Last updated December 19, 2024

Definitions

The following terms, when used in these On-line Subscription Terms, will have the following meanings:

"Agreement" means these means these Subscription Terms together with all Orders between Customer and Driver AI. 

“Authorized User” means any individual that is an employee of Customer, or a contractor of Customer performing services for Customer, that is authorized by Customer to access and use the Platform.

“Driver AI Materials” means the Platform, support materials (instructions, help files, technical documentation and user manuals), and any other materials or information delivered or made available by Driver AI under the Agreement. 

“Order” means the order form executed by the Parties which sets forth terms such as quantity, usage limitations, order term, fees, payment terms, and other relevant terms.

“Platform” means the features of Driver AI software platform described in the Order, which is to be made available by Driver AI to Customer on a software-as-a-service basis, including all fixes, updates, and upgrades to the same made generally available to Driver AI customer without charge. 

“Usage Limitations” means any usage limitations or restrictions, including, without limitation, Authorized User and quantity of code lines analyzed limitations, with respect to Customer’s use of the Platform set forth in the Order.

License; Access and Use; Services

Access to the Platform
Subject to the terms and conditions of the Agreement, Driver AI hereby grants to Customer, during the term of the Agreement, a non-exclusive, non-sublicensable, non-transferable, royalty-free right to access and use, and permit Authorized Users to access and use, the features of the Platform set forth in the Order solely for Customer’s internal business purposes in accordance with any Usage Limitations, the Agreement, and the Support Materials. 

User Accounts
Customer will provision a user account for the Platform (a “User Account”) for each Authorized User. User Accounts may only be accessed and used by one Authorized User and may not be shared with any person other than the Authorized User to which the User Account was provisioned. As between Driver AI and Customer, Customer is responsible for each Authorized User maintaining the confidentiality of any access credentials for the User Account of such Authorized User. Customer is responsible for all actions taken using any User Account provisioned by Customer. Customer will promptly notify Driver AI if Customer becomes aware of or reasonably suspects that there has been any unauthorized access to any User Account. Unless otherwise stated in the applicable Order, Customer will have the right to reassign User Accounts and other license entitlements if a specific User Account is terminated upon Customer or Driver AI’s request. 

Customer Restrictions
Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, translate, modify, create derivative works of the Driver AI Materials; (b) copy or reproduce the Driver AI Materials, except to the extent necessary to exercise the licensed use of the same hereunder; (c) attempt to probe, scan, or test the vulnerability of the Platform, breach the security or authentication measures of the Platform without proper authorization, willfully render any part of the Platform unusable, or use the API in a manner that is not intended; (d) use or access the Driver AI Materials to develop a product or service that is competitive with the Driver AI Materials or engage in competitive analysis or benchmarking with respect to Driver AI Materials; (e) transfer, distribute, sell, resell, lease, license, sublicense, operate as a service for or on behalf of others, or otherwise assign the Driver AI Materials or, other than with respect to Authorized Users, offer access to the Driver AI Materials to a third party; (f) circumvent or interfere with any authentication or security measures of the Platform or interfere with or disrupt the integrity or performance of the Platform; (g) export the Driver AI Materials or technical data or any copy, portions or direct product thereof to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders; (h) transmit unlawful, infringing or harmful data or code, or any data or code that Customer is not authorized to transmit, either to or from the Platform; or (i) exceed any Usage Limitations or otherwise use the Driver AI Materials except as expressly permitted hereunder. Customer will notify Driver AI promptly of any such unauthorized access to or use of the Driver AI Materials.

Services

Fees
Customer will pay Driver AI the fees set forth in the Order in accordance with the payment terms set forth therein. Except as otherwise specified in the Order: (a) fees are quoted and payable in United States dollars; and (b) payment will be made by ACH transfer and any other method set forth in the Order. Except as otherwise set forth in this Agreement or an Order all payment obligations are non-cancelable and fees paid are non-refundable. Except if Customer is in good faith disputing amounts owed to Driver AI, Driver AI may, upon notice to Customer, suspend the rights to access the Driver AI Materials or suspend the license to the Platform immediately upon notice if Customer fails to pay any amounts hereunder at least fifteen (15) days past the applicable due date. 

