These DeepIntent Cora Terms (“Cora Terms”) shall govern your access and use of the DeepIntent CoraTM product (“Cora”). These Cora Terms form a part of and incorporate by reference the terms of any service agreement(s) between you and DeepIntent, Inc. (collectively, “Agreement(s)”). For the purpose of these Cora Terms, “we”, “our”, and “DeepIntent” means DeepIntent, Inc; “you”, “your”, and “Company” means the Company identified in the Agreement(s); “Party” shall mean a party to the Agreement(s); and “us” or “Parties” shall mean both Parties collectively. Any terms used but not defined in these Cora Terms shall have the meaning ascribed in the Agreements.
- Services. Company’s use and access of Cora and Cora Data shall at all times comply with DeepIntent’s service guidelines (“Service Guidelines”), which shall include, without limitation, Data Use Terms and AI Guidelines, the terms of which are incorporated herein. DeepIntent reserves all rights not expressly granted hereunder, including the right to continually evolve, discontinue or otherwise modify Cora, the Cora Terms, and all related technologies, features, functionalities, components, or content therein. Company agrees and acknowledges that DeepIntent is the sole owner of Cora, and Company’s continued access and/or use of Cora constitutes your acknowledgement and acceptance of the latest version of Cora and the Cora Terms. Company further agrees that DeepIntent shall own any suggestion, input, enhancement request, recommendation, correction, specification or other feedback that Company provides in relation to Cora, and all derivatives and/or incorporations of such into Cora or DeepIntent’s Services (collectively, “Services Feedback”).
- Data and AI Use Obligations.
- Data provided by or otherwise generated using Cora (“Cora Data”) shall be considered DeepIntent Data and part of DeepIntent IP, as those terms are defined under the Agreements.
- Subject to the restrictions herein (including, without limitation, the Data Use Terms and AI Guidelines), the Permitted Purposes for Company’s use of Cora Data shall be limited to internal use only and solely for the following purposes: (i) Generating and/or creating audience segments using Cora; (ii) Activating created audience segments within DeepIntent’s Platform(s); (iii) Creating and/or modifying new or existing advertising campaigns being run on DeepIntent’s Platform(s); (iv) Analyzing campaign performance and creating aggregated reports using Cora Data.
- Company’s use, offboarding, and/or sharing of an audience in relation to Cora shall be subject to the DeepIntent Audience Offboarding Terms.
- Company shall not, and shall not allow any third parties to, use DeepIntent IP, Personal Information, or DeepIntent’s Confidential Information, or any derivatives thereof, to (whether directly or indirectly) create, train, test, develop, or otherwise improve any AI (including, without limitation, any AI product or service, AI systems or platforms, algorithm, architecture, model, weight, or similar technology).
- Company represents and warrants that it has all rights, licenses, and permissions for any data it inputs into Cora.
- Designated Users. Company shall ensure that access to Cora and Cora Data (including, without limitation, outputs and collaborations from Cora) is limited only to Designated Users. Company may request access to third-parties as a Designated User. Such access shall not be valid unless with prior mutual written agreement between the Parties (email is sufficient), and such third party having an existing active Platform Access Agreement or a Master Demand Services Agreement with DeepIntent during the entirety of its access to Cora and Cora Data. Company shall be fully liable for all acts and omissions of all such third-parties, and Company shall be fully responsible for ensuring that its third-party Designated Users have met all such contractual requirements and comply with all obligations herein.
- Fees and Payment. Any fees and costs (collectively, “Fees”) for Cora shall be displayed on the Platform or otherwise provided in prior writing by DeepIntent. Unless otherwise provided in a Cora product agreement, Company shall pay DeepIntent all Fees within thirty (30) days of the date of DeepIntent’s invoice. Company is responsible for paying all applicable sales, use or other taxes or duties, tariffs, etc. applicable to the Services. DeepIntent reserves the right to add and/or modify the Fees for any tools or services offered on the Platform in its sole discretion via prior notice on the Platform and/or other prior written communication to Company in writing (including via email). DeepIntent reserves the right to charge the higher of the legal maximum interest rate or 1.5% on any payments delayed past each invoice due date.
