BEFORE ACCESSING AND USING AI-BASED FUNCTION (AS DEFINED BELOW), PLEASE FAMILIARIZE YOURSELF WITH THESE TERMS AND CONDITIONS THAT SET UP THE BASIC RULES OF HOW REVENUE GRID INTEGRATES, GOVERNS, AND DISCLOSES THE USE OF AI-BASED FUNCTION.
Introduction
These AI-Based Function Terms and Conditions (“AI Terms”) are entered into between you, a natural or legal person (“Customer“, “you“, or “your“) and Avora Holdings, Ltd., d/b/a Revenue Grid (“Revenue Grid“, “we“, “us“, or “our“). Collectively, you and Revenue Grid are referred to as the “Parties” and each separately as a “Party“.
These AI Terms are governed by and are an integral part of the executed service order agreement, master service agreement, statement of work, order form, or any other transaction document (collectively, “Transaction Document(s)“) between the Parties. All obligations and provisions under the Transaction Documents apply to the use of the AI-Based Function in addition to these AI Terms. Terms used, however, not defined herein, shall have meaning as defined in the Transaction Documents.
These AI Terms become effective on the earliest of the following: (i) the date of your authorized representative enabling of AI-Based Function manually in admin panel of the Services (as specified below), if applicable; (ii) the date of first use of the AI-Based Function.
IF YOU DO NOT AGREE TO OR UNDERSTAND THESE AI TERMS, YOU MUST NOT ACCESS OR USE THE AI–BASED FUNCTION. CUSTOMER HEREBY AGREES THAT THESE AI TERMS ARE ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY IT. For any questions regarding these AI Terms or to request a written data processing amendment regarding AI-Based Function, please contact us at support@revenuegrid.com.
All hyperlinks in these AI Terms are an inherent part of these AI Terms and expressly incorporated herein, unless otherwise stated herein.
1. AI-Based Function
1.1. AI Functions Provision. In connection with Revenue Grid software-as-a-services provided to you (“Service(s)”), we may present you for usage and access software-as-a-services, solution, features, or tools that incorporate artificial intelligence, machine learning, or similar technologies that enable systems to perform tasks that typically require human intelligence, such as analysis, prediction, or language generation (“AI”). These are offered in our Services in two forms: (i) optional AI-enabled feature, such as AI Chat, that can be manually activated or deactivated by your authorized representative and administrator of the Services (“AI-Based Function”), and (ii) fully AI-powered solutions where AI forms an integral and essential part of the Service (“AI-Powered Service(s)”), (collectively “AI Function(s)”. For clarity, these AI Terms apply specifically to AI-Based Function, unless expressly stated otherwise. Revenue Grid identifies which Services include AI-Based Function and which constitute AI-Powered Services. AI-Based Function utilizes AI developed by Revenue Grid or Revenue Grid’s third-party providers, and is considered a part of the Services.
1.2. Responsibility for Permitted Users. You will be responsible for and will at all times remain liable for your employees, contractors, and other personnel who are authorized to access and use AI-Based Function by you (“Permitted Users”), in compliance with these AI Terms. You understand that once AI-Based Function are activated, the Permitted Users will be able to access and use the AI-Based Function. You must ensure that the access and use of the AI-Based Function by the Permitted Users are subject to and in compliance with these AI Terms.
1.3. AI-Based Function License Grant and Ownership. We grant to you a non-exclusive, non-transferable, non-assignable, revocable, non-sublicensable, and limited license to access and use AI-Based Function for internal business purposes only during the Subscription Term, unless otherwise agreed by the Parties. We or our licensors exclusively own all right, title, and interest in and to the AI-Based Function, including all associated intellectual property and proprietary rights related thereto. If you provide comments, suggestions, or recommendations to us with respect to AI-Based Function (collectively, “AI-Based Function Feedback”), you hereby grant to us a worldwide, royalty-free, irrevocable, and perpetual license to use or otherwise incorporate the AI-Based Function Feedback into the AI-Based Function.
1.4. AI-Based Function Provision Suspension. In the event of your or your Permitted Users’ violation (or reasonably suspected violation) of Transaction Documents or these AI Terms, we may, in our sole discretion, suspend, terminate, block or disable your or your Permitted Users’ access to or ability to use the AI-Based Function.
