Defined.ai's Supplier Program - General Terms & Conditions

Entered into between Defined.ai and YOU (“the Applicant Company”),

Each individually, the “Party”; together, the “Parties”

GENERAL TERMS & CONDITIONS

These General Terms & Conditions (hereinafter, “the GT&C”) are entered into between the Parties as of the moment the Applicant Company either submits an application form through Partnerships | Defined.ai page or both Parties’ digitally or manually execute the GT&C or the GT&C embedded in Data License Agreement & Provision of Services), whichever is earliest (the “Effective Date”).

1. RECITALS

1.1. WHEREAS Defined.ai is building the ultimate marketplace for ethical, high-quality AI training data.
1.2. WHEREAS Defined.ai platform is designed to empower AI creators, giving them the tools they need to develop, scale, and optimize responsible and impactful AI solutions across various industries.
1.3. WHEREAS Defined.ai service catalogue (as defined below) includes the delivery of: (i) data out of its Marketplace (“OTS”) or (ii) third-parties (Data Suppliers) proprietary datasets (“PD”), and data services such a) new data collection, b) Crowd-as-a-Service (“CaaS”), c) Evaluation of Experience (“EoE”) or d) Reinforcement Learning from Human Feedback (“RLHF”).
1.4. YOU wish to apply (the “Application”) for the Defined.ai’s Supplier Program (as set forth below).
1.5. YOU acknowledge and agree that the GT&C are binding and enforceable for both the Applicant Company and Defined.ai.
1.6. The GT&C include Mutual Non-Disclosure Agreement (section 4 herein).

YOU (hereinafter, “the Applicant Company”) hereby represent and warrant that this Application was made by a person who holds sufficient powers and/or are legally authorized to bind the Applicant Company, the details of which the Applicant Company has accurately and truthfully provided to Defined.ai. By executing the GT&C under the terms set forth herein, the Applicant Company simultaneously and unreservedly accepts the GT&C, as well as Defined.ai’s Privacy Notice ( Privacy Policy | Defined.ai), Defined.ai’s Ethical Manifesto (Ethical AI Manifesto by Defined.ai) and Defined.ai’s Code of Conduct for Suppliers.

2. SUPPLIER PROGRAM

The Applicant Company is obliged to undergo Defined.ai vetting process aimed at verifying and continuously keeping consistent alignment with Defined.ai’s best practices and policies, as an essential and non-negotiable condition to qualify and retain the Supplier status (the “Supplier Program”). Should Applicant Company/Supplier fails to provide Defined.ai with documented evidence and fully comply with the Supplier Program, Define.ai reserves the right not to proceed with the hiring of any services, purchasing or licensing any goods from Applicant Company. The Supplier Program is comprised by the following vetting stages (the “Vetting Process”):

2.1. Stage 1 – Enrolment. This stage entails the GT&C execution and overarching appraisal of Applicant Company’s compliance standards (Company-level Ethical Questionnaire), focused on Applicant Company’s Terms of Service, Privacy Notice, Data Protection Policy, Anti-Money Laundering Policy, Anti-Terrorism Financing and Proceeds of Unlawful Activities (“AML”), Anti-Trust Policy, Anti-Corruption and Bribery Policy, AI Governance Policy, Intellectual Property Management Policy, Health and Safety Policy, Modern Slavery & Trafficking Policy.
2.2. Stage 2 – Clearance. This stage entails both the execution of Defined.ai’s Data License Agreement & Provision of Services and full completion of Defined.ai’s Dataset-level Ethical Questionnaire Forms, each one linked to the category of data samples submitted by Applicant Company.
2.3. Stage 3 – Onboarding. Provided that Stage 1 and Stage 2 of the Vetting Process are deemed satisfactory by Defined.ai, the Applicant Company is admitted into Defined.ai’s Supplier Program.
2.4. Stage 4 – Maintenance. The Supplier status maintenance is contingent on comprehensive, systematic and persistent compliance with Defined.ai’s quality and ethical standards. For clarity, each new set of Data samples submitted by Supplier are subject to Stage 2 of the Vetting Process.

