Platform Use Terms

These Platforms use terms and conditions (hereinafter referred to as the “Platforms Use Terms”) form part of the online subscription agreement and contains the terms and conditions that govern access to and use of the Platform(s) by CLIENT (hereinafter referred to as the “Agreement”). along with the:

• General Terms of the Agreement
• Registration and Subscription Terms
• Service Level Agreement
• Data Charter
• Privacy Policy

These Platforms Use Terms  take effect immediately after clicking an “I Accept,” “Sign up” or similar button or check box presented with these terms (the “Effective Date”). By accepting this Data Charter, CLIENT agreesto be legally bound by its terms and conditions. The signatory of this Platforms Use Terms  represents to have legal authority to bind CLIENT.  

When having a first capital letter, the terms used in these Platforms Use Terms will have the same meaning as those defined in the General Terms of the Agreement.

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1. PROVISION OF CAM AND/OR CLM BY HEXAGONE

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1.1 During the Term of Subscription, HEXAGONE grants to the designated Authorized Subscriber(s) a, non-exclusive, non-transferable, limited, personal license to use and access CAM and/or CLM.  

1.2 HEXAGONE shall make CAM, and/or CLM available in compliance with the Service Level Agreement.

1.3 HEXAGONE shall make its best efforts to implement appropriate technical, organizational and security measures to safeguard CLIENT Content against unauthorized access, alteration, disclosure, destruction or loss.

1.4 HEXAGONE shall provide Support to Client via live chat and access to the Documentation within the Platforms for guidance purposes.

1.5 At CLIENT’s discretion, CAM may utilize third-party AI Features to generate Content. With this regard, CLIENT acknowledges and agrees that AI Features are inherently non-deterministic and may generate outputs that are inaccurate, incomplete, unreliable, or not fit for a particular purpose.  

1.6 AI Features are provided by HEXAGONE on an "AS IS" and "AS AVAILABLE" basis. HEXAGONE makes no warranties, express or implied, regarding the accuracy, completeness, reliability, non-infringement, or quality of any output generated by the AI Features.

1.7 CLIENT shall assume all responsibility and risk for your use of the AI Features and their outputs. CLIENT shall be solely responsible for:

• independently reviewing, verifying, and validating the accuracy, suitability, and completeness of all AI-generated outputs before any use or reliance upon them;
• ensuring that your use of AI Features complies with all applicable laws and third-party rights;
• implementing appropriate human oversight and review processes for any Content generated by AI Features, especially when used in your business operations.

1.8 HEXAGONE shall make its best efforts to avoid unscheduled Suspensions, provided that such Platform Suspension is not made necessary either:

• By a denial of service attack or other attack on the Service or other event that HEXAGONE determines, in its sole discretion, may create a risk to the Platform(s), to CLIENT or to any of HEXAGONE’s other customers if the Platform(s) was not suspended;
• In the event that HEXAGONE determines that any feature of the Platform(s) is prohibited by law or otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons.

1.9 HEXAGONE may schedule Platform Suspensions to conduct maintenance or make modifications to the Platform(s).  

1.10 HEXAGONE shall supply each Authorized User with a user identification and password so as to grant them access to the Platform. Each user identification and password is personal to each Authorized User and may not be shared.  

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2. CONDITIONS TO ACCESS THE PLATFORMS

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2.1 HEXAGONE shall supply each Authorized User with a user identification and password so as to grant them access to the Platforms. Each user identification and password is personal to each Authorized User and may not be shared.  

2.2 It is CLIENT’s responsibility to ensure that the Platforms meet its internal requirements and needs.  

2.3 CLIENT shall use the Platform in compliance with the Agreement. Access and use of the Platform shall be under the sole control, supervision, risk and responsibility of CLIENT.  

2.4 CLIENT shall ensure that all Authorized Users comply with the terms and conditions of this Agreement.

2.5 CLIENT shall ensure that all Authorized Users safeguard the confidentiality of their user identification and password and refrain from communicating them to any other parties (including employees, consultants, contractors and/or agents of CLIENT or third parties). With this regard, any use of the user identification provided by HEXAGONE, associated with the password of the relevant Authorized User shall be irrevocably regarded as a use of the Platforms by said Authorized user.

2.6 CLIENT shall notify HEXAGONE immediately, by e-mail, of any loss or theft, unauthorized access or communication of an Authorized User’s user identification and/or password, or of any unauthorized access or use of the Platforms. In such case, HEXAGONE shall deactivate access to the Platforms from such user identification and/or password and communicate a new user identification and password to CLIENT by e-mail.

2.7 CLIENT shall have the sole responsibility for the loading operation and the accuracy, quality, integrity, legality, reliability, and appropriateness of all Content that CLIENT or Authorized Users may load in the Platforms.

2.8 CLIENT acknowledges that all and any modification of its Configuration necessary to access the Platforms and that any and all financial or technical charges which may be incurred by CLIENT to access the Platforms shall be entirely borne by CLIENT.

