Publication date 21 July 2023
Effective date 21 July 2023
These Terms of Service are provided by Erudit AI Inc (“Erudit”) to the entity placing an Order for Service (“Client”) (“Company”), and any Users of the Service.
By accessing the Service on behalf of your company (“Company”) you:
These ToS will govern any use of the Service until the time Erudit provides notice of new Terms of Service in the User Dashboard or via notice to Client or notice to Authorized Users.
Erudit offers a unique Service for understanding and improving workplace culture. The Service is designed to allow Authorized Users to connect and configure the Service, to monitor and understand workplace culture within the company, and implement actions to improve workplace culture. The client and its Users maintain sole control over the data processed by the Service by retaining control over their Communication Application APIs, and by interacting with the User Dashboard.
During a Order for Service Term, the Client and its Authorized Users may access and use the Service only for the Client internal business in accordance with the following:
Only Authorized Users may access or use the Service.
Each User must keep login credentials confidential and not share them with anyone else. Client is responsible for its Authorized Users’ compliance with these ToS and actions taken through their use of the User Dashboard (excluding misuse of accounts caused by Erudit’s breach of this Agreement).
Client will promptly notify Erudit if it becomes aware of any compromise of its User Credentials. Erudit uses Account Data and Client Credentials as described in its Privacy Policy.
Client is fully responsible for its choice of Authorized Users and any actions that such Authorized Users may take.
The Service is not intended for, and may not be used by, anyone under the age of 18. Client is responsible for ensuring that all Users are at least 18 years old.
2.5 Data Privacy Laws
During the Subscription Term, Erudit will provide Support in accordance with the Free Trial Agreement, or Master Subscription Agreement, and any Order for Service.
4.1 Client Data
During the provision and the running of the Service, Erudit may process the following types of data, all of which are considered “client data”.
Above data types are defined at the bottom of this document, and the processing of these data types is further detailed in the FTA or MSA and DPA.
Erudit uses reasonable technical and organizational measures designed to protect the Service, the processing of Client Data, and as described in the DPA between Erudit and the Client.
Erudit and the Client agree to comply with the DPA.
Client and Authorized Users will not (and will not permit anyone else to) do any of the following:
5.2 Further Restrictions
Authorized Users will not (and will not permit anyone else to) do any of the following:
5.3 Reporting Obligations
Authorized Users must advise Company if they reasonable believe that:
Client and Users acknowledge that the Service is not intended to process Prohibited Data or for High Risk Activities. Erudit is not a Business Associate as defined under HIPAA.
Erudit may suspend or revoke the Client or a User’s access to and use of the Service and related services if a breach of any of the following Clauses occurs:
Erudit makes no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement to Client or Users.
Erudit does not warrant to Client and Users that use of the Service will be uninterrupted or error-free or that the Service will meet such requirements, operate in combination with third-party services used by Client and Users.
Erudit is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Erudit’s control. Any statutorily required warranties will be limited to the shortest legally permitted period.
At all times Client owns all right, title and interest in the Client Data, including in each case all associated Intellectual Property Rights.
Erudit owns all rights, title and interest in the Services, Documentation and Feedback, including in each case all associated Intellectual Property Rights.
Any improvements made to the Services as a result of Feedback from or Support rendered to Client or any Authorized Users, or from processing any Usage or Interaction Data, or from analysis of use of the User Dashboard, shall not infer any Intellectual Property Rights on the Client or any Users.
Erudit retains all intellectual property and other rights in the Service, any Technical Services deliverables and related Erudit technology, templates, formats and dashboards, including any modifications or improvements to these items made by Erudit.
If Users provide Erudit with feedback or suggestions regarding the Service or other Erudit offerings, Erudit may use the feedback or suggestions without restriction or obligation.
Confidential Information is defined in the Free-Trial Agreement or Master Subscription Agreement and the DPA between Erudit and the Client.
Any personal information that is included in Client Data or is treated as confidential information and protected by the contractual arrangements between Erudit and Client.