- Term and Termination. These Cora Terms shall begin on the first date of Company’s access or use of Cora and shall, unless earlier terminated as provided herein, continue in full force and effect co-terminously with the Term of the Agreement. Termination or expiration of the Agreement shall automatically terminate these Cora Terms without need for separate notice. DeepIntent may terminate Company’s use of Cora and/or Cora Data for any reason with five (5) days prior written notice. Upon expiration or termination of the Agreement or Company’s use of Cora, Company shall, and shall instruct and ensure that all Designated Users, immediately cease using Cora and delete all Cora Data. Notwithstanding the above, Company’s payment obligations shall survive the termination or expiration. DeepIntent reserves the right to immediately suspend Company’s or any Designated User’s use and/or access to Cora and Cora Data (whether in part or in whole) in its sole discretion, including, without limitation, for a security concern, if DeepIntent reasonably believes that Company has breached these Cora Terms or an Agreement.
- Confidential Information. All proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant to these Cora Terms shall be deemed to be confidential information of the Disclosing Party ("Confidential Information"). For the avoidance of doubt, DeepIntent Data, the Platform, DeepIntent IP, and any data or information made accessible via the Platform or otherwise provided by DeepIntent, whether directly or indirectly, are DeepIntent’s Confidential Information. Neither Party shall use or disclose to any third party any Confidential Information of the other Party, except as specifically permitted herein; provided, however, this restriction will not apply to any Confidential Information that: (i) is or becomes publicly available through no breach by the Receiving Party; (ii) was previously known to the Receiving Party prior to the date of disclosure, as evidenced by contemporaneous written records; (iii) was acquired from a third party without any breach of any obligation of confidentiality; (iv) was independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party; or (v) is required to be disclosed pursuant to a subpoena or other similar order of any court or government agency, provided, however, that the Receiving Party upon receiving such subpoena or order shall (a) promptly inform the Disclosing Party in writing and provide a copy thereof, (b) cooperate with the Disclosing Party in limiting disclosure of the Disclosing Party’s Confidential Information, and (c) only disclose that Confidential Information necessary to comply with such subpoena or order. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information from unauthorized use or disclosure using the same standard of care, but no less than a reasonable standard of care, as Receiving Party uses to protect its own confidential information of like nature. Any third party to whom disclosure is made by the Receiving Party shall be instructed as to the confidentiality of the Confidential Information and be under an agreement binding such individual to protect such Confidential Information from further disclosure consistent with the terms of these Cora Terms. Receiving Party shall disclose to the Disclosing Party as soon as reasonably possible after it becomes informed of any unauthorized disclosure or use of Confidential Information pursuant to these Cora Terms. Receiving Party shall be fully responsible for any unauthorized disclosure or use of Disclosing Party's Confidential Information by Receiving Party's third parties. The Parties agree that any violation or threatened violation of this Section will cause irreparable injury to the Disclosing Party for which money damages would be an insufficient remedy, therefore the Disclosing Party will be entitled to seek injunctive relief, without the necessity of posting bond or proving actual damages, in addition to other appropriate legal remedies.
- Additional Representations and Warranties. In addition to any representations and warranties in the Agreement(s) between the Parties, Company represents and warrants that: it will comply with, and shall ensure that any third parties with whom it shares DeepIntent Data shall: (i) comply with the terms of these Cora Terms; (ii) comply with all Applicable Laws applicable to the DeepIntent Data it processes in relation to these Cora Terms; (iii) it has provided, or caused to be provided, all notices and has obtained all consents, permissions and rights required to fully and completely perform its obligations under these Cora Terms; and (iv) the execution of the Agreements and these AI do not and will not violate any agreements which it has with third parties or any Applicable Laws.