3. SAMPLE SUBMISSION, ASSESSMENT AND SHOWCASE

3.1. Commitment. Applicant Company is accountable for its actions when submitting samples for review and for any resulting outcomes. Specifically, and without this implying any restriction to the above, Applicant Company undertakes and warrants: (i) not to send, upload, distribute or disseminate any program, data, virus, code or any other physical or electronic device that is likely to cause damage to it, to any of the services, or to any of our equipment, systems, or networks, of any other user or, in general, of any third-party; (ii) not to send, upload, distribute or disseminate through Defined.ai’s any content that infringes industrial and/or intellectual property rights or trade secrets of third-parties, nor, in general, any content of which it does not hold, in accordance with applicable legislation, the right to make it available to third-parties; (iii) not to send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (iv) that the samples provided do not infringe our rights or any third-party rights, including any intellectual property rights, privacy rights, publicity rights, or contractual rights, regardless of their nature; (v) that the samples submitted are representative of Applicant Company’s datasets at large.
3.2. Showcase. Applicant Company grants Defined.ai a worldwide, free, non-exclusive and unencumbered license to share the data samples with Defined.ai’s customers with a view to gauging interest and seeking potential business opportunities.
3.3. Disclaimer. Defined.ai assumes no liability for any action or inaction regarding transmissions, communications or content provided by Applicant Company. The Applicant Company is the sole and exclusive accountable Party vis-à-vis legal and technical conformity of the data samples and corresponding metadata submitted to Defined.ai. summary evaluation for the preconditions set out in section 1 and section 2 of the GT&C.
3.4. Indemnification. Applicant Company agrees to defend, indemnify and hold harmless Defined.ai and its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assignees from and against any third-party claims arising out of or relating to Applicant Company’s breach of the GT&C. The total liability under this clause shall be limited to an amount not exceeding two (2) times the total value of business conducted between the parties under the GT&C. Any reciprocal obligations of Defined.ai towards the Applicant and/or Third Parties shall be addressed separately in a Data License Agreement (DLA), if and when executed between the parties.
3.5. No Exclusivity; No Minimums. The GT&C are non-exclusive, and nothing in the GT&C prevents either Party from entering into the same or similar relationship with others and nothing herein will be construed as creating a minimum commitment for business on either Party.
3.6. Audit Rights. Defined.ai reserves the right to audit the Applicant Company to assess compliance with the Supplier Program. Such audits shall be conducted no more than once per calendar year, unless a material breach is suspected. Defined.ai shall provide at least fifteen (15) business days’ prior written notice before initiating any audit. Audits shall be conducted during regular business hours and in a manner that minimises disruption to the Applicant Company’s operations.

4. MUTUAL NON-DISCLOSURE AGREEMENT (the “NDA terms”)

4.1. Object. The Parties wish to explore a possible business relationship (the “Relationship”) in connection with which each party has disclosed and/or may disclose its Confidential Information (as defined below) to the other. These NDA terms are intended to allow the Parties to pursue the Relationship while protecting each party’s Confidential Information against unauthorized use or disclosure. Where an exhaustive or more specific non-disclosure agreement is entered into between the Parties, the terms laid down therein shall apply as a supplement to these NDA terms.
4.2. Definition of Confidential Information. “Confidential Information” means any oral, written, graphic or machine‑readable information including, but not limited to, that is, or which relates to information, trade secrets, know-how, processes, ideas, inventions (whether patentable or not), product development plans, forecasts, strategies, business plans and strategies, agreements with third parties, services, customers, marketing or finances of the disclosing party. All reproductions, copies or embodiments, in whole or in part, of the Confidential Information shall carry a confidential, proprietary notice similar to that with which it was submitted to the receiving party. The receiving party shall not remove any proprietary rights legend from, and shall, upon the disclosing party’s reasonable request, add any proprietary rights legend to, materials disclosing or embodying Confidential Information.
4.3. Nondisclosure of Confidential Information.
(a) Each party agrees not to use any Confidential Information disclosed to it by the other party for its own use or for any purpose other than to carry out discussions concerning the undertaking and maintenance of the Relationship. Neither party shall disclose or permit disclosure of any Confidential Information of the other party to third parties or to employees of the party receiving Confidential Information, other than directors, officers, employees, consultants and agents who are required to have the information in order to carry out the discussions regarding the Relationship. Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under these NDA terms to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Each party agrees to notify the other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of the disclosing party which may come to the receiving party’s attention.

(b) During this Agreement and for a period of 3 (three) years following its termination, each Party shall hold in confidence and not use for any purposes unrelated to this Agreement or disclose to any third party (except the Party’s employees, agents or contractors who have a need to know and who are subject to confidentiality obligations at least as restrictive as those in this Agreement) any Confidential Information of the other party. Each party agrees to take all reasonable steps to ensure that the Confidential Information is not disclosed or distributed by its employees, contractors, or agents in violation of this Agreement.

(c) Non-Circumvention. During and for a period of 12 (twelve) months after the term of this Agreement, where an actual or potential transaction or project is presented by Defined.ai to Applicant Company, as of the moment that Defined.ai relays its general scope and object, in writing, and unveils the name of the customer, Applicant Company warrants that under no circumstances will it, its employees, affiliates, assigns or agents attempt to directly or indirectly do business dealings regarding such business opportunity except as directly through Defined.ai or otherwise solicit any business contacts found or otherwise referred by Defined.ai for the purpose of circumventing. If such circumvention occurs, such infringement will constitute a material breach of this Agreement. Furthermore, Defined.ai shall immediately be entitled to any and all fees arising from the breach of the non-circumvention obligation upon demand. The Parties agree and acknowledge that all business opportunities introduced by Defined.ai represent significant efforts and working relationships that are unique to, and part of, the work product and intellectual capital. Without Applicant Company signed assent to these terms, Defined.ai would not introduce any business opportunity or disclose any confidential information to Applicant Company as herein described.

