Terms of Service
Last updated: 13.12.2024
Thank you for using Molin AI!
These Molin AI Terms of Service (the “Agreement”) are entered into by and between the Molin AI entity set forth below (“Molin”) and the entity or person placing an order for, or accessing, any Services (“Customer” or “you”). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.
This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Molin pursuant to Order Form(s) (defined below) and sets forth the terms and conditions under which those products and services will be provided.
The “Effective Date” of this Agreement is the date that is the earlier of: (a) Customer’s initial access to any Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
As used in this Agreement, “Molin” means Molin AI Ltd., an UK company with a company number of 15076115 and registered address at 124 City Road, London, EC1V 2NX, England.
Modifications to this Agreement: From time to time, Molin may modify this Agreement. Unless otherwise specified by Molin, changes become effective for Customer upon renewal of Customer’s current Subscription Term (as defined below), or entry into a new Order Form. Molin will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Customer may be required to click to accept or otherwise agree to the updated Agreement before renewing a Subscription Term or entering into a new Order Form, but in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. If Molin specifies that changes to the Agreement will take effect prior to Customer’s next renewal or new Order Form (such as for legal compliance, product or pricing change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term on notice in writing to Molin and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term, commencing on the date notice of termination was received.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ IT CAREFULLY.
1. Definitions
“Affiliate” means any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.
“AI Agent” means an autonomous artificial intelligence system that can solve problems via thinking, reasoning and using available tools on demand. AI agents are fully autonomous in their own decision making and task execution.
“Beta Offerings” means pre-release services, features, or functions identified as alpha, beta, preview, early access, or words or phrases with similar meanings.
“Contractor” means an independent contractor or consultant.
“Customer” means any free or paid member who has created an account or has access to the service.
“Customer Data” means any data, content or other information of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data, content or other information submitted, uploaded, instructed to be used for or imported to the Services by Customer (including from Third Party Platforms) and (b) data, content or other information provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.
“Customer Properties” means Customer’s websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with People.
“Dashboard” means Molin’s user interface for accessing and administering the Services that Customer may access via the web or the Molin Apps.
“Documentation” means the technical user documentation provided with the Services.
“Feedback” means comments, questions, suggestions or other feedback relating to any Molin product or service, including, without limitation, integrations with Third Party Messaging Apps. Feedback does not include any Customer Data.
“Input” is the text, image, voice or any other kind of information sent to the AI model as a command from the Customer or user of the Customer.
“Intellectual Property Rights” include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country or other jurisdiction.
“Molin Integrations” means any integrations and applications created or developed by Molin or its Affiliates that are made available to the customer through the service.
“Molin Code” means certain JavaScript code, software development kits (SDKs), application programming interfaces (APIs), other code or libraries provided by Molin for deployment on Customer Properties.
“Laws” means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
“Order Form” means a written or electronic form referencing this Agreement that is used to order the Services, including, without limitation, an online registration or payment process completed through Molin’s website. The Order Form may contain details about your order, the applicable service plan, contracted usage quantity (e.g., seats or other usage quantity metric identified in the Order Form) and Subscription Term. Upon execution by the parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms and conditions of this Agreement.
“Output” is the generated answer by the AI. It can be text, image, audio or any other modality.
“People” (in the singular, “Person”) means Customer’s end user customers, potential end user customers, and other users of and visitors to the Customer Properties.
“Permitted User” means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
“Sensitive Personal Information” means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”) not authorized or covered by a duly executed Business Associate Agreement with Molin; or (iii) any other personal data of an EU citizen deemed to be in a “special category” (as identified in EU General Data Protection Regulation or any successor directive or regulation).
“Services” means Molin’s proprietary software-as-a-service solution(s), including the Dashboard, Molin Code and Molin Integrations.
“Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Molin.
“Third Party Messaging App(s)” means a separate, stand-alone application or service accessible apart from the generally available Services to which Customer subscribes. A Third Party Messaging App allows Customer to integrate Customer’s Molin Integration account(s) with Customer’s Third Party Messaging App services account(s).
