We are very delighted that you have shown interest in our enterprise. Data protection is of a particularly high priority for the management of the deepset GmbH.
These deepset Cloud Terms and Conditions (“Terms and Conditions”) are between Deepset, Inc., a Delaware corporation, located at 80 Broad Street, 5th Floor, New York City 10004, New York (USA) (if Customer is located in the United States of America) or deepset GmbH c/o Spaces Spindlershof Wallstraße 9-13 10179 Berlin (if Customer is located outside of the United States of America) (“deepset”), and the client listed on the Order Form(“Customer”), and are effective as of the effective date stated on the first Order Form (the “Effective Date”) or the date Customer first starts using the Services, whichever is earlier. deepset and Customer are each a “party” and together the “parties”
1.1 The following terms (and their grammatical variants provided the initial letter is capitalized), when used in these Terms and Conditions or an Order Form will have the following meanings:
“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of fifty percent (50%) or more of the voting power or equity in an entity or under English law, the legal power to direct or cause the direction of the general management, of the company, partnership or other legal entity.
“AI Applications” means artificial intelligence applications created by Customer using the Services.
“Authorized Users” means those employees and other personnel of Customer who Customer permits to use the Services, who have created an account with deepset to use the Services and who are identified and named as users of the Services on their respective accounts.
“Background IP” means any Intellectual Property used by deepset with its customers generally, including all Intellectual Property created, developed or conceived by or on behalf of deepset: (a) prior to the Effective Date; or (b) independently of any Order Forms.
“Bespoke Configurations” means language models, training data and natural language programming pipeline configurations created or fine-tuned specifically for Customer using Customer Data.
“Claim” has the meaning given to it in Section 7.1.
“Commercially Reasonable Efforts” means with respect to activities of a party, those efforts and resources typically used by that party to achieve or fulfill a similar objective or obligation that was in its own interest in similar circumstances but in any event no less than the effort and resource that would be used by a similar company acting reasonably in such circumstances, provided, however, that the party will not be required to sacrifice its commercial interests in order to achieve or fulfil such objective.
“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which: (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by receiving party without use of or reference to the disclosing party’s Confidential Information.
“Contract Year” means each successive twelve (12) calendar month period commencing on the Effective Date or an anniversary thereof.
“Customer Data” has the meaning given to it in Section 2.3.1(a).
“Data Protection Laws” means all applicable legislation relating to data protection and privacy.
“Documentation” means the documentation for the Services produced by deepset and delivered or made available by deepset to Customer.
“Fees” has the meaning given to it in Section 3.1.
“Force Majeure Event” has the meaning given to it in Section 11.14.
“Foreground IP” means any Intellectual Property created, developed or conceived by or on behalf of deepset as a result of any Professional Services but excluding Bespoke Configurations.
“Index” means the: (a): German Verbraucherpreisindex (VPI) if Customer is based in the EEA; (b) UK Retail Price Index if Customer is based in the UK; or (c) Consumer Price Index for All Urban Consumers (CPI-U) published by the United States Department of Labor, Bureau of Labor Statistics if Customer based in any other territory.
“Initial Service Term” means the initial service term stated on the Order Form.
“Intellectual Property” means all patents, rights to inventions, copyright and related rights, moral rights, database rights, trademarks and tradenames, rights to goodwill and to sue for passing off, rights in designs, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals and extensions of and rights to claim priority from such rights and all similar or equivalent rights and forms of protection which subsist or will subsist now or in the future in any part of the world.
“Liable” and “Liability” means any liability arising under, out of or in connection with these Terms and Conditions and any Order Form, whether or not foreseeable or in the contemplation of the parties at any time, in or under contract, tort (including negligence), breach of statutory duty, misrepresentation, indemnity, restitution or otherwise.
“Order Form” means an online order form, quote or other similar digital document or web-based process entered into by each of the parties (or its Affiliate) that references these Terms and Conditions and sets forth the specific subscription length for the Services, pricing thereof and other commercial terms and is executed by both parties.