The following general Terms of Service (“Terms”) represent the binding agreement, along with any other agreements that are referenced under these Terms, between the Client (“You”) and Inbenta Holdings Inc. (or “Inbenta”, “We” or “Us”). “We” or “Us” may or may not be capitalized in these Terms and may also refer to both you and Inbenta.
These Terms, when combined with the terms of any associated Proof of Concept, Implementation, Subscription, or other agreements (“Referenced Agreement(s)”), govern your use of the Inbenta Software and Subscription. By signing any Referenced Agreements, you are automatically bound by the terms of both the Referenced Agreement and these Terms.
Our General Terms of Service are always updated at General Terms of Service – Inbenta.
1.1. Acceptable Use Policy
The Client undertakes to fully comply with the following Acceptable Use Policy:
This Acceptable Use Policy (hereinafter this “Policy”) applies to users accessing Inbenta Holdings Inc.’s (“Inbenta”) Software as a Service, Information Assets and Information Systems (the “Services”).
The purpose of this document is to define clear rules for using the information assets provided or arranged by Inbenta Holdings Inc.
Inbenta may modify this Policy at any time by posting a revised version on its website. By using the Services, the Client agrees to the latest version of this Policy. If the Client fails to fulfill the terms of this Policy, or authorizes or helps others to do so, Inbenta may suspend or terminate the Client’s use of the Services.
The Services: Inbenta Holdings Inc.’s (“Inbenta”) Software as a Service (SaaS), Information Assets and Information Systems.
The Software: They include the computer programs and the documentation owned by Inbenta that is being licensed to the Client, regardless of the format they are in. By way of example, which is non-comprehensive, the Software may consist of source code and/or object code, SDKs, docker containers, APIs, access and use of the Inbenta SaaS, etc.
Software owned by Inbenta that is being licensed to the Client.
Information Systems: Cloud servers, network infrastructure, system and application software, as well as other computer subsystems and components, which are owned or used by Inbenta or under Inbenta’s responsibility to provide the Services. The use of an Information System also involves all internal or external services, such as Internet access, e-mail, etc.
Information Assets: Within this Policy, the term Information Assets is applied to Information Systems and other information/data, irrespective of its form, i.e. electronic information and paper documents managed under these Services.
Users: Within this Policy, the term “users” refers to any individual accessing the Services.
Instance: Within this Policy, an Instance represents each environment that Inbenta provides to the Client for using the Service, with its dedicated Knowledge Base, usage dashboards and API keys.
1.1.2 Purpose and Scope
22.214.171.124. Through this Contract, Inbenta grants to the Client, who accepts, a non-exclusive and non-transferable license for using the hired Services. The purpose of this Agreement (the “Purpose”) is to grant the Client the right to use the Software under the terms established in this Agreement.
126.96.36.199. Likewise, the license to use the Services includes, in addition to that set out in point 1 of this clause, the technical support documentation for Software use and operability, including the user manual, the specifications and instructions for installation and use, whereas any additional information is regularly provided by Inbenta to the Client, for their own use, during the term of this Contract (hereinafter, the “Documentation”), whose purpose is to ensure correct operation of the Software and greater efficiency in its use and operability.
The license is granted on a non-exclusive, non-assignable and non-transferable, indivisible basis, and without the right to create derivative works, for the duration detailed in the Term and Termination clause of the Agreement and for the purpose of providing the Services.
188.8.131.52. The license includes not only the current Software version, but also as many improvements, corrections, revisions, updates (including new versions) as Inbenta may introduce, develop or implement on said Software during this Agreement, in line with the Purpose described, which involves, among others, improving the quality of the Software features, updating its source codes, adapting it to new circumstances in the technological market or new demands on systems, as well as improving or expanding its functions. The deliverables described above and detailed below will be provided to the Client under the terms specified in the Offer.
In this sense, Inbenta specifies that the Software made available in the cloud is automatically updated when improvements are made to the systems.
1.1.3. Client liabilities
The Client is responsible for all activities that occur in their instances, regardless of whether they authorize these activities or they are undertaken by them, their employees or a third party (including contractors and End Users). Inbenta and its affiliates are not responsible for unauthorized access to the Client’s instances.
The Client must use the Information Systems only for the purposes they have been authorized for, i.e. for which they have been granted access rights.
The Client must take all reasonable precautions to safeguard any credentials (e.g. a username and password, e-mail address, smart card or other security token). They must prevent another person or organization from using their access rights, i.e. username, directly or indirectly, and must not attempt to obtain or use anyone else’s credentials.
Access to the Services will only be granted to duly authenticated users through a unique and secure username and strong password combination that must be renewed on a regular basis. The Client must only allow authorized employees to manage their accounts and is responsible for all contents and transactions related to these accounts. The Client is also responsible for keeping the list of users with access to Inbenta’s Information Systems up to date.
The Client shall ensure that their Contents and the End Users’ use of their Contents will not violate this Policy and any applicable legislation. The Client is solely responsible for the development, operation, maintenance as well as privacy compliance and use of their contents.
