Emergence AI Terms of Service

1.1. Access Rights. During the Term and subject to the terms and conditions of this Agreement and an applicable Order (if any), Emergence grants Customer a non-exclusive, non-transferable right (a) for its Authorized Users to access and use the Services and Documentation for Customer’s internal business purposes; and (b) to integrate the Services into Customer Applications for use by End Users.
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1.2. Use Restrictions. Customer shall be responsible for its End Users’ compliance with this Agreement and any acts or omissions that would constitute a breach of this Agreement if done by Customer. Customer shall not and shall not permit End Users to:

1.1.1. copy, modify, create derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to extract any (i) source code of the Services, (ii) training data, weights, or other components of artificial intelligence models used to provide the Services, or (iii) data from the Services other than as permitted through the APIs;
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1.1.2. rent, lease, resell, distribute, provide access to, or sublicense access to any of the Services except as integrated into a Customer Application as permitted herein;
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1.1.3. access or use the Services (including use of any Outputs) (i) for any unlawful purpose, (ii) for any High Risk Activities, (iii) in violation of third party rights, including intellectual property or publicity rights, (iv) to develop any product or service competitive with any Service or other Emergence offering, including competing artificial intelligence models, or (v) beyond the scope of the rights granted herein or in conflict with any use guidelines in the Documentation or Acceptable Use Policy (incorporated herein as Exhibit A, as it may be updated from time to time);
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‍1.1.4. interfere with the integrity or performance of the Services;
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‍1.1.5. make account access credentials available to third parties or share individual login credentials across multiple users on an account;
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1.1.6. access or use the Services in excess of any usage metrics and limits set forth in an Order or Documentation; or
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1.1.7. publicly disseminate information regarding the performance of the Services without the prior written consent of Emergence.
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1.1.8. Additional restrictions for specific Services may be set forth in an Order.

1.3. Outputs. Customer is authorized to use Outputs subject to the Agreement, including the Acceptable Use Policy and the restrictions herein. Customer is solely responsible for obtaining any necessary rights or licenses to exploit the Outputs.
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‍1.4. Suspension of Services. Emergence reserves the right to suspend Customer's access to the Services if Emergence reasonably suspects or determines that Customer's use of the Services:

1.4.1. poses an unacceptable risk to the security or functionality of the Services;
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1.4.2. may subject Emergence, Customer, or any third party to liability, risk, or danger;
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1.4.3. may be fraudulent or illegal; or
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1.4.4. violates the Acceptable Use Policy, restrictions, or other terms in this Agreement or Documentation.

1.5. Trials and Betas. Emergence may offer optional Trials and Betas of the Services or features of Third-Party Services. Use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated by Emergence on the Order (or 30 days if not designated). Either party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that are never released. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EMERGENCE WILL HAVE NO LIABILITY, WARRANTY, INDEMNITY, SUPPORT OR ANY OTHER OBLIGATIONS WITH RESPECT TO TRIALS AND BETAS.
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1.6. Service Level Agreements. Emergence will adhere to the Service Level Agreement (“SLA”) made available to Customer, if any.

2.1. Ownership; Use Rights. Subject to the provisions herein, as between Emergence and Customer, Customer retains all right, title, and interest in and to the Customer Data. Customer hereby grants to Emergence a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, store, modify, create derivative works of, and otherwise use the Customer Data solely to the extent necessary to provide, improve, or maintain the Services to Customer or as otherwise permitted under this Agreement or an applicable Order.
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2.2. Compliance. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer will be fully responsible for any Customer Data submitted to the Services by any End User as if it was submitted by Customer.
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‍2.3. Personal Data and Data Protection. If Customer submits any Personal Data to Emergence in connection with Customer's use of the Services, whether as part of Inputs or otherwise, in addition to Customer’s obligations in Section 2.2, Customer shall be solely responsible for providing all legally adequate privacy notices and disclosures and collecting all necessary consents for the processing of such Personal Data by the Services, including, without limitation, all disclosures or consents required pursuant to the Family Educational Rights and Privacy Act, the Children's Online Privacy Protection Act, privacy and/or data protection laws in effect across the United States, the European Union’s General Data Protection Regulation (“GDPR”), and any other applicable jurisdiction’s laws related to the collection and processing of Personal Data. Customer shall be solely responsible for its collection and processing of such Personal Data in compliance with applicable law. Customer agrees that all Personal Data shall be processed by Emergence in accordance with the DPA.
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2.4. Security Safeguards. Emergence shall implement and maintain reasonable technical and organizational security measures in accordance with those outlined in the DPA. Emergence will have no responsibility for errors in transmission, unauthorized third-party access where Emergence remains in compliance with the security measures outlined in the DPA, or other causes beyond Emergence’s control.

