Platform Terms
1. Crescendo Responsibilities
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 Service; (c) comply with all laws applicable to the provisioning of the Services 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.
1.2 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 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 the 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 offers 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 for the purpose of utilizing the AI Features. The Customer acknowledges that the AI Features, which employ artificial intelligence technology based on the Customer Documentation, will use any prompts, comments, questions, and other forms of input provided by the Customer or End-Users (“Input”) to generate the Output in accordance with the terms of theAgreement. The Customer further accepts that the AI Features may produce Output that could be inaccurate or inappropriate. Customer is solely responsible for the accuracy and completeness of the Customer Documentation provided to Crescendo. As AI Features operate based on the Input, the resulting Output may be inaccurate or inappropriate if the Input is flawed. Customer agrees, and shall cause End-Users to agree in the End-User Terms, that it is solely responsible for its use of AI Features. Accordingly, all Outputs are provided “as is” and with “all faults”, and Crescendo makes no representations or warranties, or provides any 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 are deemed Customer Data under the Agreement and subject to the rights, restrictions and obligations applicable thereto. Customer acknowledges that other users of the Service or AI Features may provide similar or identical Input and as such, may receive Output (“Third Party Results”) that is similar or identical to that of Customer, 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 the provision of inaccurate or inappropriate Output or any decisions made in reliance on such Output. All such decisions are made at Customer’s own risk.
3. Confidentiality
3.1 Confidential Information Specific to Crescendo Services. Within the context of Crescendo services, "Confidential Information" also includes the Service (including its software and content) and the work product resulting from Crescendo's performance of Professional Services or End-User Support Services, excluding the Deliverables. For Customer, Confidential Information includes the Customer Data and Customer Data included in the Output.
4. Warranties
4.1 Crescendo Warranties. Crescendo warrants that: (a) the Service will perform materially in accordance with the applicable Documentation; (b) Crescendo will not materially decrease the functionality of the Platform; (c) Crescendo will take commercially reasonable measures designed to prevent or correct materially misleading or materially incorrect interactions with End-Users 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 the 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 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 and any related Output. Upon request of the Disclosing Party during the Term, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Customer Data 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 CCPA and GDPR).
“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 SOW, Crescendo’s provision of the Platform, End-User Support Services and Agent Services. Any references to the “Service(s)” in the Agreement includes the Documentation but excludes Non-Crescendo Services.
“Subscription Term” means the period during which Customer has agreed to subscribe to the Service as specified in an applicable SOW.
“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.