientAI the royalty free, worldwide right to use Customer’s name and logo on IngredientAI’s website and in marketing materials during the Term for the purpose of identifying Customer as a customer of IngredientAI. IngredientAI agrees to comply with quality standards as may be reasonably established by Customer and communicated to IngredientAI in writing from time to time. All goodwill arising from IngredientAI’s use of Customer’s name and logo shall inure to the benefit of Customer.
6. Confidentiality
6.1 Definition of Confidential Information. The term “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed 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. Confidential Information of IngredientAI includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes the Customer Data. Confidential Information shall not include any information that: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission or as otherwise set forth in this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
6.3 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 6 the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.
7. Warranties & Disclaimers.
7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. IngredientAI shall use reasonable efforts consistent with prevailing industry standards to make the Services available. The Services may be temporarily unavailable for maintenance or causes beyond IngredientAI’s reasonable control, but IngredientAI shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
7.2 Disclaimer. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES MAY CHANGE OVER TIME. EXCEPT AS SET FORTH HEREIN, THE SERVICE, THIRD PARTY MATERIALS AND ANY OUTPUT FROM THE SERVICES ARE PROVIDED “AS-IS” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, INGREDIENTAI DISCLAIMS ALL WARRANTIES RELATED THERETO, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. INGREDIENTAI MAKES NO COMMITMENTS ABOUT THE PERFORMANCE, AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES. INGREDIENTAI SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY FOR ANY ACTIONS RESULTING FROM CUSTOMER’S USE OF THE SERVICES OR THIRD PARTY MATERIALS. CUSTOMER MAY USE AND ACCESS THE SERVICES AT ITS OWN DISCRETION AND RISK.
8. Indemnification.
8.1 Indemnification by IngredientAI. Subject to this Agreement, IngredientAI shall at its expense defend Customer and its officers, directors and employees (“Customer Indemnified Parties”) against any claim made or brought against any Customer Indemnified Party by a third party alleging that the Service as provided to Customer hereunder infringes the intellectual property rights of a third party (each, a “Customer Claim”), and shall pay any damages finally awarded by a court or agreed to by IngredientAI in a settlement with respect to such Customer Claim; provided, that Customer (a) promptly gives written notice of the Customer Claim to IngredientAI; (b) gives IngredientAI sole control of the defense and settlement of the Customer Claim (provided that IngredientAI may not agree to any settlement that imposes any liability or obligation on Customer); and (c) provides to IngredientAI, at IngredientAI’s cost, all reasonable assistance. IngredientAI shall have no obligation under this Section 8.1 or otherwise regarding claims that arise from or relate to (i) Customer’s use of the Service other than as contemplated by this Agreement, (ii) any Customer Inputs, (iii) any modifications to the Service made by any entity other than IngredientAI, (iv) any combination of the Service with services, technologies, or other intellectual property not provided by IngredientAI, or (v) Customer’s use of the Service or portion thereof after IngredientAI has terminated this Agreement or such portion of the Service in accordance with this Section 8.1. If in IngredientAI’s opinion a Customer Claim is likely to be made, or if an existing Customer Claim may cause IngredientAI liability, IngredientAI may in its discretion (x) obtain a license to enable Customer to continue to use the potentially infringing portion of the Service, (y) modify the Service to avoid the potential infringement, or (z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Service and refund the amount of any pre-paid fees applicable to the portion of the terminated Services to be provided after the termination date.
8.2 Indemnification by Customer. Subject to this Agreement, Customer shall at its expense defend IngredientAI and its officers, directors and employees (“IngredientAI Indemnified Parties”) against any claims made or brought against any IngredientAI Indemnified Party arising from or related to Customer’s use of the Service in a manner not contemplated hereunder, including without limitation (i) any medical malpractice or other clinical claims, (ii) any allegations that the Customer Inputs infringe, misappropriate, or otherwise violate any third party’s intellectual property, privacy rights, rights of publicity, or other proprietary rights, or (iii) an alleged violation of applicable laws (each, an “IngredientAI Claim”) and shall pay any damages finally awarded by a court or agreed to by Customer in a settlement with respect to such IngredientAI Claim; provided, that IngredientAI (a) promptly gives written notice of the IngredientAI Claim to Customer; (b) gives Customer sole control of the defense and settlement of the IngredientAI Claim (provided that Customer may not agree to any settlement that imposes any liability or obligation on IngredientAI); and (c) provides to Customer, at Customer’s cost, reasonable assistance in connection therewith.
9. Limitation of Liability.
9.1 Limitation of Liability. IN NO EVENT SHALL INGREDIENTAI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO INGREDIENTAI HEREUNDER IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.
9.2 Exclusion of Consequential and Related Damages. EXCEPT FOR DAMAGES ARISING FROM A PARTY’S BREACH OF SECTION 6, OR CUSTOMER’S BREACH OF SECTIONS 3.3, 5.1, 5.2, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. Unless otherwise terminated in accordance with this Section 10, this Agreement commences on the Effective Date and shall remain in effect for the Initial Service Term as specified in the Order Form and unless otherwise specified on such Order Form shall automatically renew for additional periods of the same duration as the Initial Service Term (collectively, the “Term”).
10.2 Termination for Convenience. Either party may terminate this Agreement for convenience after the Initial Service Term upon ninety (90) days’ written notice to the other party. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to IngredientAI prior to the effective date of termination.
10.3 Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) 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 that is not dismissed or stayed within sixty (60) days. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to IngredientAI prior to the effective date of termination.
10.4 Customer Data. Upon expiration or termination of this Agreement, IngredientAI shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.
10.5 Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5 (excluding Section 5.2), 6, 7.2, 8, 9, 10.4, 10.5 and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.
11.2 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to IngredientAI shall be addressed to the attention of its Chief Financial Officer, with a copy to its Chief Executive Officer. Notices to Customer are to be addressed to the individual identified in the Order Form.
11.3 Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
11.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.5 Governing Law. This Agreement shall be governed by the laws of California. The state and federal courts located in Santa Clara County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts provided that nothing in this Section 11.5 prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement.
11.6 Entire Agreement. This Agreement, including all exhibits and addenda hereto and the Order Form, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict between the provisions in the main body of this Agreement and the Order Form, the IngredientAI Policies or any exhibit hereto, the terms of the main body of this Agreement shall prevail to the extent of such conflict, except and to the extent the Order Form, the IngredientAI Policies or any exhibit hereto expressly identifies by Section any specific provision of the main body of this Agreement that the parties intend to override. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding the Order Form) shall be incorporated into or form any part of this Agreement, and all such terms or conditions are hereby rejected and shall be null and void.
11.7 Counterparts. This Agreement may be executed in counterparts, which taken together shall form one legal instrument.