3.1. Services Overview. The Services incorporate and make available components of Emergence's and third-party machine learning models and other artificial intelligence capabilities for Customer's use.
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3.2. Training Restriction. Emergence will use Customer Data (including Inputs) or Outputs to train or improve artificial intelligence models pursuant to any settings chosen by Customer in the User Portal.
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3.3. Outputs; AI Results Disclaimer. Artificial intelligence is an emerging technology and Outputs may be unreliable, inaccurate, or incomplete. Customer assumes sole responsibility for verifying, validating, and testing Outputs before any use, including as part of any Customer Application. Customer acknowledges that Outputs provided to Customer may be similar or identical to Outputs independently provided by Emergence to others.
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3.4. Usage Analysis. Notwithstanding anything to the contrary herein, Emergence may monitor use of the Services and collect aggregated technical data for purposes such as security, service improvement, abuse prevention, and compliance monitoring.
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3.5. Enforcement of Rights. Notwithstanding any other provision of this Agreement, Emergence may access, use, and analyze Outputs, Customer Data (including Inputs), system performance data, and other usage information, as reasonably necessary for the purposes of security, safety, and compliance with applicable law or to defend its rights under this Agreement or applicable law.

4.1. Third-Party Services. Emergence may incorporate or make available certain third-party software, services, data, networks, systems, or information (“Third-Party Services”) for use in conjunction with the Services. Third-Party Services are provided on an “as-is” and “as available” basis without warranties of any kind.
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4.2. Third-Party Terms. The Services may support integrations with Third-Party Services. Customer agrees to comply with all applicable third-party terms, conditions, privacy policies, and agreements governing use of Third-Party Services (“Third-Party Terms”), including those identified in Documentation, the Services, or the Listing of Third-Party Terms (incorporated herein as Exhibit B). Customer is responsible for maintaining accounts for Third-Party Services if required by the Third-Party. Customer acknowledges and agrees that Emergence has no responsibility or liability for any Third-Party Services, including their accuracy, reliability, availability, and how they use or process Customer Data. Emergence may disable integrations of the Services with any Third-Party Service at any time with or without notice to Customer.

5.1. Ownership; Outputs. Emergence owns all right, title and interest in and to the Services, Documentation, and Feedback (as defined below), including in each case all associated Intellectual Property Rights. Customer owns all right, title and interest in and to Customer’s environment and Customer Data. Emergence assigns to Customer all right, title, and interest, if any, in the Outputs, provided that, as between Customer and Emergence, Emergence makes no claims of ownership over any intellectual property rights (including, but not limited to, copyrights, patents, trademarks, or trade secrets) arising from or related to the Outputs. Except for the rights expressly granted by one party to the other in this Agreement, all rights are reserved by the granting party.
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5.2. Customer Feedback. At its election, Customer may provide feedback or suggestions to Emergence regarding the Services (“Feedback”). Emergence may use Feedback without restriction and without any obligations to Customer.