“Third-Party Platform(s)” means any software, software-as-a-service, data sources or other products or services not provided by Molin that are integrated with or otherwise accessible through the Services.
2. Who we are
Molin is an AI product development company. Our mission is to turn businesses into 1 person operations and to empower individuals from all backgrounds to create and manage businesses. For more information about Molin, please visit https://molin.ai/about.
3. Molin Services
3.1. Services Overview. Molin’s Services are a suite of artificial intelligence enabled customer service and sales oriented software-as-a-service solutions offered through an online platform. The Services are designed to enable Customer to manage interactions with People through the entire lifecycle of their relationship.
3.2. Provision of Services. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”). Customer will purchase and Molin will provide the specific Services as specified in the applicable Order Form.
3.3. Access to Services. Customer may access and use the Services solely for its own benefit (and for the benefit of People) and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (including, without limitation, the usage quantity tracked). Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on Molin’s systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs and related credentials are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will promptly delete such user ID and otherwise terminate such Permitted User’s access to the Service. Molin reserves the right to suspend access to any Services or features (including, without limitation, in-app messaging and integrations with Third Party Platforms and Third Party Messaging Apps) if Customer has exceeded applicable usage limits (if any) or if Molin otherwise determines, in its sole discretion, that Customer is using the applicable Service in a manner that has become excessive (e.g., substantially exceeds typical use projections or exceeds usage by similar-sized customers (where customer size is defined by number of AI replies), including, but not limited to, storage and bandwidth consumption) and/or negatively impacts the operability, integrity, or security of the Service until usage is reduced to reasonable levels, as determined by Molin and/or such impact is resolved to Molin’s satisfaction. We may change usage limits at any time, in our sole discretion, without notice.
3.4. Molin Integrations. To the extent Molin provides Molin Integrations for use with the Services, subject to all of the terms and conditions of this Agreement (unless otherwise indicated in the specific Molin Integration), Molin grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the Molin Integrations internally, but only in connection with Customer’s use of the Service and otherwise in accordance with the Documentation and this Agreement.
3.5. Molin Code. The right to use the Services includes the right to deploy Molin Code on Customer Properties in order to enable messaging, calling, chat and other functionality and to collect Customer Data for use with the Services as further described herein. Subject to all of the terms and conditions of this Agreement, Molin grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to copy and implement the Molin Code in the form provided by Molin on Customer Properties solely to support Customer’s use of the Service and otherwise in accordance with the Documentation and this Agreement. Customer must implement Molin Code on the Customer Properties in order to enable the relevant features of the Services. Customer will implement all necessary Molin Code in strict accordance with the Documentation and other instructions provided by Molin. Customer acknowledges that any changes made to the Customer Properties after initial implementation of Molin Code may cause the Services to cease working or to function improperly and that Molin will have no responsibility for the impact of any such Customer changes.
3.6. Contractors and Affiliates. Customer may permit its employees and Contractors and its Affiliates’ employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement and any use of the Services by such Permitted Users is for the sole benefit of Customer.
3.7. General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party other than the Customer Properties; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Molin); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services and/or on any reports or data printed from the Services (unless otherwise expressly permitted by Molin in advance); (f) publicly disseminate information regarding the performance of the Services; (g) or use the Services for competitive analysis purposes.
3.8. Molin APIs. If Molin makes access to any APIs available as part of the Services, Molin reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Molin may monitor Customer’s usage of such APIs and limit the number of calls or requests Customer may make if Molin believes that Customer’s usage is in breach of this Agreement or may negatively affect the security, operability, or integrity of the Services (or otherwise impose liability on Molin).
3.9. Trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to the Service (a “Trial Subscription”), then Customer may use the Services in accordance with the terms and conditions of this Section (and any other supplemental trial terms agreed by Customer) for a period of fourteen (14) days or such other period granted by Molin (the “Trial Period”). Trial Subscriptions are permitted solely for Customer’s evaluation to determine whether to purchase a paid subscription to the Services or an upgrade to a service plan. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term and may be subject to usage limits. If Customer does not enter into a paid Subscription Term prior to the expiration of the Trial Period, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Period, except as otherwise set forth herein. If stated in the Order Form for a specific Service or otherwise communicated in advance by Molin to Customer, a paid Subscription Term will commence automatically once the Trial Period expires, and Customer will be charged for any continued use of the Services. Molin has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MOLIN WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, SERVICE LEVEL AGREEMENT (“SLA”), OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.
