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Terms of Service

Last Updated: April 21, 2025

THIS OBOT.AI SAAS AGREEMENT (“AGREEMENT”) GOVERNS YOUR (“CUSTOMER”) USE OF ACORN LABS, INC. (HEREAFTER “ACORN”) OBOT.AI SOFTWARE-AS-A-SERVICE PLATFORM.

IF YOU REGISTER FOR A FREE TRIAL OF OUR SOFTWARE, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR TAKING OTHER AFFIRMATIVE STEPS TO INDICATE THE SAME, INCLUDING OR BY AGREEING AN ORDER FORM DURING AN ON-LINE PURCHASE OF SUBSCRIPTIONS THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO YOU AND/OR SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE OR SERVICES.

Customer may not access the Software or Services if Customer is a direct competitor of Acorn, except with Acorn’s prior written consent. In addition, Customer may not access the Software or Services for purposes of monitoring their availability, performance or functionality.

Customer’s use of the Software or Services constitutes Customer’s agreement to these terms. It is effective between Customer and Acorn as of the date Customer signs or consents to an Order Form or other applicable ordering document, or first uses the Software or Services, whichever is earlier (the “Effective Date”).

NOW THEREFORE, the Parties enter into this Agreement for the provision of Software or Services to Customer.

  1. Scope of the Agreement
    1. Ordering. Any Software or Services purchased by Customer shall be governed by an Order Form. Professional Services will be governed by a separate written agreement or an Order Form.
    2. Structure. The Agreement also incorporates the following components: (1) the applicable Order Form entered into by the Customer, and (2) and any applicable SOW for Professional Services. Unless otherwise specified in an Order Form, terms defined in this Agreement shall have the same meaning when used in any other document made part of this Agreement.
  2. Subscription to the Software
    1. Usage Limits. Subscriptions for the Software are limited to the quantities specified in the applicable Software Order Form. Each Subscription refers to an individual User. The Software may not be accessed by more Users than reflected by the number of Subscriptions in a Software Order. A Subscription may be reassigned to a different User by Customer. If Customer exceeds its Subscriptions to the Software, Customer will, upon Acorn’s request, promptly execute a Software Order for sufficient additional Subscriptions to comply with the Agreement. Customer will pay Acorn’s invoice for the excess usage according to the Agreement.
    2. Beta Software. Acorn may invite Customer to try Software that is not generally available to customers (“Beta Software”) at no charge. Customer is under no obligation to use Beta Software. Beta Software will be clearly designated. Beta Software is: (a) for evaluation purposes only and not for production use, (b) are not considered “Software” under the Agreement, and (c) are not included in any support that may be offered by Acorn. Acorn may discontinue Beta Software at any time. Beta Software is provided “as-is” without warranty, and notwithstanding Section 12, Acorn will have no liability for any claim arising from Customer’s, its Affiliates’, or Users’ use of Beta Software.
    3. AI Features. The Software employs artificial intelligence, machine learning, or similar technologies through the Software’ processing of Customer Data (the “AI Features”). Customer or its Authorized Users may provide input, including Customer Data, for use with the AI Features (“AI Input”) and receive output generated and returned by the AI Features based on the AI Input (“AI Output”). Other customers providing similar AI Input to the Al Features may receive the same or similar AI Output. Customer acknowledges and agrees that Customer is responsible for reviewing and validating AI Output for its needs and technical environment before electing to use AI Output. Customer agrees to comply with any applicable AI Feature restrictions described in the Documentation. NOTWITHSTANDING ANY CONTRARY PROVISION HEREIN, ACORN DOES NOT REPRESENT OR WARRANT THAT THE AI OUTPUT WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR FIT FOR A PARTICULAR PURPOSE.
