Responsible AI Assessment Tool for Venture Terms of Service

This Agreement is a legally binding agreement between you and [Santa Clara University through the Markkula Center for Applied Ethics at Santa Clara University (“SCU” or “we” or “us”). By clicking or tapping any button, box, or other icon marked “I Accept,” “I Agree,” or “OK” (or any similar term) in connection with this Agreement, or by otherwise accessing and using the Services (as defined below), you acknowledge and agree to this Agreement, and you further confirm that you are of legal age where you live and that you have the legal capacity to enter into this Agreement.

This Agreement governs your access to and use of the Responsible AI Assessment Tool for Venture and related content, made available at the website and associated domains of www.SCU.edu, or via other websites or means as we may determine from time to time (the “Services”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by SCU in connection with the Services, or otherwise made available to you by SCU.

If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. In such case, references to “you” and “your” in this Agreement will refer to both the individual using the Services and to any such Organization.  This Agreement contains a mandatory arbitration provision that, as further set forth in Section 23 below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.

You understand that THE Services are experimental in nature and are still in development, and therefore, may have bugs, errors or inaccuracies, and may be subject to material change.

THE SERVICES ARE NOT INTENDED TO PROVIDE LEGAL ADVICE OF ANY KIND. as with all information you make available to third parties, your content also could be obtained by third parties in connection with legal claims brought against you. ACCORDINGLY, YOU ARE RESPONSIBLE FOR CONSULTING WITH YOUR OWN LEGAL ADVISORS WITH RESPECT TO YOUR USE OF THE TOOL AND use and sharing of ANY content (input or OUTPUT) GENERATED through use of the services. You accept and agree that your use of THE Services is at your own risk.

 

1.  Changes.

We may change, modify or supplement this Agreement from time to time at our sole discretion by notifying you of such changes by any reasonable means, including by posting a revised Agreement through or in connection with the Services. No such changes will apply to any dispute between you and us arising before the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. However, any changes to the dispute resolution provisions set out in Section 23 will not apply to any disputes for which the parties have actual notice before the date the change will be effective.

Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); charge, modify or waive any fees required to use the Services; or offer opportunities to some or all Services users.

2.  Privacy Policy.

[SCU’s Privacy Policy, located at https://www.scu.edu/umc/web-and-digital-design/privacy-policy/ (the “Privacy Policy”), sets forth how SCU may collect, use, store, and process your personal information (including personal information relating to you), and how you may request access to or deletion of your personal information. You acknowledge that you have read and understand SCU’s Privacy Policy.]

3.  Jurisdictional Issues.

The Services are controlled or operated (or both) from the United States, and are not intended to subject SCU to any non-U.S. jurisdiction or law. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. We may limit the availability of the Services at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

4.  Use Restrictions.

You may use the Services only for lawful purposes and in accordance with this Agreement and SCU’s Acceptable Use Policy (“Acceptable Use Policy”). You acknowledge that we may (a) revise the Acceptable Use Policy in our sole discretion, from time to time, and (b) notify you of any such revision by any reasonable means, including by posting such revised Acceptable Use Policy through or in connection with the Services or our website. You acknowledge and agree that the Services may be subject to limits on the amount of your use (e.g., rate limits) that correspond to the tier of service obtained by you. Your use of the Services does not in any manner imply SCU’s endorsement of your products or services. Accordingly, you may not refer to or use the Output generated from the Services to suggest that SCU or any person or entity affiliated with SCU has certified, validated or otherwise provided any endorsement with respect to your products or services.

5.  Registration; Usernames and Passwords.

You may need to register to use all or part of the Services. We may reject, or require that you change, any username, password or other information that you provide to us in registering. Your username and password are for your personal use only and should be kept confidential; you, and not SCU, are responsible for any use or misuse of your username or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your username or password, or your Services account. If you choose to make any of your personally identifiable or other information available through or in connection with the Services, you do so at your own risk.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Services.

6.  Your Content.

You may make available certain inputs, materials or content through or in connection with the Services (individually and collectively, an “Input”), and receive information, data, reports and other results from the Services based on the Input, or generate other information relating to your usage of the Services (individually and collectively, the “Output”). “Content” means, collectively, the: (a) Input, and (b) Output (exclusive of Third Party Materials).

As between you and SCU, you retain any ownership rights you have in your Input and except for all rights in and to the Services, we do not claim ownership rights to the Output. 

You hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to use, reproduce, modify and otherwise exploit the Content to operate, maintain, support and perform the Services and to use and otherwise exploit Content on an aggregated basis that is not identified with you (including your Organization) to further develop and improve the Services and to analyze, generate, publish and distribute informational reports and other materials relating to such Output. Due to the nature of the Services, Output may not be unique and other users may receive similar Output from the Services.

