Who is the legal entity behind Fibr AI?

Fibr AI is the legal entity that provides the Fibr AI cloud-based software platform, and these Terms and Conditions name it as the "Service Provider". The customer, including its representatives and Authorized Users, is the "Licensee".

Where is my data stored?

All Licensee Data hosted by the Service Provider under the agreement is hosted at data centers maintained and operated by the Service Provider located in the United States.

When are Fibr AI invoices due?

Fees must be paid within thirty (30) days from the date of the corresponding invoice issued by the Service Provider, unless the applicable Order Form or Annexure specifies otherwise.

What happens if I miss a payment?

If the Licensee defaults in paying any Undisputed Fees by the due date, the Service Provider is entitled to interest at 1% per month from the due date until actual payment. If Undisputed Fees remain unpaid following acceptance of the Software Services, the Service Provider gives seven (7) days' written notice, and if the Licensee does not respond it may suspend the Software Services, including all live campaigns in progress.

What is the service uptime level for Fibr AI?

The Service Provider uses commercially reasonable efforts to maintain availability and performance, targeting an uptime level of at least 99%, excluding scheduled maintenance, for which it gives reasonable prior notice. For unplanned downtime it provides prompt written communication including the reason and an estimated restoration timeline.

Can I sublicense or transfer my Fibr AI license?

No. The Licensee must not, directly or indirectly, sub-license, assign, or in any manner transfer its right to access and use Fibr AI or the Software Services to any third party, nor create any lien, encumbrance, or other third-party rights over them.

Can Fibr AI use my company's name and logo in its marketing?

Yes. By default and without separate prior approval, the Service Provider may reference the Licensee's name, logo, and relationship for promotional, marketing, advertising, business development, investor-facing, and public communications purposes, provided the use accurately reflects the relationship and does not disclose the Licensee's Confidential Information. The Licensee may request in writing that a specific use stop, and the Service Provider must comply within a reasonable time, but is not required to withdraw materials already distributed or published before it received the request.

How can either party terminate the agreement?

Either party may terminate if the other is in breach of any of its material obligations and fails to remedy the breach within sixty (60) days of receiving written notice specifying it, or if the other party is declared insolvent, a receiver is appointed over its business or assets, insolvency or winding-up proceedings are initiated against it, or it enters into a composition or settlement with its creditors.

What happens to my data if I terminate the agreement with Fibr AI?

The Licensee must cease using Fibr AI, and the Service Provider must revoke the license and remove all Licensee Data. Before removal, the Service Provider must provide a copy or extract of the Licensee Data in a mutually agreed format within fifteen (15) days of a written request. It must destroy all Licensee Data within forty-five (45) days of termination or written request, whichever is earlier, and provide written confirmation of complete deletion or destruction.

What law governs these Terms, and where are disputes heard?

The agreement is governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflict of law principles, and the venue for any action is New Castle County, Delaware, USA, which has exclusive jurisdiction. Before filing any claim the parties must attempt resolution through good faith negotiations and appropriate mediation proceedings for at least thirty (30) days. The parties expressly and knowingly waive any right to a jury trial.

Terms of Service for Fibr AI

Q: What kind of license does Fibr AI grant to users?

Subject to compliance with the agreement, the Service Provider grants the Licensee a limited, non-transferable, non-exclusive, revocable, royalty-bearing license to access and use Fibr AI in connection with its business during the Term.

Q: Can Fibr AI use my company's data for other purposes?

The Service Provider may use Licensee Data to operate, support, maintain, and improve the Software Services provided to the Licensee, including model tuning, workflow optimization, and performance enhancement within the platform. It may also use aggregated, anonymized, or de-identified data to improve and develop its products, provided such data does not identify the Licensee or any individual. It will not sell, rent, lease, sublicense, disclose, or otherwise commercially exploit Licensee Data to third parties.

Q: What security standards does Fibr AI follow?

The Service Provider has implemented and will maintain commercially reasonable and industry-standard technical, organizational, and administrative security measures designed to protect the confidentiality, integrity, and availability of Licensee Data against unauthorized access, disclosure, alteration, or destruction. It also represents and warrants compliance with applicable data privacy regulations including GDPR and CCPA.