(d) Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other which the receiving party can prove:

(i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;

(ii) was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;

(iii) is disclosed with the prior written approval of the disclosing party; or

(iv) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such Confidential Information shall remain subject to all the provisions of these NDA terms.
4.4. Return of Materials. Any materials or documents containing Confidential Information that have been furnished by one party to the other in connection with the Relationship shall be promptly returned by the receiving party, accompanied by all copies of such documentation, within ten (10) calendar days after (a) the Relationship has been terminated, (b) the written request of the disclosing party or (c) the termination or expiration of these NDA terms. In addition, the receiving party will destroy all tangible media that contain Confidential Information during these ten (10) calendars day period.
4.5. Acknowledgements. The Parties acknowledge that Confidential Information received pursuant to these NDA terms may still be under development, or may be incomplete, and that such Confidential Information may relate to products that are under development or are planned for development. THE DISCLOSING PARTY MAKES NO WARRANTIES EXPRESS OR IMPLIED, REGARDING THE ACCURACY OF THE CONFIDENTIAL INFORMATION. The disclosing party accepts no responsibility for any expenses or losses incurred by the receiving party as a result of the receiving party’s receipt or use of Confidential Information. THE DISCLOSING PARTY MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT WILL INTRODUCE ANY PRODUCT OR SERVICE RELATING TO THE CONFIDENTIAL INFORMATION.
4.6. No Rights Granted. Nothing in the NDA terms shall be construed as granting any rights under any patent, copyright, or other intellectual property right of either party, nor shall the NDA grant either party any rights in or to the other party’s Confidential Information other than the limited right to use the Confidential Information in connection with the Relationship.
4.7. Successors and Assigns. The terms and conditions of these NDA terms shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties, provided that Confidential Information of the disclosing party may not be assigned without the prior written consent of the disclosing party. Nothing in these NDA terms, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of these NDA terms, except as expressly provided in these NDA terms.
4.8. Remedies. The Parties agree that their respective obligations set forth in these NDA terms are necessary and reasonable in order to protect the disclosing party and its business. The Parties each expressly agree that due to the unique nature of the disclosing party’s Confidential Information, monetary damages would be inadequate to compensate the disclosing party for any breach by the receiving party of its covenants and agreements set forth in these NDA terms. Accordingly, the Parties each agree and acknowledge that any such violation or threatened violation shall cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to obtain injunctive relief against the threatened breach of these NDA terms or the continuation of any such breach by the receiving party, without the necessity of proving actual damages or of posting a bond.

5. FINAL PROVISIONS

5.1. Supplier Program Entire Agreement. The GT&C are the product of both of the Parties hereto and constitutes the entire agreement between such Parties pertaining to the subject matter hereof and merges all prior negotiations and drafts of the Parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the Parties hereto regarding such transactions are expressly canceled. Defined.ai. reserves the right to revalidate NDA terms upon execution of Defined.ai’s Data License Agreement & Provision of Services), as applicable.
5.2. Independent Contractors. The Parties are independent contractors, and nothing contained in the GT&C shall be construed to constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
5.3. Governing Law. The GT&C and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed, and interpreted in accordance with the laws of the State of Washington without giving effect to principles of conflicts of law.
5.4. Dispute Resolution. If there is a dispute between Parties related to the GT&C or any related Agreement, the Parties will appoint an appropriate person from their respective management to resolve the dispute in good faith. If those persons cannot resolve the dispute within thirty (30) days from the date of first meeting, any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in King County, Washington, and the parties hereby consent to the personal jurisdiction and venue therein. In any action, suit or proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees, court costs and other expenses from the other party.
5.5. Term and Termination. The Term of the GT&C begins on (the “Effective Date”) and will continue in effect until terminated pursuant to Section 5.5.1
5.5.1. Termination. Either Party may terminate this the GT&C by convenience, effective on written notice to the other Party, given 60 (sixty) days’ prior notice. Either Party will have the right to terminate this the GT&C immediately upon written notice at any time if the other party is in material breach of any warranty, material term, or covenant of this the GT&C and fails to cure that breach within 30 (thirty) days after written notice of that breach.
5.5.2. Effect of Expiration or Termination. The commitments made by each Party pursuant to the GT&C shall survive any termination.
5.6. Severability. If one or more provisions of the GT&C are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from the GT&C, (b) the balance of the GT&C shall be interpreted as if such provision were so excluded, and (c) the balance of the GT&C shall be enforceable in accordance with its terms.
5.7. Notice. All notices required to be sent by either party under the GT&C shall be deemed given (a) when sent by e-mail with read and delivery receipts, (b) upon receipt, after being sent by commercial overnight courier with written verification of receipt or (c) upon receipt, after being mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at the respective addresses, or at such other address which may hereinafter be designated in writing.
5.8. Amendment and Waiver. Any term of the GT&C may only be amended with the written consent of the Parties. Any amendment or waiver effected in accordance with this section 5.8. shall be binding upon the Parties and their respective successors and assigns. Failure to enforce any provision of the GT&C by a party shall not constitute a waiver of any term hereof by such party.

The Parties have executed the GT&C to be effective as of the Effective Date