Posit AI Beta Agreement

This Beta Agreement (“Beta Agreement”) is by and between Posit Software, PBC (“Posit”) and the entity or individual (“User” or “you”/”your”) identified by you on the Posit AI Beta Signup page (the “Signup Page”) and is effective on the date User clicks the “Sign up” button on the Signup Page or creates an account with Google or GitHub authentication (the “Effective Date”). If you are an individual and are entering into this Beta Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to all of the terms and conditions of this Beta Agreement. If you do not have such authority, do not sign up to use the Beta Service.

By agreeing to this Beta Agreement, you also agree to our website terms of use located here, our Acceptable Use Policy located here and our Privacy Policy located here. Please review these additional terms and conditions carefully, all of which are incorporated by reference into this Beta Agreement.

1. Sign Up and Registration. To use the Beta Service, you must complete the sign up process and register as a User. You agree that you will: (a) provide true, accurate, current and complete information about yourself or your company as prompted during the sign up process (“User Data”); and (b) maintain and promptly update the User Data to keep it accurate and current. Your login may only be used by one person; a single login shared by multiple people is not permitted. To be eligible to use the Beta Service, you must: (1) be 18 years of age or older; (2) be a human; accounts registered by “bots” or other automated methods are not permitted; (3) not be a competitor of Posit or using the Beta Service for reasons that are in competition with Posit; and (4) comply with the Beta Agreement, including the other legal terms linked in this Beta Agreement.

2. The Beta Service. Posit has developed and continues to develop its Posit AI service (referred to as the “Beta Service”), which is intended to provide various Posit software tools and agents with access to cloud-based AI resources. The Beta Service is in development and may contain technical, operational, security, and other errors and/or limitations. The Beta Service is provided on an “as-is” basis only. Posit will not provide support for the Beta Service. There is no service level agreement for the Beta Service and Posit will not continually monitor the Beta Service. Posit reserves the right, any time and from time to time, to update, modify, revise, replace, refuse access to, suspend or discontinue the Beta Service, temporarily or permanently, partially or entirely, with or without notice. Posit will not be liable to User or to any third-party for any update, modification, revision, replacement, suspension, refusal of access or discontinuance of the Beta Service or any of User’s Content.

3. Account Security. You are responsible for safeguarding the password that you use to access the Posit Service. You are responsible for any activities or actions under your account or anything that happens through your account. You will immediately notify Posit of any unauthorized use of your account and you acknowledge that if you wish to protect the transmission of your Content, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Beta Service.

4. License. Posit grants User the right to use the Beta Service for testing and evaluation purposes only, subject to this Agreement. Except as provided in this Section 4, this Beta Agreement does not convey any right, title or interest in or to the Beta Service, any software used therein, or any associated intellectual property rights. User may not: (a) sublicense, resell, transfer, distribute, or assign the Beta Service; (b) use the Beta Service for any purpose competitive to Posit, or otherwise commercially exploit the Beta Service or make it available to any third party; (c) modify or make derivative works based upon the Beta Service or reverse engineer, decompile or disassemble the Beta Service; (d) use the Beta Service in any illegal or unlawful manner or for any illegal or unlawful purpose; or (e) perform any act which interferes with or disrupts the Beta Service. Posit will not charge you fees for your use of the Beta Service during the Beta Term.

5. Beta Term. The term of this Beta Agreement begins on the Effective Date and expires on the date to be determined by Posit (the “Term”), provided, however, that Posit may terminate this Beta Agreement (and User’s use of, and access to, the Beta Service) in its sole discretion at any time. Posit will determine if and/or when, following the Effective Date, User may access the Beta Service. Some Users may not be given access to the Beta Service.

6. Restrictions on Use. User must comply with all applicable laws, rules, regulations and guidelines when using the Beta Service, and further agrees not to do any of the following:

• Use any Content with the Beta Service that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes, violates or misappropriates another’s rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law, rule or regulation (including those with respect to privacy and/or data security) or would give rise to civil liability;
• Upload, input or transmit any Sensitive Data in connection with the Beta Service, where “Sensitive Data” means (a) social security numbers, passport numbers or other government issued identification numbers; (b) health or medical information, including without limitation Personal Health Information as defined by HIPAA; (c) financial account information or payment card data, including any information subject to the Gramm-Leach-Bliley Act or PCI-DSS; (d) information that must be protected in accordance with specific or heightened security requirements imposed by applicable laws, rules or regulations or industry standards or which would require notification to government agencies, individuals or law enforcement if subject to unauthorized access, use or disclosure; (e) information that reveals gender, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, sex orientation or activities, or genetic or biometric data of an identified or identifiable person; or (f) education records covered by FERPA; (g) or other information which a reasonable person would recognize as being highly sensitive;
• Use the Beta Service in a manner that could give rise to Posit having obligations under applicable laws, rules or regulations relating to Sensitive Data;
• Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures related to the Beta Service;
• Interfere with, or attempt to interfere with the Beta Service or the access of any other user, host or network, including, without limitation, disrupting the performance or integrity of the Beta Service; sending a virus or other malicious code, overloading, flooding, or spamming the Beta Service; or plant malware on Posit’s computer systems, those systems of Posit’s providers, or otherwise use the Beta Service to attempt to distribute malware or other malicious code; and
• Frame or mirror any part of the Beta Service, other than framing on User’s own intranet or otherwise for User’s own internal business purposes.