Taxes
All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes (a) based on the income of Driver AI, and (b) any taxes related Driver AI’s employees or contractors Customer will not withhold any taxes from any amounts due to Driver AI. 

Proprietary Rights

Driver AI Materials
As between the Parties, Driver AI exclusively owns all right, title, and interest in and to Confidential Information (as defined below) disclosed to Customer by Driver AI and the Driver AI Materials. Except as expressly granted in these Subscription Terms, Driver AI does not grant to Customer any license or rights (by implication, estoppel, or otherwise) in the Driver AI Materials. All other rights in and to the Driver AI Materials are expressly reserved by Driver AI. Notwithstanding anything herein to the contrary, all rights granted hereunder in and to the Driver AI Materials are licensed and not sold or transferred. Customer acknowledges that Driver AI may, but is under no obligation to monitor Customer’s use of the Platform. 

Customer Data
As between Driver AI and Customer, Customer retains all rights, title, and interest in and to any data submitted, or made available by Customer or an Authorized User to Driver AI through the Platform and the outputs resulting from the processing of such data by or on the Platform (to the extent of any ownership rights available in such outputs under applicable law) (the “Customer Data”) (provided that, “Customer Data” does not, in any event, include algorithms, artifacts, models, objects, or software that are created, developed, or licensed by Driver AI and (a) are part of the Platform or (b) are used to generate any output from the Platform). Customer hereby grants Driver AI a non-exclusive, limited license during the term of this Agreement to use Customer Data solely as necessary to make available the Platform and perform its obligations hereunder. Driver AI will comply with any and all applicable laws and regulations with respect to the use of any and all Customer Data. Driver AI will delete and erase any Customer Data from the Platform within ten (10) business days following Customer’s request therefor. Driver AI will have no liability due to any inability to use the Platform as a result of any Customer Data that was deleted at Customer’s request. Driver AI will not use any Customer Data to train any artificial intelligence models or algorithms or for any other reason other than to provide services to Customer. Notwithstanding anything to the contrary herein, nothing herein limits or restricts Driver AI’s right or ability to use data (but not Customer Data) regarding the performance, availability, usage, integrity and security of the Driver AI Materials and Customer hereby grants Driver AI a perpetual, irrevocable unlimited, royalty-free, fully paid up, sublicensable license to use any non-personally identifiable information related to users’ interactions with the Platform to operate and improve Driver AI’s products and services, including for the purpose of tuning or training artificial intelligence algorithms and models. 

Confidential Information

Definition
“Confidential Information” means, with respect to each Party (as the “Disclosing Party”), any information disclosed by or on behalf of the Disclosing Party to the other Party (as the “Receiving Party”) that is either designated as confidential or proprietary at the time of disclosure or should be reasonably understood to be confidential in light of the nature of the information or the circumstances surrounding its disclosure and: (a) with respect to Customer as Disclosing Party, “Confidential Information” includes the Customer Data; (b) with respect to Driver AI as Disclosing Party, “Confidential Information” includes the Driver AI Materials; and (c) with respect to each Party as the Disclosing Party, “Confidential Information” includes the terms and conditions of this Agreement.

Confidentiality
Receiving Party will use the Confidential Information solely to perform its obligations and exercise its rights under the Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the Disclosing Party’s prior written consent, except as otherwise permitted hereunder. However, Receiving Party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives (collectively, “Representatives”) who have a need to know and are legally bound to keep such information confidential by confidentiality obligations with respect to the Confidential Information of the Disclosing Party consistent with those of this Agreement (provided that the Receiving Party will be responsible for any actions of its Representatives that would breach this Section 5.2 if such action were taken by Receiving Party); and (b) as required by law (in which case the Receiving Party will provide the Disclosing Party with prior written notification thereof, will provide the Disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law; and provided further that any information so disclosed will retain its confidentiality protections for all other purposes). Receiving Party agrees to exercise the same degree of care that it uses to protect its own like Confidential Information, but in no event less than a reasonable degree of care in protecting the Disclosing Party’s Confidential Information from unauthorized use and disclosure. The obligations of confidentiality in this Section 5.2 will not apply to information that the Receiving Party can demonstrate: (i) is or becomes generally known or publicly available through no fault of the Receiving Party; (ii) was properly known by or disclosed to the Receiving Party, without restriction, by another person with the legal authority to do so; or (iii) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as demonstrated by the Receiving Party’s contemporaneous written records. 