    4. Connected Applications. The Software contains features designed to interoperate with Connected Applications. To use such features, Customer or its Users may be required to obtain access to such Connected Applications from their providers and grant the Software access to Customer’s or its Users’ account(s) on such Connected Applications. If Customer uses a Connected Application with the Software, Customer grants Acorn permission to allow the Connected Application and its provider to access Customer Data solely as required for the interoperability of that Connected Application with the Software. Disclaimer: Acorn provides interoperability with Connected Applications as a courtesy, on an as-is basis, and not part of the Subscription. Acorn makes no warranty or guarantee as to the interoperability or availability of any Connected Applications and the Customer’s use of any such Connected Applications is wholly at Customer’s own risk. Acorn may terminate interoperability with Connected Applications at any time in Acorn’s sole discretion, after providing Customer commercially reasonable notice (except in the case where the Connected Application poses a security risk to the Software). Any acquisition by Customer of Connected Applications, and any exchange of Customer Data between Customer and any Connected Application provider, product, or Software, is solely between Customer and the applicable Connected Application provider. Acorn does not warrant or support Connected Applications. Acorn is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Connected Application or its provider.
    5. Public AI Agents; Disclaimer of Warranties. The Software may display or make available AI agents, models, or automation workflows that have been created and published by third parties (“Public AI Agents”). These Public AI Agents are provided solely for convenience, informational purposes, or optional use, and are not created, reviewed, or endorsed by Acorn. No Warranty. Public AI Agents are provided “as-is” and “as available”, without any warranties or guarantees of any kind, whether express, implied, statutory, or otherwise, including but not limited to any warranties of accuracy, performance, fitness for a particular purpose, merchantability, or non-infringement. Customer Responsibility. Customer is solely responsible for its decision to use, rely on, or deploy any Public AI Agent. Acorn shall have no liability for any damage, loss, or harm (including loss of data or system failure) resulting from Customer’s use of any Public AI Agent, whether to its systems or to third parties. Customer agrees to use appropriate caution and perform its own testing, validation, and review before implementing any Public AI Agent in a production or critical environment.
  3. Customer Limitations/Responsibilities
    1. Limitations. Customer shall not: (a) resell, sublicense, rent, loan, lease, time share or otherwise make the Software available to any party not authorized to use the Software under the Agreement or an applicable Software Order; (b) modify, adapt, alter, translate, copy, or create derivative works based on the Software; (c) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Software (unless such right is granted by applicable law and then only to the minimum extent required by law); (d) access the Software in order to: (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Software; (e) merge or use the Software with any software or hardware for which they were not intended (as described in the Documentation); (f) allow Users to share access credentials; (g) use the Software for unlawful purposes or to store unlawful material, including but not limited to, for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise; (h) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation; (i) use the Software to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; (j) disrupt the integrity or performance of the Software; (k) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Acorn or its suppliers contained on or within any copies of the Software, (l) bypass any security measure or access control measure of the Software, (m) use the Software other than as described in the Documentation, (n) perform or disclose any benchmarking or testing of the Software itself or of the security environment or associated infrastructure without Acorn’s prior written consent. Acorn may, without limiting its other rights and remedies, suspend Customer’s and/or applicable Users’ access to the Software at any time if: (i) required by applicable law, (ii) Customer or any User is in violation of the terms of this Agreement, or (iii) Customer’s or a User’s use disrupts the integrity or operation of the Software or interferes with use of the Software by others. Acorn will use reasonable efforts to notify Customer prior to any suspension, unless prohibited by applicable law or court order, and Acorn will promptly restore Customer’s access to the Software upon resolution of any violation under this section. If Acorn is notified that any Customer Data violates applicable law or third-party rights, Acorn may so notify Customer and in such event Customer will promptly remove such Customer Data from the Software. If Customer does not take the required action, Acorn may disable the applicable Customer Data until the potential violation is resolved.
    2. Customer Responsibilities. Customer will: (a) at all times remain responsible for Users’ compliance with the Agreement and will promptly notify Acorn of any unauthorized access to the Software arising from a compromise or misuse of Customer’s or its User’s access credentials, (b) use the Software only in accordance with the Documentation, applicable laws, and government regulations, (c) comply with terms of service of any Connected Applications Customer uses in conjunction with the Software, and (d) remain responsible for any action in violation of the Agreement by Customer’s Affiliates or Users.