The Client is responsible for properly integrating, configuring and using the Services and otherwise taking appropriate action to secure, protect and back up their instances and Contents in a manner that will ensure appropriate security and protection.
This must include the use of data encryption both in transit and at rest and of the obfuscation tool Inbenta provides, whenever possible, to protect the user’s personal information from unauthorized access and exposure.
If the Client becomes aware of any violation of this Policy, they must notify Inbenta immediately and provide assistance, as requested, to stop or remedy the violation. Contact channels: Support Center.
184.108.40.206. End Users
The Client is responsible for the End Users’ use of the Client’s Contents and Services.
The Client shall ensure that all End Users comply with the Client’s obligations under this Policy and that the terms of the Client’s security and privacy policies with each End User are in line with this Policy.
1.1.4. Acceptable use of the Information Assets and Information Systems
The Client shall not use the Services to compromise the security or integrity of any network, computer or communications system, software application, network, computer device or personal data, or in a manner that unnecessarily weakens the performance of the information system or poses a security threat. Unauthorized activities include:
- Illegal, harmful or fraudulent activities: to create, transmit or manipulate information with the intent to defraud, gain personal profit or other uses beyond those established by contract.
- Infringing content: to create, transmit or manipulate information that infringes Inbenta’s intellectual property rights, or breach the terms of licenses for software or other material, as set out in these General Terms of Service.
- Harmful content: to disrupt Inbenta’s systems, deny access to them or else corrupt or destroy their data.
- To access, delete, modify or disclose Information Assets belonging to Inbenta without Inbenta’s permission, including attempting to probe, scan or test the vulnerability of a System, or also to breach any security or authentication measures used by a System.
- Avoiding System restrictions. Using manual or electronic means to avoid any use limitations of a System, such as access and storage restrictions.
- Interception. To monitor the use of information or communication systems without Inbenta’s explicit permission. This includes monitoring of network traffic; network and/or device discovery; wi-fi traffic capture; installation of keylogging or screen grabbing software that may affect users other than yourself; attempting to access system logs or servers or even network equipment.
- Adding scripts hosted by Inbenta to pages where credit card information or any other sensitive information is being collected. Inbenta is not PCI DSS compliant. Adding a component from a vendor that is not PCI DSS compliant to the checkout page makes the entire payment process non-compliant with PCI DSS. The alternative is to host that script in the Client’s datacenter and secure it using Subresource Integrity.
1.1.5. Policy Enforcement
Inbenta reserves the right to investigate any failure to fulfill this Policy or any misuse of the Services by the Client and their partners.
Inbenta may report any activity that it suspects violates any law or regulation to the appropriate law enforcement agencies. The report may include the disclosure of appropriate Client information, if required by the law enforcement agencies.
1.2. Intellectual Property
Inbenta is the sole, legitimate and full owner of the intellectual property rights over the Software and the documentation associated with it. We will provide you with Software hosting services. This means we will provide you with hosting services from our own servers and online access.
All copyrights, database rights and any other patent right regarding the Software belong to Inbenta.
All copyrights, database rights and any other patent right regarding the information provided by you (including all the information contained in or coming from your website) belong to you.
Any generic question model created by Inbenta or a third party designated by us, all the general information regarding the use of the Software, any idea obtained by us as to the use of synonyms, jargon, etc. can be used by us or a third party designated by us for other Clients’ benefit. Your proprietary content, such as your FAQs, cannot be used by Inbenta for providing Services to other Clients.
In order to apply these Terms, Affiliate shall mean any related legal entity of yours, including subsidiaries and parent companies. In order to apply the pricing in any Referenced Agreements, Affiliates may or may not be included in such pricing.
We mutually license the use of each other’s brands and trade names in the communications regarding the relationship derived from these Terms and the use of the Software. Prior written consent from the owner of such brands and trade names will be required in relation to any public statement or communication issued by either of us. The rights pertaining to any brand or trade name registered or used by you or us belong to you or us, respectively.
1.2.1. License to use
Under the terms herein and any Referenced Agreements, we grant you and your Affiliates a limited, non-exclusive and worldwide license to use the Software as specified in these Terms and any Referenced Agreements, (a) according to the documentation provided by us, (b) for your sole use. Any copy of the Software implying a breach of this agreement will be deemed a copyright breach.
Under any circumstance, you agree not to: (a) allow third parties to distribute copies of the Software or of the related documentation to a person or entity outside the licensed website, (b) reproduce, modify or copy the Software and the related documentation, except when clearly allowed by the applicable legislation, these Terms or written consent, (c) provide, rent, sell or transfer by any means the Software or a copy of all or part of such Software or use it for the benefit of third parties, (d) disassemble, use reverse engineering, compile or decompile the Software. If you need information concerning the interoperability of the Software with other programs, you shall not take apart or decompile the Software to obtain such information, and you agree to request it from us in writing. Once we have received your request, we will reasonably determine if you need such information for the interoperability of a program that was independently created with other programs and we will provide such information as soon as reasonably feasible or will, at your own cost, assist you with the said interoperability or else communicate that we will not provide such information or assistance.
