Eightfold Community Terms of Service (“Terms”)

Below are the terms of service for all community forum users. By continuing your use of the Eightfold Community, you agree to these terms. Eightfold’s Privacy Notice is available at https://eightfold.ai/privacy-policy/ and Cookie Notice is available at https://eightfold.ai/privacy-policy/cookie-notice/. With the exception of the last section, which establishes governing law, binding arbitration and a class action waiver, we may change these terms at any time. When we do, we will post an updated version on this page, unless another type of notice is required by the applicable law. By continuing to use the Community or providing us with Personal Data after we have posted an updated Terms, or notified you if applicable, you consent to the revised Terms and practices described in it.

Your Account

The Community is open to all users. You may not allow others to use your login to access the Community. You are solely responsible for your account and all activities that occur under it, including any unauthorized access. You agree to keep your username, password and any other security credentials confidential, and to notify Eightfold immediately of any unauthorized use of your account or any other breach of security. You should use caution when accessing your account from a public or shared computer, and should log out at the end of each session. Eightfold has the absolute right to disable any username or password, at any time and for any reason, including if Eightfold believes in its sole discretion that you have failed to comply with these terms. You agree to treat Eightfold’s posted materials for your authorized use in connection with Eightfold’s services to your organization only during the term of your organization’s customer relationship with Eightfold. If you download any of Eightfold’s materials, they shall be returned to Eightfold or destroyed immediately upon the expiration or termination of your organization’s agreement with Eightfold.

Your Responsibilities

You are solely responsible for your postings on the Community, including their legality, reliability, accuracy and appropriateness. You agree that you will only post information that you have legal rights to post, and that your postings and other activities will not violate any existing agreements between your organization and Eightfold. You represent and warrant that all of your postings comply with these terms, and you agree to defend, indemnify and hold Eightfold and its affiliates harmless from any breach of that representation and warranty. You are responsible for seeking your organization’s own counsel regarding content and activities on the Community, including whether to self-identify your organization to other Community users. Eightfold is not responsible for, and does not endorse, the content and postings made by you and other Community users, and opinions expressed in postings are those of the posting party and do not necessarily reflect the opinion of Eightfold.

Guidelines

Here are some helpful guidelines for our community.

• Keep your posts relevant to the Community category.
• Please be respectful of others.
• Please do not post any information or photos you wouldn’t want to be seen by the public.
• For private conversations, use private messages to chat with moderators or other members.

In summary, being polite and enjoying yourself are the surest ways to building a meaningful community.

Prohibited Use

In addition to the guidelines above, you agree not to use the Community to:

• Break the law, help others break the law, make illegal threats, or violate export control rules.
• Violate anyone’s rights, including privacy, publicity, copyright, patent, trademark, or trade secret rights.
• Post offensive content, including profanity, violence, sexual or pornographic material, or content that discriminates based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Try to access accounts, computers, networks, data, or credentials that aren’t yours, or collect other users’ contact details without consent (for example, through phishing, password theft, scraping, or harvesting).
• Mislead others, including by impersonating another person or organization or misrepresenting your identity or affiliation.
• Post sensitive personal data, such as protected health information (as defined in 45 C.F.R. § 160.103), government-issued ID numbers (e.g., driver’s license, passport, social security, or tax ID numbers), health information, or financial account information.
• Advertise, solicit, or run promotions, contests, pyramid schemes, junk mail, chain letters, or spam without Eightfold’s prior written consent.
• Scrape, copy, or access the Community using bots, spiders, or other automated tools.
• Interfere with the Community’s operation, security, or other users, including by introducing viruses, malware, or other harmful code; disabling, overburdening, or damaging the Community or any related systems; intercepting communications; accessing another user’s account without permission; conducting unauthorized security testing; or launching denial-of-service attacks.

Eightfold will take action if you violate these guidelines. Depending on the violation, you may get a warning, or you may have privileges or accounts revoked. Eightfold reserves the right to remove any content for any reason.

Enforcement

Eightfold does not endorse postings on the Community and does not guarantee that any posting is reliable, accurate, useful, safe, or free of intellectual property issues. You may encounter postings that are inaccurate, offensive, or objectionable, and you agree not to hold Eightfold responsible for your use of the Community or your exposure to any postings. Eightfold may, at any time and in its sole discretion, terminate, change, redact, delete, or restrict access to all or part of the Community (including any postings), without notice and without liability. Eightfold will not be liable if the Community is unavailable at any time or for any period. Eightfold does not promise to store postings for any length of time, and you are responsible for keeping your own back-ups. Eightfold may also disclose your identity to any third party who claims your postings violate their rights (including intellectual property or privacy rights), cooperate with law enforcement, comply with court orders, and take any other legal action it considers appropriate (including referral to law enforcement) in response to illegal or unauthorized use of the Community. YOU RELEASE AND HOLD EIGHTFOLD HARMLESS FROM ANY CLAIMS ARISING OUT OF THESE INVESTIGATIONS OR ANY ACTIONS TAKEN BY EIGHTFOLD OR LAW ENFORCEMENT AS A RESULT. Eightfold is not required to review postings before or after they appear on the Community and is not responsible for any postings or related transmissions or communications.