7. Confidentiality. User agrees not to disclose Posit’s Confidential Information without Posit’s prior written consent. “Confidential Information” includes: (a) the Beta Service, including its functionality, look/feel and performance; (b) all intellectual property; (c) financial (including pricing) and business information; and (d) any other information designated by Posit as “Confidential.”

8. Content and its Use by Posit. Any information you input into the Beta Service, including your queries, or make available for analysis by the Beta Service, is referred to as “Input Data.” Any information output by the Beta Service in response to your Input Data is referred to as “Output Data.” Together, Input Data and Output Data are referred to as “Content.” You own the Content. You represent and warrant that your Input Data and its use through the Beta Service, as enabled by you, (a) does not infringe, violate, or misappropriate any third party rights; and (b) complies with the terms of this Beta Agreement. Posit will use your queries and Output Data to provide, maintain, develop, train and improve the Beta Service, comply with applicable law, enforce this Beta Agreement, and keep the Beta Service safe. You may not opt out of having Posit use your Content as described in the preceding sentence. If you do not want Posit to use your Content in this manner, do not use the Beta Service. Further, the Beta Service relies on third-party LLM and other providers, and your Content will be shared with such third-parties for processing Input Data and providing Output Data in connection with your use of the Beta Service.

9. Accuracy. Posit is working to make the Beta Service accurate, reliable, safe, and beneficial. However, given the nature of AI and machine learning, use of the Beta Services may result in inaccurate Output Data. As a result, when you use the Beta Service, you understand and agree:

• Output Data may not always be accurate. You should not rely on Output Data from the Beta Service as a sole source of truth or factual information, or as a substitute for your own assessment and review.
• You must evaluate Output Data for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output Data from the Beta Service.
• You must not use any Output Data relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
• The Beta Service may provide incomplete, incorrect, or offensive Output Data that does not represent Posit’s views. If Output Data references any third party products or services, it doesn’t mean the third party endorses, or is affiliated with, or is endorsed by, Posit.

10. Disclaimer; Limitations of Liability. POSIT MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO USER, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WORKMANLIKE QUALITY, NON-INFRINGEMENT, TITLE, SUITABILITY, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE OR THAT THE BETA SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS MAY OTHERWISE BE REQUIRED BY LAW, IN NO EVENT SHALL POSIT BE LIABLE TO USER UNDER ANY THEORY OF LIABILITY, INCLUDING LOSS OF CONTENT, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR OTHER DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, ARISING FROM OR IN RELATION TO THIS BETA AGREEMENT OR THE USE OF THE BETA SERVICE.

11. Indemnification. User agrees to indemnify, defend and hold harmless Posit and its officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, loss, government fines, costs and expenses (including reasonable attorney’s fees and litigation expenses), arising out of or related to any alleged or actual breach of this Beta Agreement, including the legal terms lined in this Beta Agreement, by User.

12. Notifications and Service Messages. For purposes of providing service messages and notices about the Beta Service to User, User agrees that Posit may notify User via the email address associated with User’s account. You also agree that Posit may communicate with you through User’s Posit account or through the Beta Service. User acknowledges and agrees that Posit will have no liability associated with or arising from User’s failure to maintain accurate User Data, including, but not limited to, User’s failure to receive critical information about the Beta Service.

13. General. This Beta Agreement, including the legal terms linked in this Beta Agreement, constitutes the entire understanding of the parties with respect to the Beta Service and cannot be amended except by a writing signed by authorized representatives of both parties. Neither party has relied on any statement, representation or promise of the other party, except as expressly set forth in this Beta Agreement. User may not assign performance of this Beta Agreement or any of its rights or delegate any of its duties under this Beta Agreement without the prior written consent of Posit. This Beta Agreement is governed by the laws of the Commonwealth of Massachusetts applicable to contracts entered into and wholly to be performed therein. Any and all disputes arising out of or related to this Beta Agreement or performance hereof, shall be brought in the Federal or state courts in the Commonwealth of Massachusetts and the parties agree to the exclusive jurisdiction thereof for such purposes and waive any objection thereto.