Fibr AI ("we" / "Service Provider") provides a cloud-based software platform ("Software") through which it delivers Software Services as set out in the applicable Order Form or Annexure ("Services") to its clients, including their representatives and Authorized Users ("you" / "Licensee"). These Terms and Conditions ("Terms") govern your use of the Software and are to be read in conjunction with the policies available at https://fibr.ai/terms-and-policies.

By creating an account, clicking "I Agree", or otherwise accessing or using the Fibr AI platform and/or Software Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms, the Privacy Policy, and the applicable Order Form (collectively, and as amended from time to time, this "Agreement"). If you do not agree, you must not access or use the Software Services.

What Do These Terms Mean?

This section defines the key terms used throughout this agreement.

Applicable Laws: Any statute, law, regulation, ordinance, rule, or other governmental restriction with the force of law in the relevant jurisdiction.
Fee: Includes the Software Platform Fee, Human-in-the-Loop (HITL) Service Fee, Integration Fees, and other charges as agreed upon in the Order Form.
Undisputed Fee: Any invoiced Fees or Charges not subject to a written dispute raised by the Licensee in good faith within fifteen (15) days of receipt of the applicable invoice.
Intellectual Property Rights: All intellectual property rights worldwide, registered or unregistered, including patents, trademarks, copyrights, trade secrets, computer software, source code, and data. This includes all rights in the Fibr AI software and documentation.
Term: The period of the agreement, starting from the Effective Date specified in the Order Form, which may be extended by mutual written agreement.
Licensee Data: All data and information related to the Licensee's business, customers, or members that is uploaded, stored, or processed on the Fibr AI platform.
Fibr AI: The cloud-based Software as a Service (SaaS) platform developed by the Service Provider, which includes modules for Personalization and Insights & Experimentation.
Software Services: The access to and use of the Fibr AI platform, including licensed modules, features, and any updates provided at no extra cost within the licensed scope.
Authorized User(s): Any person designated by the Licensee to access and use the Fibr AI platform and Software Services.
Order Form or Annexure: The commercial document executed by both parties that details the specific fees, term, and scope of services for the Licensee's subscription.

What Are the License and Service Terms?

Subject to compliance with this agreement, the Service Provider grants the Licensee a "limited, non-transferable, non-exclusive, revocable, royalty-bearing license" to access and use Fibr AI in connection with its business during the Term. The Licensee can access, configure, and connect ad and analytics channels, CDP or CRM platforms, and other messaging and communication platforms. The Licensee must communicate its designated Authorized Users prior to or on the Effective Date; no person other than an Authorized User may access Fibr AI. There is no limit on the number of Authorized Users, and they can be added or removed at any time and at no extra cost.

The method and means of providing the Software Services are under the exclusive control, management, and supervision of the Service Provider, giving due consideration to any reasonable requests of the Licensee. The Service Provider reserves the right to change, modify, discontinue, suspend, or terminate any part of the Software Services, or modify the Terms, with prior written notice to the Licensee. Modifications become effective upon notification, and by continuing to use the Software Services after notification the Licensee is deemed to have accepted the modified terms. The Service Provider maintains the security and confidentiality of all Licensee Data in accordance with this agreement and the Privacy Policy at fibr.ai/privacy-policy.

What Are the Licensee's Obligations?

During the term of the agreement, the Licensee is responsible for several key obligations to ensure proper use of the Fibr AI platform.

