These Terms of Service (the “Terms”) govern your access to and use of the Privil services, websites, and software (the “Services”) provided by Privil, Inc. (“Privil,” “we,” “us”). By accessing or using the Services, you agree to be bound by these Terms.
1. The Services
The Services consist of software, infrastructure, and content provided by Privil for the purpose of monitoring, classifying, and applying policy decisions to prompts and outputs sent to third-party generative AI providers. The Services may include API endpoints, browser extensions, network connectors, dashboards, and related documentation.
2. Accounts and access
Customers access the Services pursuant to an Order Form executed between Privil and the customer organization. End-user access is provisioned by the customer’s administrators. You are responsible for the confidentiality of your credentials and for activity that occurs under your account.
3. Acceptable use
You will not use the Services to:
- violate any law or third-party right;
- interfere with the operation of the Services;
- attempt to gain unauthorized access to any system or data; or
- circumvent any policy or audit control implemented through the Services.
You are responsible for the AI providers and underlying systems with which the Services interoperate.
4. Customer Data
“Customer Data” means the prompts, completions, configurations, and audit records you submit to or generate through the Services. As between Privil and the customer, the customer retains all rights, title, and interest in Customer Data. Privil’s processing of Customer Data is governed by the Data Processing Agreement.
5. Intellectual property
The Services, including all software, content, and documentation provided by Privil, are protected by intellectual-property laws and are licensed, not sold, to you. Privil retains all rights not expressly granted in these Terms.
6. Confidentiality
Each party will hold the other’s Confidential Information in confidence, use it only to perform under these Terms, and protect it with at least the degree of care used for its own confidential information (and not less than reasonable care).
7. Fees and payment
Customers pay the fees set forth in the applicable Order Form. Unless stated otherwise, fees are non-refundable and exclude applicable taxes. Past-due amounts may accrue interest at the lower of 1.5% per month or the maximum allowed by law.
8. Term and termination
These Terms remain in effect for the duration of the underlying Order Form. Either party may terminate for the other’s uncured material breach upon thirty days’ written notice. Upon termination, the customer’s right to use the Services ends. Sections that by their nature should survive will survive.
9. Disclaimers
Except as expressly stated, the Services are provided “as is” and “as available.” To the fullest extent permitted by law, Privil disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Privil does not provide legal advice and the Services are not a substitute for the independent professional judgment of licensed counsel.
10. Limitation of liability
To the fullest extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, or punitive damages. Each party’s aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by the customer in the twelve months preceding the event giving rise to the claim.
11. Indemnification
Each party will defend the other against third-party claims to the extent provided in the applicable Order Form or master agreement.
12. Governing law
These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York.
13. General
These Terms, together with the applicable Order Form and Data Processing Agreement, are the entire agreement between the parties regarding the Services. They supersede prior or contemporaneous agreements on the same subject. If any provision is held unenforceable, the remaining provisions remain in full force.
If you have questions about these Terms, contact legal@privil.ai.