6.1. Fees. If applicable, Customer shall pay Emergence the fees (“Fees”) for the Services as set forth in each applicable Order. Unless otherwise expressly provided, all Fees are quoted and payable in United States dollars.
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6.2. Payment. Unless otherwise specified in an Order, Customer shall pay all Fees within thirty (30) days from the date of invoice. Past due balances may be subject to interest at a rate of 1.5% per month. Emergence may suspend Customer’s access to the Services after providing written notice, email sufficient, of late payment.
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6.3. Taxes. Fees are exclusive of any sales, use, excise, value added or other applicable taxes, which shall be the responsibility of Customer (excluding taxes on Emergence’s income).
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6.4. Fee Adjustments. Emergence may increase recurring Services Fees by giving notice prior to the next recurring commitment period.

7.1. Term of Agreement. This Agreement starts on the Effective Date and continues until the end of all Subscription Terms, unless sooner terminated in accordance with its terms (the “Term”). Any Subscription Term will renew for successive periods of the same duration unless (a) the parties agree on a different renewal term in an Order or (b) either party notifies the other of non-renewal at least 30 days prior to the end of the current Subscription Term. If no Subscription Term is in effect, either party may terminate this Agreement for any or no reason with written notice (email sufficient) to the other party.
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7.2. Termination. In addition to any other express termination right set forth in this Agreement either party may terminate this Agreement if the other party (a) fails to cure a material breach of this Agreement within 15 days after written notice, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. In the event Emergence discontinues a Service, Emergence may terminate this Agreement with respect to such Service upon notice; provided, however, that Emergence shall refund any amounts paid in advance by Customer for the period following such termination. Emergence may terminate this Agreement immediately with notice if Emergence reasonably determines that Emergence’s provision of the Services to Customer is prohibited by applicable law.
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7.3. Effect of Termination. Upon expiration or earlier termination of this Agreement: (a) all rights and subscriptions granted to Customer under this Agreement shall terminate immediately; (b) each party shall promptly return or destroy at the disclosing party's election all Confidential Information of the disclosing party; and (c) any accrued payment obligations, Sections 6, 7.3, and 8-12, and any provision that must survive to fulfill its essential purpose shall survive such termination or expiration.

8.1. Definition. “Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other party (“Recipient”) during the Term that is designated confidential or would reasonably be considered confidential based on the circumstances of disclosure and the nature of the information. Services and Documentation are Confidential Information of Emergence. Customer Data is Confidential Information of Customer.
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8.2. Exclusions. Confidential Information does not include information that: (a) is or becomes generally publicly available through no fault of the Recipient; (b) was rightfully known to Recipient before receipt from Discloser without a duty of confidentiality; (c) is rightfully disclosed to Recipient by a third party without restriction on disclosure; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.
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‍8.3. Protection of Confidential Information. Recipient shall not (a) use Discloser’s Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement or as required by law; or (b) disclose such Confidential Information except to its employees, contractors, or agents that have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.
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8.4. Compelled Disclosures. The Recipient may disclose Confidential Information to the extent required by law or court order provided the Recipient provides advance written notice to the Discloser (if legally permissible) to allow the Discloser to contest disclosure or obtain a protective order.

