1. Agreement to Terms and Conditions
This Agreement is effective, and you agree to be bound by this Agreement, as of the date (a) you first click a button titled "Log In" or something similar, (b) of the Order Form Date specified on the applicable Order Form incorporating this Agreement, or (c) you first use or access the Services, whichever is earlier ("Effective Date"). If you are accepting this Agreement on behalf of Client, you represent and warrant that you have the authority to bind Client to the terms and conditions of this Agreement. If you do not agree to be bound by this Agreement, or do not have the authority to bind Client to this Agreement, then do not use the Services, click "Log In", or execute an Order Form.
2. Definitions
"Account" means an online account registered by Client or Administrator, or by Anybound on behalf of Client, for the purpose of using the Services.
"Administrator" means the Client or a person that Client has authorized to grant access to the Services to Authorized Users.
"Aggregate Data" means any data or insights developed, derived or aggregated from any of the following: (i) any Client Materials, Prompts and Output Data; (ii) Client's and/or its Authorized Users' and/or Client Community Members' access to and use of the Services, including usage data or trends; and (iii) any other aggregate, derivative or usage data collected or generated in connection with the Services.
"Authorized User" means an individual whom Client has authorized to access and use the Services, including by directing Anybound to provision an Account for such individual, but excluding Client Community Members.
"Client Community Member" means a third-party collaborator of Client or Client's Authorized Users who may access and use certain limited features of the Services from time to time.
"Client Materials" means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Client through the Services or to Anybound in connection with Client's use of the Services, but excluding any information, data, content or materials owned or controlled by Anybound and made available through or in connection with the Services, Prompts, and Output Data.
"Anybound IP" means the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services or any Professional Services, all improvements, modifications or enhancements thereto, and all Intellectual Property Rights in and to any of the foregoing.
"Intellectual Property Rights" means patent rights (including patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
"Order Form" means a mutually executed order form or other mutually agreed upon ordering document issued by Anybound, in each case which references this Agreement and sets forth the applicable Services and/or Professional Services to be provided by Anybound.
"Output Data" means all responses, creations or other outputs generated by any Third-Party Services, including third party generative AI programs and tools.
"Professional Services" means the implementation, managed services and/or other professional services, if any, to be provided by Anybound to Client pursuant to this Agreement.
"Prompts" means all inputs, queries or prompts, and refinements thereto, which are submitted in connection with use or operation of the Services for purposes of being submitted to Third-Party Services in connection with use or operation of the Services, which may include and be based upon Client Materials and other inputs or interactions of Client or Authorized Users with the Services.
"Services" means Anybound's proprietary hosted technology services, website at anybound.io, consulting and agency services, tools, and related offerings via which an Authorized User or user can access content, use available tools, and engage with Anybound for answer engine optimization (AEO), generative engine optimization (GEO), and related marketing purposes.
3. Services; Access and Use
Provision of Services
During the Term, and subject to the terms and conditions of this Agreement, Anybound hereby grants Client a limited, non-exclusive, non-transferable (except in compliance with Section 16(vi)), non-sublicensable, revocable right for Client's Authorized Users to access the Services and use the features and functionality available in accordance with this Agreement.
Use Restrictions
Client will not at any time and will not permit any person (including Authorized Users and Client Community Members) to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Services, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services; (iv) frame, mirror, sell, resell, rent or lease use of the Services to any other person, or otherwise allow any person to use the Services for any purpose other than for the benefit of Client in accordance with this Agreement; (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Services; (vii) circumvent any access or use restrictions; (viii) attempt to disable, impair, or destroy the Services; or (ix) access or search the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or similar data mining tools) other than software or Services features provided by Anybound for such purposes; or (x) use the Services for benchmarking or competitive analysis, or to develop, commercialize, license or sell any product, service or technology that could compete with the Services.