Payment: Make timely payment of all fees as specified in the agreement and applicable Order Form.
Sole Responsibility: Be solely responsible for any tasks undertaken through Fibr AI. The Licensee may, at its sole discretion, rely on data or results generated through the Software Services.
Prohibited Activities: The Licensee must not, either directly or indirectly: sub-license, assign, or in any manner transfer its right to access and use Fibr AI or the Software Services to any third party; create any lien, encumbrance, or other third-party rights over Fibr AI or the Software Services; or decompile, reverse engineer, disassemble, distribute, or attempt to derive the source code of Fibr AI, or republish, copy, modify, adapt, alter, translate, create derivative works from, or redistribute any content or material from the Software Services.
Compliance with Documentation: Acknowledge that the Service Provider's Privacy Policy and Fibr AI Documentation may apply to the Licensee's use of the Software Services. The Service Provider will make current versions reasonably available and provide advance written notice of any material changes. In case of a conflict between this Agreement and the Fibr AI Documentation, the terms of this Agreement will prevail.
Account Security: Implement reasonable security measures to prevent unauthorized access to the Licensee's account.
Cooperation: Provide reasonable assistance and information required by the Service Provider to perform its obligations.
Lawful Use: Not use the Software Services for any unlawful, fraudulent, or harmful purpose, or in any way that could damage or impair the services.

How Is Licensee Data Used and Protected?

The Licensee grants the Service Provider a non-exclusive license to copy, reproduce, store, distribute, publish, adapt, edit, and translate the Licensee Data to the extent reasonably required to perform the Software Services or as necessary under Applicable Laws. For the avoidance of doubt, the Service Provider will not sell, rent, lease, sublicense, transfer, disclose, make available, or otherwise commercially exploit the Licensee Data, nor use it for any purpose other than providing the Software Services.

The Licensee retains full ownership of all Licensee Data and any insights, analyses, or outputs derived from it through the Software Services. Nothing in the agreement transfers any ownership rights of the Licensee to the Service Provider, and the Service Provider's rights to Licensee Data are limited solely to those expressly set out in the agreement.

The Licensee must ensure that all Licensee Data shared with the Service Provider is accurate, up-to-date, true, and complete. The Service Provider is not responsible for any consequences or liabilities arising from errors or inaccuracies in Licensee Data. The Licensee also warrants that, to the best of its knowledge and belief, the Licensee Data and the Service Provider's use of it in accordance with the agreement will not breach any Applicable Laws, infringe the intellectual property or other proprietary rights of any person, or give rise to any claim or cause of action by a third party.

The Service Provider represents and warrants compliance with all applicable data privacy regulations, including but not limited to GDPR and CCPA, and has implemented and will maintain commercially reasonable and industry-standard technical, organizational, and administrative security measures designed to protect the confidentiality, integrity, and availability of Licensee Data against unauthorized access, disclosure, alteration, or destruction.

On artificial intelligence, the Service Provider may use Licensee Data to operate, support, maintain, and improve the Software Services provided to the Licensee, including model tuning, workflow optimization, and performance enhancement within the platform. It may also use aggregated, anonymized, or de-identified data derived from Licensee Data to improve and develop its products and services, "provided such data does not identify the Licensee or any individual." The Service Provider will not sell or otherwise commercially exploit Licensee Data to third parties.

All Licensee Data hosted by the Service Provider is hosted at data centers maintained and operated by the Service Provider located in the United States. In the event of any confirmed unauthorized access to Licensee Data or any data breach, the Service Provider will notify the Licensee in writing within seventy-two (72) hours of becoming aware of the event and will cooperate with the Licensee to investigate and remediate the breach.

How Are Fees and Payments Handled?

In consideration of the limited license and the Software Services, the Licensee agrees to pay the Fees set out in the applicable Order Form or Annexure. Payment is due within thirty (30) days from the date of the corresponding invoice, unless the Order Form or Annexure specifies otherwise. If the Licensee defaults in paying any Undisputed Fees by the due date, the Service Provider is entitled to interest at 1% (one percent) per month from the due date until the date of actual payment.

If any Undisputed Fees are not paid following acceptance of the Software Services, the Service Provider will give seven (7) days' written notice to the Licensee. Should the Licensee not respond, the Service Provider has the authority to suspend the Software Services, including all live campaigns in progress. The Licensee bears full responsibility for any resulting business losses, and the Service Provider is exempt from liability for such losses.

Who Owns the Intellectual Property?