9.1. By Emergence. Emergence represents and warrants that it: (a) has the authority to enter into this Agreement; and (b) will comply with all applicable laws, rules, and regulations in performance of its obligations under the Agreement.
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9.2. By Customer. Customer represents and warrants that Customer: (a) has the authority to enter into this Agreement and its performance does not violate any other agreement; (b) has all rights, permissions, consents, and licenses in the Customer Data necessary to grant the rights contemplated by this Agreement and use the Services, including for Emergence to process the Customer Data; (c) in its use of the Services, Customer will comply with all applicable laws, rules, and regulations, the Acceptable Use Policy, and any applicable terms of services, privacy policies, or other agreements governing the use of Third-Party Services; and (d) will not use the Services for any prohibited activities specified herein, including in Section 1.2 (Use Restrictions).
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9.3. Disclaimer. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE SERVICES AND OUTPUTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. EMERGENCE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT: (A) EMERGENCE DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT OUTPUTS ARE ACCURATE, COMPLETE, OR CURRENT; (B) OUTPUTS ARE PRODUCED BY AN ARTIFICIAL INTELLIGENCE SYSTEM AND MAY BE BASED ON LIMITED DATA, MAY BE BIASED, INCORRECT, OR INCOMPLETE, AND ARE NOT A REPLACEMENT FOR PROFESSIONAL JUDGMENT OR INDEPENDENT REVIEW; (C) CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, VALIDATING, AND VERIFYING ANY OUTPUTS PRIOR TO USE FOR ANY PURPOSES INCLUDING IN ANY CUSTOMER APPLICATION; (D) THE OUTPUTS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES, AND ALL USE IS AT CUSTOMER'S OWN RISK; AND (E) EMERGENCE SHALL NOT BE LIABLE FOR ANY USE OF THE OUTPUTS BY CUSTOMER.

10.1. Emergence Indemnity. Emergence will defend Customer against any claim by a third party that the Services (excluding Outputs) infringe the third party’s Intellectual Property rights and will indemnify Customer against any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to the third party. This excludes claims to the extent arising from: (a) modification of the Services by any party other than Emergence; (b) a combination of the Services with products, services, or software not provided by Emergence; (c) Customer Data; (d) Customer Applications where the claim would not have arisen but for your Customer Application; (e) Customer’s failure to comply with this Agreement or applicable laws or regulations; or (f) Customer’s use of Third-Party Services.
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10.2. Customer Indemnity. Customer will defend Emergence against any claim by a third party and will indemnify Emergence against any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to the third party, provided such third-party claims relate to: (a) Customer’s use of the Services in violation of this Agreement, including the Acceptable Use Policy; (b) any Customer Application; (c) Customer Data; or (d) Customer’s use of any Third-Party Services or violation of any Third-Party Terms.
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10.3. Indemnity Procedure. When seeking indemnification under this Section 10, the indemnified party shall: (a) provide prompt written notice of the claim to the indemnifying party; (b) provide reasonable cooperation and assistance in investigating and defending the claim; and (c) allow the indemnifying party to exclusively control the defense and settlement, provided that: (i) the indemnified party may participate in its own defense at its sole expense, and (ii) any settlement requiring the indemnified party to admit liability, make a payment, take action, or refrain from action will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
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10.4. Remedies. If Emergence reasonably believes that the Services may infringe a third party’s Intellectual Property Rights or if Emergence determines such actions are reasonably necessary to avoid material liability, Emergence may, in its sole discretion: (a) modify the Services to make them non-infringing or reduce such liability without materially reducing their functionality; (b) procure for Customer the right to continue using such Services; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and any applicable Orders.
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10.5. Sole Rights and Obligations. THE REMEDIES IN THIS SECTION 10 ARE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY THIRD-PARTY CLAIM THAT THE SERVICES OR CUSTOMER DATA INFRINGE INTELLECTUAL PROPERTY RIGHTS.

11.1. EXCLUSION OF DAMAGES. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY ARISING FROM A BREACH OF SECTION 8 (CONFIDENTIALITY), OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITIES, CUSTOMERS, DATA, OR GOODWILL, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
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11.2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EMERGENCE ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY OR U.S. $100.
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11.3. NATURE OF CLAIMS. THE WAIVERS AND LIMITATIONS IN THIS SECTION 11 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

12.1. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Emergence may assign this Agreement and/or delegate its obligations and assign its rights without consent in whole or in part to any affiliate or to any entity acquiring all or substantially all of its business or assets, whether by merger, reorganization, acquisition, sale, or otherwise, including through a corporate spinoff or restructuring related to the Services. Any prohibited assignment will be null and void.
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12.2. Force Majeure. Except for payment obligations, neither party shall be liable for delays caused by conditions beyond its reasonable control, including but not limited to, acts of God, war, terrorism, government shut-downs, embargoes, strikes, labor stoppages, fires, floods, earthquakes, epidemics, or shortages of energy or materials.