Authorized Users
Client will not allow any person other than Authorized Users to access or use the Services where an Account is required. Client may permit Authorized Users to access and use the Services, provided that Client ensures each Authorized User complies with all applicable terms and conditions of this Agreement and Client is responsible for acts or omissions by Authorized Users. Client will use all reasonable means to secure user names and passwords and hardware and software used to access the Services, and will immediately notify Anybound if Client knows or reasonably suspects that any user name and/or password has been compromised or of any unauthorized use of the Account.
Client Responsibilities
In connection with the provision of Professional Services, Client will: (i) provide timely access to appropriate Client personnel who will promptly grant approvals and make necessary decisions; and (ii) perform Client's duties set forth in the applicable Statement of Work (if any) through qualified personnel. Client will also make available to Anybound any systems, data, information, and materials required by Anybound to perform the Professional Services. Client is responsible for ensuring that all such materials and information are accurate and complete.
4. Third-Party Services and Software
Certain features and functionalities within the Services may allow Client, its Authorized Users, and Client Community Members to interface or interact with, access and/or use compatible third-party services, products, technology and content, including generative AI tools and related large language models maintained by third parties and the Output Data generated by such AI models and tools (collectively, "Third-Party Services") through the Services. Anybound does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. The Third-Party Services' terms will govern use of the Third-Party Services, including rights with respect to Output Data. As between Anybound and Client, subject to applicable law, to the extent Anybound has any right, title or interest in or to Output Data, Anybound will pass on such rights in those Output Data to Client.
5. Anybound's Intellectual Property Rights
Reservation of Rights. Subject to the limited rights expressly granted hereunder, Anybound reserves and, as between the Parties will solely own, the Anybound IP and all rights, title and interest in and to the Anybound IP. No rights are granted to Client hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
Feedback. From time to time Client or its employees, contractors, Client Community Members or representatives may provide Anybound with suggestions, comments, feedback or the like with regard to the Services (collectively, "Feedback"). Client hereby grants Anybound a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Anybound's business purposes, including the testing, development, maintenance and improvement of the Services.
6. Changes to the Services and This Agreement
Changes to the Services. Anybound reserves the right at any time to modify or update the Services (or any part or content thereof) or the ability to interface or interact with, access and/or use Third-Party Services, without advance notice. Anybound will use reasonable efforts to ensure that changes to the Services will not materially decrease functionality of the Services. Anybound will not be liable to you or to any third party for any modification, price change or suspension of the Services or the ability or inability to interface or interact with, access and/or use Third-Party Services.
Changes to this Agreement. This Agreement may be amended or modified by a written document executed by duly authorized representatives of the Parties; however, Anybound may also from time to time update, modify or amend this Agreement, which modifications will take effect at the next Renewal Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 14(i). If the effective date of such modifications is during your Initial Term or then-current Renewal Term and you object to the modifications, then (as your exclusive remedy) you may terminate your use of the Services upon notice to Anybound as set forth in Section 16(ii).
7. Fees and Payment
Fees. Client will pay Anybound fees set forth in the applicable Order Form (if any), in accordance with the terms of this Agreement (collectively, "Fees") and without offset or deduction. Except as otherwise provided in the relevant Order Form, Anybound will issue invoices to Client during the Term, and Client will pay all amounts set forth on any such invoice no later than fifteen (15) days after the date of such invoice, or as otherwise specified in the Order Form.
Payments. Payments due to Anybound under this Agreement must be made in U.S. dollars by wire transfer of immediately available funds to an account designated by Anybound or such other payment method as mutually agreed by the Parties. All payments are non-refundable. If Client fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Anybound may suspend or terminate Services until all payments are made in full. Client is responsible for providing complete and accurate billing and contact information and for updating Anybound of any changes.
Taxes. Client is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental authority on any amount payable by Client to Anybound hereunder, other than any taxes imposed on Anybound's income.
