Level AI End User License Agreement

These Level AI Terms of Service (“Level AI Terms”) are entered into as of the date signed by Customer (the “Effective Date”) between Ujwal, Inc. (dba: Level AI) with a place of business at 148 Castro St, Unit 2A, Mountain View, CA 94041 (“Company”), and [CUSTOMER] (“Customer”). Customer and Company may each be referred to as a “Party”, or collectively, as the “Parties”. Customer has or will enter into one or more written agreements (“Sales Agreements”) with Five9, Inc. (“Distributor”) with respect Company’s SaaS services, professional services, and/or technical support services (collectively, the “Services”).

Restrictions and Responsibilities

  1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, modify, translate, or make derivative works based on the Services or any software, documentation or data related to the Services (“Software”) (except to the extent expressly permitted by Company in writing); or remove any proprietary notices or labels from the Services or Software. In no event will Customer receive any rights in or to the Services or Software beyond accessing and using the Services during the Term.
  2. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
  3. Customer shall be responsible for maintaining the security of its equipment, Customer accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s account or equipment.

Company Property

  1. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Professional Services or support, and (c) all intellectual property rights related to any of the foregoing (collectively, “Company Property”). Company Property shall not include information, data, and other content received, collected, or captured by Company from or on behalf of Customer or its authorized users to enable the provision of the Services, or derivatives therefrom (“Customer Data”).

Term

  1. Subject to earlier termination as provided below, these Level AI Terms commence on the Effective Date, continues until the expiration or termination of all Sales Agreements (the “Term”).

Warranty Disclaimer

COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Indemnity

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; (B) modifications to the Services not made by Company; or (C) Customer Data. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the Services and use commercially reasonable efforts to cause Five9 to provide Customer a refund of any prepaid, unused fees for the Services.

Customer shall indemnify, defend, and hold harmless, Company from and against any and all losses, damages, liabilities, costs (including attorneys’' fees) resulting from: (i) any third-party claim that the Customer Data, or any use of the Customer Data in accordance with these Level AI Terms, infringes or misappropriates such third party's intellectual property rights, and (ii) any third-party claims based on Customer's or any authorized user's use of the Services in violation of these Level AI Terms.

Limitation of Liability

EXCEPT FOR A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, AND EXCEPT FOR CUSTOMER’S BREACH OF SECTION 7 (END USER DATA PRIVACY) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THESE LEVEL AI TERMS AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, INCLUDING, WITHOUT LIMITATION, LEGAL THEORIES OF CONTRACT, TORT, OR STRICT LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (A) A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS, OR (C) SECTION 7 (END USER DATA PRIVACY), THE MAXIMUM AGGREGATE AMOUNT OF OBLIGATIONS OR MONEY DAMAGES FOR WHICH A PARTY MAY BE LIABLE OR OBLIGATED TO THE OTHER PARTY UNDER THESE LEVEL AI TERMS, RESULTING FROM ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AGGREGATE AMOUNTS ACTUALLY PAID OR PAYABLE BY UNDER THE SALES AGREEMENTS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT OR EVENT WHICH GAVE RISE TO THE LIABILITY.

End User Data Privacy

Customer agrees to comply with all applicable privacy and security laws and obtain all necessary end user consents on behalf of Company and Customer in connection with the provision of Services to end users.

Miscellaneous

If any provision of these Level AI Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Level AI Terms will otherwise remain in full force and effect and enforceable. These Level AI Terms are not assignable without the other party’s prior written consent, provided that Company may transfer and assign these Level AI Terms to the acquirer of substantially all of the assets related to these Level AI Terms. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. In any action or proceeding to enforce rights under these Level AI Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. These Level AI Terms shall be governed by the laws of the State of Delaware without regard to its conflict of laws provision.

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