Last updated: May 05, 2022
This Master Software and Services Agreement (“Agreement”) is entered into between Linear Logic, Inc. (“Linear Logic”) and the customer agreeing to these terms (“Customer”) as of the Effective Date. This Agreement sets forth the terms and conditions under which Customer may use the Services. BY ACCEPTING THIS AGREEMENT, INCLUDING BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT (“ORDER FORM”) OR CLICKING “I AGREE,” “ACTIVATE,” OR SIMILARLY NAMED BUTTON, Customer agrees to the terms of this Agreement and represents that the person accepting this Agreement has the authority to bind Customer to this Agreement.
If you are being invited to an account set up by a Customer (i.e., invited as an End User), the End User Terms and Conditions (the “User Terms”) govern your access to and use of the Services.
1.1 Provision of Services. Linear Logic will provide the Services in accordance with the terms and conditions of this Agreement, and if applicable, the Order Form. Customer and End Users may access and use the Software Platform in accordance with this Agreement and the Documentation.
1.2 Security. Linear Logic will implement and maintain an industry-standard information security program with administrative, physical, and technical safeguards designed to protect the integrity of Customer Materials and Output. Customer acknowledges that Customer Materials and Output transmitted through the Software Platform may be processed by Linear Logic in the United States or in other countries in which Linear Logic or its contractors maintain facilities.
1.3 Changes. Linear Logic may, at its discretion, change or update the Software Platform from time to time. Linear Logic will notify Customer in advance of changes to the Software Platform that materially reduce their functionality.
2.1 Customer Administration. Customer is responsible for designating Administrators for its Software Platform account, maintaining updated Administrator contact information, and managing access to Administrator accounts. Administrators may provision accounts for End Users up to the maximum number set forth in an Order Form or Customer’s account.
Additional End Users above the maximum number set forth in an Order Form or Customer’s account may incur additional fees. Each End User must agree to the User Terms to activate their account.
2.2 Customer Responsibilities. Customer is responsible for any use of the Software Platform through its account, including all use of the Software Platform by Customer's End Users. Customer will inform End Users of all Customer policies and practices that are relevant to End Users’ use of the Services and of any settings that may impact the processing of Customer Data. Customer is responsible for maintaining the confidentiality of account credentials used by End Users to access the Software Platform and preventing unauthorized use of the Software Platform. Customer may not permit sharing of End User accounts and passwords.
2.3 Compliance. Customer and End Users may only use the Software Platform in accordance with applicable laws and regulations, this Agreement, the Documentation, and the Acceptable Use Policy. Customer will not submit any Customer Materials containing Restricted Information to the Software Platform without entering into a supplemental agreement (e.g., a DPA or BAA) covering the Restricted Information.
2.4 Customer Materials. Customer is responsible for sending Customer Materials to Linear Logic so Linear Logic can perform the Services. Customer represents and warrants (a) that it has the necessary rights, licenses, and permissions to provide the Customer Materials to Linear Logic and (b) that the use of Customer Materials under this Agreement will not violate or infringe the rights of any third party.
2.5 Restrictions. Except as expressly permitted in this Agreement, Customer will not (and will not allow any End User or third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software Platform, (b) modify or create derivative works based on the Software Platform, sell, resell, license, copy, rent, lease, distribute, time-share the Software Platform or otherwise use the Software Platform for the benefit of a third party, (d) use the Services to create or develop similar or competitive products or services, or for benchmarking or competitive analysis of Linear Logic, (e) remove or alter proprietary notices from the Software Platform, (f) to sell, resell, license, rent, lease, distribute, or time-share the Output to an unaffiliated third party (who is not a customer, partner, licensee, or end-user of Customer's products) or otherwise use the Output for the benefit of an unaffiliated third party, or (g) publish or publicly distribute the Output without the prior written consent of Linear Logic, or (h) use the Services or Output in, or in association with, the operation of any hazardous environments or critical systems that may lead to serious bodily injury or death or cause environmental or property damage.
The foregoing subsection (h) does not apply in connection with providing or supporting healthcare services if the parties have entered into a BAA.