Intellectual Property Rights

The Community and its content (other than user postings) are protected by intellectual property and other laws. Eightfold owns all rights, title and interest in and to the Community and that content (other than user postings), including all changes and updates. Eightfold’s brand, product and service images, logos and names are Eightfold trademarks or service marks, and these terms do not grant you or anyone else any license or right to use them. If you provide feedback about the Community, Eightfold may use that feedback for any purpose without obligation or compensation to you. Except as expressly permitted (including under the “Sharing on Other Platforms” section), you may not copy, frame, sell, distribute, transmit or broadcast any part of the Community, including other users’ postings.

License to Postings

When you publish a posting on the Community, you grant Eightfold a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, sub-licensable and transferable license to use, copy, modify, reproduce, distribute, prepare derivative works of, publicly display and otherwise exploit that posting in connection with the Community and Eightfold’s business, including for marketing and publicity. You also agree that Eightfold and other users may share and use your postings as described in these terms. Once a posting is published, it is public, may be seen by Eightfold and other users, and Eightfold is not responsible for keeping it confidential. You represent and warrant that: (a) you have the right to grant the licenses above; (b) if you are posting as an individual but your employer owns intellectual property rights in the posting, your employer has authorized you to publish it and has waived those rights; and (c) each of your postings is your original work. If you believe in good faith that Eightfold or a third party is infringing your copyrights or trademarks, or those of a third party, please notify Eightfold at legal@eightfold.ai.

Indemnification

You will defend, indemnify and hold harmless Eightfold and its affiliates from and against any claim by a third party arising from or related to (a) your use or attempted use of the Community in violation of these terms, (b) your violation of any law or rights of any third party, or (c) any postings you publish on the Community, including any claim of infringement, misappropriation or violation of any intellectual property, privacy or other rights.

Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL EIGHTFOLD BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OR INABILITY TO USE THE COMMUNITY, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE, EVEN IF EIGHTFOLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL EIGHTFOLD’S TOTAL LIABILITY TO YOU UNDER THESE TERMS FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED FIFTY U.S. DOLLARS (US$50.00).

GOVERNING LAW; BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Governing Law

These Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

Initial Dispute Resolution

You agree that before taking any formal legal action under these Terms, you shall provide written notice to Eightfold of the specific issue(s) in dispute, including reference to the relevant provision(s) of the Terms which are allegedly being breached. Within thirty (30) days after such notice, representatives of each of the parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting, in good faith, to resolve the dispute.

Binding Arbitration

If the parties do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision set forth in Section 11.2, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance, and breach), the parties’ relationship with each other and/or your use of the Community shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Streamlined Arbitration and Procedures, excluding any rules or procedures governing or permitting class or representative actions. Except as set forth in the subsection titled “Exception — Litigation of Intellectual Property and Small Claims Court Claims”, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s award shall be in writing and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. The Streamlined Arbitration Rules governing the arbitration may be accessed at www.jamsadr.com or by calling JAMS at (800) 352-5267. The party initiating arbitration is responsible for paying the costs of filing, and the arbitrator’s fees will be shared equally between the parties. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and the arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11). The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this section while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

Location

Arbitration shall take place in Santa Clara, California, or another location mutually agreed to by the parties.

Class Action Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND EIGHTFOLD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If there is a final judicial determination that applicable law precludes enforcement of this Section’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

Exception — Litigation of Intellectual Property and Small Claims Court Claims

Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (where “intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court for claims within the scope of that court’s jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under these Terms.

30 Day Right to Opt-Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of its decision to opt-out to the following address: Eightfold AI Inc. 2526 Augustine Dr, Suite 601, Santa Clara, CA 95054, Attn: Legal or legal@eightfold.ai. The notice must be sent within 30 days of your assent to these Terms; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of this Section. If you opt-out of these arbitration provisions, Eightfold also will not be bound by them.

Changes to this Section

Eightfold will provide 30 days’ notice of any changes to this Section; changes will become effective on the 30th day. If you continue to use the Community after the 30th day, it agrees that any unfiled claims of which Eightfold does not have actual notice are subject to the revised clause.

Jurisdiction

For any dispute not subject to arbitration, you and Eightfold agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Santa Clara, California. You further agree to accept service of process by mail, and hereby waives any and all jurisdictional and venue defenses otherwise available.