This Customer Terms of Service is entered into by and between Sibyl AI ("Sibyl") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company. Please note that if you sign up for the Services using an email address from your employer or another entity, then (1) you will be deemed to represent such party, (2) your acceptance will bind your employer or that entity to these terms, and (3) the words "Customer", "you" or "your" in this Agreement will refer to your employer or that entity.
This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Sibyl pursuant to any Sibyl ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered.
The "Effective Date" of this Agreement is the earlier of (a) Customer's initial access to the Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
PLEASE NOTE: IF YOU SUBSCRIBE TO THE SERVICES FOR A SUBSCRIPTION TERM, THEN YOUR SUBSCRIPTION AND THIS AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE BILLING PERIODS AT OUR THEN-CURRENT PRICING FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 8 BELOW.
PLEASE NOTE: THAT SECTION 11.9 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 11.9 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE AND HOW TO OPT OUT.
By indicating your acceptance of this agreement or accessing or using any services, you are agreeing to be bound by all terms, conditions, and notices contained or referenced in this agreement. If you do not agree to this agreement, please do not use any services. For clarity, each party expressly agrees that this agreement is legally binding upon it.
1. Definitions
- "Affiliate" means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such party.
- "Agreement" means this Customer Terms of Service, any Order Forms, and any attachments, linked policies or documents referenced in the foregoing.
- "Beta Services" means services or features identified as "alpha," "beta," "preview," "early access," or "evaluation," or words or phrases with similar meanings.
- "Sibyl Materials" means all software, specifications, documentation and systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware and other technologies and inventions, technical or functional descriptions, requirements, plans or reports, that are provided or used by Sibyl in connection with the Services or otherwise comprise or relate to the Services or the Platform. Sibyl Materials do not include Customer Data.
- "Control" means 50% or greater voting power, or otherwise having the power to govern the financial and the operating policies or to appoint the management of an organization.
- "Customer Chosen Third-Party Product" means a product, service, application, functionality, or content that is provided by a third-party or by Customer and that Customer or any of its Authorized Users chooses to interoperate or use in connection with the Services.
- "Customer Data" means any data in electronic form that Customer or Users make available through the Platform or that is otherwise collected by Company on behalf of Customer or its Users.
- "Documentation" means Sibyl's user guides and other end user documentation for the Services made available by Sibyl to its customers generally at support.getsibyl.com.
- "Enterprise Tier Services" means the Services that Sibyl makes available under its "Enterprise" tier Service Plan.
- "Fees" means any fees payable for the Services under the Order Form.
- "Force Majeure Event" means an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation: acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Sibyl's possession or reasonable control, and denial of service attacks.
- "Pricing Page" means the publicly available web page(s) where Sibyl publishes its list prices for Services, currently available at getsibyl.com/pricing.
- "Pro Tier Services" means the individual licenses to the Services that Sibyl makes available under a non-enterprise tier Service Plan.
- "Service Plan" means the packaged subscription plan and associated features, as detailed at the Pricing Page to which Customer subscribes.
- "Services" means the services that Sibyl will provide to Customer under this Agreement as described in the applicable Order Form.
- "Usage Data" means any diagnostic and usage-related information and data from the use, performance and operation of the Platform and Services that may include, but is not limited to, usage patterns, traffic logs, and User engagement with the Platform and Services.
- "Users" means employees, agents, consultants or other representatives authorized by Customer to access or use the Services.
2. The Services
2.1 Services
Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, Sibyl grants to Customer a limited, non-transferable, non-assignable (except as set forth in the Agreement), non-exclusive right to access and use the Services during the Subscription Period for its lawful internal business purposes solely in the form provided by Sibyl and as permitted by the functionalities provided by Sibyl therein.
2.2 Software
Sibyl may make Software available as part of the Services. Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, Sibyl grants to Customer and its Users a limited non-exclusive, non-transferable, non-sublicensable license to download and install the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.
2.3 Sibyl Ownership
All rights and title in and to the Platform, the Services, Software, Usage Data, Aggregate and De-Identified Data, Sibyl Materials and Documentation, including all enhancements, derivatives, and improvements to the foregoing and all Intellectual Property Rights inherent therein, belong exclusively to Sibyl and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement. Nothing herein shall be construed as prohibiting Sibyl from utilizing the Usage Data for purposes of operating Sibyl's business; provided that Sibyl will not disclose any Usage Data to any third-party in a manner that could identify Customer or any individual.
2.4 Customer Chosen Third-Party Products
The Platform may contain features designed to interoperate with Customer Chosen Third-Party Products. Such Customer Chosen Third-Party Products are not under Sibyl's control, and Sibyl makes no representations or warranties with respect to, is not responsible or liable for, and does not endorse any Customer Chosen Third-Party Products. Customer and its Authorized Users use all such Customer Chosen Third-Party Products at their own risk and will need to make their own independent judgment regarding any interaction or interoperation between them and the Services.
3. Customer Data
The following applies to users of the Services, inclusive of the Pro plans. Enterprise contracts are governed by a separate agreement and govern full data privacy, no authorization rights, and more data agreements.
3.1 Customer Ownership
Except for the limited rights expressly granted to Sibyl hereunder, Customer retains all rights, title and interest in and to all Customer Data, including without limitation all related intellectual property rights inherent therein. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data.