2.6 ML Model Services Terms. This Section applies only to ML Model Services. Customer is responsible for ensuring its Customer Application complies with the Acceptable Use Policy. Customer will not (and will not allow any End User or third party to): (a) use the ML Model Services to, directly or indirectly, create, train, or improve a similar or competing product or service, (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the ML Model Services, sell, resell, license, copy, rent, lease, distribute, or time-share the ML Model Services or otherwise use the ML Model Services for the benefit of a third party other than through its Customer Application, or (d) use the ML Model Services in, or in association with, activities where failure of the ML Model Services or inaccuracy of the ML Output could lead to bodily injury, death, or property damage. If requested, Customer will provide information necessary for Linear Logic to verify Customer’s compliance with the requirements of this Section.
2.7 Suspension. Linear Logic may suspend Customer's or End User's right to use the Services if (a) Customer or End User's use of the Services poses a security risk, may violate the Acceptable Use Policy, or may adversely affect the Services, Linear Logic's systems and infrastructure, or a third party, or (b) Customer is in breach of this Agreement. Linear Logic will use commercially reasonable efforts to provide prompt notice of a suspension.
2.8 Third-Party Services. If Customer uses any third-party services or products with the Software Platform (e.g., Single Sign-On), (a) Linear Logic will not be liable for any act or omission of the third party and (b) Linear Logic does not warrant or support any third- party services or products.
3.1 Linear Logic Intellectual Property. Except for the licenses expressly granted in this Agreement, this Agreement does not grant any rights and Linear Logic owns and reserves all right, title, and interest in and to the Linear Logic Technology. Linear Logic grants Customer a worldwide, non-exclusive license for its End Users to access and use the Software Platform for Customer's internal business purposes during the Term.
3.2 Customer Intellectual Property.Customer will own the Output. Except for the licenses expressly granted in this Agreement, this Agreement does not grant any rights and Customer owns and reserves all right, title, and interest in and to the Customer Materials and Output. Customer grants Linear Logic a worldwide, non-exclusive license (a) to use, reproduce, modify, and create derivative works based on the Customer Materials in order to provide, and support the Services and provide the Output to Customer and (b) use, reproduce, modify, and create derivative works based upon the Customer Materials and Output to analyze and improve Linear Logic's products and services.
3.3 Copyright Policy. Linear Logic respects the Intellectual Property Rights of third parties and responds to notices of alleged copyright infringement if they comply with the law. Linear Logic reserves the right to delete Customer Materials alleged to be infringing from Customer's Software Platform account and terminate End Users or Customers that repeatedly infringe third-party rights.
3.4 Suggestions. Customer may submit to Linear Logic feedback, comments, ideas, or suggestions regarding Linear Logic’s Services or new products and services (“Suggestions”). Linear Logic may, in its discretion and for any purpose, (a) use, modify, and incorporate into Linear Logic’s products and services and (b) license or sublicense the Suggestions without obligation to Customer.
3.5 Linear Logic Data. Linear Logic may collect and create usage data, statistics, aggregated and anonymized data, and de-identified data derived from Customer’s use of the Services, Customer Materials, and Output (“Linear Logic Data”). Linear Logic may use the Linear Logic Data (a) to provide, analyze, support, and improve Linear Logic’s products and services, and (b) create and distribute reports and materials about Linear Logic’s products and services. Linear Logic will not identify Customer as a source of information for any report or material described in this Section without Customer’s prior written approval.
3.6 Customer Marketing. Linear Logic may use Customer's name, logo, and marks to (a) identify Customer as a Linear Logic Customer on Linear Logic's website, (b) produce and publish a case study on its website regarding the Customer's use of the Services, and create marketing materials such as press releases, advertisements, brochures, and other marketing materials. Upon approval by Customer, Customer shall provide a mutually agreeable quote with respect to Linear Logic and the Services, to be used for Linear Logic's marketing and publicity purposes.