No Personally Identifiable Information
Unless expressly set forth in the Order, the Parties do not intend for Customer to provide any personally identifiable information (as defined under applicable privacy laws) in connection with Customer’s use of the Platform, other than the limited information required for the provisioning of User Accounts. To the extent the Parties agree that Customer will provide any other personally identifiable information in connection with its use of the Platform, the Parties will agree in good faith with respect to terms governing the processing of such personally identifiable information unless otherwise set forth in the Order. 

Feedback

The results of any evaluation or assessment of the Platform, Services, and Driver AI Materials are deemed Confidential Information of both parties. Customer may from time to time provide Driver AI suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”). Customer hereby grants Driver AI a perpetual, irrevocable unlimited, royalty-free, fully paid up, sublicensable, license to freely use, exercise, and exploit any such Feedback in connection with Driver AI’s business, products, and services.

Third Party Technology

Generally
Customer acknowledges and agrees that the Platform uses, integrates, or is hosted on certain technology that are provided or made available by third parties (“Driver AI’s Third Party Technology”), including large language model artificial intelligence algorithms (each an “LLM”), and that Customer Data will be shared with such third parties in order to provide the Platform and the features and functionality thereof. LLMs used in the provision of the Platform are made subject to: (a) protecting Customer Data in a manner substantially consistent with the terms of this Agreement; (b) that the provider will not use Customer Data to train the LLM; and (c) that acknowledge the user’s ownership of outputs from the LLM’s processing of prompts.

Customer’s Third Party Accounts
Customer or Authorized Users may be permitted to connect their account on technology of a third party (e.g., a central source code depository) (“Customer’s Third Party Technology”) (any such account, a “Third Party Account”). If Customer or an Authorized User connects any Third Party Account with the Platform, then: (a) Customer represents and warrants that they have all necessary rights to connect the Third Party Account to the Platform and to permit Driver AI to access the Third Party Account in accordance with this Agreement; and (b) Driver AI may access and store any information, data, software code, and/or other materials accessible to the Platform through such Third Party Account as Customer Data hereunder. Customer is solely responsible for any Third Party Technology for which Customer, or an Authorized User chooses to connect a Third Party Account to the Platform. Customer’s and Authorized Users’ relationship with the providers of such Third Party Technology for which a Third Party Account is connected to the Platform is governed solely by Customer’s agreement with such third party service provider, and Driver AI is not liable for: (i) any action or inaction by such third party service provider; (ii) Driver AI’s possession or use as Customer Data of any data or information that may be provided to it by such third party service providers in violation of the settings in such Third Party Account; or (iii) any inability to access or use any Customer Data as a result of any cancellation or loss of or inability to access or use any Third Party Account.  

Defined Term
Driver AI’s Third Party Technology and Customer’s Third Party’s Technology are hereby collectively referred to as “Third Party Technology”).  

TERM AND TERMINATION

Term and Renewal
This Agreement will commence on the Effective Date and will stay in effect for the duration of the Subscription Term set forth in the Order.  This Agreement will automatically renew for the shorter of the Subscription Term or one year, unless a party notifies the other party in writing of its decision not to renew at least thirty (30) days prior to the then-expiration date. 

Notice of Non-Renewal
Unless otherwise specified in your Order, to prevent renewal of your subscription, Customer or Driver AI must give at least thirty (30) days’ written notice of non-renewal.

Termination
Each Party may terminate the Agreement upon written notice to the other Party if: (a) the other Party commits any material breach of the Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach; or (b) the other Party undergoes a liquidation, commencement of dissolution proceedings, or an assignment of substantially all its assets for the benefit of creditors.  Each Party has a one-time right to terminate the Agreement for a refund at the conclusion of the Evaluation Period for convenience by providing written notice to the party prior to the conclusion of the Evaluation Period.

