Blue Silk GPT Terms and Conditions

This Agreement is entered into by:

The Company (“COMPANY” or a “Party”) and Talkwalker (“Talkwalker”, or a “Party”). Company and Talkwalker are together referred to as the “Parties”.  

1. DEFINITIONS

1.1 “Company Data” means any data, information, or content (text only) provided or made available by Company to Talkwalker to conduct an analysis using artificial intelligence. Company Data under this agreement is limited to data entered by the Company users on the Blue Silk GPT feature (prompt).

1.2 “Privacy Policy” means the privacy policy made available at: www.talkwalker.com/privacy-policy.

1.3 “Talkwalker” means, unless defined otherwise in an Order Form, either: 

a. Talkwalker Inc., a Delaware company, with offices at 3616 Far West Blvd., Suite 117 #419, Austin, TX 78731 , for clients located in North and South America; 
b. Talkwalker KK, with registered office at ARK Hills South Tower 16F, 1-4-5 Roppongi, Minato-ku, Tokyo, Japan for clients located in Japan; or
c. Talkwalker Pte. Ltd., with its registered office at 1 Wallich Street, Guoco Tower, #09-01, Singapore 078881 for clients located in the Asia-Pacific region (outside of Japan); or
d. Talkwalker S.à.r.l., société à responsabilité limitée, with its registered office at 33, Avenue John F. Kennedy, L-1855 Luxembourg, registered with RCS Luxembourg under number B205483 (VAT LU 28470583), for all other clients.

1.4 “Talkwalker Platform” means Talkwalker and its licensors’ proprietary internet-based software as a service application and associated technology made available from time-to-time at www.talkwalker.com and from which the Services are rendered.

1.5 “Talkwalker Services” or “Services” means the Blue Silk GPT on the Talkwalker Platform that is a beta feature using artificial intelligence available on the Talkwalker Platform for certain clients and is provided free of charge.

1.6 “Third-Party Content” means any data, information, or content originating from or belonging to any Third-Party Platform.

1.7 “Third-Party Platform” means a third-party from which Talkwalker may retrieve Third-Party Content as part of the Services.

2. CONDITIONS AND RESTRICTIONS OF USE 

2.1 Company is responsible for its compliance with the terms and conditions herein and shall ensure that its authorized users will comply with these terms and conditions as if such authorized user was a party to this Agreement. Company represents and warrants that (a) such authorized users are members of Company’s organization and (b) Company and its authorized users are at all times acting in a professional capacity.

2.2 Company may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (iv) represent that output from the Services was human-generated when it is not.

2.3 Company must access and use the Services in accordance with all applicable laws or regulations, including regulations on sanctioned countries, and data protection regulations, including all applicable privacy and data protection laws.

2.4 Company must not breach any Third-Party Platform’s terms of use.  Company agrees to Microsoft Azure OpenAI’s Acceptable Use Policy for Online Services, available at: https://www.microsoft.com/licensing/terms/product/ForOnlineServices/all. Company shall not use the Services as a law enforcement tool or for the tracking of individuals, discrimination of any sort, disciplinary purposes, etc.

2.5 Company hereby authorizes Talkwalker to use, technically modify and integrate into any other derivative works Company Data, including intellectual property rights, if any.

2.6 Company further grants Talkwalker a worldwide, perpetual (surviving termination or expiry of this Agreement), irrevocable, sublicensable to Talkwalker’s affiliates, and royalty-free license to use and incorporate into the Services any correction, improvement request, recommendation, suggestion, or other feedback provided by Company.

3. CONFIDENTIALITY AND PUBLICITY

3.1 Company acknowledges that it is granted access to a beta feature of the Talkwalker Platform and this feature constitutes a Confidential Information, as defined below. Company may not use Talkwalker’s Confidential Information, or disclose it to any other person, other than to its affiliates, for any purpose other than performing its obligations under this Agreement. “Confidential Information” includes Talkwalker’s technology and functionalities of Blue Silk GPT, trade secrets, any source code of any software used within or in relation to the Services, any financial information concerning the Services, any information regarding either Talkwalker’s business or activities, as well as any information that, by nature or given the circumstances of its disclosure, should be understood to be confidential.