All intellectual property rights related to the Fibr AI platform and Software Services belong exclusively to the Service Provider, Fibr AI. This agreement does not transfer any ownership rights to the Licensee beyond the limited license to use the service. Likewise, all rights, title, and ownership of the Licensee's intellectual property remain exclusively with the Licensee. The Service Provider will not use the Licensee's IP without prior written approval of the Licensee, any such use must be in the specific manner approved, and that permission may be revoked at any time. Under the agreement's definition of Intellectual Property Rights, "All work products developed by the Service Provider under this Agreement shall be deemed work made for hire."

What Are the Service Levels and Responsibilities?

The Service Provider aims to maintain a service uptime of at least 99%, excluding scheduled maintenance, for which reasonable prior notice will be given. In case of unplanned downtime, the Service Provider will provide prompt communication with an estimated restoration time. The Licensee is responsible for liabilities arising from its own breach of this agreement or violation of laws. The Service Provider is responsible for liabilities arising from the design, performance, operation, security, or functionality of the Fibr AI platform or from its own breach of the agreement or violation of Applicable Laws.

On compatibility, the Licensee acknowledges that the Software Services are designed to be compatible only with the software and systems specified in the Fibr AI Documentation. The Service Provider does not warrant that the Software Services will be compatible with any software or systems not specified in that documentation.

Can Fibr AI Use a Customer's Name for Promotion?

Yes, by default, the Service Provider may reference the Licensee’s name, logo, and their business relationship for promotional and marketing purposes. This includes use on the company website, in case studies, testimonials, and other marketing materials. The usage must accurately reflect the relationship and not disclose confidential information. The Licensee can request in writing that the Service Provider cease a specific use of its name or logo, and the Service Provider will comply with the request within a reasonable time, "except that the Service Provider shall not be required to withdraw materials already distributed or published prior to receipt of such request."

What Representations and Warranties Do the Parties Give?

Each party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of its state of incorporation and has the corporate power and authority to execute, deliver, and perform the agreement; that the agreement has been duly and validly executed and constitutes a legal and valid obligation; that no third-party consent or approval is required and all necessary authorizing action has been taken; that execution and performance will not violate or conflict with any Applicable Law, its constitutional documents, or any court or authority order applicable to it; that no steps have been taken or threatened for its winding up, dissolution, administration, insolvency reorganization, or the appointment of a receiver, trustee, or similar officer; and that it has obtained all licenses, consents, approvals, and registrations required for the transactions under the agreement.

The Licensee additionally declares that, to the best of its knowledge and belief, there are no pending claims, threatened actions, arbitration proceedings, or administrative inquiries against it that could adversely affect its ability to perform its obligations or the goodwill and reputation of Fibr AI. The Service Provider additionally declares that there are no actions, suits, proceedings, or investigations commenced or threatened against it that could affect the Licensee's right to use the Software Services, nor any existing facts reasonably expected to be the basis for such proceedings, and that it has the full and exclusive right to license the Software Services and that the Software Services do not infringe any valid patent, copyright, or trade secret of any third party.

What Are the Confidentiality and Information Security Terms?

Each party must maintain the confidentiality of the other's "Confidential Information" and must not, without the other party's prior written consent, use, disclose, copy, or modify it other than as necessary to perform its rights and obligations under the agreement. Confidential Information includes any Intellectual Property (trade secrets, copyrighted information, and other nonpublic proprietary information about a party's business, employees, and litigation); information relating to technology, technological capabilities, inventions, products, pricing, marketing plans or strategy, development, research and development, financial statements, budgets, business plans, operating procedures, policies, and the Fibr AI Documentation; confidential and proprietary information of any agents, customers, members, partners, vendors, or suppliers; financial information and other confidential financial data; and the terms and conditions of the agreement.

Disclosure is permitted only to a party's officers, employees, agents, and contractors, and only to the extent necessary to perform the agreement, and each party must ensure such persons agree to observe the same obligations and use no less than reasonable care. Each party must give the other written notice immediately upon becoming aware of any unauthorized use, disclosure, misuse, theft, or loss of the other's Confidential Information.

These obligations do not apply to information that is or comes into the public domain through no fault of the recipient, was known to the recipient before disclosure under the agreement, was independently developed by the recipient without breach of the agreement, or is lawfully received from a third party having no obligation of confidentiality. A party may also disclose Confidential Information to the extent required by law or governmental or judicial order, provided it gives the other party prompt written notice and uses reasonable efforts to ensure confidential treatment and to enable the other party to seek appropriate relief.