- Disclaimer. CORA AND CORA DATA IS PROVIDED “AS IS” AND “AS AVAILABLE”. DEEPINTENT SHALL NOT HAVE ANY LIABILITY TO COMPANY, THE DESIGNATED USERS, OR ANY THIRD PARTY AFFILIATED WITH OR RETAINED BY COMPANY, OR ITS USERS’ USE OF OR RELIANCE ON CORA OR CORA DATA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEEPINTENT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES: (A) WITH RESPECT TO CORA OR ANY CORA DATA, OUTPUTS GENERATED, DERIVED FROM, OR OTHERWISE BASED UPON COMPANY’S USE OF CORA AND CORA DATA; (B) THAT CORA WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE OR FREE FROM HARMFUL COMPONENTS OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (C) THAT CORA WILL MEET COMPANY'S REQUIREMENTS OR EXPECTATIONS; (D) THAT CORA DATA OR ANY OUTPUT FROM CORA WILL BE ACCURATE, COMPLETE, RELIABLE AND/OR FREE FROM LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION, INCLUDING IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (D) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) OTHERWISE RELATING TO FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR COURSE OF DEALING OR PERFORMANCE. Moreover, Company acknowledges that Cora may incorporate artificial intelligence and machine learning technologies, including large language models, that may generate outputs that are inaccurate, incomplete, misleading, or inconsistent with current facts or information (commonly referred to as "hallucinations"). Company shall not rely on any factual assertion contained in AI-generated outputs without first independently verifying such assertion's accuracy. Company assumes all risk arising from its use of or reliance on Cora, Cora Data, and any outputs derived from Cora and/or Cora Data. Outputs that appear accurate by virtue of their specificity or detail may nevertheless contain material inaccuracies. In connection with any agentic or automated workflows in which AI-generated outputs may inform or trigger actions with limited human review, Company assumes sole responsibility for implementing oversight mechanisms commensurate with the risk and consequence of such actions and shall not permit such outputs to serve as the sole basis for any material business, clinical, regulatory, or legal decision.
- Limitations of Liability and Indemnification. IN NO EVENT SHALL DEEPINTENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF INCOME, REVENUE, PROFITS, OR GOODWILL) ARISING UNDER OR RELATED TO CORA OR ANY OUTPUTS GENERATED, DERIVED FROM, OR OTHERWISE BASED UPON COMPANY’S USE OF CORA EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. In addition to any indemnification obligations under the Agreement(s) between the Parties, Company agrees to indemnify, defend and hold harmless DeepIntent and its directors, officers, shareholders, employees, members, agents, and their respective successors in interest from and against any claim, action, suit, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorneys’ fees, experts’ fees and court costs, whether or not a lawsuit is brought, arising out of any third party claim related to Company’s negligence, willful misconduct, and/or breach or alleged breach of its obligations, and/or representations and warranties under these Cora Terms. DeepIntent’s total aggregate liability for all claims arising out of or related to Cora shall not exceed $50,000. All remedies available to each Party will apply to Third Parties, including injunctive relief, and Company will reasonably assist DeepIntent in enforcing its rights and remedies against such Third Parties.
- Audit. DeepIntent may, from time to time, send due diligence questionnaires to evaluate Company’s use or provision of DeepIntent Data and/or DeepIntent IP. Company shall promptly respond to such due diligence questionnaires and provide full, complete, and accurate answers. In addition, DeepIntent shall have the right, upon at least seven (7) days’ notice to audit Company's compliance with these Cora Terms, and Company shall reasonably cooperate with such requests. Company reserves the right to exercise any rights or remedies available to it arising from Company’s noncompliance. Moreover, in the event an audit reveals that Company failed to comply with the Cora Terms, Company shall reimburse DeepIntent for the cost of the audit.
- Non-Circumvention. Company and its representatives shall not use any DeepIntent Data, whether directly or indirectly, for any purposes competitive to DeepIntent (including, without limitation, developing a product that is competitive to any DeepIntent offerings, services, or products).
- Miscellaneous. These Cora Terms will be governed and construed, to the extent applicable, in accordance with New York state law and the sole and exclusive venue of any claims arising out of or in connection with this Agreement shall be resolved in courts of competent jurisdiction in New York. These Cora Terms shall form a part of the Agreement, the terms of which are incorporated by reference into these Cora Terms. In the event of conflict, the order of precedence shall be as follows to the extent of such conflict: (i) the Cora Terms; (ii) the applicable Service Guideline(s); and then the Agreements. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement(s). DeepIntent reserves the right to update these Cora Terms from time to time. If any provision of these Cora Terms is unenforceable, the validity of the remaining provisions will not be affected.
