Heap AI: Early Access Program Terms

Early Access Program Terms

Heap AI EAP

1. INTRODUCTION

These Early Access Program Terms for Heap AI EAP (“AI EAP Terms”) govern your use, rights, and responsibilities when using and accessing the Heap AI EAP (defined below). By accepting these terms, you agree that these AI EAP Terms shall solely govern your access to and use of Heap AI EAP.  You further agree that the Heap AI EAP is a separate and distinct offering from and does not form part of the “Services” as defined under your Master Services Agreement (‘’Agreement’’) or any other service or product licensed or offered therein or in any other agreement you may have with Heap. ‘’Heap AI EAP’’ means any feature(s) or functionality made available by Heap or its Affiliates to you as part of an early access service that utilizes data models trained by machine learning for your internal evaluation only and not for use in a production environment. Use of the term "you" throughout these AI EAP Terms is a reference to you, your company, and its authorized employees.

The AI EAP Terms are effective as of the date of your acceptance of this Heap AI EAP. 

The Heap AI EAP service is being provided for evaluation, beta, trial, or free purposes solely for your internal evaluation. 

2. HEAP AI EAP

a. Subject to the terms set forth herein and solely during the Term, Heap grants you a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use the Heap AI EAP. Heap may modify the permitted use of or suspend your access to any Heap AI EAP at any time and for any reason.

b. You will not and will ensure that your authorized employees, independent contractors, and agents, do not, directly or indirectly: (a) remove any proprietary notices or otherwise attempt to mislead others about the origin of the Output (as defined below); (b) reverse engineer, decompile, disassemble, copy any of the Heap AI EAP or technologies, derive source code, object code, or trade secrets or create any derivative works from or about any of the Heap AI EAP or technologies or use the Output to train, calibrate, or validate, in whole or in part, any other systems, programs or platforms; (c) modify, translate, enhance, or otherwise change the Heap AI EAP or prepare derivative works of the Heap AI EAP, including creation and distribution of add-ons or enhancements or incorporation either independently or into another product unless expressly agreed between the parties; (d) use the Heap AI EAP for any purpose other than the purpose outlined in Section 1, including for:  benchmarking, competitive analysis, or the development of a competing product; or (e) use the Heap AI EAP in violation of third party rights or applicable laws or for the storage or transmission of infringing, libelous, unlawful, or tortious material or store material in violation of third party rights or applicable laws3.

3. OWNERSHIP AND FEEDBACK

Heap and its licensors are the sole and exclusive owner of all rights, title, and interest in and to the Heap AI EAP, including but not limited to all algorithms or models (including those included in the Output), and, unless expressly granted, reserves all right, title, and interest in and to the same. Any data, information, or material that you make available to Heap by using the Heap AI EAP (‘’Customer Data’’) is and will remain your property, and you are solely responsible for the procurement, accuracy, legality (including obtaining all necessary consents), and content of Customer Data. You hereby grant Heap the right to host and process Customer Data for providing and improving the Services. 

You may provide suggestions, comments, or other feedback to Heap regarding the Heap AI EAP (“Feedback”). You hereby assign to Heap all of your rights, title, and interest in the Feedback, and you agree that Heap may use the Feedback without restriction from you or compensation to you.

4. YOUR RESPONSIBILITIES; DISCLAIMER OF CERTAIN OBLIGATIONS

a. You are solely responsible for: (i) your and your users’ activities that occur in relation to the Heap AI EAP; (ii) ensuring that you and your users comply with these AI EAP Terms; and (iii) all data and content you use within the Heap EAP. The Heap AI EAP may, at any time and without prior notice, be updated, suspended, unavailable, or negatively affected by scheduled maintenance. 

b. Heap has no obligation under these AI EAP Terms or otherwise to: (i) correct any bugs, defects, or errors in the Heap AI EAP or otherwise to provide any support, maintenance services, service levels, or uptime guarantees for the Heap AI EAP; (ii) store, hold, export, return, or destroy any data or content after the termination of the AI EAP Terms; and (iii) create, distribute, or otherwise offer a generally available version of the Heap AI EAP (“GA Service”). Heap has no obligation to offer a GA Service to you or, unless otherwise agreed in writing, to offer any discounted pricing schedules or special terms in relation to such GA Service. A GA Service may perform in a manner significantly different from the Heap AI EAP. Accordingly, you acknowledge that any research or development performed, or business plans made, by you regarding or in reliance upon the Heap AI EAP is done entirely at your own risk.