The confidentiality obligations survive termination or expiry of the agreement. Upon termination, the Service Provider will destroy the Licensee's Confidential Information within 45 days of termination or written request (whichever is earlier) and will provide written certification of that destruction. The Service Provider also agrees to monitor and test its data safeguards from time to time and adjust them in light of relevant circumstances or testing results, and will not transfer Confidential Information to third parties except as necessary to perform its obligations under the agreement.

What Are the Indemnification Terms?

The Service Provider undertakes to defend, indemnify, and hold the Licensee harmless from and against all claims, proceedings, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising as a consequence of or in connection with: any wrongful or negligent act or omission of the Service Provider, its employees, agents, nominees, or representatives, including confidentiality breaches, data breaches, unauthorized access, or disclosure of Licensee Data; any breach of any term, condition, warranty, representation, or other provision of the agreement, including any breach of the representations and warranties clause, and claims arising from software defects, errors, or vulnerabilities in the Service Provider's platform or services; any failure of the Service Provider or its officers, employees, representatives, or agents to conform with Applicable Laws in connection with its performance of the agreement; and any claim alleging that use of Fibr AI or the Software Services as contemplated infringes any third-party Intellectual Property Rights.

On disputed charges, the Licensee must pay Undisputed Charges when due but may withhold payment of charges it disputes in good faith. The Licensee must notify the Service Provider of any disputed amount and the basis for the dispute, and the Service Provider must respond within five (5) days of receipt of that notification. If charges remain in dispute, representatives of both parties must meet within seven (7) days of the Service Provider's response to discuss the matter. The Service Provider will not suspend the Software Services for amounts disputed in good faith while the dispute is pending. Neither the failure to dispute charges before payment nor the failure to withhold any amount waives any right to dispute or recover such amounts.

What Are the Limits on Consequential Damages?

The agreement contains two related provisions, with different carve-outs.

Under the indemnity clause's limitation on consequential damages, to the fullest extent permitted by Applicable Law neither party is liable for any special, indirect, consequential, or incidental damages (including loss of business profits, business interruption, or loss of business information) arising out of the agreement, "except for consequential damages arising from a Party's breach of confidentiality, a data breach or other security incident, IP infringement, gross negligence, or wilful misconduct."

Under the separate Limitation of Liability clause, to the maximum extent permitted by Applicable Law neither party is liable to the other for any incidental, indirect, punitive, exemplary, consequential (including lost sales, profits, or opportunity costs) or special damages arising out of or in connection with the agreement, regardless of legal theory and even if advised of the possibility of such damages. The exclusion in that clause "shall not apply to damages arising from a Party's breach of confidentiality obligations, gross negligence, or wilful misconduct."

How Does Termination and Renewal Work?

The agreement begins on the Effective Date and continues for the Term specified in the Order Form. The parties will discuss renewal terms before the current term expires. Either party may terminate the agreement if the other commits a material breach and fails to fix it within 60 days of written notice, or if the other party becomes insolvent or enters bankruptcy proceedings. Upon termination or expiry, each party is released from all obligations and liabilities to the other arising after the date of termination, except those that by their nature survive termination. The Licensee must forthwith cease to use or access Fibr AI and the Software Services, and the Service Provider must forthwith revoke the license and remove all Licensee Data stored on Fibr AI. Before that removal, the Service Provider must, within fifteen (15) days of a written request from the Licensee, provide a copy or extract of the Licensee Data in a mutually agreed format. The Service Provider must destroy all Licensee Data within forty-five (45) days of termination or written request (whichever is earlier) and provide the Licensee with written confirmation of complete deletion or destruction.

What Is the Process for Escalation and Grievances?

For service concerns, the Licensee can use a three-level escalation matrix, with a commitment from the Service Provider for a first response within 48 hours.

