Bohemic Labs Platform Terms of Service

This Agreement governs your use, the use by the company or entity on whose behalf you entered this Agreement or that is otherwise identified on the applicable Order Form ("Client"), and the use by Client Community Members as defined below, of the Services as made available by Bohemic Labs, Inc. ("Bohemic Labs"). Bohemic Labs and Client may be referred to herein collectively as the "Parties" or individually as a "Party".

This Agreement is effective, and you agree to be bound by this Agreement, as of the date you first click a button titled Log In or something similar, of the Order Form Date specified on the applicable Order Form incorporating this Agreement, or 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.

"Account" means an online account registered by Client or Administrator, or by Bohemic Labs 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) Clients and/or its Authorized Users and/or Client Community Members access to and use of the Services, including, without limitation, any usage data or trends with respect to the Services; 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 Bohemic Labs to provision an Account for such individual, but excluding Client Community Members.

"Client Community Member" means a third-party collaborator of Client or Clients 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 Bohemic Labs in connection with Client's use of the Services, but excluding, for clarity, (a) any information, data, data models, content or materials owned or controlled by Bohemic Labs and made available through or in connection with the Services, (b) Prompts, and (c) Output Data.

"Bohemic Labs 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 to, or derivative works of, the foregoing regardless of inventorship or authorship, and all Intellectual Property Rights in and to any of the foregoing.

"Intellectual Property Rights" means patent rights including, without limitation, 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 Bohemic Labs, in each case which references this Agreement and sets forth the applicable Services and/or Professional Services to be provided by Bohemic Labs.

"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 Bohemic Labs 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 Bohemic Labs' proprietary hosted technology services via which an Authorized User can use available tools to research topics, organize and optimize written marketing content, and monitor content's performance over time for search engine ranking optimizing and related marketing purposes.

Provision of Services

During the Term, and subject to the terms and conditions of this Agreement, Bohemic Labs 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 to use, and permit Authorized Users to use the Services in accordance with the terms of this Agreement.

Use Restrictions

Client will not at any time and will not permit any person, including, without limitation, Authorized Users and Client Community Members, to, directly or indirectly:

1. Use the Services in any manner beyond the scope of rights expressly granted in this Agreement.
2. Modify or create derivative works of the Services, in whole or in part.
3. Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part.
4. 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 and to Client Community Members to the limited extent expressly permitted by this Agreement.
5. 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 stores, shares or transmits content which is unlawful, infringing, harmful or that violates any person's rights, including privacy rights and Intellectual Property Rights, or any other manner or for any other purpose that violates any applicable law.
6. Interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby.
7. Circumvent any access or use restrictions put into place to prevent certain uses of the Services.
8. Attempt to disable, impair, or destroy the Services.
9. Access or search the Services or download any data or content contained therein or transmitted thereby through the use of any engine, software, tool, agent, device or mechanism, including spiders, robots, crawlers or any other similar data mining tools, other than software or Services features provided by Bohemic Labs for use expressly for such purposes.
10. Use the Services, or any other Bohemic Labs Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services.

Authorized Users

Client will not allow any person other than Authorized Users to access or use the Services. 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 in connection with their access to and use of the Services. Client will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will immediately notify Bohemic Labs if Client knows or reasonably suspects that any username and/or password has been compromised or of any unauthorized use of the Account.

Client Community Members

The Parties acknowledge that Client Community Members may have access to certain limited features of the Services, solely to the extent contemplated by or enabled by functionality of the Services as Bohemic Labs may determine from time to time at its sole discretion. Client may permit Client Community Members to access such designated features and functionality of the Services, provided that Client is responsible for all acts or omissions by Client Community Members in connection with their use of the Services, the Client Community Members' compliance with the terms and conditions of this Agreement, and Client Community Members' compliance with the terms of the acceptable use notice here available at Bohemic Labs Acceptable Use Notice.

Community Acceptable Use Terms

Client acknowledges and agrees that the functionality and features of the Services accessible to Client Community Members may permit Client Community Members to view, modify and update Client Materials or other information accessible to Authorized Users via the Services. Client is solely responsible for verifying the contributions of Client Community Members. Bohemic Labs is not responsible for any conduct of Client Community Members. Client agrees to promptly report any known violations of the terms of this Agreement or the Community Acceptable Use Terms by any Client Community Member to Bohemic Labs.