3.2 Authorization & AI Training
Customer grants Sibyl a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data (a) to maintain, provide, and improve the Services under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; and (c) as otherwise required by applicable law.
AI Training Policy: Sibyl shall not use any Customer Data (including audio recordings or transcripts) to train any Sibyl or third-party artificial intelligence or machine learning models. Your data remains isolated and is used solely for the provision of the Services to you.
3.3 Security
Sibyl shall use commercially reasonable measures to maintain the security and integrity of the Services and the Customer Data and to provide technical and organizational safeguards against accidental, unlawful or unauthorized access to or use of, destruction, transfer, disclosure or alteration of Customer Data.
3.4 Processing
Customer shall not provide Sibyl with any Customer Data that constitutes Restricted Data. Sibyl shall have no responsibility or liability for any Restricted Data. When and as required by applicable law from time to time, Customer and Sibyl may enter into additional data processing agreement(s), including but not limited to those required under Article 28 of Regulation (EU) 2016/679, with respect to the processing of personally identifiable information contained within Customer Data.
4. Restrictions, Responsibilities and Rights
4.1 Customer Restrictions
Customer shall not:
- modify, copy, display, republish or create derivative works based on the Services or Sibyl Materials;
- act as a reseller or distributor of, or a service bureau for, the Platform or Services;
- access or use the Platform or Services without the prior written consent of Sibyl if Customer is or becomes a direct competitor to Sibyl;
- share access, use, or information about the Platform or Services with a direct competitor of Sibyl;
- use the Services to post or send infringing, obscene, threatening, libelous, or otherwise unlawful material;
- use manual or automated software, devices, robots, spiders, or other processes to "crawl", "spider", "scrape", or "data mine" the Platform;
- intentionally or unintentionally interfere with or disrupt the integrity or performance of the Services;
- remove or alter any trademark, logo, copyright or other proprietary notices in the Services;
- use the Services from an embargoed nation;
- use the Services in violation of any applicable local, state, national and foreign laws (including "Recording Laws").
4.2 Artificial Intelligence Features
The Services may include features that use artificial intelligence ("AI Features"). Customer agrees that Customer is solely responsible for its use of AI Features. Customer acknowledges that AI Features may generate probabilistic output ("Output") which may be inaccurate. All Output is provided "as is" and with "all faults".
5. Fees; Payment Terms
5.1 Fees
Customer shall pay Sibyl the applicable Fees for its Service Plan(s) and any undisputed Fees. All Fees are non-refundable and non-creditable, except as expressly set forth in this Agreement or as part of our Money-Back Guarantee policy.
5.2 Money-Back Guarantee
Sibyl offers a 14-day money-back guarantee for new Pro Tier subscriptions. If Customer is not satisfied with the Services, Customer may request a full refund within fourteen (14) days of the initial purchase date by contacting support@getsibyl.com.
5.3 Late Payment
If Customer fails to make any payment when due then, in addition to all other remedies, Sibyl may charge interest on the past due amount at the rate of 1.5% per month.
6. Warranties
6.1 Disclaimer
7. Confidential Information
"Confidential Information" means all confidential and proprietary information of a party disclosed to the other party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.
8. Term and Termination
8.1 Automatic Renewal: The term of this Agreement shall commence on the Effective Date. Unless otherwise set forth in the applicable Order Form, each Subscription Term will automatically renew, unless either party provides written notice of non-renewal at least thirty (30) days prior to the renewal.
8.2 Termination for Material Breach: Either party may terminate this Agreement if the other party materially breaches any terms and conditions and does not cure such breach within thirty (30) days of receiving notice.
9. Indemnity
9.1 Sibyl Indemnity: Sibyl will indemnify and hold Customer harmless from and against any third-party claim against Customer alleging that Customer's use of the Services as permitted hereunder infringe or misappropriate a third party's valid U.S. patent, copyright, trademark or trade secret.
9.2 Customer Indemnity: Customer will indemnify and hold Sibyl harmless from and against any third-party claim against Sibyl arising from or related to Customer's breach of Section 4.1 or any Customer Data.
10. Limitation of Liability
11. General Provisions
- 11.1 Relationship: The parties are independent contractors.
- 11.2 Notices: Notices to Sibyl shall be sent to New York, NY, Attention: Legal Department.
- 11.5 Assignment: Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld), except in connection with a merger, acquisition, or sale of assets.
- 11.8 Governing Law: This Agreement shall be governed by the laws of the State of Delaware.
- 11.9 Arbitration Agreement: The parties shall use their best efforts to settle any dispute directly through good-faith negotiations. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in the State of Delaware. YOU SHALL HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT BY SENDING WRITTEN NOTICE WITHIN 30 DAYS OF ACCEPTING THIS AGREEMENT.
- 11.10 Force Majeure: Neither party shall be liable for delay or non-performance due to a Force Majeure Event.
- 11.13 Entire Agreement: This Agreement sets forth the entire agreement of the parties and supersedes and replaces all prior or contemporaneous writings.
Contact Us
If you have any questions about this Agreement, please contact us at: support@getsibyl.com
Sibyl AI
New York, NY