12.3. Amendment and Modification. Emergence may update this Agreement at any time, to be effective the earlier of 30 days after the updates are posted by Emergence, or Customer otherwise receives notice, except that updates made in response to changes to law or regulation take effect immediately upon the earlier of posting or notice. Changes will not apply retroactively. No other amendment to or modification of this Agreement is effective unless it is in writing and signed by both parties.12.4. Waiver. Neither party will be treated as having waived any rights by not exercising or delaying the exercise of any rights under this Agreement.

12.4. Waiver. Neither party will be treated as having waived any rights by not exercising or delaying the exercise of any rights under this Agreement
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12.5. Severability. If any provision of this Agreement is deemed unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

12.6. Governing Law. This Agreement shall be governed by the laws of the State of New York without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York, New York for any dispute arising out of or relating to this Agreement.

12.7. Notices. All notices must be in writing. The email address for notices being sent to Emergence is legal@emergence.ai. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

12.8. Publicity. Either party may issue press releases or public announcements regarding this Agreement or Customer’s use of the Services with the other party's prior written consent (not to be unreasonably refused or delayed).

12.9. Government Rights. To the extent applicable, the Service is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modification, disclosure, or transfer of the Service is governed solely by the terms of this Agreement, and all other use is prohibited.

12.10. Order of Precedence. In the event of a conflict between the terms and conditions of this Agreement and those in an Order, DPA, or any other exhibit or attachment to this Agreement, the documents shall prevail in the following order, as applicable: (1) the Standard Contractual Clauses (as defined in the DPA); (2) the terms of the DPA; (3) the terms and conditions of this Agreement; (4) the applicable Order for the Services; (5) the Acceptable Use Policy; and (6) any other exhibits, schedules, attachments, or addenda. Payment terms are pursuant to the GCP Marketplace .

12.11. Subcontractors. Emergence may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Emergence remains responsible for their compliance with this Agreement and for its overall performance under the Agreement. This does not limit any additional terms for subprocessors under a DPA.

12.12. Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

12.13. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

12.14. Open Source. Emergence software distributed to Customer (if any) may include third party open source software or artificial intelligence models (“Open Source”) as listed in the Documentation or by Emergence upon request. If Customer elects to use the Open Source on a stand-alone basis, that use is subject to the applicable Open Source license and not this Agreement.

12.15. Export. Each party (a) will comply with all export and import laws in performing this Agreement and (b) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country. Customer will not submit to the Service any data controlled under the U.S. International Traffic in Arms Regulations or in violation of any other applicable law.

12.16. Entire Agreement. This Agreement along with all exhibits, schedules, and Orders constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior or contemporaneous agreements, proposals, discussions, or communications between the parties regarding such subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and mutually agreed by the parties. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements or understandings regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Excluding Orders issued by Emergence, terms in business forms, purchase orders or quotes used by either party will not amend or modify this Agreement; any such documents are for administrative purposes only. This Agreement will not be interpreted against a party on the basis that the party prepared or drafted it.

13.1. “Agreement” means this Services Agreement together with any order forms, exhibits, statements of work, or other documents attached hereto or incorporated herein by reference.

13.2. “Authorized User” means any employee or contractor authorized by Customer to access the Services on Customer's behalf under this

Agreement.13.3. “Customer Application” means an application created by Customer using the Services.

13.4. “Customer Data” means any data, content, code, video, images, Personal Data, Inputs, or other materials provided by Customer or its End Users to the Services.

13.5. “Documentation” means Emergence's technical manuals, training materials, additional product terms, and specifications relating to the use and operation of the Services.

13.6. “DPA” means the Data Processing Addendum available at https://www.emergence.ai/data-processing-addendum.

13.7. “End User” means any Authorized User and, if applicable, any other end user who accesses the Services through a Customer Application.