Survival
Upon termination or expiration of the Agreement: (a) all licenses and other rights and obligations will immediately terminate except that Sections 1, 2.3, 3, 4, 5, 7.1 (pertaining to protecting Customer Data), 8.4, 10, 11, and 12 (other than 12.1) will survive indefinitely; (b) Customer will immediately: (i) cease all use of the Driver AI Materials, (ii) promptly erase all copies of the Driver AI Materials in Customer’s possession, and (iii) certify in writing that it has complied with the foregoing (i) and (ii); provided that, except in the event of a termination for Customer’s breach, Driver AI will provide Customer with a five (5) day window after termination or expiration to export any Customer Data not previously exported from the Platform; and (c) Driver AI will promptly (no longer than 10 business days) erase any Customer Data in its possession and take all necessary actions to insure that all LLMs erase all Customer Data. 

DISCLAIMER OF WARRANTIES; BETA PRODUCTS

9.1 DISCLAIMER. DRIVER AI DISCLAIMS ANY AND ALL WARRANTIES UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. DRIVER AI MAKES NO REPRESENTATION, WARRANTY, OR COVENANT WITH RESPECT TO THE ACCURACY OR EFFECTIVENESS OF THE PLATFORM, THE DRIVER AI MATERIALS, OR RESULTS OR DATA GENERATED THEREFROM OR ANY DECISION OR ACTION TAKEN BY CUSTOMER AS A RESULT OF ANY OF THE FOREGOING.  DRIVER AI IS NOT RESPONSIBLE FOR ANY THIRD PARTY TECHNOLOGY, AND HEREBY DISCLAIMS ALL LIABILITY HEREUNDER RESULTING FROM OR WITH RESPECT TO THE OPERATION, MAINTENANCE, FUNCTION, FAILURE, OR SECURITY OF ANY THIRD PARTY TECHNOLOGY OR ANY ACT OR OMISSION OF ANY PROVIDER OF ANY THIRD PARTY TECHNOLOGY. 

9.2 BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH DRIVER AI WHERE CUSTOMER IS PERMITTED ACCESS TO BETA PRODUCTS, FEATURES OR SUPPORT MATERIALS THAT HAVE NOT BEEN COMMERCIALLY RELEASED (COLLECTIVELY, “BETA PRODUCTS”). THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, DRIVER AI DOES NOT PROVIDE ANY WARRANTIES, INDEMNITIES, SERVICE LEVEL COMMITMENTS EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, [ TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE BETA PRODUCTS. CUSTOMER OR DRIVER AI MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.

Indemnification

Indemnity by Driver AI
Driver AI will defend and indemnify Customer against any claim, demand, actions, or lawsuits, (each, a “Claim” and, collectively, “Claims”) made or brought against Customer by a third party alleging that the use of the Platform or any of the Driver AI Materials as permitted hereunder infringes or misappropriates the intellectual property rights of any third party, including but not limited to a United States patent, copyright or trade secret. Driver AI’s obligations under this Section 10.1 include paying for any  damages (including punitive, special, consequential, indirect, exemplary or incidental damages), losses, reasonable attorneys’ fees, costs, expenses, liabilities and settlement,  finally awarded against Customer in connection with any such Claim (or any settlement approved by Driver AI); provided that: (a) Customer will promptly notify Driver AI of such Claim; (b) Driver AI will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Driver AI may not settle any Third Party Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability); and (c) Customer reasonably cooperates with Driver AI at Driver AI’s expense in connection therewith. If the use of the Platform by Customer has become, or in Driver AI’s opinion is likely to become, the subject of any claim of infringement, Driver AI may, at its option and expense: (i) procure for Customer the right to continue using the Platform as set forth hereunder; (ii) replace or modify the Platform to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the Agreement, and provide a pro rata refund of any prepaid and unexpended fees. Driver AI will have no liability or obligation with respect to any Third Party Claim to the extent such Third Party Claim is caused by: (A) use of the Driver AI Materials by Customer other than as expressly permitted under this Agreement but for such use the Third Party Claim would not have occurred; (B) modification of the Driver AI Materials by any party other than Driver AI or a third party on Driver AI’s behalf but for such  modification the Third Party Claim would not have occurred; (C) Customer’s Confidential Information, including Customer Data; (D) the combination, operation or use of the Driver AI Materials with other applications, portions of applications, product(s), or services, including Third Party Technology, where the Platform would not by itself be infringing (clauses (A) through (C), “Excluded Claims”). This Section states Driver AI’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