3.10. Beta Offerings. Customer may choose to use Beta Offerings in its sole discretion. Use of Beta Offerings may be subject to additional terms. Molin, in its discretion, may offer a Beta Offering with or without charge. Molin reserves the right to start charging and/or modify the pricing for a Beta Offering upon prior written notice to Customer. Beta Offerings may be changed at any time without notice and may not be maintained and/or become generally available. Beta Offerings are to be used for Customer’s internal testing and evaluation purposes only. Molin will have no liability arising out of or in connection with Beta Offerings and disclaims any warranty, indemnity, support, SLA, or other obligations with respect to its Beta Offerings. CUSTOMER USES BETA OFFERINGS “AS IS” AND AT ITS OWN RISK.
4. AI
4.1 Processing by Third Party LLM Providers. When using AI Products, the Third Party LLM Provider acts as a sub-processor of personal data submitted to the AI Product, including personal data that may be contained in Inputs (defined below) or other Customer Data. All personal data processing activities will be governed by the DPA in place between Intercom and Customer.
4.2 Location of Processing. If Customer elects to use an AI Product, personal data will be sent to such Third Party LLM Providers.
4.3 ePHI Data. Customer shall be solely responsible for the development, content, and integrity of any electronic protected health information (ePHI) submitted to Molin by or on behalf of Customer, its Permitted Users and People. To the extent applicable, Customer is solely responsible for ensuring accurate matching (including patient matching) so that Inputs (defined below) that contain ePHI are properly matched to Output (defined below) and that Output is returned to the appropriate end user.
4.4 Inputs and Outputs. Any data, content and information (in any format) submitted to Molin by Customer, its Permitted Users and/or People, including, but not limited to, conversation data and queries (including any personal data contained therein) (“Inputs”) and results generated by Molin based on such Inputs (“Outputs”) are deemed Customer Data under the Agreement and subject to the rights, restrictions and obligations applicable thereto. Customer will only provide and/or instruct Molin to use Input and Output where the Customer is authorized to provide such content to Molin for the purposes set out in the Agreement. Third parties may submit information or materials that generate results that are identical or similar to Outputs (“Third-Party Results”), and Customer acknowledges it has no right, title or interest in or to any Third-Party Results.
4.5 Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Service may, in some situations, result in Output that does not accurately reflect real people, places, or facts. Output may contain material inaccuracies and may not reflect correct, current or complete information.
4.6 Transparency. You will ensure that: (i) People are informed that they are interacting with an AI system, (ii) Output is clearly marked as artificially generated or manipulated and (iii) Output is not falsely represented as being human-generated.
4.7 Rights to Use. Customer permits Third Party LLM Provider to use Input and Output or other Customer Data submitted to Molin as necessary to provide the AI Product, comply with applicable Laws, and enforce its respective policies (as specified in section 4.8.2). Intercom contractually restricts Third Party LLM Providers from using Customer Data for training or otherwise improving Third Party LLM Provider’s services.
4.8 Restrictions on Use. In addition to any general obligations and restrictions pertaining to Customer’s use of Services under the Agreement, Customer represents and warrants that:
4.8.1 Customer will not, nor permit others to, use Molin or any Outputs in violation of these Terms nor any third party terms, policies or other agreements applicable to your use of Molin.
4.8.2 Customer will not, nor permit others, to: (i) use Molin to develop any models that compete with Molin or Third Party LLM Provider; (ii) use any method to extract data, or infer information or otherwise attempt to discover underlying components of Molin, except to the extent such restrictions are contrary to applicable law (e.g., underlying components of models (for example weights), algorithms, systems); and (iii) modify the intended use Molin.