All data is processed in accordance with Erudit privacy policy and Free-Trial Agreement or Master Subscription Agreement and the DPA between Erudit and the Client
Nothing in these ToS prohibits any party from making disclosures, including of client data, and other Confidential Information including personal information, if required by Law, subpoena or court order, provided (if permitted by Law) the discloser notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
Neither party may assign these ToS without the prior consent of the other party, except that either party may assign these ToS in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. These ToS will bind and inure to the benefit of each party’s permitted successors and assigns.
These ToS are governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this ToS will be the state and United States federal courts located in Delaware, United States and all parties submit to the personal jurisdiction of those courts.
The prevailing party in any action to enforce these ToS will be entitled to recover its reasonable attorneys’ fees and costs in connection with such action.
Except as set out in this ToS, any notice or consent under this Tos must be in writing and will be deemed given:
(a) upon receipt if by personal delivery,
(b) upon receipt if by certified or registered U.S. mail (return receipt requested) or
(c) one day after dispatch if by a commercial overnight delivery service.
If to Erudit, notice must be provided to 3411 Silverside Road Tatnall Building #104, City of Wilmington, County of New Castle, Delaware 19810 ATT Legal
All notices to Erudit must include a copy emailed to legal@erudit.ai
If to Client or Users, Erudit may provide notice to email of Client or Users. Parties may update addresses by providing written notice to the other party, or via User Dashboard.
Erudit may also send operational notices to Client and Users by email or directly through User Dashboard.
Neither party is liable for any delay or failure to perform any obligation due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.
Client and Users agree to comply with all relevant U.S. and foreign export and import Laws in using the Service. Client and Users
“Account Data” means any data relating to the provisioning of access, creating an account, or administering an account, including all types of personnel data, data given associated with Authorized Users, client Credentials, and any other data processed in order to provide dashboard access to the Services. Account data will include some personal data.
“Authorized User” means any personnel that Client has elected to provide User Access to the User Dashboard during the establishment of the Services, or at any time therefore, or any other personnel that has been supplied credentials for the Services by client (or by Erudit.ai at client’s request).
“Client Data” means any of the types of data that are listed in Clause 4.1 of these ToS.
“Communication Application” means any application or platform that Client uses to communicate in the day to day operations of its business.
“Communication Application Data” means any text-based data generated from the client’s personnel’s use of any of the Client’s Communication Applications. This could data from the following applications which are currently supported by the Services:
“Company” is the entity which receives the Service from Erudit, and is the entity that has appointed you, as personnel of the Company, as Authorized User of the Service.
“DPA” means the Data Processing Addendum between the parties.
“Documentation” means Erudit’s usage guidelines and standard technical documentation for the Service.
“Feedback” means bug reports, suggestions or other feedback with respect to the Services, Support or Documentation provided by Client or Users to Erudit.ai, exclusive of any client Confidential Information.
“High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
“Insight Data” means the metrics generated by the Service as a result of processing Communication Application Data using Erudit’s machine learning algorithms. Insight data never contains any Communication Application Data.
“Interaction Data” means any data pertaining to usage patterns, device information, browsing behavior, internations with the service and other user-generated data based on various interactions that personnel have with the service generally, and with any tool, dashboard, portal, interface or application that we provide during the service. Interaction data may include some limited client data.
“Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Order for Service” means any Erudit-provided ordering document, online registration, order description or order confirmation referencing these ToS..
“Personnel” means any identified or identifiable natural person that is the Client’s:
“Personnel Data” means any Client Data regarding any of the Client’s personnel including the following types of data:
“Policies” means the Privacy Policy and these ToS.
“Privacy Policy” means the Privacy Policy at www.erudit.ai/privacy
“Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver’s license numbers or other government ID numbers or (f) any data similar to the above protected under foreign or domestic Laws.
“Sensitive Information” means the following categories of Personal Information:
The term “Sensitive Information” includes Personal Information that is subject to specific or heightened requirements under Applicable Law or industry standards.
“Service'' means Erudit’s the Service, as identified by any FTA, MSA, and in any relevant Order for Service.
“Software” means any Erudit software, scripts, apps or other code provided to Client by Erudit for use with the Service.
“Support” means Erudit.ai’s standard client support for the Services, provided by email, chat, conferencing software, or any other industry standard method of providing support.
“User Dashboard” means Erudit’s Dashboard which hosts insight data that is generated by the Service and that is provided to Client and Users via an secure online portal.