Last Updated: 5 May 2023
IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE BETA SAAS. THE AGREEMENT INCLUDES A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THE AGREEMENT LIMITS THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Karbon Beta SaaS Use, Feedback and Reservation of Rights. The Beta SaaS implements certain artificial intelligence available with the Microsoft Azure OpenAI service to intelligently auto-populate text-based business information and content in specified use cases (each a “Karbon AI Use Case”) within the Services.
(a) Subject at all times to Your compliance with the Agreement, Karbon grants You a non-exclusive, non-sublicensable, nontransferable, revocable, limited right during the existing Term of your subscription to the Services and through Your Authorized Users to remotely access and use the Beta SaaS only for the Karbon authorized Karbon AI Use Case(s) and otherwise in connection with and solely for Your internal business purposes and evaluation of the Beta SaaS. “Authorized User(s)” means any of your employees or contractors who You authorize to use the Beta SaaS on Your behalf under this Agreement, provided however, that You are responsible for the compliance by any of Your Authorized Users with this Agreement. You agree that Karbon and the suppliers of the components of the Beta SaaS may monitor Your access and use the Beta SaaS, and You will not interfere with such monitoring or in any way attempt to conceal Your activities under the Agreement. You agree to Karbon collecting any data, usage statistics or other information (in the aggregate) regarding Your access and use of the Beta SaaS as reasonable.
(b) “Feedback” means any ideas, suggestions, or comments that You or anyone on Your behalf provides to Karbon related to the Beta SaaS. The Beta Addendum requires that You use reasonable efforts to provide reasonable feedback to Karbon regarding how You use and experience using the Beta SaaS, including but not limited to answering questionnaires and video conference interviews, although any feedback from You suggesting specific improvements to features or functionality of the Beta SaaS is not required and is entirely optional. You grant to Karbon a worldwide, exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, create derivative works from, reproduce, distribute, display, publish, perform any Feedback and to make, have made, sell, offer to sell, and import any products or materials that include or incorporate any Feedback, including but not limited to the Services, and any other Karbon software, other service or any materials in connection with Karbon’s business.
(c) Reservation of Rights. Subject to the limited rights expressly granted in the Agreement, as between You and Karbon, Karbon reserves all rights, title and interest in and to the Beta SaaS, including all related intellectual property rights. No rights are granted to You other than as expressly described in the Agreement.
Restrictions and Acceptable Use; Intellectual Property and Third Party Claims,; Use Limitations and Conditions; Use of Output Content for Beta SaaS Maintenance, Improvement, and Support.
(b) Acceptable Uses. Either Karbon or Microsoft as the supplier for the Beta SaaS may limit Your access to or use of Output Content or the Beta SaaS if either of Karbon or Microsoft has a reasonable basis to believe that the Output Content or Your use of the Beta SaaS (i) violates Microsoft’s Acceptable Use Policy for Online Services located at (URL); (ii) is inconsistent with the Karbon AI Use Case(s); or (iii) Your use of the Beta SaaS is inconsistent with requirements in the product documentation for the Azure OpenAI Service, as updated from time to time. You also agree to comply with Microsoft Online Service Terms Acceptable Use Policy, which specifically requires the following:
“Microsoft Online Service Terms Acceptable Use Policy
Neither Customer, nor those that access an Online Service [i.e., the Beta SaaS] through Customer, may use an Online Service:
- in a way prohibited by law, regulation, governmental order or decree;
- to violate the rights of others;
- to try to gain unauthorized access to or disrupt any service, device, data, account or network;
- to spam or distribute malware;
- to mine cryptocurrency without Microsoft’s prior written approval;
- in a way that could harm the Online Service or impair anyone else’s use of it;
- in any application or situation where failure of the Online Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage, except in accordance with the High-Risk Use section below; or
- to assist or encourage anyone to do any of the above.
Violation of the Acceptable Use Policy in this section may result in suspension of the Online Service. If Microsoft suspends the Online Service, Microsoft will suspend only to the extent reasonably necessary. Unless Microsoft believes an immediate suspension is required, Microsoft will provide reasonable notice before suspending an Online Service for the reasons stated above.”
(c) Intellectual Property Rights and Third Party Claims.
(i) Intellectual Property Rights. Neither Karbon nor Microsoft owns Your Output Content. You understand and acknowledge that the Beta SaaS as a generative AI system may produce similar responses to similar prompts or queries from multiple subscribers and Authorized Users, and that Your rights in Output Content may not be enforceable against other users of the Beta SaaS.