2.9 CLIENT shall not use the Platforms to:

• interfere with any other party’s use and enjoyment of all or part of the Platforms;
• post spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
• publish or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights;
• post or store Malicious Code;  
• interfere with or disrupt the Platforms or servers or networks connected to the Platforms, or disobey any requirements, procedures, policies or regulations of networks connected to the Platforms or disrupt the integrity or performance of the Platforms or the data contained therein;  
• attempt to gain unauthorized access to the Platforms or its related systems or networks;
• modify, adapt or hack the Platforms or modify a website so as to falsely imply that it is associated with the Platforms;
• obtain or attempt to obtain any materials or information through any means not intentionally made available through the Platforms;
  damage, disable, overburden, or impair any of HEXAGONE’s servers, or the network(s) connected to any of HEXAGONE’s servers.

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3. MODIFICATION AND SUSPENSION OF THE PLATFORMS

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3.1 CLIENT acknowledges that HEXAGONE may, at its discretion, from time to time modify the Platforms.

3.2 At any time, HEXAGONE may schedule Platform Suspensions to conduct maintenance or make modifications to the Platforms.

3.3 Subscribers will be informed of any such modification of the Platforms.  

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4. INTELLECTUAL PROPERTY RIGHTS

4.1 No assignment of Intellectual Property Rights on CLIENT Content and Generated Content

4.2 HEXAGONE acknowledges that CLIENT is the exclusive owner of CLIENT Content and Generated Content.

• Nothing in the Agreement shall have the effect of granting or transferring to, or vesting in, HEXAGONEany Intellectual Property Rights, or any other right, title or interest, in or to any ideas, strategies, methodologies, processes, concepts or policies belonging to, devised, developed or created by CLIENT whether before or in the course of performance of the Agreement or otherwise, or any material, item or work devised, developed or created by CLIENT prior to or during the Agreement.

4.3 License on CLIENT Content

• By loading CLIENT Content on the Platforms, CLIENT hereby grants HEXAGONE, a worldwide, non-exclusive, royalty-free and non-transferable license, to use, reproduce, distribute, display and perform CLIENT Content on the Platforms.

• HEXAGONE shall not access, use and/or modify CLIENT Content unless upon CLIENT’s request, and shall not disclose CLIENT Content to anyone other than Authorized Users. HEXAGONE shall access Authorized Users accounts, including CLIENT Content only to respond to Platforms technical problems or upon CLIENT’s request.
• The license granted by CLIENT under section 6.2 shall terminate (i) once CLIENT removes a Content or (ii) asks for the deletion of a Content from the Platform(s) or (iii) on the termination of the Agreement whatever the cause.

4.4 Infringement indemnity

• CLIENT represents that it retains all ownership on CLIENT Content or has been licensed by the rightful owner to make CLIENT Content available through the Platform in the conditions set forth in this Agreement.

•  Subject to this Section 5.3, CLIENT agrees, at its own expense, to defend HEXAGONE (or at CLIENT’s option, settle) from any claim or action instituted by a third party against HEXAGONE that CLIENT Content infringe any Intellectual Property Right of a third party (“IP Claim” for the purpose of section 5.3), provided that HEXAGONE:  (a) promptly notifies CLIENT in writing of any such IP Claim; (b) permits CLIENT to control and direct the investigation, preparation, defense and settlement of the IP Claim; and (c) assists and fully cooperates in the defense of same. CLIENT shall pay any enforceable award of damages assessed against HEXAGONE resulting from such IP Claim, including all reasonable attorneys’ fees incurred by HEXAGONE as a result of such IP Claim, or any settlement amount agreed to by CLIENT in writing. CLIENT will not be responsible for any settlement it does not approve in writing prior to such settlement.

• This section 5.3 states CLIENT’s entire liability and HEXAGONE’s sole and exclusive remedy for Intellectual Property Rights infringement in relation with CLIENT Content or allegations thereof. ‍

4.5 No assignment of Intellectual Property Rights on the Platform

• CLIENT acknowledges that HEXAGONE is the exclusive owner of the Platforms. Nothing in the Agreement shall have the effect of assigning to CLIENT any Intellectual Property Rights on the Platformsother than expressly mentioned in this Agreement.  

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5. ELECTRONIC RECORDS EVIDENCE

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5.1 The Electronic Records shall be admissible in any judicial, administrative, or arbitration proceeding relating to this Agreement. CLIENT shall not contest the admissibility of such Electronic Records on the grounds that they are not originals or are not in writing, or are not produced by HEXAGONE.

5.2 For the purpose of establishing the occurrence or non-occurrence of an event or fact, the Parties agree that Electronic Records maintained by HEXAGONE in the ordinary course of its business shall be presumed to be authentic, accurate, and complete. CLIENT may only rebut this presumption by presenting clear and convincing evidence that the specific Electronic Record is not authentic, accurate, or complete.

5.3 HEXAGONE may satisfy its burden of proof with respect to any fact by producing a certified declaration from one of its officers or referencing the relevant Electronic Records. Such evidence shall be sufficient to establishthe facts contained therein unless CLIENT provides clear and convincing evidence to the contrary.

5.4 If the Electronic Records reveal that CLIENT has used the Platform in breach of the Agreement, then HEXAGONE may charge Fees that reflect CLIENT’s actual use of the Platform, and CLIENT shall pay said Fees without delay.

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6. TERM AND TERMINATION

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6.1 These Platforms Use Terms will commence on the Effective Date and will remain in force until the Term of the Agreements.

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