4.1 Fees. Customer will pay Linear Logic the fees for the Services based on (a) the pricing plan set forth in the Order Form or within Customer’s account (the "Pricing Plan") or (b) if the requests for Services have exceeded what is set forth in the Pricing Plan or if Customer does not have a Pricing Plan, Linear Logic's then-current rates (which are subject to change in Linear Logic’s discretion). All payments are due in U.S. dollars unless otherwise indicated on the Order Form or an invoice. All fees set forth in a Pricing Plan must be consumed during the Services Term applicable to that Pricing Plan. All fees paid are non-refundable except as set forth in this Agreement and not subject to set-off.
4.2 Invoicing & Payment. Unless otherwise set forth in a Pricing Plan, (a) all upfront and commitment fees described in a Pricing Plan will be invoiced in advance and (b) other fees, including overages not covered by a Pricing Plan, will be invoiced monthly in arrears. All invoices issued under this Agreement are due and payable according to the payment terms in the Order Form, if applicable, or within fifteen (15) days from invoice send date. If Customer provides Linear Logic with credit card information for payment, Customer acknowledges that an invoice may not be sent, and Customer authorizes Linear Logic to charge the credit card for (i) fees incurred at Linear Logic's then-current rates and (ii) the Pricing Plan, including for any renewal Services Term. If the Customer requires the use of a purchase order or purchase order number, the Customer (A) must provide the purchase order number at the time of purchase and (B) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are void.
4.3 Disputes & Late Payments. Customer must dispute any invoiced fees within sixty (60) days of invoice send date. Past due amounts are subject to a finance charge of 1.5% per month (or the highest rate permitted by law). Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Linear Logic in collecting past due amounts. If Customer's fees are past due, after providing five (5) days prior notice, Linear Logic may suspend the Services.
4.4 Taxes. Customer is responsible for all taxes, except those directly relating to Linear Logic's net income, gross receipts, or capital stock. Linear Logic will invoice Customer for sales tax when required to do so and Customer will pay the tax unless Customer provides Linear Logic with a valid tax exemption certificate authorized by the appropriate taxing authority.
5.1 Agreement Term. The Agreement will remain in effect for the Term.
5.2 Services Terms. Unless otherwise set forth in an Order Form, the plan for the Services after the Initial Term will automatically renew for additional one (1) year Services Terms, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the current Services Term. Linear Logic may send a notice of different pricing at least forty-five (45) days in advance of the renewal.
5.3 Termination. Either party may terminate this Agreement if (a) the other party is in material breach of the Agreement and fails to cure that breach within ten (10) days after receipt of written notice, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings. Linear Logic may terminate the Agreement if it has the right to suspend the Services under Section 2.7 or in order to comply with law or regulation.
If Customer does not have an Order Form, Customer may terminate the Agreement at any time by terminating its Linear Logic account.
5.4 Trial User Termination. If Customer has never executed an Order Form with Linear Logic and has paid all fees at Linear Logic's then-current rates, either Linear Logic or Customer may terminate this Agreement immediately upon notice.
5.5 Effect of Termination. If this Agreement expires or is terminated, then (a) any fees payable under an Order Form or for Services rendered will become immediately due to be paid, (b) the rights granted by one party to the other will cease immediately except as otherwise set forth in this Section, and the following Sections will survive: 2.5, 2.6, 3.1, 3.2, 3.4, 3.5, and Sections 5 through 12.
6.1 Definition of Confidential Information. “Confidential Information” means any business or technical information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement that is marked as confidential or would normally be considered confidential to a reasonable person under the circumstances. This Agreement and any Order Forms will be the Confidential Information of each party. The Linear Logic Technology will be Confidential Information of Linear Logic. The Customer Materials and Output will be Confidential Information of Customer. Confidential Information will not include any information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party prior to receipt, is obtained by the Receiving Party from a third party not under an obligation of confidentiality, and (d) is independently developed by Receiving Party without use of the Disclosing Party’s Confidential Information.