4.8.3 Customer will be fully responsible for use of Molin (including any and all Inputs submitted) by any Permitted User and Person as if performed by Customer.
4.8.4 Customer will not modify the intended purpose of Molin, including in such a way that it can be classified as high-risk or prohibited under applicable AI legislation.
4.9 Usage Limits. Intercom may monitor and limit or suspend Customer’s usage if Intercom believes Customer’s usage may bypass or circumvent any rate limits (if applicable); negatively affect the security, performance, integrity or commercial viability of any Services; violate the Agreement, third party terms and policies or otherwise imposes liability on Intercom.
4.10 Data hosting. In addition to any general obligations and restrictions pertaining to Customer’s use of Services set out herein, Customer will not, nor permit others to use Molin to generate Output for the express purpose of creating synthetic training data in order to develop or train a substantially similar or competing model or system.
4.11 Ownership of content. As between you and Molin, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.
4.12 When you use our Services you understand and agree:
a) Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
b) You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
c) You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
d) Our Services may provide incomplete, incorrect, or offensive Output that does not represent Molin’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with Molin.
5. Customer Data and Customer Obligations
5.1. Data Processing by Molin. All data processing activities carried out as part of the Services will be governed by the Data Processing Addendum (“DPA”) incorporated by reference herein.
5.2. Rights in Customer Data. As between the parties, Customer will retain all of Customer’s Intellectual Property Rights in and to the Customer Data provided to Molin. Subject to the terms of this Agreement, Customer hereby grants to Molin a non-exclusive, worldwide, royalty-free right to access, use and display the Customer Data in order to provide the Services to Customer.
5.3. Storage of Customer Data. Molin does not provide an archiving service. Molin agrees only that it will not intentionally delete any Customer Data from the Services prior to termination of Customer’s applicable Subscription Term and expressly disclaims all other obligations with respect to storage.
5.4. Anonymized Data. Notwithstanding anything to the contrary herein, Customer agrees that Molin may use: certain technical and other data about Customers and People’s use of the Services; and/or Customer Data, which, in all cases, is anonymized to remove any personal data of People (“Anonymized Data”) to analyze, improve, support and operate the Services during and after the term of this Agreement, and Customer agrees that Molin is permitted to anonymize Customer Data to use for the aforementioned purposes.
5.5. Customer Obligations
a) In General. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Molin that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting Molin the rights under Section 3) and that no Customer Data will violate or infringe: (i) any third party Intellectual Property Rights or, publicity, privacy, or other rights, (ii) any Laws, or (iii) any terms of service, privacy or other policies and/or any other agreements governing the Customer Properties or Customer’s accounts with any Third-Party Platforms. Customer will be fully responsible for any Customer Data submitted to the Services by any Person as if it was submitted by Customer.
b) No Sensitive Personal Information. Except as otherwise expressly agreed between the Parties in writing by entering into a business associate agreement for HIPAA data, Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that Molin is not a payment card processor and that the Services are not PCI DSS compliant. Except for Molin’s obligations under any business associate agreement entered into with Customer, Customer shall be responsible for any Sensitive Personal Information it submits to the Service, and Customer acknowledges that Molin is not subject to any additional obligations that may apply to any Sensitive Personal Information submitted to the Services.
c) Compliance with Laws. Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including, without limitation, any activities that, to the extent applicable, violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003 or any other applicable anti-spam laws and regulations.
d) Disclosures on Customer Properties. Customer acknowledges that the Molin Code causes a unique cookie ID to be associated with each Person who accesses the Customer Properties, which cookie ID enables Molin to provide the Services. Customer will include on each Customer Property a link to a privacy policy that discloses Customer’s use of third party tracking technology to collect data about People and how, and for what purposes, the data collected will be used or shared with third parties. Customer must also provide People with clear and comprehensive information about the storing and accessing of cookies or other information on the Peoples’ devices where such activity occurs in connection with the Services and as required by applicable Laws. For clarity, as between Customer and Molin, Customer will be solely responsible for obtaining the necessary clearances, consents and approvals from People under all applicable Laws.