8. Confidential Information
Definitions. "Confidential Information" means any information that one Party (the "Disclosing Party") provides to the other Party (the "Receiving Party") in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure. The Services (other than public-facing aspects) will be deemed Confidential Information of Anybound. Confidential Information does not include information that: (i) was or has become generally known to the public through no act or failure of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is rightfully acquired by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of or access to the Disclosing Party's Confidential Information.
Confidentiality Obligations. The Receiving Party will maintain the Disclosing Party's Confidential Information in strict confidence, and will not use it except as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will not disclose any Confidential Information of the Disclosing Party, except to those employees, representatives, or contractors who have a bona fide need to know and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth herein, or as required by law (subject to reasonable advance notice to the Disclosing Party where permitted).
9. Client Materials, Data and Prompts
Retained Rights in Client Materials. Anybound acknowledges that, as between Client and Anybound, Client owns and retains all right, title and interest in and to all Client Materials, except as set forth below.
License to Anybound. Client hereby grants Anybound a non-exclusive, worldwide, royalty-free right and license (i) to use, host, reproduce, display, perform, and modify the Client Materials, and to the extent Client has any right, title or interest therein, Prompts and Output Data, for the purpose of hosting, operating, improving and providing the Services and Professional Services, and (ii) to use and modify Client Materials for purposes of developing and deriving Aggregate Data in a form that will not be disclosed to third parties in a manner that is attributable to Client. Client represents, warrants, and covenants to Anybound that no Confidential Information of Client is or will be included in any Prompts input or provided to be input into the Services. Anybound will have no liability to Client or any other person for the use or disclosure of any information or data provided as or included in any Prompt.
10. Representations and Warranties
Mutual. Each Party represents and warrants to the other that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and (ii) the execution, delivery and performance of this Agreement have been duly authorized and constitute a valid and binding agreement.
Client's Additional Representations. Client represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Client Materials as contemplated by this Agreement; and (ii) Anybound's use of the Client Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement between Client and any third party.
11. Indemnification
Anybound Indemnification. Subject to the exclusions below, Anybound will defend Client against any claim, suit or proceeding brought by a third party ("Claims") alleging that Anybound's proprietary software powering the Services infringes or misappropriates such third party's copyrights, and will indemnify and hold harmless Client against any damages and costs awarded against Client or agreed in settlement by Anybound (including reasonable attorneys' fees) resulting from such Claim.
Anybound's obligations will not apply if the underlying Claim arises from or as a result of: (i) any Client Materials, Third-Party Services or Output Data; (ii) Client's failure to use any enhancements, modifications, or updates to the Services that have been provided by Anybound; (iii) modifications to the Services by anyone other than Anybound; (iv) the act or omission of any Authorized User or Client Community Member; or (v) combinations of the Services with software, data or materials not provided by Anybound.
Client Indemnification. Client will defend Anybound against Claims arising from (i) any Client Materials or Prompts, including any Claim that the Client Materials or Prompts infringe or violate any third party's Intellectual Property Rights or other rights, or that the use or storage of Client Materials or Prompts violates any applicable law; (ii) Client's use or misuse of any Output Data; and (iii) access to or use of the Services by Client or its Authorized Users or Client Community Members in a manner not in accordance with this Agreement, and in each case will indemnify and hold harmless Anybound against any damages and costs awarded against Anybound or agreed in settlement by Client (including reasonable attorneys' fees) resulting from such Claim.
The Party seeking defense and indemnity (the "Indemnified Party") will promptly notify the other Party (the "Indemnifying Party") of the Claim and will reasonably cooperate in the defense thereof. The Indemnifying Party will have the sole right to conduct the defense, subject to the Indemnified Party's right to participate at its own expense.
12. Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, PROFESSIONAL SERVICES AND OTHER ANYBOUND IP ARE PROVIDED ON AN "AS IS" BASIS, AND ANYBOUND MAKES NO WARRANTIES OR REPRESENTATIONS TO CLIENT, ITS AUTHORIZED USERS, CLIENT COMMUNITY MEMBERS, OR TO ANY OTHER PARTY REGARDING THE SERVICES, PROFESSIONAL SERVICES, THE ANYBOUND IP, THIRD-PARTY SERVICES, OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANYBOUND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ANYBOUND DOES NOT WARRANT THAT USE OF THE SERVICES OR THIRD-PARTY SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.