Indemnification by Customer
Customer will defend and indemnify Driver AI against any Excluded Claim made or brought against Driver AI by a third party,; provided that: (a) Driver AI will promptly notify Customer of such Excluded Claim; (b) Customer will have the sole and exclusive authority to defend and/or settle any such Excluded Claim (provided that Customer may not settle any Excluded Claim without Driver AI’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Driver AI of all liability); and (c) Driver AI reasonably cooperates with Customer in connection therewith.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING OUT OF A PARTY’S OBLIGATIONS UNDER SECTIONS 2.3 (CUSTOMER RESTRICTIONS), 4.2 (CUSTOMER DATA), 4.3, 5 (CONFIDENTIALITY), 10 (INDEMNITY), UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THE AGREEMENT FOR: (a) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; OR (b) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF TWO TIMES THE AMOUNTS PAID BY CUSTOMER UNDER THE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. 

General

Publicity
Customer agrees that Driver AI may refer to Customer’s name and trademarks in Driver AI’s marketing materials and website but may not change or alter any trademarks belonging to Customer. Driver AI will not use Customer’s name or trademarks in any other publicity without Customer’s prior written consent (which may be by email).

Assignment; Delegation
Neither Party hereto may assign or otherwise transfer the Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign the Agreement without consent to a successor to all or substantially all of its assets or business related to the Agreement. Upon a change of control or other acquisition of Customer, Customer’s right to use the Platform will be limited to that number of users that were permitted to use the Platform immediately prior to such change of control or acquisition. Any attempted assignment, delegation, or transfer by either Party in violation hereof will be null and void. Subject to the foregoing, the Agreement will be binding on the Parties and their permitted successors and assigns.

Amendment; Waiver
No amendment or modification to the Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both Parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either Party to enforce any provision of the Agreement will not be deemed a waiver of future enforcement of that or any other provision.

Relationship
Nothing contained herein will in any way constitute any association, partnership, agency, employment, or joint venture between the Parties hereto, or be construed to evidence the intention of the Parties to establish any such relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein will give rise or is intended to give rise to any rights of any kind to any third parties.

Compliance with Law
Customer warrants that its use of the Driver AI Materials will comply in all respects with all applicable laws in connection with the Agreement, including without limitation the U.S. Export Administration Regulations and sanctions regulations administered by the U.S. Treasury Department. 

Unenforceability
If a court of competent jurisdiction determines that any provision of the Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the Parties, while the remainder of the Agreement will remain in full force and effect and bind the Parties according to its terms.

Governing Law
The Agreement will be governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws. The Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. 

Notices
Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the Parties must be sent to the respective address set forth in the signature blocks below, or such other address designated pursuant to this Section.

Entire Agreement
The Agreement, including all exhibits, attachments, and Orders, which are hereby incorporated by reference into and form a part of the Agreement, comprises the entire agreement between Customer and Driver AI with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Driver AI, its agents or employees will create a warranty or in any way increase the scope of the warranties in the Agreement. In the event of a conflict between the Subscription Terms and the terms and conditions of the Order, the Subscription Terms will control. 

Force Majeure
Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations, other than any obligations to make payments hereunder, due to causes beyond its reasonable control, including earthquake, flood, pandemic, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), any failure of Third Party Technology, or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.  Either Party may terminate this Agreement if any such force majeure event lasts for more than sixty (60) days. 

Government Terms
The Platform will constitute “commercial” computer software. Government technical data and software rights related to the Platform include only those rights customarily provided to the public as defined in the Agreement. These customary commercial licenses are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Driver AI to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.