    3. AI Agent Responsibilities/Indemnity. Customer is solely responsible for the actions, decisions, and outputs of any AI agents, models, or automated processes that it creates, configures, deploys, or instructs using the Software. This includes any interactions such AI Agents initiate with third parties, third-party systems or software, any data they process or generate, and any consequences arising from their behavior or performance. Customer agrees that it shall: (a) ensure all AI Agents comply with applicable laws, regulations, and third-party rights, including but not limited to applicable data privacy and processing regulations, (b) not use the Software to create AI Agents that engage in deceptive, harmful, or unlawful conduct, and (c) monitor and control the behavior of all AI Agents it deploys and implement appropriate safeguards to prevent misuse.
    4. Customer AI Agent Indemnity. Customer agrees to indemnify, defend, and hold harmless Acorn, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any AI Agent created or operated by Customer, or on Customer’s behalf.
  4. Data Responsibilities
    1. Compliance With Applicable Laws. Customer is exclusively responsible for: (a) determining what data Customer submits to the Software, (b) for obtaining all necessary consent and permissions for submission of Customer Data and related data processing instructions to Acorn, (c) for the accuracy, quality and legality of Customer Data, and (d) Customer’s compliance with applicable data privacy and protection regulations. Customer shall ensure that it is entitled to transfer the relevant Customer Data to Acorn so that Acorn and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf. No rights to the Customer Data are granted to Acorn hereunder other than as expressly set forth in this Agreement.
    2. Excluded Data. Customer shall not provide Acorn with any Customer Data that is subject to heightened security requirements by law, regulation or contract (examples include but are not limited to the Gramm–Leach–Bliley Act (GLBA), Health Insurance and Portability and Accountability Act (HIPAA), Family Educational Rights and Privacy Act (FERPA), the Child’s Online Privacy Protection Act (COPPA), the standards promulgated by the PCI Security Standards Council (PCI-DSS), and their international equivalents (such Customer Data collectively, “Excluded Data”). Acorn shall have no responsibility or liability for Excluded Data.
  5. Intellectual Property Rights And Ownership
    1. Reservation of Rights. Access to the Software is sold on a subscription basis. Except for the limited rights expressly granted to Customer hereunder, Acorn reserves all rights, title, and interest in and to the Software, the underlying software, the Acorn Materials and any and all improvements (including any arising from Customer’s feedback), modifications and updates thereto, including without limitation all related intellectual property rights inherent therein. Where Customer purchases Professional Services hereunder, Acorn grants to Customer a non-sublicensable, non-exclusive license to use any materials provided by Acorn as a result of the Professional Services (the “Acorn Materials”) solely in conjunction with Customer’s authorized use of the Software and in accordance with this Agreement. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement. Nothing in this Agreement will impair Acorn’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any products, software or technologies that Customer may develop, produce, market, or distribute.
    2. Ownership and Processing of Customer Data. Customer and/or its licensors shall retain all right, title and interest in all Customer Data stored in the Software, including any revisions, updates or other changes made to that Customer Data. Customer grants Acorn a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data: (a) solely for the purpose of providing the Software and Professional Services under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; (c) at Customer’s direction or request, enable integrations between Customer’s Connected Applications and the Software; and (d) as otherwise required by applicable law.
  6. Term and Termination
    1. Termination by Customer This Agreement shall commence on the date the Customer subscribes to the Software and shall continue on a month-to-month basis. The Customer may terminate this Agreement at any time through their account settings in the Software, with such termination becoming effective immediately. The Customer acknowledges that no refunds will be provided for the remainder of the subscription term in which they terminate. Acorn shall not be liable for any termination or suspension of Customer’s subscription in the event the Customer’s payment method is expired, deleted, or otherwise fails to process a transaction.
    2. Termination by Acorn. Acorn may terminate the Customer’s subscription to the Software at any time, for any reason or no reason, by providing the Customer with thirty (30) days’ prior written notice. Additionally, Acorn may immediately terminate the Customer’s subscription for breach of this Agreement. Acorn may, at its sole discretion, provide the Customer with an opportunity to cure such breach within the notice period (if applicable). If the breach is not cured within the specified period, termination shall become effective at the end of the notice period.