6.2 Obligations. The Receiving Party will use reasonable care (a) not to use the Disclosing Party’s Confidential Information for any purpose not permitted under this Agreement and (b) except as permitted by the Disclosing Party, limit access to the Disclosing Party’s Confidential Information to its and its Affiliate’s employees, consultants, independent contractors, and advisors (“Representatives”) who need access to the Confidential Information for a purpose permitted under this Agreement. Receiving Party will ensure that Representatives with access to Confidential Information have agreed to confidentiality provisions as protective as the protections for Confidential Information set forth in this Agreement.
6.3 Compelled Disclosure. Each party may disclose the other party's Confidential Information when required by law or regulation so long as the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at the Disclosing Party's cost to contest or limit the disclosure.
7.1 General. TO THE FULLEST EXTENT PERMITTED BY LAW, LINEAR LOGIC AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS (A) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND (B) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LINEAR LOGIC AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES OR OUTPUT ARE ACCURATE, COMPLETE, OR UNINTERRUPTED. THE SERVICES AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LINEAR LOGIC WILL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICE OR FOR ANY RESTRICTED
INFORMATION RECEIVED IN BREACH OF THIS AGREEMENT. LINEAR LOGIC WILL NOT BE LIABLE FOR RESTRICTED INFORMATION THAT CUSTOMER SENDS TO REMOTE WORKERS. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OUTPUT IS SUITABLE FOR USE IN CUSTOMER’S APPLICATION.
7.2 Beta Services. Despite anything to the contrary in this Agreement, Customer acknowledges that (a) Customer has the sole discretion whether to use any Beta Services, (b) Beta Services may not be supported and may be changed at any time, including in a manner that reduces functionality, Beta Services may not be available or reliable, and (d) Linear Logic provides Beta Services as-is and will have no liability arising out of or in connection with Beta Services.
8.1 By Customer. Customer will indemnify, defend, and hold harmless Linear Logic from and against all damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from a third-party claim arising out of or related to (a) Customer Materials, (b) Customer's use of the Services, or Customer's use of Output.
8.2 By Linear Logic. Linear Logic will indemnify, defend, and hold harmless Customer from and against all damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from a third-party claim alleging that Linear Logic's technology used to provide the Services or the Output infringes or misappropriates any U.S. Intellectual Property Rights of such third party. In no event will Linear Logic have obligations or liability under this Section arising from: (a) use of the Services or Output in a modified form or in combination with materials not furnished by Linear Logic, (b) Services performed according to Customer specifications, and any content, information, or data provided by Customer. For any claim covered by this Section, Linear Logic may, at its election (i) procure the rights to use the portion of the Services or Output alleged to be infringing, (ii) replace the alleged infringing portion of the Services or Output with a non-infringing alternative, or (iii) terminate the allegedly infringing portion of the Services, or this Agreement and provide Customer with a pro rata refund of prepaid fees for the affected Services.
8.3 General. The party seeking indemnification will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party by providing reasonable assistance in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed, and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
9.1 Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR CUSTOMER'S BREACH OF SECTION 2.5, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, AND EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY NOR ITS AFFILIATES, LICENSORS AND DISTRIBUTORS WILL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, OR SERVICE INTERRUPTION, ANY DATA INACCURACY, OR THE COST OF SUBSTITUTE SERVICES (IN EACH CASE WHETHER DIRECT OR INDIRECT), REGARDLESS OF THE LEGAL THEORY AND REGARDLESS OF WHETHER A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.2 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, LINEAR LOGIC'S AND ITS AFFILIATES', LICENSORS', AND DISTRIBUTORS' AGGREGATE LIABILITY UNDER THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY WILL NOT EXCEED THE AMOUNT CUSTOMER HAS PAID OR THAT IS PAYABLE FOR THE SERVICES IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
9.3 Decisions. Results and outcomes generated by machine learning algorithms are probabilistic and Customer should evaluate such results and outcomes for accuracy as appropriate for Customer’s use case, including by employing human review. Customer and its End Users are responsible for all decisions made, advice given, actions taken, and failures to take action based on Customer’s use of the Services and Output.