(ii) Third Party Claims. You are solely responsible for responding to any third-party claims regarding Your use of the Beta SaaS in compliance with applicable laws (including, but not limited to, copyright infringement or other claims relating to Output Content created during Your use of the Beta SaaS).
(d) Data Access and Use; Compliance with Microsoft Azure OpenAI Code of Conduct.
(i) Data. Except as provided below, as part of providing the Beta SaaS (incorporating the Azure OpenAI service), Microsoft will process and store Your “Customer Data“ submitted to the Beta SaaS, as well as Output Content, for purposes of monitoring for and preventing abusive or harmful uses or outputs of the Beta SaaS. Authorized Microsoft employees may review data that has triggered its automated systems to investigate and verify potential abuse. Where Karbon deploys the Beta SaaS in the Azure data centers located within the European Economic Area, the authorized Microsoft employees will be located in the European Economic Area. See the Azure OpenAI product documentation https://learn.microsoft.com/azure/cognitive-services/openai/ for more information.
(ii) Limited exception. The foregoing terms for processing Your data will not apply if and to the extent Karbon is approved for and complies with all requirements to use the Azure OpenAI service with Modified Content Filtering and/or Abuse Monitoring.
(iii) Microsoft Azure OpenAI Service Code of Conduct. At all times while using the Beta SaaS, You agree that you and all of Your Authorized Users will comply with Microsoft’s Code of Conduct for Azure OpenAI Service, a copy of which is located here: https://learn.microsoft.com/en-us/legal/cognitive-services/openai/code-of-conduct.
(e) Data Access and Use for Karbon Beta SaaS Maintenance, Improvement, Support.
You reaffirm that You authorize Karbon to access your Output Content within your Karbon Services tenancy to analyze and then tune, fix, improve and otherwise provide maintenance and support for the Beta SaaS, and as part of the rights to access and use the Beta SaaS You agree to reasonably cooperate with Karbon by providing information regarding how correctly or incorrectly the Beta SaaS generated Output Content.
(b) The Receiving Party will use the same degree of care to protect Confidential Information of the Disclosing Party that it uses to protect its own proprietary and confidential information of like kind (but never less than reasonable care) and agrees not to use any Confidential Information of the Disclosing Party (i) for any purpose outside the scope of participation in the Karbon Beta SaaS experience, and (ii) except as otherwise authorized by the Disclosing Party in writing. The Receiving Party also agrees to limit access to Confidential Information of the Disclosing Party only to those of its employees, contractors and agents who need such access consistent with participation in the Beta SaaS experience pursuant to the Agreement and who have confidentiality obligations to the Receiving Party no less protective than those herein. The Receiving Party may disclose Confidential Information of the Disclosing Party if compelled to do so by law, provided the Receiving Party gives the Disclosing Party reasonable prior written notice of such compelled disclosure (to the extent legally permitted) and assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
Term and Termination. The “Term” commences when Karbon provides you access to the Beta SaaS and ends on termination by either party as follows. Either party can terminate the Beta Addendum by written notice to the other party for the following reasons and pursuant to the following pre-termination notice periods: (a) without cause after seven (7) days’ prior written notice or (b) for any breach of the Beta Addendum by the other party after one (1) business day prior written notice (email is sufficient). On any termination of the Agreement, You will permanently delete any Karbon Confidential Information, including but not limited to any Karbon Software, in Your possession or control, including without limitation, from any premises or cloud systems, including any virtual servers, and any other disks or other means of storage. You may, however, retain Your Output Content that complies with the terms of the Agreement. The following sections of the Beta Addendum will survive expiration or termination of the Beta Addendum: 1(b) and (c), 3, 4, and 5.
No Warranty. The Beta SaaS is provided "AS-IS," exclusive of any warranties whatsoever. Karbon disclaims all warranties express or implied related to the Beta SaaS, including without limitation any implied warranties of merchantability and fitness for a particular purpose, title, non-infringement. The Beta SaaS may contain bugs or errors. ANY PRODUCTION USE OF THE BETA SAAS DURING THE TERM IS AT YOUR SOLE RISK. You acknowledge that Karbon at any time in its sole discretion may discontinue or never generally release the Beta SaaS.
Counterparts; Signature. This Beta Addendum may be executed by digital signature, click-through acceptance, and in counterparts, and once signed, any reproduction of the Agreement made by reliable means (for example, .pdf or .TIFF format), will be considered an original, and all of which together constitute one and the same instrument. Karbon will promptly use reasonable efforts/endeavor to deliver to You on Your reasonable request a copy of the Agreement in the form you executed or accepted the Agreement.
—End of Terms—