13.8. “High Risk Activities” means activities where the failure or malfunction of the Services could lead to death, personal injury, harm to fundamental rights, environmental damage, or property damage.

13.9. “Inputs” means any text, data or other materials, provided as input or prompts to the Services.

13.10. “Intellectual Property Rights” means all worldwide intellectual property rights, including copyrights, trademarks, service marks, trade secrets, know-how, inventions, patents, patent applications, moral rights, and other proprietary rights, whether registered or unregistered.

13.11. “Order” means a written order document entered into and signed by the parties that identifies the Services purchased by Customer and incorporates the terms and conditions of this Agreement and which may include additional terms and conditions applicable to specific Services.

13.12. “Outputs” means the results, predictions, or other content generated by the Services in response to Inputs.

13.13. “Personal Data” has the meaning set forth in the DPA.

13.14. “Services” means any services made available by Emergence for purchase or use, including software-as-a-service, platform-as-a-service, APIs, and any AI capabilities thereof.

13.15. “Subscription Term” means the term for Customer’s use of the Services as identified in an Order.

13.16. “Term” has the meaning set forth in Section 7.

13.17. “Third-Party Services” means third-party software, services, machine learning models, data, networks, systems, and information made available to Emergence and provided to Customer in conjunction with the Services.

13.18. “Trials and Betas” means access to the Services, a feature of the Services, or features of a Third-Party Service integrated into the Services on a free, trial, beta, or early access basis.

2.1. Illegal Activities. Activities that are illegal or promote illegal practices, including cybercrime, intellectual property infringement, or facilitating illicit transactions.
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2.2. Harmful Content. Creating, distributing, or promoting content that is abusive, deceptive, fraudulent, harmful, or threatening. This includes but is not limited to content that promotes or incites hate speech, violence, criminal activities, self-harm, harassment, or terrorism; targets individuals or groups based on race, ethnicity, national origin, religion, sexual orientation, gender, or disability; could cause psychological harm to individuals; libels or defames individuals; or that contains malicious code.
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2.3. Economic Harm. Activities promoting or engaging in unregulated gambling, pyramid schemes, and fraudulent financial schemes or any economic activities that could cause significant financial harm to individuals or entities.

2.4. Fraud and Deception. Activities that are fraudulent or deceptive in nature, including phishing scams, identity theft, spreading misinformation or fake news, and the creation or use of deep fakes.

2.5. Adult Content. Generating, circulating, promoting, or distributing sexually explicit or pornographic content.

2.6. Child Exploitation. Content or activities that exploit or harm children, including the production, distribution, or promotion of child sexual abuse material (CSAM) and any form of child grooming or exploitation.

2.7. Political Campaigning and Lobbying. Political campaigning, political advocacy, voter manipulation, or lobbying. This includes the creation or dissemination of materials aimed at influencing political outcomes or government policies.

3.1. Unlicensed Input Data. Uploading or inputting materials, information, or data that are proprietary to a third party and for which: (i) Customer does not have an appropriate license for or to; and/or (ii) such license does not extend to or authorize the uploading or inputting of such materials, information, or data to the Services.
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3.2. Misrepresentation of Content. Generating or distributing content, including Outputs, with the intent to misinform, misrepresent or mislead, including with respect to: (i) origin, authenticity, or authorship (e.g., deepfakes or claiming human authorship); (ii) identity or impersonation of others without disclosure; and (iii) expertise or qualifications in sensitive domains (e.g., health or finance).

3.3. Restricted Use in Automated Decision-Making. Automated decision-making processes that have significant legal or personal effects on individuals unless such processes include adequate human oversight and comply with applicable laws.
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3.4. Discriminatory and Unethical Use. Discriminatory and unethical uses that create bias or applications that could lead to harm based on protected characteristics like race, gender, or religion.
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3.5. Circumventing Safety Measures. Attempting to override or circumvent safety filters implemented in the Services.