1.5. No Automated Decision-Making. AI-Based Function does not autonomously make decisions that produce legal effects concerning individuals or similarly significantly affect them. You must not use any AI Content relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them. All AI Content generated by the AI-Based Function requires human review, validation, and decision-making before being used in any consequential or operational capacity.
2. User-Generated Content and AI Content
2.1. Submission and Processing of User-Generated Content. When you or your Permitted Users provide, submit, upload, publish, or otherwise make available any content, information, and materials that may be textual, audio, or visual to AI-Based Function (the “User-Generated Content”), AI-Based Function will process the User-Generated Content, generate a response, and return such response in the form of AI Content (“AI Content”). Revenue Grid is not involved in the creation or development of User-Generated Content and acts merely as a passive conduit for the online distribution and publication of User-Generated Content for AI-Based Function.
2.2. License Grant and Ownership. By submitting User-Generated Content, you grant us worldwide, irrevocable, perpetual, non-exclusive, transferable, and royalty-free license to use, access, view, copy, reproduce, adapt, modify, excerpt, create derivative works of, upload and transfer it on or through AI-Based Function, including processing, storing, and using AI Content exclusively (a) to provide AI-Based Function under these AI Terms and Transaction Documents, (b) to perform our obligations underlined in these AI Terms and Transaction Documents, and (c) to improve the Services for you. In addition, you grant us worldwide, irrevocable, perpetual, non-exclusive, transferable, and royalty-free license to view User-Generated Content and AI Content in connection with support matters. You represent and warrant that you possess all rights necessary to grant the licenses as set forth herein. Subject to the limited rights granted, we acquire no right, title, or interest in your User-Generated Content or AI Content. To the extent permitted under applicable laws or the third-party providers’ terms, the Customer retains ownership and rights to the User-Generated Content, and we hereby assign to you all our right, title, and interest, if any, in and to AI Content. Due to the nature of AI-Based Function, AI Content may not be unique, and other customers may receive similar AI Content from our AI-Based Function. Our assignment above does not extend to other customer’s AI Content or any third-party output generated and returned by AI-Based Function or any other AI feature.
2.3. Rights, Restrictions, and Moderation. We will not: (i) modify User-Generated Content or AI Content unless you provide us with explicit consent to modify it; (ii) use User-Generated Content to develop the Services for other customers, but may use anonymized and aggregated AI Content for internal statistical purposes only. You acknowledge and agree that we are not obligated to monitor, review, or remove User-Generated Content or AI Content, however, we reserve the right to remove or delete any User-Generated Content or AI Content at any time, without notice, in the following cases: (i) it violates applicable laws, these AI Terms, Transaction Documents, or infringes third-party rights, including intellectual property rights and privacy; (ii) you provide us with explicit consent to delete it; (iii) the contractual relationship between Parties has been terminated or expired.
2.4. Limitation of Liability for Content. Under no circumstances will we be liable for: (i) any User-Generated Content or AI Content; (ii) any errors or omissions in the User-Generated Content or AI Content; (iii) any loss or damage incurred as a result of the use of, access to, or denial of access to User-Generated Content or AI Content; (iv) claims arising out of or relating to User-Generated Content or AI Content, including, but not limited to, any personal information included in such content. This limitation applies regardless of the foreseeability of damages or whether Revenue Grid has been advised of the possibility of such damages.
3. Customer Warranties and Responsibility.
3.1. Customer Responsibility. You are solely responsible for: (i) the lawfulness, accuracy, and appropriateness of all User-Generated Content; and (ii) all decisions, actions, or omissions arising from your use of the AI-Based Function, including ensuring compliance with applicable laws related to data protection, intellectual property, AI governance, and regulatory requirements. AI Content may be inaccurate, inappropriate, biased, or non-unique. You are responsible for establishing and maintaining reasonable and appropriate safeguards, including human oversight, to prevent misuse or unlawful reliance on AI Content or infringement of third-party rights. You should not use or provide any information that is sensitive, including personal information. The AI Content may be used for any lawful purpose, including commercial purposes and publication, at Customer’s own risk. The Customer shall use the AI-Based Function solely in the jurisdictions in which such use is approved.