5.6. Indemnification by Customer. Customer will indemnify, defend and hold harmless Molin from and against any and all third party (including, without limitation, People) claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or relating to any Customer Data, Customer’s use of a Third Party Messaging App, Third-Party Platform or breach or alleged breach by Customer of Section 5.5 (Customer Obligations). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Molin at Customer’s expense. Notwithstanding the foregoing sentence, (a) Molin may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without Molin’s prior written consent, unless the settlement fully and unconditionally releases Molin and does not require Molin to pay any amount, take any action, or admit any liability.
6. Security
Molin agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access to or use of the Services. However, Molin will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Molin’s control.
7. Third-Party Platforms and Third Party Messaging Apps
7.1. Integration with Third Party Platforms. The Services may support integrations with certain Third-Party Platforms. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes Molin to access Customer’s accounts with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that Molin has no responsibility or liability for any Third-Party Platform, including, without limitation, any beta releases or pre-release features of a Third-Party Platform, or how a Third-Party Platform uses or processes Customer Data after it is exported to such Third-Party Platform. Molin does not guarantee that the Services will maintain integrations with any Third-Party Platform, and Molin may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. For clarity, this Agreement governs Customer’s use of and access to the Services, even if accessed through an integration with a Third-Party Platform.
7.2. Third Party Messaging Apps. Customer represents and warrants that Customer has agreed to the terms of service associated with any Third Party Messaging App(s) and has created, or has authorized Molin to create on Customer’s behalf, a Third Party Messaging App account in accordance with such terms and conditions, which govern Customer’s use of such Third Party Messaging App account. Molin will have no liability for and the Third Party Messaging App provider is solely responsible for the Third Party Messaging App’s network, functionality, clients, and APIs.
8. Ownership
8.1. Molin Technology. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement, no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Molin or its suppliers retain all right, title and interest (including all Intellectual Property Rights) in and to the Services and all Documentation, integrations with the Services, and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including any Feedback (collectively, “Molin Technology”). Except as expressly set forth in this Agreement, no rights in any Molin Technology are granted to Customer.
8.2. Feedback. Customer, from time to time, may submit Feedback to Molin. Molin may freely use or exploit Feedback in connection with the Services and Molin Technology. Customer hereby grants to Molin a perpetual, non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, disclose and otherwise commercially exploit the Feedback.
9. Subscription Term, Fees & Payment
9.1. Subscription Term and Renewals.
a) Monthly Subscription Term. For a month-to-month subscription, the Subscription Term will automatically renew on a monthly basis. Each successive contract month will be considered a “renewal term.” Customer may cancel a month-to-month subscription at any time by going to the “Settings” page in the Dashboard, and the effective termination date will be the last day of the then-current renewal term.
b) Annual or Multi-Year Subscription Term. For a yearly or multi-year subscription, the initial Subscription Term is set forth in the Order Form. The Subscription Term will automatically renew for additional, successive twelve month periods (each, a “renewal term”), unless either party gives the other written notice of intent not to renew at least thirty (30) days prior to expiration of the initial Subscription Term or then-current renewal term. Customer will send written notice of intent not to renew to salessales@molin.ai.
9.2. Fees and Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via a Recurring Payment Method (as defined below) or (b) otherwise specified in the applicable Order Form. Molin reserves the right to adjust pricing for any service plan and/or any Service(s) to the then-current list price upon the start of any renewal term.
a) Baseline Monthly Fee. Molin will charge Customer the monthly subscription fee in advance of each billing period. The monthly subscription fee will be based on the contracted service packages and any potential add-ons (e.g. additional seats purchased, extra conversations, etc.). Customer’s invoice will also include any fees for one-time services (e.g., onboarding services) ordered by Customer.
b) Changes to Contracted Usage. If the contracted usage quantity (e.g., number of seats, resolutions or channel usage) or service plan is changed during a billing period, Customer’s monthly subscription fee will be prorated accordingly as of the effective date of the change.
c) Additional Usage Charges. In addition to the monthly subscription fee, if Customer uses any Services that are subject to additional usage charges and/or if Customer’s actual usage exceeds Customer’s contracted usage quantity, Customer will be charged additional usage fees (calculated based on published pricing and/or applicable unit price set forth in the Order Form).