3.2 Confidential Information does not include any information that (a) was already lawfully in the Company’s possession before receipt from the disclosing party; (b) is or becomes publicly available through no fault of the Company; (c) is rightfully received by the Company  from a third party who possessed the same information lawfully and without a duty of confidentiality; (d) is disclosed by, or is disclosed with the permission of, the disclosing party to a third party without a duty of confidentiality on the third party; or (e) is independently developed by the Company without a breach of this Agreement.

4. DISCLAIMERS

4.1 THE SERVICES ARE PROVIDED “AS-IS.” TALKWALKER AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES FOR THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. TALKWALKER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE ACCURACY, AVAILABILITY, COMPLETENESS, FUNCTIONALITY, RELIABILITY, SECURITY, TIMELINESS, USEFULNESS, OR ANY OTHER ASPECT OF ANY THIRD-PARTY PLATFORM OR THIRD-PARTY CONTENT OR WEBSITE AND THE DATA AND INFORMATION CONTAINED THEREON OR OBTAINED THEREFROM. TALKWALKER DOES NOT WARRANT THAT THE SERVICES WILL BE GENERALLY AVAILABLE, UNINTERRUPTED OR ERROR-FREE, OR THAT CONTENT WILL BE SECURE OR NOT LOST OR DAMAGED.

4.2 Artificial intelligence and machine learning are rapidly evolving fields of study. Given the probabilistic nature of machine learning, use of the Services may in some situations result in incorrect output that does not accurately reflect real people, places, or facts. Company should evaluate the accuracy of any output as appropriate for Company’s use case, including by using human review of the output.

5. LIMITATION OF LIABILITY

5.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TALKWALKER SHALL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR: (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES; AND (B) LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA OR LOSS OF PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND EVEN IF TALKWALKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.2 OTHER THAN WITH RESPECT TO FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY LIABILITY TO THE EXTENT THAT IT CANNOT BE LIMITED UNDER APPLICABLE LAWS, TALKWALKER'S MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES OR CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100.00).

5.3 Under no circumstances shall Talkwalker be liable in the event a Third-Party Platform restricts, either temporarily or permanently, access to Third-Party Content in such a manner that would cause any part of the content provided through the Services to no longer be accessible to Company. Company is solely responsible for obtaining, subscribing, installing, maintaining, and operating all adequate software (such as a browser), hardware, computer equipment, or otherwise necessary to use of the Services. Talkwalker may not be held liable for any defects or delays in the Service arising as a result of any problem associated with the internet. 

5.4 The damages as set forth in Section 5 shall be Company’s exclusive remedy for any breach by Talkwalker of this Agreement.

5.5 To the extent permissible under applicable law, any action against Talkwalker based on or arising out of this Agreement or any other legal theory must be brought within one (1) year after the cause of action arises or after expiration or termination of this Agreement, whichever is earlier.

6. INDEMNIFICATION

6.1 Company Indemnity Responsibility. Company will indemnify, defend, hold harmless, and/or settle any third-party claim against Talkwalker arising out of any of the following: (a) Company’s use of the Services in breach of this Agreement or Third Party Platform Terms and/or (b) Company’s violation of any applicable laws or regulations, including applicable privacy and data protection laws.

6.2 Indemnification Process. The indemnified party shall (a) promptly notify the indemnifying party of the claim in writing, (b) cooperate in the defense, (c) allow sole control to defend or settle the claim, and (d) use reasonable efforts to mitigate its losses. The indemnifying party shall (i) pay all costs associated with defending the claim, (ii) any negotiated settlement, (iii) court awarded damages by final court decisions, and (iv) not settle a claim unless it contains a release and no admission on the part of the indemnified party.

6.3 In the event of a claim, Talkwalker reserves the right to: (a) discontinue Company’s use of the Services, (b) block access to the Services, and/or (c) make inaccessible or delete all or part of the data that Company entered into the Services or that have been added to Talkwalker’ systems as a result of Company’s use of the Services.

7. TERMINATION AND SUSPENSION

7.1 Either Party may immediately terminate this Agreement immediately, upon notice, for any reason or no reason.

7.2 Talkwalker may suspend your access to the Services if you do not comply with this Agreement, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability. Talkwalker reserves the right to discretionally terminate the Services and such termination shall not give the right to the Company to claim any damages or compensation for such termination.