5. INPUT

You are solely responsible for all content, text, speech, prompts, or other inputs submitted by or on your behalf and processed by Heap AI EAP (collectively ‘’Input’’), including the quality, legality, and sufficiency thereof. You agree not to submit any Input that: (a) includes any personal data or other sensitive information; (b) includes any explicit or offensive content; (c) includes trademarks or other materials protected by any third party intellectual property rights, unless you have sufficient rights in such Input; or (d) violates third party rights, applicable law, any documentation, or any agreement (including the AI EAP Terms). Input and Output (as defined below) may be used by Heap to improve the Heap AI EAP and Services during and after the Term of the AI EAP Terms. 

6. OUTPUT

Heap AI EAP uses emerging technology and Heap has not verified the accuracy of the results generated by the Heap AI EAP based on the Inputs, including but not limited to, suggestions, links, documentation, summaries, metrics, and images (collectively ‘’Output’’). You acknowledge that the Output may not reflect current, correct, or complete information and should not rely on any Outputs without independently evaluating their accuracy and appropriateness of use. Heap does not accept any liability or responsibility arising in any way from your use of the Output or any omissions or errors contained in the Output. 

7. CONFIDENTIAL INFORMATION

During and after the Term of the Heap AI EAP, the Receiving Party will: (i) use the Confidential Information of the disclosing party only for purposes that are within the scope of these AI EAP Terms; (ii) not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants and service providers as set out in these AI EAP Terms; and (iii) protect such Confidential Information from unauthorized use and disclosure using no less than a reasonable degree of care. Output will not be Confidential Information except to the extent it contains Customer Data.

“Confidential Information” means any trade secrets or other information of either Party, whether of a technical, business or other nature that is disclosed to the other Party (“Receiving Party”), and that is marked “confidential,” or, whether or not marked, that a reasonable person would understand to be confidential given the circumstances of the disclosure. Confidential Information does not include any information that: (a) was known to the Receiving Party before receiving it from the disclosing party; (b) is independently developed by the Receiving Party without use of or reference to any Confidential Information of the disclosing party; (c) is acquired by the Receiving Party from another source that did not receive it in confidence from the disclosing party; or (d) is or becomes part of the public domain through no fault or action of the disclosing party.

8.DATA PROTECTION

Where and only to the extent that, Heap processes personal data as defined under applicable data protection laws and regulations on your behalf, in the course of providing the Heap AI EAP to you pursuant to these Heap AI EAP Terms, you agree and submit to the provisions of Heap’s standard Data Processing Addendum (available here) shall apply. 

9. THIRD PARTY PROVIDERS

Heap uses its own proprietary technology as well as technology provided by third party service providers as set out in Heap’s subprocessor list (as may be updated from time to time) (‘’Third Party Provider(s)’’) to provide the Heap AI EAP. You acknowledge that Input will be shared with Third Party Providers. You agree not to use Heap AI EAP in any manner that violates any Third Party Providers’ policies. For your convenience you can review the Third Party Provider policies here including the Third Party Provider Privacy Policy here (as may be updated from time to time).  Your usage of Heap AI EAP may be subject to usage limits set by Third Party Providers.

10. TERM AND TERMINATION

These AI EAP Terms will continue from the date of your acceptance of these terms until  (i) terminated immediately upon notice from Heap in its sole discretion; (ii) You terminate the Heap AI EAP by providing ten (10) days’ prior written notice; or (iii) the commercial release by Heap of a  GA Service (the “Term”). Following the commercial release by Heap of the GA Service, any continued access to and use of the GA Service following the termination of the Heap AI EAP, You may be required to: (a) purchase a subscription plan subject to separate terms and conditions; and/or (b) enter into an Order Form specifying the purchase of the applicable GA Service or such other documentation as may be required by Heap.

11. MODIFICATIONS, EXCLUSION OF DAMAGES AND WARRANTY, LIMITATION OF LIABILITY

Heap reserves the right to modify the Heap AI EAP with or without notice to you. To the full extent permitted by law, under no circumstances, and regardless of the nature of the claim, shall Heap or its Affiliates or licensors be liable to you for loss of profits, loss of sales or business, loss of anticipated savings, loss of use or corruption of software, data or information, work stoppage or any consequential, incidental, indirect, special, cover, punitive, or exemplary damages arising out of or related to these AI EAP Terms, even if apprised of the likelihood of such losses.

YOU ACKNOWLEDGE AND AGREE THAT THE HEAP AI EAP IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT ANY INDEMNIFICATION, SUPPORT, OR WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. HEAP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE  HEAP AI EAP INCLUDING THAT OF ITS AFFILIATES, DIRECTORS,  EMPLOYEES, AND AGENTS WILL BE LIMITED TO $1,000 USD (ONE THOUSAND US DOLLARS).

12. SURVIVAL

Sections  2(b), 3, 7, and 11 will survive termination of these AI EAP Terms.