10.1 Informal Resolution. Linear Logic wants to address Customer's concerns and requests that Customer bring issues that may lead to a dispute to our attention immediately. Before filing a claim, Linear Logic and Customer agree to try to resolve the dispute by providing notice to the other party and having the appropriate executives attempt to resolve the dispute through communication and discussion. After fifteen (15) days, either party may bring a formal proceeding.
11.1 Agreement Modification. Linear Logic may modify this Agreement periodically. If an update will affect Customer's use of the Services, Linear Logic will notify Customer prior to the update's effective date (except for changes due to legal or regulatory reasons which may be effective immediately). Otherwise, updates will be effective as of the date posted on this website. By continuing to use the Services or executing additional Order Forms after the changes become effective, Customer agrees to be bound by the modified Agreement. If Customer does not agree to the modified Agreement for the Services, Customer may terminate the Services within thirty (30) days of receiving notice of the change.
11.2 Entire Agreement. All attachments and exhibits to the Agreement and Order Forms executed by the parties are hereby incorporated into the Agreement by reference. This Agreement constitutes the entire agreement between Customer and Linear Logic with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreements whether written or oral, including any non-disclosure agreements. Except as otherwise set forth in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless set forth in writing and signed by the parties. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: Order Form, the Agreement, and the Documentation.
11.3 Governing Law. This Agreement will be governed by Delaware law except for its conflicts of laws principles.
11.4 Assignment. Either party may assign this Agreement in its entirety, without the other party's consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, and Customer must provide Linear Logic with prompt notice following such event. Any other attempt to transfer or assign is void. This Agreement will be binding upon and inure to the benefit of the parties and their respective, permitted successors and assigns.
11.5 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship between the parties. There are no third-party beneficiaries under this Agreement.
11.6 Construction. Any ambiguity in the Agreement will be interpreted equitably without regard to which party drafted the Agreement. "Including" and "include" will be construed to mean "including without limitation.
11.7 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition or event (for example, natural disaster, act of war or terrorism, labor disputes, governmental action, utilities failures, third-party vendor failures, and Internet disturbance) that was beyond its reasonable control. No failure of telecommunications or network systems will be considered a service outage or service deficiency for any purpose under this Agreement.
11.8 Remedies. The parties agree that a breach of Section 2.5, 2.6 or 6 will cause irreparable injury and that the harmed party will have the right to obtain immediate equitable relief to enjoin such activity, in addition to whatever remedies it may have at law.
11.9 Waiver. No failure or delay by either party in exercising a right under this Agreement will constitute a waiver of that right. A waiver of a default is not a waiver of any subsequent default.
11.10 Severability. If a court of competent jurisdiction finds any term of this Agreement to be unenforceable, the unenforceable term will be modified to reflect the parties' intention and only to the extent necessary to make the term enforceable. The remaining provisions of the Agreement will remain in effect.
11.11 Counterparts. This Agreement and any Order Form may be executed in counterparts, which taken together will constitute one instrument, and may be executed and delivered electronically.
11.12 Export Compliance. The Services may be subject to export restriction laws and regulations in the U.S. and any other applicable jurisdiction and Customer is responsible for compliance regarding Customer's and its End Users' use of the Services. Customer will not permit End Users to use the Services from a U.S. embargoed country. Customer represents and warrants that Customer and its End Users are not and will not be a person or entity on the OFAC List of Specially Designated Nationals or Consolidated Screening List, or any entity in which Specially Designated Nationals own in the aggregate, directly or indirectly, a 50% percent or greater interest.
12.1 “Administrator” means a Customer-designated End User who administers the Software Platform account and has access to permissions and other sensitive settings.
12.2 “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means the ability to direct the management and policies of an entity.
12.3 “BAA” means the Business Associate Agreement, if any, separately executed by the parties in connection with this Agreement.
12.4 “Background Intellectual Property” means proprietary methodologies, tools, models, software, documentation, know-how, trade secrets, inventions, or works of authorship conceived or developed by Linear Logic or its licensors (a) prior to rendering any Services under this Agreement, (b) independent of this Agreement, and in connection with the Services, but that are not Output or derivatives of Customer Materials or Output.