You are at all times solely liable and responsible for the correctness and adequacy of Content you input to the Service. We will in no event be liable for damages or liability resulting from incorrect or insufficient Content that you input.

You warrant to us and our service providers that at all times the Content complies with the Acceptable Use Policy, and also: (i) does not infringe any Intellectual Property Rights or any other legal rights of a third party, and (ii) does not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

You acknowledge and agree that you shall be solely responsible for the Content that is distributed or accessible through the Service. We shall in no event be responsible nor held liable for any such Content. In particular, you represent and warrant that no Content is distributed through the Service that in any manner: (i) violates any applicable, local, state, national, regional or international law, statute, ordinance or regulations; (ii) is illegal, criminal, deceptive, fraudulent or any other action that is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, invasive of others privacy, hateful racially, ethnically or otherwise objectionable, or (iii) adversely or negatively, even potentially, affects or reflects SCU or its any of its service providers’ name, reputation or goodwill.

In the event we or one of our service providers becomes aware of a violation by the you of your obligations under this Section 6 and we notify you of this (including by way of example by e-mail),you will immediately remove the infringing part of the Content itself (if technically possible) or authorize us and our service providers to remove or block the relevant Content.

If you do not delete or authorize us and our service providers to delete the infringing Content within two (2) working days after notice, we and our service providers shall have the right to (i) remove or block the concerning Content, and/or (ii) immediately terminate the Agreement (or alternatively, at our or our service providers’ discretion, refuse or suspend any access to and use of the Service) for material breach, without any formalities being required and without prejudice to any other rights or remedies available pursuant to this Agreement or under applicable law.

You accept and agree that any use of Outputs from the Services is at your sole risk. You are responsible for evaluating any Output for accuracy and appropriateness for your use case and you should not rely on Output as a sole source of truth or factual information or as a substitute for professional advice OR FOR sensitive, high-risk, or mission-critical tasks or decisions. You acknowledge and agree that the Services may provide Output that MAY BE INCOMPLETE, INCORRECT OR OFFENSIVE, OR does not represent SCU’s views. you must not use any output relating to a person for any purpose that could have a legal or material impact on that person, such as making medical, legal, employment, housing, insurance, credit, educational or other important decisions about them.

If you provide to us any ideas, proposals, or suggestions with respect to the Services (“Feedback”), you hereby irrevocably and perpetually grant to SCU a non-exclusive, worldwide, sublicensable (through multiple tiers) license to use, reproduce, modify and otherwise exploit such Feedback for any purpose whatsoever, together with all intellectual property rights and other proprietary rights in or pertaining to such Feedback.

You represent and warrant that you have all rights necessary to grant the licenses granted in this Section, and that your Inputs. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of any materials or information you submit (including Inputs and Feedback).

 

7.  Monitoring.

We and our service providers may (but have no obligation to) monitor your use of the Services, including Inputs before or after they are submitted to the Services, to confirm your compliance with this Agreement and on an aggregated basis that doesn’t identify your or your Organization, to analyze your access to or use of the Services. We and our service providers may disclose information regarding your access to and use of the Services, and the circumstances surrounding such access and use, as and to the extent required by Applicable Law.

8.  SCU’s IP Rights.

As between you and SCU, SCU retains all of its right, title and interest in and to the Services and all intellectual property rights therein and thereto. Our trade names, trademarks and service marks include SCU AI and any associated logos. All trade names, trademarks, service marks and logos on the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

9.  Confidentiality.

Information of a confidential or proprietary nature may be made available to you in connection with the provision of the Services (“Confidential Information”).  Confidential Information may only be used by you consistent with the rights and obligations of this Agreement. Except as permitted in this Section or as otherwise required by Applicable Law, you will not disclose Confidential Information to any third party.  You agree to protect Confidential Information in the same manner that you protect your own similar confidential information, but in no event using less than a reasonable standard of care.  If you are an Organization, you may disclose Confidential Information to your personnel (including personnel employed by your affiliates) and subcontractors with a reasonable need to use such Confidential Information pursuant to your rights and obligations under this Agreement, and you must ensure that such personnel and subcontractors are bound by substantially similar obligations of confidentiality to those in this Section.  Nothing in this Agreement will prohibit or limit your use of Confidential Information: (a) previously known to you without an obligation of confidentiality; (b) independently developed by or for you without use of or reference to Confidential Information; (c) acquired by you from a third party that was not under an obligation of confidentiality; or (d) that is or becomes publicly available through no breach of this Agreement.