    3. Effect of Termination; Survival. Upon termination of Customer’s subscription Acorn’s obligation to provide the Software, and Customer’s right to access or use the Software, will terminate. Acorn will not issue any refunds for any pre-paid but unused Fees. Sections 3, 5, 6, 7, 8-10, and 12-14 will survive the termination of this Agreement including any other term which by its nature and purpose should also survive.
  7. Fees and Payment
    1. Payment of Fees. At the election of Acorn, Customer agrees to pay the Subscription fees for the Software either: (i) on a month-to-month, or (ii) on a usage basis, measured by AI tokens purchased by Customer (“Fees”). Customer shall pay Fees via credit card, or other method (“Payment Method”) accepted by Acorn. Subscription Fees shall be charged to the Customer’s Payment Method on the first day of each monthly subscription period, or when available AI Tokens are exhausted. Customer shall ensure that the Payment Method information provided is accurate and up-to-date. In the event of a payment failure due to expired or invalid Payment Method information, Customer shall update the payment information promptly to avoid service interruption. If payment is not received by Acorn within ten (10) days after the due date, Acorn may suspend access to the Software until payment is made in full. Acorn reserves the right to charge interest on any overdue amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until the date of payment. Customer may dispute any charges by providing written notice to Acorn within thirty (30) days of the charge, detailing the nature of the dispute. Acorn and Customer shall work in good faith to resolve any such disputes promptly. Amounts not disputed within this period shall be deemed accepted by Customer. Customer must pay the Fees without withholding or deduction in U.S. Dollars. All Fees and other amounts paid under the Agreement are non-refundable.
    2. Taxes. The Fees set forth in any Order Form are exclusive of, and Customer is liable for and will pay, all taxes, including any value added tax and goods and services tax or any similar tax imposed on or measured by this Agreement.
  8. Represenations and Warranties
    1. Customer Warranty. Customer represents and warrants that: (a) it has the authority to enter into this Agreement, (b) its use of Software or Services will comply with all applicable laws, and it will not use the Software or Services for any illegal activity, and (c) it has the right to upload and or distribute Customer Data through the Software.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE ACORN SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, AND ACORN DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY THE COURSE OF DEALING OR USAGE OF TRADE. ACORN AND ITS SUPPLIERS DO NOT REPRESENT OR WARRANT THAT THE ACORN SOFTWARE AND SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR FREE, ACCURATE OR COMPLETE OR COMPLY WITH REGULATORY REQUIREMENTS, OR THAT ACORN WILL CORRECT ALL ERRORS. IN THE EVENT OF A BREACH OF THE WARRANTIES SET FORTH IN SECTION 9, CLIENT’S EXCLUSIVE REMEDY, AND ACORN’S ENTIRE LIABILITY, WILL BE THE RE-PERFORMANCE, OR REDELIVERY OF THE DEFICIENT ACORN SOFTWARE OR SERVICE, OR IF ACORN CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, TERMINATION OF THE RELEVANT ACORN SOFTWARE OR SERVICE, IN WHICH CASE CLIENT MAY RECEIVE A PRO RATA REFUND OF THE PREPAID BUT UNUSED FEES PAID FOR THE DEFICIENT ACORN PRODUCT OR SERVICE AS OF THE EFFECTIVE DATE OF TERMINATION.
    3. The Software and Services have not been tested in all situations under which they may be used. Acorn will not be liable for the results obtained through use of the Software or Services and Customer is solely responsible for determining appropriate uses for the Acorn Software and Services and for all results of such use. For example, Acorn Software and Services are not specifically designed, manufactured or intended for use in (a) the design, planning, construction, maintenance, control, or direct operation of nuclear facilities, (b) aircraft control, navigation, or communication systems (c) weapons systems, (d) direct life support systems (e) or other similar hazardous environments.
