Terms of Use

These Terms Of Use (THESE “TERMS”) set forth the legally binding terms and conditions between C3.ai, Inc. (“C3.ai”, “we”, “our,” and “us”) and you that govern your use of the website located at www.c3.ai and other websites that link to these Terms (collectively, the “Site”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. Access and use of the C3 AI Platform and C3 Applications is governed by a Master Subscription and Services Agreement, or other applicable agreement, between you and C3 AI, and not these Terms.

By accessing or using the site, you are accepting these terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these terms (on behalf of yourself or the entity that you represent). You may not access or use the site or accept the terms if you are not at least 18 years old. If you do not agree with all of the provisions of these terms, do not access and/or use the site. C3 AI reserves the right to update the terms at any time without notice to you. Continued use of our Site following any change to the terms indicates your acknowledgement of such changes and agreement to be bound by modified terms and conditions.

1.1 ACCOUNT CREATION

In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is current, complete, truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by sending an email to us at privacy@c3.ai and telling us, with sufficient detail, that you wish to delete your Account with us. C3 AI may suspend or terminate your Account in accordance with Section 10.

1.2 ACCOUNT RESPONSIBILITIES

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. C3 AI is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not share your account with anyone else. You agree to immediately notify C3 AI of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. C3 AI cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2.1 LICENSE

Subject to these Terms, C3 AI grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.

2.2 CERTAIN RESTRICTIONS

The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of C3 AI without the express written consent of C3 AI. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

2.3 MODIFICATION

C3 AI reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that C3 AI will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

2.4 NO SUPPORT OR MAINTENANCE

You acknowledge and agree that C3 AI will have no obligation to provide you with any support or maintenance in connection with the Site.

2.5 OWNERSHIP

Excluding any User Content that you may provide (defined in Section 3.1 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by C3 AI or C3 AI’s suppliers. Neither these Terms nor your access to the Site transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. C3 AI and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3.1 USER CONTENT

“User Content” means any and all information, data and content that a user uploads, posts, inputs, or submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3) and you are liable for any damages arising from a violation of the Acceptable Use Policy. Notwithstanding any other agreement you may have with C3 AI, your User Content is not confidential information and will not be treated as such by C3 AI. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by C3 AI. C3 AI is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. The C3 AI Privacy Policy at https://c3i.ai/privacy-policy/ governs any personal information that you provide us.

3.2 LICENSE

You hereby grant (and you represent and warrant that you have the right to grant) to C3 AI and its affiliates an irrevocable, perpetual, nonexclusive, transferable, royalty-free and fully paid, worldwide, unrestricted license to encode, store, transmit, publish, post, broadcast, adapt, modify, exhibit, commercialize, make, sell, reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, for any purpose whatsoever without attribution, accounting or compensation to you or your company. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You hereby grant us the right to publish your name in connection with your User Content. By posting User Content you represent and warrant that you own or otherwise control all of the rights to your User Content, including the rights necessary for you to provide, post, upload, input or submit the User Content and grant the license above to such User Content. The license set forth in this Section 3.2 shall be subject to the C3 AI Privacy Policy with respect to any personal information you provide us.

3.3 ACCEPTABLE USE POLICY

The following terms constitute our “Acceptable Use Policy”:

a. You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content: (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

b. You agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, Trojan horses, time bombs, cancelbots, corrupted files, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, political campaigning, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; (vii) use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of User Content; or (viii) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

Your use of the Site will also provide you with an ability to access and use the C3 AI Marketplace (“Marketplace”). Actual use of any C3 AI or third party software applications found on Marketplace will be subject to terms and conditions separate from these Terms. Your use of third party Marketplace applications will be governed by terms and conditions you must click-accept, or otherwise agree to with the third party provider, during the installation process, and all questions regarding such terms should be directed to the third party provider. Your use of C3 AI’s Marketplace applications will be governed by the terms and conditions in the applicable agreement between you and us, and all questions regarding such terms should be directed to us. If you access and use any Marketplace applications that are not C3 AI products, those applications may transmit your data (including User Content) that is on systems outside of C3 AI systems during normal use, and the providers of those applications may be able to obtain access to your data. That may result in the disclosure, modification or deletion of your data by those providers or their applications. Further, the Marketplace application provider and its agents and partners may collect and use, data pertaining to your configuration and use of the application. Notwithstanding anything contrary in these Terms, C3 AI is not responsible for any transmission, collection, disclosure, modification, use or deletion of your data, as described in this paragraph, by or through third-party Marketplace applications or their providers. Additionally, your terms and conditions with the third party provider, and any third party policies (including its privacy policy and data gathering practices) will apply with respect to your data. C3 AI may stop providing Marketplace (or any features of or listings within Marketplace), without prior notice to you. In addition, C3 AI may disable or remove content you have purchased on Marketplace, if C3 AI determines that such content may violate any regulations, policies, or laws.