10.  Third Party Materials; Links.

Certain Services functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. For avoidance of doubt, Third Party Materials include by way of example the Travel Services.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by SCU with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Services at any time. In addition, the availability of any Third Party Materials through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

11.  Promotions.

Any sweepstakes, contests, raffles, surveys, games or similar promotions made available in connection with the Services or in connection with any Products made available through the Services (collectively, “Promotions”) may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.

12.  Disclaimer of Warranties.

Except to the extent expressly prohibited by Applicable Law: (a) the Services (including Beta Services) and any Products and Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) SCU disclaims all warranties with respect to the Services and any Products and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this Section and elsewhere in this Agreement) are made for the benefit of both SCU and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.

While we try to maintain the timeliness, integrity and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct or secure, or that access to the Services will be uninterrupted. You acknowledge that the Services or the Output may include bugs, inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at iso@scu.edu with a description of such alteration and its location on the Services.

13.  Limitation of Liability.

Except to the extent expressly prohibited by Applicable Law: (a) NEITHER SCU NOR ANY AFFILIATED ENTITIES (AS DEFINED IN sECTION 12 ABOVE) will be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, loss of security of Inputs (including unauthorized interception by third parties of any Inputs), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, NEITHER SCU NOR AFFILIATED ENTITIES will be liable for damages of any kind resulting from your use of or inability to use the Services or from any Products or Third Party Materials, including from any Virus (as defined in the Acceptable Use Policy) that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Services or any Products or Third Party Materials is to stop using the Services; and (d) the maximum aggregate liability of SCU AND AFFILIATED ENTITIES for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the total amount, if any, paid by you to SCU to use the Services, or if nothing is paid, then neither scu nor affiliated entities will have any monetary liability to you hereunder. All limitations of liability of any kind (including in this Section and elsewhere in this Agreement) are made for the benefit of both SCU and the Affiliated Entities, and their respective successors and assigns.

14.  Indemnity.

To the fullest extent permitted under Applicable Law, you agree to defend, indemnify and hold harmless SCU and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Services (including all Inputs and Outputs); (b) any violation or alleged violation of this Agreement by you; and (c) any violation or alleged violation of Applicable Law by you.

15.  Termination.

This Agreement is effective until terminated. SCU may terminate or suspend your use of the Services at any time and without prior notice, for any or no reason, including if SCU believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease, and SCU may, without liability to you or any third party, immediately deactivate or delete your username, password and account, and all associated materials, without any obligation to provide any further access to such materials.

Upon termination:

• Your right to access and use the Services will cease immediately;
• You must promptly destroy (or, at SCU’s written instruction, return) all Confidential Information; except that you may retain any Confidential Information to the extent, and only for so long as, you are required to do so under Applicable Law or by your retention policies, provided that you will continue to treat it as Confidential Information under this Agreement.
• The following provisions will survive any termination of this Agreement: Sections 2, 3, 6, 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21.

16.  Governing Law; Arbitration.

The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and SCU, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that SCU and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.

You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action.

The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (“Comprehensive Rules”).  The Comprehensive Rules are available online at http://www.jamsadr.com/rules-comprehensive-arbitration/.  Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by JAMS or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator.  To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.  An arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.  You can opt out of this agreement to arbitrate by contacting SCU AI, Inc. by mail at 3223 Hanover St suite 110, Palo Alto, CA 94304 within 30 days after you first accept these SCU AI Terms of Service, stating that you (include your first and last name) decline this arbitration agreement.

17.  Filtering.

We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that SCU does not endorse any of the products or services listed on such site.

18.  Information or Complaints.

If you have a question or complaint regarding the Services, please send an e-mail to iso@scu.edu. You may also contact us by writing to Information Security Office, Santa Clara University, 500 El Camino Real, Santa Clara CA 95053, or by calling us at (408) 554-4000. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

19.  Copyright Infringement Claims.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send to SCU a written notice by mail or e-mail, requesting that SCU remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to SCU a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to SCU as follows: By mail to Chief Information Security Officer, Santa Clara University, 500 El Camino Real, Santa Clara, CA 05053; or by e-mail to dmca@scu.edu. The telephone number is (408) 554-5554.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

20.  Export Controls.

You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

21.  Miscellaneous.

This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and SCU. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. If the software in connection with the Services is construed as “commercial computer software”, as that term is defined in 48 CFR 2.101, all U.S. government end users acquiring access to such software may only do so with the rights set forth in this Agreement, in accordance with 48 CFR 12.212(b) and/or 48 CFR 227.7202-1(a) and 48 CFR 227.7202-4, as applicable. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and SCU relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and SCU relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. SCU will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.