  9. Indemnification
    1. Imdemnification By Customer. If a third party initiates or threatens legal action against Acorn for processing Customer Data uploaded into the Software by Customer or Users, or for a claim relating to Customer’s, or a User’s, breach of its obligations under the Agreement, (a “Claim”), then Customer will promptly indemnify, defend, and hold harmless Acorn and its officers, directors, employees, agents, successors, and assigns (each, a “Acorn Indemnitee”) from and against any and all losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees and court costs, incurred by any Acorn Indemnitee in connection with any third-party claim, action, or proceeding arising out of such Claim. Acorn shall have the right to approve any settlement of a Claim.
  10. Use of Product Information, Feedback, and Audit
    1. Use of Product or Services Information. Acorn may collect and use for any purpose aggregated anonymous benchmark data about Customer’s use of the Software or Services. Nothing in this Agreement will limit Acorn from providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those that might be delivered to Customer. The terms of Section 11 will not prohibit or restrict either party’s right to develop, use or market products or services similar to or competitive with the other party; provided, however, that neither party is relieved of its obligations under this Agreement.
    2. Feedback. If Customer chooses to voluntarily provide any Feedback to Acorn regarding Acorn Software or Services, Acorn may use such Feedback for any purpose, including incorporating the Feedback into, or using the Feedback to develop and improve Acorn Software and other Acorn offerings without attribution or compensation. Customer grants Acorn a perpetual and irrevocable license to use all Feedback for any purpose. Customer agrees to provide Feedback to Acorn only in compliance with applicable laws and Customer represents that it has the authority to provide the Feedback and that Feedback will not include proprietary information of a third party. Acorn acknowledges and agrees that any feedback provided by the client under this agreement is on an “as is” basis, without any warranty of any kind.
  11. Limitations
    1. DISCLAIMER OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ACORN, NOR ITS AFFILIATES, WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOST OR DAMAGED DATA, LOST PROFITS, LOST SAVINGS OR BUSINESS OR SERVICE INTERRUPTION, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
    2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ACORN NOR ITS AFFILIATES’ TOTAL AND AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL EXCEED THE FEES RECEIVED BY ACORN WITH RESPECT TO THE PARTICULAR ACORN SOFTWARE OR SERVICE GIVING RISE TO LIABILITY UNDER THE MOST APPLICABLE ORDERING DOCUMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHER LEGAL THEORY. THESE LIMITATIONS DO NOT LIMIT CLAIMS OF BODILY INJURY (INCLUDING DEATH) AND DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY THE NEGLIGENCE OF A PARTY OR ITS AFFILIATES.
  12. Governing Law and Claims. The Agreement, and any claim, controversy or dispute related to the Agreement, are governed by and construed in accordance with the laws of the State of California without giving effect to any conflicts of laws provisions. To the extent permissible, the United Nations Convention on Contracts for the International Sale of Goods will not apply, even if adopted as part of the laws of the State of California. Any claim, suit, action or proceeding arising out of or relating to this Agreement or its subject matter will be brought exclusively in the state or federal courts of Santa Clara County, California, and each party irrevocably submits to the exclusive jurisdiction and venue. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the earlier of the following: (a) the expiration of all Subscriptions or other ordering documents, (b) the termination of this Agreement, or (c) the time a party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
  13. Miscellaneous
    1. Export. Customer will not provide to Acorn any data or engage Acorn in any activity, in each case, that could constitute the development of a “defense article” or provision of a “defense service” to Customer, as these terms are defined in Section 120 of the International Traffic in Arms Regulations (ITAR). In addition, Customer will not, and will not allow third parties under Customer’s control, (i) to provide Acorn with Customer Data that requires an export license under applicable export control laws or (ii) to process or store any Customer Data that is subject to the ITAR. If Customer breaches (or Acorn believes Customer has breached) this Section or the export provisions of an end user license agreement for any software or Acorn is prohibited by law or otherwise restricted from providing Software or Services to Customer, Acorn may terminate this Agreement and/or the applicable Order Form. Customer shall comply with all applicable U.S. export control laws.
    2. Notices. Notices must be in English, in writing, and transmitted to each party by the regular communication functionality provided within the Software, and will be deemed given upon receipt. Any notice from Customer to Acorn must include a copy sent to legal@acorn.io.
