Platform Terms
1. Responsibilities of the Parties.
1.1 Provision of the Platform. During the Term, Crescendo will: (a) make the Platform available to Customer for use by Authorized Users solely for the internal business operations of Customer and End-Users via Customer’s website and mobile application; (b) provide Customer with standard support services and Documentation to assist Customer in its use of the Platform; (c) comply with all laws applicable to the provisioning of the Platform to its customers generally; and (d) provide updates and upgrades to the Platform, including functionality, user interfaces, usability, and Documentation, in its sole discretion as part of its ongoing mission to improve the Platform.
1.1.1. Customer Responsibilities. Customer will: (a) be responsible for End-Users and Authorized Users compliance with this Agreement; (b) provide all required notices and obtain any licenses, permissions, and consents required, including (without limitation) under Applicable Data Protection Laws, from all End-Users, Authorized Users and others, for the collection of Customer Data, including (without limitation) any Customer Personal Data, under this Agreement and to enable Crescendo’s access to, and Crescendo’s use and other processing of such Customer Data in connection with the Service; (c) be responsible for the accuracy, completeness, appropriateness, and legality of Customer Data; and (d) use the Service in accordance and compliance with all applicable laws and government regulations.
1.1.2 Usage Restrictions. Customer may not, and shall ensure that Authorized Users and End-Users do not, directly or indirectly: (a) make the Service or Output available to, or use the Service for the benefit of, anyone other than Customer, its Authorized Users, and the End-Users; (b) upload, post, transmit, email, convey, or otherwise make available to Crescendo or the Service any content that (i) is unlawful or tortious or (ii) that infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, or other proprietary rights of any person; (c) sublicense, resell, time- share, or similarly exploit the Service or Output; (d) upload, post, transmit, or otherwise make available any content or information designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) reverse engineer, modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (f) access the Service to build a competitive product or service.
1.2 Platform Accounts. Customer must identify a primary Authorized User who will be responsible for Customer’s account within the Platform. Crescendo shall be responsible for creating Authorized User accounts for the Platform. Customer is responsible for (i) maintaining the confidentiality of its logins, passwords, and accounts and for all activities that occur under Authorized User accounts, (ii) securing the systems and devices Customer and Authorized Users use to access the Platform, and (iii) backing up Customer Data.
1.3 Service Level Agreement. During the Term of each Subscription, Crescendo will provide the Platform in accordance with the Services Level Agreement (“SLA”). The terms of this Agreement will also apply to updates and upgrades of the Platform subsequently provided by Crescendo. Crescendo may update the functionality, user interfaces, usability, and Documentation from time to time in its sole discretion as part of its ongoing mission to improve the Platform.
1.5 Customer Data. As between Customer and Crescendo, Customer owns all rights, title, and interest in and to the Customer Data. Customer hereby grants, and shall cause all End-Users to grant, to Crescendo a worldwide, irrevocable, non-exclusive, fully paid, royalty-free, transferable, and perpetual right and license, with rights to sublicense (i) to access, use, copy, create derivative works from, distribute, perform, and display Customer Data for purposes of providing the Service and Non-Crescendo Services and (ii) the right to create and/or derive from Customer Data de-identified, anonymized and/or aggregated data (“Anonymized Data”) that does not identify Customer or any End-User and, both during and after the Term. Anonymized Data shall be considered Crescendo’s data.
1.5 Compliance with Data Protection Laws. Subject to the terms and conditions set forth herein, Crescendo shall comply with the Data Processing Agreement, available at https://www.crescendo.ai/policies/data-processing-agreement, and incorporated by reference.
1.6 Beta Services. From time to time, Crescendo may invite Customer to try or otherwise make Beta Services available to Customer at no charge. Customer may accept or decline any such Beta Services in Customer’s sole discretion. Beta Services are for evaluation purposes only are not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement and are to be used for Customer’s internal testing and evaluation purposes only and are not subject to the same security measures specified in the Documentation. If Customer, any Authorized User, or any End-User provides Crescendo any feedback or suggestions regarding the Beta Services, then Customer grants or, as applicable, shall cause such End-User to grant Crescendo an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to such party. Crescendo may discontinue Beta Services at any time in Crescendo’s sole discretion and may or may not make them generally available. Crescendo will have no liability arising out of or in connection with any Beta Service and disclaims any warranty, indemnity, support, SLA or other obligations with respect to Beta Services. Customer uses Beta Services “as-is”, and at its own risk.
2. Access to and Use of the Service(s)
2.1 Customer Responsibilities. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and promptly notify Crescendo of any such unauthorized access or use.
2.2 AI Features - Third-Party LLM Providers. The Platform includes certain features and functionality that utilize artificial intelligence (“AI Features”), powered by large language models provided by Third Party LLM Provider(s). Upon Customer’s instructions, Crescendo will upload all materials, policies, guidelines, manuals and other documentation that is created, owned and provided by Customer (collectively “Customer Documentation”) into the Platform to enable the use of AI Features. The Customer acknowledges that the AI Features use Customer Documentation and any prompts, comments, questions, and other forms of input provided by the Customer or End-Users (“Input”) to generate Outputs in accordance with the terms of this Agreement. The Customer further accepts that the AI Features may produce Output that could be inaccurate, incomplete, or inappropriate. Customer is solely responsible for the accuracy and completeness of the Customer Documentation. Because AI Features rely on Customer Documentation and Input, flawed or incomplete materials may result in inaccurate or inappropriate Output. Customer is responsible for its use of the AI Features and for ensuring that it, its Authorized Users, and End Users use the AI Features in accordance with this Agreement and applicable law, for example via Customer’s own acceptable use policy (or equivalent). Customer remains responsible for all acts and omissions of its Authorized Users and End Users and for any claims arising from their use of the AI Features. . Accordingly, all Outputs are provided “as is” and “with all faults”, and Crescendo makes no representations, warranties, or indemnities, of any kind or nature with respect to the AI Features, Inputs, or Outputs, including any warranties of accuracy, completeness, truthfulness or fitness for a particular purpose. Inputs and Outputs constitute Customer Data and are subject to the rights and obligations applicable thereto under this Agreement. Customer acknowledges that other users of the Service or AI Features may provide similar or identical input and may receive similar or identical Output (“Third Party Results”), and Customer acknowledges it has no right, title or interest in or to any such Third Party Results. Customer agrees that Crescendo shall have no responsibility or liability arising from inaccurate or inappropriate Output or any decisions made in reliance on such Output. All such decisions are made at Customer’s sole risk.