Level 1: Initial Reporting: Email: support@fibr.ai
Level 2: Escalation Manager: A manager will be assigned as needed.
Level 3: Highest Level: Contact the CEO, Ankur Goyal, at aj@fibr.ai.

For any other concerns, complaints, or grievances, you may contact the Grievance Officer, Ankur Goyal, at aj@fibr.ai, or at 42700 Everglades Park Drive, Fremont, CA 94538, United States. Grievances will be acknowledged within 15 working days, with the aim of resolving them within 10 working days of receipt. A grievance should include your name and contact information, a clear description of your concern or complaint, and any relevant documents or evidence supporting it.

What Law Governs This Agreement?

This agreement is governed by the laws of the State of Delaware, USA. Any disputes will be handled in the courts of New Castle County, Delaware. Before filing a claim, the parties agree to attempt resolution through good faith negotiations for at least 30 days. In any litigation, the prevailing party is entitled to recover its legal costs. Both parties expressly waive any right to a jury trial in any action arising from this agreement.

Miscellaneous Legal Provisions

Waiver

No provision of this agreement may be waived except by a written agreement signed by the waiving party. A waiver of any term or provision is not a waiver of any other provision.

Independent Contractor

The relationship between the parties is on a principal-to-principal basis. Nothing in the agreement constitutes either party as the agent, representative, joint venture partner, or employee of the other for any purpose.

Entire Agreement

This agreement, together with any Order Form or Annexure, sets out all the promises, covenants, agreements, conditions, and understandings between the parties and constitutes the entire agreement between them, superseding all prior and contemporaneous understandings and agreements, express or implied, oral or written, with respect to the subject matter.

Assignment

Neither party may assign, sell, transfer, delegate, or subcontract its rights or obligations under this agreement without the prior written consent of the other party, "which consent shall not be unreasonably withheld."

Amendments

Any variation to this agreement must be in writing and executed by both parties. No change, modification, or termination of any term, provision, or condition is effective unless made in writing and signed by authorized representatives of both parties.

Severability

If any provision of this agreement is declared invalid, illegal, or unenforceable by a court of competent jurisdiction, that does not affect any other provision. The remaining provisions are fully severable, and the agreement is construed and enforced as if the invalid, illegal, or unenforceable provision had never been inserted.

Survival

Obligations which by their nature are intended to survive termination continue to be enforceable, "including but not limited to Clauses 1, 4, 6, 9, 10, 11, 12, 14, 15, 17, and 18" (definitions, Licensee Data usage and protection, intellectual property, representations and warranties, confidentiality, indemnity, limitation of liability, effect of termination, notice, governing law, and miscellaneous).

Counterparts and Electronic Execution

This agreement may be executed by electronic means (including .pdf) and in any number of counterparts, each of which when executed and delivered constitutes an original, but all of which together constitute one agreement binding on the parties.

Construction

Paragraph headings, captions, and abbreviations are used for convenience only and are not to be used to interpret the agreement. Wherever the context requires, the masculine includes the feminine and the singular includes the plural, and vice versa.

Compliance with Applicable Laws

Each party must comply with all Applicable Laws in its performance of the agreement and in the performance of any subcontractors, representatives, or others acting on its behalf.

Time is of the Essence

Time is of the essence with respect to all terms, conditions, and provisions of this agreement.

Binding Effect

This agreement is binding upon and inures to the benefit of the respective successors and permitted assigns and, as applicable, the heirs and legal representatives of the parties.

Notices

All notices must be in writing and directed to the recipient at the address specified in the agreement or at such other address as the recipient specifies in writing. Notices to the Service Provider go to Fibr AI, Attention: Ankur Goyal, CEO, email aj@fibr.ai or legal@fibr.ai. Notices to the Licensee go to the address specified in the applicable Order Form or Annexure, or as updated in writing by the Licensee. Notices are deemed properly delivered and received: the same day when personally delivered with receipt confirmed; one (1) business day after deposit with a commercial overnight courier; or the same day when sent by confirmed electronic transmission with a copy sent by commercial overnight courier.

By accessing or using the Fibr AI platform or Software Services, the Licensee confirms that it has read, understood, and agrees to be bound by these Terms and Conditions.