    3. Waiver. A waiver by a party under this Agreement is only valid if in writing and signed by an authorized representative of such party. A delay or failure of a party to exercise any rights under this Agreement will not constitute or be deemed a waiver or forfeiture of such rights.
    4. Independent Contractors. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship between the parties or any Affiliate. Each party is solely responsible for supervision, control and payment of its personnel and contractors.
    5. Third Party Beneficiaries. This Agreement is binding on the parties to this Agreement and, other than as expressly provided in the Agreement, nothing in this Agreement grants any other person or entity any right, benefit or remedy.
    6. Force Majeure. Neither party is responsible for nonperformance or delay in performance of its obligations (other than payment of Fees) due to causes beyond its reasonable control. If the period of non-performance of one party exceeds 30 calendar days from receipt of notice of the force majeure event, the other party may, by giving written notice, terminate this Agreement.
    7. Complete Agreement and Order of Precedence. The Agreement represents the complete agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and proposals, whether written or oral, with respect to such subject matter, including any prior confidentiality agreements entered into by the parties. Any terms contained in any other documentation that Customer delivers to Acorn, including any purchase order or other order-related document (other than an Order Form), are void and will not become part of the Agreement or otherwise bind the parties. To the extent of any conflict or ambiguity between the terms and conditions of the Agreement and any other agreement applicable among the parties under the Agreement, the following order of precedence will apply: (1) any fully executed Statement of Work among the parties; (2) the Agreement; (3) all other documents and policies applicable between the parties.
    8. Severable. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement will remain in effect to the greatest extent permitted by law.

Appendix 1: Definitions

  • “AI Agent” means any software-based system created, configured, or operated through the Software that functions with a degree of autonomy to perform tasks, make decisions, generate outputs, or interact with systems or users, without requiring constant human input or oversight.
  • AI Token means Acorn’s billing system where Customers are charged based on the number of tokens (i.e. units of text) they input and receive.
  • Affiliate means any person or entity directly or indirectly controlling, controlled by or under common control with a Party as of or after the Effective Date, for so long as that relationship is in effect (including affiliates subsequently established by acquisition, merger or otherwise).
  • Authorized User or User means: (a) in the case of an individual accepting this Agreement on such individual’s own behalf, such individual; or (b) an employee or authorized third-party of Customer, who has been authorized by Customer to use the Service in accordance with the terms and conditions of this Agreement and has been allocated user credentials.
  • Connected Application means Customer’s or a third party’s web-based or other software application interoperates with the Software.
  • Customer Data means any electronic data or materials provided or submitted by or for Customer to or through the Software.
  • Fees are the amounts to be paid by Customer to Acorn for the Acorn Software or Services.
  • Order Form means Acorn’s standard ordering document or online form used to order Acorn Software or Services.
  • Product(s) or Acorn Product(s) means Acorn Software.
  • Professional Services means Training Services or other services Customer agrees to purchase as described in a fully executed Statement of Work.
  • Software means Acorn, Inc.’s obot.ai branded software-as-service platform located at obot.ai, including any applicable subdomains of each, and any web browser extension obtained for use thereon.
  • Statement of Work (“SOW”) means the documentation of an order for Acorn Professional Services consisting of a description of the services to be performed and other associated information such as the term of these services.
  • Subscription means access to the Software during the Subscription Term. Each Subscription is specific to a unique Authorized User and under no circumstance may an Authorized User Subscription be transferred to, shared among or used by different Authorized Users.
  • Subscription Term means either: (i) the period during which Customer is authorized to use the Software measured on a month-to-month basis, or (ii) the period during which Customer has available AI Tokens for use, each (i) and (ii) as specified on an Order Form.
  • Supplier means a third party that provides service(s) to Acorn in order for Acorn to offer Software or Services to its customers and/or business partners.
  • Taxes means any form of taxation of whatever nature and by whatever authority imposed, including any interest, surcharges or penalties, arising from or relating to this Agreement or any Acorn Software, other than taxes based on the net income of Acorn.
  • Training Services are Acorn’s training courses delivered onsite or remotely as the Parties agree in an applicable Order Form.