3.2. Warranties. You represent and warrant that you have obtained and will maintain all necessary rights, licenses, consents, and permissions required under applicable law to upload, use, submit, or otherwise make available any User-Generated Content in connection with the AI-Based Function, including any third-party consent or approvals required for processing personal information or proprietary materials. Further you represent and warrant that User-Generated Content and AI Content: (a) is accurate, complete, and not fraudulent, false, misleading, or deceptive; (b) does not infringe, violate or misappropriate any intellectual property rights of any third party; (c) complies with these AI Terms, the applicable Transaction Documents, and all applicable laws and regulations; (d) does not violate the rights of publicity, personality, or privacy of any third party; (e) is not defamatory, libelous, unlawfully, threatening, harassing or otherwise offensive; (f) is not obscene or pornographic (including, but not limited to, child pornography) and is not harmful to minor(s).
4. Revenue Grid Commitments. Revenue Grid will not use User-Generated Content and AI Content to train, re-train or fine-tune any model or for any other purpose other than enabling the AI-Based Function. Revenue Grid shall contractually restrict any Third-Party AI Service providers (as defined below) from using User-Generated Content and AI Content for: (i) training or improving its large language models, or (ii) general use beyond the use required to provide and maintain the AI-Based Function and restrict the retention and storing of the User Generated Content and AI Content for any purpose, except for purpose of AI-Based Function provision and detecting and mitigating abuse. Revenue Grid shall require all Third-Party AI Service providers (as defined below) to contractually commit to protecting User-Generated Content and AI Content from unauthorized use, access, or processing. Where it is not feasible for a Third-Party AI Service provider to enter into a direct written agreement with Revenue Grid—due to the nature of its service delivery or business model—Revenue Grid may, at its discretion, rely on the Third-Party AI Service provider’s publicly available terms of service or similar agreement posted on its official website. For the purpose of these AI Terms, such publicly posted terms shall be deemed to constitute a binding written agreement between Revenue Grid and the respective Third-Party AI Service provider.
5. Acceptable Use and Usage Restrictions. You and your Permitted Users will not, and will not encourage or assist others to:
- use AI-Based Function and AI Content in a manner that infringes, misappropriates or violates third-party’s right;
- interfere with or otherwise adversely affect Revenue Grid’s ability to provide AI-Based Function, including its relationships with third-party providers;
- use AI-Based Function to build, train, or improve foundation models, large-scale machine learning systems, or AI technologies, and models that would compete with those provided by Revenue Grid or its Third-Party AI Service provider (as defined below);
- automatically or programmatically extract data or AI Content;
- represent that AI Content was human-generated when it was not;
- benchmark or publicly disclose the performance, latency, or accuracy of AI-Based Function and AI Content without prior written consent from Revenue Grid.
6. Third Party Services. We may enable integrations with AI services of third-party providers—such as Microsoft Corporation (“Third-Party AI Service”)—to provide you with AI-Based Function. Such Third-Party AI Services are governed by their own terms and privacy policies, which may be updated from time to time. By using the AI-Based Function, the Customer expressly authorizes Revenue Grid to disclose User-Generated Content and AI Content to its Third-Party AI Service providers for the purpose of delivering AI-Based Function as part of the Services, provided that User-Generated Content and AI Content are subject to confidential obligations of such Third-Party AI Service providers. Unless otherwise indicated in these AI Terms, (i) the use, storage, or deletion of such content by Third-Party AI Service providers is subject to their respective terms and is beyond Revenue Grid’s control, and (ii) Revenue Grid assumes no liability for any errors, data loss, or service issues arising from Third-Party AI Service providers. Such matters fall outside the scope of Revenue Grid’s support obligations. However, Revenue Grid may act as the primary point of contact to assist in resolving any issues caused by errors or omissions attributable to these integrations.
7. Personal Data. By using AI-Based Function, you automatically agree to our Privacy Policy at: https://revenuegrid.com/privacy-policy/, which governs the processing of personal information by AI Functions, which include AI-Based Function. If a written agreement governing the processing of personal information has been entered into between the Parties, (i) its terms shall govern the processing of personal data by the AI-Based Function, and in the event of conflict, the DPA shall prevail; (ii) additional information regarding the purposes and legal bases for processing of personal information by AI-Based Function may be further specified and agreed upon by the Parties in amendments or addenda to such data processing agreement; for this purpose, please contact us at support@revenuegrid.com.