7.3 Upon termination, Company shall stop using the Services and return or destroy any Confidential Information.

8. MISCELLANEOUS

8.1 Applicable Law and Venue. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION, SUIT, PROCEEDING, OR CLAIM ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

a. If Company is resident in North or South America, or the territories or possessions of the United States, the governing law and forum shall be the laws and courts of the State of Delaware and shall be adjudicated exclusively in the state and federal courts in Wilmington, Delaware.

b. If Company is resident in a territory within the Asia-Pacific region, the governing law shall be the laws of Singapore, without giving effect to any conflict or choice of law provisions. Any and all disputes arising out of or in connection with this Agreement will be finally settled by binding arbitration under the Arbitration Rules of the Singapore International Arbitration Centre (“Rules”) (which Rules are deemed to be incorporated by reference into this Agreement) by one arbitrator, appointed in accordance with the Rules. The arbitration will take place in Singapore and the language of the arbitration will be English.

c. If Company is resident in Japan, the governing law shall be the laws of Japan, without giving effect to any conflict or choice-of-law provisions. Any and all disputes arising out of or in connection with this Agreement will be finally settled by binding arbitration under the Arbitration Rules of the Singapore International Arbitration Centre (“Rules”) (which Rules are deemed to be incorporated by reference into this Agreement) by one arbitrator, appointed in accordance with the Rules. The arbitration will take place in Singapore and the language of the arbitration will be English.

d. If Company is resident in a territory other than those listed in Sections 9.1(a) to 9.1(c), the governing law and forum shall be the laws and courts of the Grand-Duchy of Luxembourg and shall be adjudicated exclusively in the judicial district of Luxembourg-City.

8.2 Data Privacy. Company acknowledges Talkwalker may process personal data concerning its employees or points of contact for the purpose of performing this Agreement in accordance with the Privacy Policy (www.talkwalker.com/en/privacy-policy). The Talkwalker Services are hosted on data centers located in the European Union. Both Parties acknowledge and agree to be bound by the Privacy Addendum for the Services provided, as available at https://www.talkwalker.com/legal. The list of sub-processors listed in the Appendix 1, section 8. of the Privacy Addendum is hereby complemented with Microsoft Ireland Operations Limited, with registered address at One Microsoft Place, South County Business Park, Leopardstown. Dublin 18, D18 P521, and whose data protection officer can be contacted via http://go.microsoft.com/?linkid=9846224

8.3 Entire Agreement. These Terms of Service constitute the sole and entire agreement of the Parties with respect to the Blue Silk GPT and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

8.4 Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement shall be construed as creating any relationship of any sort between the Parties other than the one expressly provided by this Agreement.

8.5 Severability. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect the original intentions of the Parties, and the remaining portions shall remain in full force and effect.

8.6 Survival. Notwithstanding the termination of this Agreement for any reason, Sections 3, 4, 5, 6, 8, and those by their nature which are meant to survive termination shall continue in full force and effect following such termination.

8.7 Interpretation. As used in this Agreement, “include,” “includes,” and “including” shall mean “including, without limitation.” The captions and headings used in this Agreement are inserted for convenience and ease of reference only.

8.8 Amendments. Talkwalker, at its sole discretion, may amend this Agreement and notify Company of any material changes or by publishing a notice on its website (https://www.talkwalker.com/blue-silk-gpt-terms). However, it is Company’s responsibility to review this Agreement regularly and Company’s continued use of the Talkwalker Platform and/or the Talkwalker Services constitutes Company’s acceptance of any such amendments.

8.9 Notices. All notices, demands, and requests will be deemed given when sent by e-mail to the Parties’ e-mail addresses (if to Company: the e-mail address as set forth in the Order Form; if to Talkwalker: csm@talkwalker.com, with a copy to legal@talkwalker.com), unless otherwise stated. For contractual purposes, Company: (a) consents to receive communications from Talkwalker in electronic form; and (b) acknowledges and agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Talkwalker provides to Company electronically, including in pdf form, satisfy any legal requirement that such communications would otherwise satisfy if they were to be in writing.

8.10 Contact Details. Company shall notify Talkwalker immediately in the event of a change in contact details by providing the updated information to: contact@talkwalker.com.