2.3 Non-Crescendo Service(s). If Customer enables or uses any any third-party provided applications, networks, software, products, or services which Customer may connect to or incorporates into, or otherwise leverages in connection with the Service (“Non-Crescendo Service(s)”), Customer’s use of such Non-Cresendo Services is subject solely to the terms of the applicable third party. Crescendo does not control, endorse or support Non-Cresendo Services and makes no representations or warranties regarding them, including their availability, functionality, or data handling practices. Crescendo may discontinue access to any Non-Crescendo Services at any time and shall not be liable for any damages or losses arising from or related to Customer’s use of or reliance on any Non-Crescendo Services.
3. Confidentiality
3.1 Confidential Information Specific to Crescendo Services. Crescendo "Confidential Information" also includes the Platform (including its software and content) and the Work Product resulting from Crescendo's performance of Professional Services or End-User Support Services. For Customer, Confidential Information includes the Customer Documentation, Input, and Output.
4. Warranties
4.1 Crescendo Warranties. Crescendo warrants that: (a) the Platform will perform materially in accordance with the applicable Documentation; and (b) Crescendo will not materially decrease the functionality of the Platform during the term of the Subscription; (c) Crescendo will take commercially reasonable measures designed to prevent hallucinations when providing Crescendo’s Platform; and (d) Crescendo will perform the End-User Support Services and the Professional Services in a professional manner. If Crescendo breaches any of the foregoing warranties in this Section, Customer’s exclusive remedy and Crescendo’s entire liability will be the correction of the breach, or if Crescendo cannot substantially correct the breach within a commercially reasonable amount of time, Customer may terminate this Agreement and Crescendo will refund to Customer any prepaid fees covering the period remaining in the Term after the effective date of such termination.
5. Termination
5.1 Termination For Cause. Notwithstanding anything to the contrary in the Agreement, in no event shall either party be permitted to terminate the Agreement or any SO for convenience. However, either Party may terminate this Agreement, effective 30 days’ after written notice, if the other Party materially breaches this Agreement and such breach is not cured within such 30-day period. Upon any such termination for cause by Customer, Crescendo will promptly refund Customer any prepaid fees covering the period remaining in the Term after the effective date of such termination. Upon any such termination for cause by Crescendo, Customer will promptly pay Crescendo any unpaid fees covering the period remaining in the Term after the effective date of such termination.
5.2 Effects of Termination Specific to the Platform Upon termination of the Platform services, the Customer and all Authorized Users and End-Users must immediately stop using the Platform. Upon request of the Disclosing Party, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party’s possession or under its control.
Schedule A: Definitions
Capitalized terms in the Platform Terms shall have the meanings set forth in this Schedule A unless defined elsewhere.
“Applicable Data Protection Laws” means the privacy, data protection and data security laws and regulations of any jurisdiction directly applicable to Crescendo’s Processing of Customer Personal Data under the Agreement (including, as and to the extent applicable, the California Consumer Privacy Act 2018 and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)).
“Authorized User” means an employee or contractor of Customer who is authorized by Customer to access and use the Service on behalf of and solely for the benefit of Customer.
“Customer Personal Data” means any Personal Data contained within Customer Data and Processed by Crescendo in order to perform the Service.
“Customer Data” means all data and content submitted, transmitted, or uploaded into the Service by Customer, Agents, Authorized Users, or End-Users.
“Documentation” means the documentation, specifications, and policies, as may be updated from time to time, that describe the functionality, features, operation, or use of the Service and that are made available by Crescendo to Customer.
“End-User” means an individual end-user who is authorized by Customer to access and use the Service or to whom the Customer makes the Service available.
“Output” means all answers and results generated by one or more Third-Party LLM Providers based on Inputs and made available via the Platform.
“Personal Data” means “personal data,” “personal information,” “personally identifiable information” or similar term as defined in Applicable Data Protection Laws.
“Platform” means Crescendo’s software-as-a-service platform provided to Customer as part of the Service(s), which is distinct from End User Support Service and any Non-Crescendo Services.
“Process” and inflections thereof means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Service(s)” means, collectively, as identified in a SO, Crescendo’s provision of the Platform, End-User Support Services and Agent Services. Any references to the “Service(s)” in this Agreement includes the Documentation but excludes Non-Crescendo Services.
“SO” means each Service Order entered into and executed by each of the Parties that references Agreement and/or these Platform Terms. Each SO forms a part of, and is incorporated into, this agreement.
“Subscription Term” means the period during which Customer has agreed to subscribe to the Service as specified in an applicable SO.
“Third-Party LLM Provider(s)” means any entity retained or used by Crescendo to provide certain AI features, including but not limited to chatbot functionality, which leverages artificial intelligence technology provided by third party companies.