12.5 “Beta Services” means products or features available to Customer on a trial, beta, early access, or similar basis.
12.6 “Customer Application” means any application that Customer creates using the ML Model Services.
12.7 “Customer Materials” means digital files, data, and machine learning models that Customer submits to the Linear Logic API or otherwise provides to Linear Logic to facilitate Linear Logic’s provision of the Services.
12.8 “Documentation” means any Linear Logic-provided written documentation and policies available at https:// LinearLogic.ai.
12.9 “DPA” means the Data Protection Addendum, if any, separately executed by the parties in connection with this Agreement.
12.10 “Effective Date” means the earlier of the date Customer first accepted this Agreement or the subscription start date set forth on Customer’s first Order Form.
12.11 “End Users” means Customer employees who are users of Customer’s Software Platform account and identified on an Order Form or otherwise permitted access to Customer’s Software Platform account.
12.12 “Initial Term” means the term for the applicable Services (a) starting on the subscription start date set forth on the Customer’s first Order Form and continuing for the period set forth in the Order Form.
12.13 “Intellectual Property Rights” means the current and future worldwide rights under patent, copyright, trade secret, and trademark, and other similar rights.
12.14 “ML Model Services” means an API service to which Customer submits data and receives ML Output, as detailed in the applicable Order Form or within Customer’s account.
12.15 “ML Output” means the fields returned by a Linear Logic machine learning model as defined in an Order Form or within Customer’s account.
12.16 “Nonpublic Personal Information” has the meaning as defined in the Gramm- Leach-Bliley Act and regulations thereunder, or similar information under comparable laws or regulations.
12.17 “Nucleus Platform” means Linear Logic’s products, services, andAPIs providing advanced tooling for understanding, visualizing, curating, updating, improving, and collaborating on Customer Materials, Output, or other materials or models available within the platform.
12.18 “Output” means the annotations and labels based upon the Customer Materials that are returned to Customer, including through the Linear Logic API or a CSV file, and ML Output.
12.19 “Personally Identifiable Information” means personal information that directly or indirectly identifies an individual such as names, email addresses, addresses, telephone numbers, social security numbers, passport numbers, driver’s license numbers, and other government identification numbers, including personal data as defined in the General Data Protection Regulation (EU) 2016/679.
12.20 “Protected Health Information” has the meaning as defined in the U.S. Health Insurance Portability and Accountability Act of 1996 and regulations thereunder, or similar information under comparable laws or regulations.
12.21 “Remote Worker” means remote independent contractor working in an individual capacity that performs subcontracted labeling services.
12.22 “Restricted Information” means (a) Personally Identifiable Information, (b) Protected Health Information, Nonpublic Personal Information, and (d) Sensitive Information.
12.23 “Sensitive Information” means digital files and data that contain content which (a) is obscene, pornographic, or indecent, (b) is violent (including suicide and self-harm), threatening, hateful, or discriminatory, is defamatory, harassing, misleading, or fraudulent, (d) depicts weapons, illegal drugs, or drug paraphernalia, (e) promotes or supports terror or hate groups, or (f) violates or may violate the privacy or publicity rights of any person or entity.
12.24 “Services” means the Linear Logic products and services, including the products and services ordered by Customer under an Order Form or otherwise provided by Linear Logic and used by Customer under this Agreement, including annotation and labeling tasks and services, the Software Platform, and ML Model Services.
12.25 “Linear Logic Technology” means Linear Logic’s products and services, including the Services and the Software Platform, Linear Logic Data, Background Intellectual Property, Documentation, and Linear Logic’s trademarks, logos, and other brand features.
12.26 “Services Term” means (a) the Initial Term or any renewal terms for the Services, or (b) if Customer does not have an Order Form, until Customer terminates its account.
12.27 “Software Platform” means the Linear Logic API, websites, software products, and software tools ordered by Customer under an Order Form or otherwise provided by Linear Logic and used by Customer or End Users under this Agreement.
12.28 “Term” means the term of the Agreement, which will begin on the Effective Date and continue until the later of (a) the last Services Term has expired or (b) until the Agreement is terminated.