Services. For any Services that are subject to additional usage charges, the applicable charges will be calculated based on the actual amount of usage of each Service in the given calendar month. These additional usage charges will be billed in a separate invoice that Customer receives following the end of the calendar month when the charges were incurred.
d) Taxes. Except as expressly set forth in this Agreement, all fees are non-refundable. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. Molin will invoice Customer for Taxes as well as any legally required fees arising from Customer’s use of Services if Molin believes it has a legal obligation to do so, and Customer will pay such Taxes and fees if invoiced. If Customer is required by Law to withhold any Taxes from Customer’s payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Molin receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
9.3. Payment Via Recurring Payment Method. If you are purchasing the Services via credit card, debit card or any other recurring payment method accepted by Molin (“Recurring Payment Method”), the following terms apply:
a. Recurring Billing Authorization. By providing Recurring Payment Method information and agreeing to purchase any Services, Customer hereby authorizes Molin (or its designee) to automatically charge Customer’s Recurring Payment Method on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s usage of the Services and may include adjustments to monthly subscription fee, upgrade fees, one-time service fees, additional usage charges, taxes and other fees as described above.
b. Foreign Transaction Fees. Customer acknowledges that for certain Recurring Payment Methods, the provider/issuer may charge a foreign transaction fee or other charges.
c. Invalid Payment. If a payment is not successfully settled due to expiration of a Recurring Payment Method, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Molin and Molin may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Recurring Payment Method once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
d. Changing Recurring Payment Method Information. At any time, Customer may change its Recurring Payment Method information by entering updated information via the “Settings” page on the Dashboard.
e. Payment of Outstanding Fees. Upon any termination or expiration of the subscription, Molin will charge Customer’s Recurring Payment Method (or invoice Customer directly) for any outstanding fees for Customer’s use of the Services during the Subscription Term, after which payment, Molin will not charge Customer’s Recurring Payment Method for any additional fees.
9.4. Suspension of Service. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Molin reserves the right to suspend Customer’s access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. Molin also reserves the right to suspend Customer’s access to the Services, without liability, if Customer’s use of the Services is in violation of this Agreement.
10. Term and Termination
10.1. Term. This Agreement is effective as of the Effective Date and expires on the date of the last to expire Subscription Term under any Order Form, unless earlier terminated as set forth herein.
10.2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
10.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Molin Technology) and delete (or, at Molin’s request, return) any and all copies of the Documentation, any Molin passwords or access codes and any other Molin Confidential Information in its possession. Customer acknowledges that following termination, it will have no further access to any Customer Data input into any Service, and that Molin may delete any such data as may have been stored by Molin at any time. Except where an exclusive remedy is specified, the exercise by either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
10.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 3.7 (General Restrictions), 3.9 (Trial Subscriptions), 3.10 (Beta Offerings), 5.3 (Storage of Customer Data), 5.4 (Anonymized Data), 5.6 (Indemnification by Customer), 8 (Ownership), 9.2 (Fees and Payment), 9.3 (Payment Via Recurring Payment Method), 10.3 (Effect of Termination), 10.4 (Survival), 11.2 (Warranty Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 16 (Confidential Information) and 18 (General Terms).
11. Limited Warranty
11.1. Limited Warranty. Molin warrants, for Customer’s benefit only, that each Service will operate in substantial conformity with the applicable Documentation. Molin’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Molin to use commercially reasonable efforts to correct the reported non-conformity, or if Molin determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 11.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) if Services are provided to Customer to use on a no-charge, trial, beta or evaluation basis.
11.2. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 11.1, ALL SERVICES ARE PROVIDED “AS IS”. NEITHER MOLIN NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MOLIN DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES MOLIN WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY. MOLIN SHALL NOT BE LIABLE FOR THE RESULTS OF ANY AI OR HUMAN COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT WERE FAILED TO BE SENT USING THE SERVICES. MOLIN SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, THIRD PARTY APPS, OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF MOLIN. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
12. Support
During the Subscription Term of each Service, Molin will provide end user support in accordance with the level of support available for the subscription purchased by the Customer.