5.1 THIRD-PARTY LINKS & ADS

The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of C3 AI, and C3 AI is not responsible for any Third-Party Links & Ads. C3 AI provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. C3 AI does not represent or warrant the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through any Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

5.2 OTHER USERS

Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content and C3 AI does not endorse any User Content. Your interactions with other Site users are solely between you and such users. You agree that C3 AI will not be responsible for any loss or damage incurred as the result of any such interactions or your use of any User Content. If there is a dispute between you and any Site user, we are under no obligation to become involved.

You agree to indemnify and hold C3 AI (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your User Content, (c) your violation of these Terms; or (d) your violation of applicable laws or regulations. C3 AI reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of C3 AI. C3 AI will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

You hereby release and forever discharge C3 AI (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). YOU ACKNOWLEDGE THAT YOU ARE FAMILIAR WITH THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND ANY LAW OR LEGAL PRINCIPLE OF SIMILAR EFFECT IN ANY JURISDICTION WITH RESPECT TO THE RELEASES AND/OR DISCHARGES GRANTED HEREIN, INCLUDING BUT NOT LIMITED TO THE RELEASES AND/OR DISCHARGES OF UNKNOWN CLAIMS.

THE SITE, INCLUDING ALL CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, C3 AI AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. NEITHER WE NOR OUR SUPPLIERS MAKE ANY WARRANTY THAT THE SITE, INCLUDING ALL CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL C3 AI OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, EVEN IF C3 AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR CUMULATIVE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE.

Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may refuse service, remove or edit content, including User Content, or suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our databases. C3 AI will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2-2.5, Section 3 and Sections 5 –14.

We reserve the right (but have no obligation) to review any User Content, and to investigate any violation of these Terms, and/or take appropriate remedial action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 10, and/or reporting you to law enforcement authorities.

C3 AI respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

• 1. your physical or electronic signature;
• 2. identification of the copyrighted work(s) that you claim to have been infringed;
• 3. identification of the material on our services that you claim is infringing and that you request us to remove;
• 4. sufficient information to permit us to locate such material;
• 5. your address, telephone number, and e-mail address;
• 6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• 7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for C3 AI is:
Designated Agent: General Counsel
Address of Agent: 1400 Seaport Blvd.,
Redwood City, CA 94063
Telephone: +1 (650) 503-2200
Fax: +1 (650) 503-2295
Email: legal@c3.ai

If you provide C3 AI with any feedback or suggestions regarding the Site or any content on the Site (“Feedback”), you hereby assign to C3 AI all rights in such Feedback and agree that C3 AI shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate without attribution, accounting, or compensation to you. C3 AI will treat any Feedback you provide to C3 AI as non-confidential and non-proprietary. You agree that you will not submit to C3 AI any information or ideas that you consider to be confidential or proprietary.

14.1 GOVERNING LAW AND DISPUTE RESOLUTION

a. You agree that all matters relating to your access and use of the Site, including all disputes, will be governed by the laws of the United States and the laws of the State of California, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to this Agreement.

b. Any claim or dispute arising from your access and use of the Site shall be resolved in the United States District Court for the Northern District of California San Francisco Branch or the Superior and Municipal Courts of the State of California, San Mateo County, and you submit to the personal and exclusive jurisdiction thereof, and waive any venue or jurisdiction objections against such courts.

c. Notwithstanding the foregoing, in the event of your or other’s unauthorized access to or use of the Site or its content in violation of these Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14.2 EXPORT

The Site, including all content, software, products, services, materials, and information made available on or accessed through the site, may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from C3 AI, or any products utilizing such data, in violation of the United States export laws or regulations.

14.3 ELECTRONIC COMMUNICATIONS

The communications between you and C3 AI use electronic means, whether you use the Site or send us emails, or whether C3 AI posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from C3 AI in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that C3 AI provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

14.4 ENTIRE TERMS

These Terms constitute the entire agreement between you and us regarding the use of the Site, including all content, software, products, services, materials, and information made available on or accessed through the site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid, unenforceable, or illegal, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without C3 AI’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. C3 AI may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

14.5 COPYRIGHT/TRADEMARK INFORMATION

Copyright © 2020, C3.ai, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. The C3.ai, Inc. registered trademarks or other trademarks in the United States and/or other countries include: C3.ai, C3 AI, C3 Transform, C3.AI DTI, C3DTI, C3 Energy Management, BHC3, and BHC3.ai. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

14.6 CONTACT INFORMATION

C3.ai, Inc., 1400 Seaport Blvd., Redwood City, CA 94063, Attention: General Counsel.

February 19, 2020