8. Term and Termination. These AI Terms shall automatically expire upon the earlier of: (i) the expiration or termination of the Transaction Documents or (ii) the expiration or termination of the Subscription Term. Sections relating to confidentiality, limitations of liability, indemnification, and Customer warranties shall survive the expiration or termination of these AI Terms.
9. DISCLAIMER AND LIABILITY OF LIABILITY. IN ADDITION TO ANY DISCLAIMERS SET FORTH IN THE TRANSACTION DOCUMENTS, AI-BASED FUNCTION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS EXCLUDED FROM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THOSE OTHERWISE APPLICABLE UNDER THE TRANSACTION DOCUMENTS. THE ACCESS TO AND USE OF THE AI-BASED FUNCTION IS AT THE CUSTOMER’S SOLE RESPONSIBILITY AND RISK. UNLESS OTHERWISE IS INDICATED IN SECTION 4 OF THESE AI TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW, REVENUE GRID AND ITS THIRD PARTY AI SERVICES PROVIDERS MAKE NO INDEMNIFICATIONS, REPRESENTATIONS OR WARRANTIES OF ANY KIND – WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE – INCLUDING WITHOUT LIMITATION, AS TO THE OPERATION OF THE AI-BASED FUNCTION, OR THE INFORMATION, TEXT, AND CONTENT INCLUDED IN THE AI CONTENT, OR THE USE OF THE USER-GENERATED CONTENT, ACCURACY OF THE RESULTS, AI CONTENT, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI-BASED FUNCTION. REVENUE GRID IS NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF THIRD-PARTY AI SERVICE PROVIDERS, OR FOR THE AVAILABILITY, ACCURACY, OR PERFORMANCE OF THEIR PRODUCTS OR SERVICES. REVENUE GRID DISCLAIMS ALL LIABILITY FOR ANY ERRORS, OMISSIONS, OR CONSEQUENCES ARISING FROM THE CUSTOMER’S USE OF THE AI-BASED FUNCTION OR RELIANCE ON AI CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TRANSACTION DOCUMENTS, IN NO EVENT SHALL REVENUE GRID (INCLUDING ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR THIRD-PARTY AI SERVICE PROVIDERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE USE OR PERFORMANCE OF THE AI-BASED FUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REVENUE GRID’S LIABILITY, IF ANY, IN CONNECTION WITH THE AI-BASED FUNCTION SHALL REMAIN SUBJECT TO THE SAME MONETARY CAPS, LIABILITY LIMITATIONS, AND EXCLUSIONS SET FORTH IN THE TRANSACTION DOCUMENTS, EXCEPT THAT LIABILITY FOR INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES SHALL BE EXCLUDED IN ALL CASES WITH RESPECT TO THE AI-BASED FUNCTION, REGARDLESS OF WHETHER SUCH DAMAGES ARE EXCLUDED IN THE TRANSACTION DOCUMENTS.
10. INDEMNIFICATIONS. YOU SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS REVENUE GRID, ITS AFFILIATES, THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTOR, AND AGENTS, FROM AND AGAINST ANY CLAIMS, LOSSES, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OR RELATING TO (I) YOUR BREACH OF ANY THIRD PARTIES RIGHTS BY USING USER-GENERATED CONTENT, AND AI CONTENT IN AI-BASED FUNCTION; (II) YOUR BREACH OF YOUR WARRANTIES OR THE ACCEPTABLE USE AND USAGE RESTRICTIONS SET FORTH IN THESE AI TERMS.
11. Miscellaneous. Customer is solely responsible for complying with such third-party license terms. The AI Terms, together with Transaction Documents, DPA, if any, set forth the final, complete, and exclusive agreement between the Parties relating to the subject matter hereof, and supersedes any other agreement or communications relating thereto. All other terms and conditions of the Transaction Documents not expressly modified by these AI Terms shall remain in full force and effect. Revenue Grid may, in its sole discretion, update or modify these AI Terms from time to time. The updated version will become effective immediately upon publication. However, in the event of material changes, Revenue Grid will provide the Customer with prior notice, and such changes will take effect only after such notice has been given. Customer’s continued access to or use of the AI-Based Function following any change or update constitutes acceptance of the revised AI Terms.