The Services may permit access to third party generative AI tools. CLIENT ACKNOWLEDGES THAT THE QUALITY OF PROMPTS WILL IMPACT THE QUALITY OF OUTPUT DATA. ANYBOUND DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF OUTPUT DATA. OUTPUT DATA MAY CONTAIN INFORMATION THAT IS FALSE, MISLEADING, INACCURATE, OR WHICH INFRINGES THE RIGHTS OF THIRD PARTIES.
13. Limitations of Liability
EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CLIENT'S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE SERVICES AND PROFESSIONAL SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
IN NO EVENT WILL ANYBOUND'S TOTAL LIABILITY TO CLIENT, ITS AUTHORIZED USERS OR ANY CLIENT COMMUNITY MEMBER IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE SERVICES OR PROFESSIONAL SERVICES EXCEED THE FEES ACTUALLY PAID BY CLIENT TO ANYBOUND IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14. Term and Termination
Term. The initial term of this Agreement begins on the Effective Date and expires one year following the Effective Date, unless otherwise specified in the relevant Order Form (the "Initial Term"). If Client signed up for the Services without an Order Form, the Initial Term will be for one month following the Effective Date. Following the Initial Term, this Agreement will automatically renew for additional consecutive one-year periods (or one-month periods if no Order Form), unless either Party provides at least thirty (30) days' written notice of its intent not to renew prior to the end of the then-current term.
Termination. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement and such breach remains uncured thirty (30) days after the non-breaching Party provides written notice of such breach.
Effect of Termination. Upon expiration or termination: (i) the rights granted pursuant to Section 3 will terminate; and (ii) Client will return or destroy, at Anybound's option, all Anybound Confidential Information in its possession or control. No expiration or termination will affect Client's obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Client to any refund.
15. Trademarks
Client hereby grants Anybound a limited, non-exclusive, royalty-free license to use and display Client's name, designated trademarks and associated logos (the "Client Marks") during the Term in connection with (i) the hosting, operation and maintenance of the Services; and (ii) Anybound's marketing and promotional efforts, including by publicly naming Client as a customer and in case studies. All goodwill generated by Anybound's use of the Client Marks inures to the exclusive benefit of Client.
16. General
Entire Agreement. This Agreement, together with corresponding Order Forms, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any prior or contemporaneous agreements, communications and understandings.
Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be sent to the relevant address set forth in the Order Form or to the contact information at anybound.io or hello@anybound.io, or to such other address as may be specified by the relevant Party. Notices will be deemed given when delivered personally, one (1) business day after deposit with a nationally recognized express courier, when sent by email (on the date sent without bounce back if during normal business hours, otherwise the next business day), or three (3) business days after sent by registered or certified mail.
Waiver. Either Party's failure to enforce any provision will not constitute a waiver of future enforcement of that or any other provision. No waiver will be effective unless in writing and signed by the Party granting the waiver.
Severability. If any provision is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.
Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein.
Assignment. Neither Party may assign or transfer this Agreement without the other Party's prior written consent, except that Anybound may assign or transfer this Agreement to a third party that succeeds to all or substantially all of Anybound's business and assets relating to the subject matter of this Agreement.
Force Majeure. Neither Party will be responsible for any failure or delay in performance (except payment obligations) due to causes beyond its reasonable control, including labor disputes, strikes, pandemics, governmental orders, war, terrorism, or acts of God.
Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency relationship. No provision is intended to confer any rights upon any person other than the Parties and their respective successors and assigns.
Contact Us
If you have any questions about this Agreement or our Services, please contact us at: hello@anybound.io.
You may also visit our website at anybound.io for more information.