13. Limitation of Liability
13.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
13.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY’S ENTIRE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO MOLIN UNDER THE AGREEMENT GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
13.3. Excluded Claims.” Excluded Claims” means any claim arising (a) from Customer’s breach of Section 4.7 (General Restrictions); (b) under Section 5.5 (Customer Obligations) or 5.6 (Indemnification by Customer); or (c) from a party’s breach of its obligations in Section 15 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service or relating to Customer Data).
13.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 13 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
13.5. Applicable Law. The limitations on liability under this Section 13 will not apply to the extent such liability cannot be limited under applicable law.
14. Indemnification
Molin will defend Customer from and against any claim by a third party alleging that a Service when used as authorized under this Agreement infringes any Intellectual Property Rights and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by Molin (including reasonable attorneys’ fees) resulting from such claim, provided that Molin will have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Molin to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of a Service is (or in Molin’s opinion is likely to be) enjoined, if required by settlement or if Molin determines such actions are reasonably necessary to avoid material liability, Molin may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by Molin. The foregoing indemnification obligation of Molin will not apply: (1) if such Service is modified by any party other than Molin, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by Molin, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Service; (4) to any action arising as a result of Customer Data or any third-party deliverables or components contained within such Service; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; (6) to any action arising from Customer’s use of Third Party Messaging Apps; or (7) if Customer settles or makes any admissions with respect to a claim without Molin’s prior written consent. THIS SECTION 14 SETS FORTH MOLIN’S AND ITS SUPPLIERS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
15. Confidential Information
Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Molin Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Molin without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Molin, the subcontractors referenced in Section 17.8 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 15 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 15. The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
16. Publicity
Molin may, upon Customer’s prior written consent, use Customer’s name to identify Customer as an Molin customer of the Services, including on Molin’s public website. Molin agrees that any such use shall be subject to Molin complying with any written guidelines that Customer may deliver to Molin regarding the use of its name and shall not be deemed Customer’s endorsement of the Services.
17. General Terms
17.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 17.1 will be null and void.
17.2. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
17.3. Governing Law; Dispute Resolution.
a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute”), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute”). If an Initial Notice of Dispute is being sent to Molin it must be emailed to legal@molin.ai and sent via mail to:
124 City Road, London, EC1V 2NX, United Kingdom
Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (“Direct Dispute Resolution”). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute may subsequently be resolved in a court of law as set forth below.
b) FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS OF ENGLAND & WALES SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES ARISING UNDER THIS AGREEMENT. IN ANY DISPUTE, ENGLISH LAW SHALL APPLY.
c) Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH CUSTOMER AND MOLIN AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
d) Injunctive Relief. Notwithstanding the above provisions, Molin may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
17.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; or (iv) if given by email on the first business day after we send it. You agree that any electronic communication satisfies any applicable legal communication requirements, including that such communications be in writing.
17.5. Amendments; Waivers. Except as provided under “Modifications to this Agreement” and otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer that may be referenced in the Order Form or otherwise issued by Customer will supersede or modify the terms and conditions of this Agreement (regardless of any statement to the contrary in such document), and any such document relating to this Agreement will be for Customer’s convenience and administrative purposes only and will have no legal effect.
17.6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved customer experience Molin may make changes to the Services, and Molin will update the applicable Documentation accordingly.
17.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
17.8. Subcontractors. Molin may use the services of subcontractors and permit them to exercise the rights granted to Molin in order to provide the Services under this Agreement, provided that Molin remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement,(ii) for the overall performance of the Services as required under this Agreement, and (iii) compliance with the terms of the DPA.
17.9. Subpoenas. Nothing in this Agreement prevents Molin from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Molin will use commercially reasonable efforts to notify Customer where permitted to do so.
17.10. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent
17.11. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.