Professional Services

Subject to Client's cooperation and assistance, including as described in Section 3.vi, Bohemic Labs will provide the professional services described in one or more statements of work entered into by the Parties under this Agreement for the performance of managed services ("Professional Services"). Each such statement of work ("Statement of Work") will specifically identify this Agreement, and when executed by both Parties, will form a part of this Agreement and be subject to the terms and conditions contained here. Bohemic Labs will use commercially reasonable efforts to perform the Professional Services described in each executed Statement of Work in accordance with the terms and conditions set forth in such Statement of Work and this Agreement. Bohemic Labs will perform Professional Services in a professional and workmanlike manner.

Client Responsibilities

In connection with the provision of Professional Services, Client will:

1. Provide timely access to appropriate Client personnel who will promptly grant approvals and otherwise make any necessary decisions with respect to the Professional Services provided by Bohemic Labs.
2. Perform Client's duties set forth in the applicable Statement of Work if any, in each case through qualified personnel who are capable of performing Client's duties and tasks under the Agreement.
3. Make available to Bohemic Labs any systems, data, information, and any other materials required by Bohemic Labs to perform the Professional Services in a Statement of Work.
4. Ensure that all such materials and information are accurate and complete such that Bohemic Labs will not be required to independently test, verify or audit such information.

Access to Certain Client Materials by Authorized Users

Client acknowledges and agrees that each Account user, including Authorized Users, may access any and all Client Materials. Client is solely responsible for ensuring each prospective Authorized User is permitted to access or view such Client Materials prior to such individual being designated an Authorized User and provided an Account.

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. Bohemic Labs 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 Bohemic Labs and Client, subject to applicable law, to the extent Bohemic Labs has any right, title or interest in or to Output Data, Bohemic Labs will pass on such rights in those Output Data to Client.

Reservation of Rights

Subject to the limited rights expressly granted hereunder, Bohemic Labs reserves and, as between the Parties, will solely own, the Bohemic Labs IP and all rights, title and interest in and to the Bohemic Labs 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 Bohemic Labs with suggestions, comments, feedback or the like with regard to the Services (collectively, "Feedback"). Client hereby grants Bohemic Labs a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Bohemic Labs's business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.

Changes to the Services

Bohemic Labs reserves the right to at any time 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. Other than with respect to Third-Party Services, Bohemic Labs will use reasonable efforts to ensure that changes to the Services will not materially decrease functionality of the Services. Bohemic Labs 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, Bohemic Labs 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. In some cases, Bohemic Labs may specify that amendments or modifications to this Agreement become effective during your Initial Term or then-current Renewal Term. 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 Bohemic Labs as set forth in Section 16.ii.

Fees

Client will pay Bohemic Labs fees set forth in the applicable Order Form, if any, in each case, in accordance with the terms of this Agreement (collectively, "Fees") and without offset or deduction. Except as otherwise provided in the relevant Order Form, Bohemic Labs will issue monthly 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.

Payments

Payments due to Bohemic Labs under this Agreement must be made in U.S. dollars by wire transfer of immediately available funds to an account designated by Bohemic Labs or such other payment method as contemplated in this Agreement or mutually agreed by the Parties. All payments are non-refundable, and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. 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 Bohemic Labs may suspend or terminate Services until all payments are made in full. Client will reimburse Bohemic Labs for all reasonable costs and expenses incurred, including reasonable attorneys' fees, in collecting any late payments or interest. Client is responsible for providing complete and accurate billing and contact information and to update Bohemic Labs of any changes to such information.

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 regulatory authority on any amount payable by Client to Bohemic Labs hereunder, other than any taxes imposed on Bohemic Labs' income. Without limiting the foregoing, in the event that Client is required to deduct or withhold any taxes from the amounts payable to Bohemic Labs hereunder, Client will pay an additional amount, so that Bohemic Labs receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

Definitions

As used herein, "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 to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services other than the public-facing aspects and features made available by Bohemic Labs to Client Community Members will be deemed Confidential Information of Bohemic Labs. However, Confidential Information will not include any information or materials that:

1. were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party;
2. were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party;
3. are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or
4. are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.

Confidentiality Obligations

The Receiving Party will maintain the Disclosing Party's Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except:

1. to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement; or
2. as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.