Under any circumstance, we undertake not to: (a) share with third parties any of your documentation, passwords, platform information, codes or confidential information, or that of your Affiliates’ websites; (b) modify your website and its contents without written consent, except for the modifications that were specified for the Project and are the reason for this agreement; (c) reproduce, modify or copy your platform software and the related documentation, except when clearly allowed by the applicable legislation, these Terms, or your written consent.
1.2.3. Limitation of liability
Both Parties and/or their respective Affiliates shall be liable to the other Party solely and exclusively for special, indirect, incidental, consequential or exemplary damages of any nature whatsoever, arising from or in connection with this Agreement, which they have proven to have caused, even if they have been advised of the possibility of such damages. The foregoing shall apply regardless of any negligence or other fault of either party and regardless of whether such liability arises from the contract, negligence, tort, strict liability or any other liability theory. Neither Party’s liability under these Terms shall exceed the aggregate amounts paid in accordance with these Terms.
1.3. Personal data processing
The services and products are operated by INBENTA HOLDINGS, INC. and its affiliates. Processing of personal data under this Agreement must be in accordance with applicable local laws, and the specific terms and conditions of data processing, where appropriate, must be described in a specific Data Processing Agreement.
1.4. Security Incident Management
If Inbenta becomes aware of an incident within Inbenta’s platform, which may affect the security of the Client’s information, Inbenta will report this incident and its impact on the affected information to the Client.
Inbenta will share all necessary information for the Client to alert its users and apply mitigations, if possible.
Inbenta will notify the Client about the security incident through e-mail to the Client team assigned to Inbenta, or the contacts specified in this contract (Notice section) in their absence, without undue delay after Inbenta has become aware of it, i.e. within 48 hrs after Inbenta has become aware of the incident.
Inbenta will also publish an incident report in the Support Center and keep this report updated with the latest status until closure.
1.5. Data Processing and Retention Policy
1.5.1. Data Processing: Knowledge Management, Search and Chatbot Products
The Inbenta back office application features a set of dashboards that provide insights into the Key Performance Indicators of your Inbenta instances.
Inbenta stores all the data leveraged from the Inbenta dashboards into a set of databases called the Inbenta Reporting System. The data in these databases is classified into raw data and aggregated data.
- All the events reported through Inbenta integration tools (SDK and API) are stored in their original state as raw data.
- Each event, such as a user question, click or rating, is stored individually. Optionally, events may be grouped together in the same user session.
- Raw Data or original events are only visible in detail views on Inbenta dashboards (usually, after clicking on a magnifying glass).
- Some events which are considered raw data:
- user query
- custom events
- Your Inbenta instance’s Key Performance Indicators are calculated using raw data events. When raw data is processed and stored as a Key Performance Indicator, it is considered “aggregated data”. This means that a Key Performance Indicator can be considered a summary of all the raw data events that may influence this specific KPI.
- Inbenta dashboards show this aggregated data. Each aggregation pertains to a specific KPI. It shows relevant details (e.g. number of user queries per day, click-through rates per day, session performance indicators per day, etc.).
- Aggregated data generally represents the number of occurrences of raw data events. In general, it is completely unrelated to the original raw events that are computed to generate the final KPI (except for specific dashboards that can show raw data through a magnifying glass).
- Some examples of aggregated data:
- Total user queries per day, user type, source and environment
- Total clicks per day, user type, source and environment
1.5.2. Data Processing: Messenger Product
The Inbenta back office application provides a tool that handles Call Center business to client communications.
Inbenta clients who use the Inbenta Messenger Product can configure their different support and communication channels (such as E-mail, Twitter, Facebook, Live Chat, Online Web Forms …) for their clients or users. Inbenta Messenger then connects to all these channels and establishes a bidirectional communication between the support agents of Inbenta clients and their end users.
On behalf of its clients, Inbenta stores the data produced by the bidirectional communication between the Call Center agents and users. This is done as follows:
- Inbenta hosts as Raw Data each individual message produced during the communication between Call Center agents and users. These messages are stored in a channel-independent, normalized format.
- Inbenta makes contact information from Call Center end users (e.g. e-mail addresses, Twitter/Facebook account information or other channel-dependent contact details) available to Call Center agents (i.e. employees managed by Inbenta’s clients). Inbenta collects this information in accordance with users’ privacy preferences on each specific channel and uses the Messenger Product to leverage this data and ensure communication through the specified channels between Inbenta clients and their end users.
- As part of the back office suite, Inbenta also offers a set of Dashboards that show KPIs regarding the volume of messages and the efficiency of Call Center agents. The data available on these Dashboards is considered Aggregated Data.
1.5.3. Data Retention Policy
Inbenta processes the data described in the previous chapters on behalf of its clients as a Data Processor. The Client, as the Data Controller, takes full responsibility for the data collected through Inbenta Products on its behalf and in accordance with the Product configuration or setup available to the client.
Inbenta retains the above mentioned data according to the following stages:
- Raw Data is stored in the Inbenta Reporting System and is available on Inbenta dashboards for at least 100 days.
- After 100 days, all Raw Data is transferred from the Inbenta Reporting System to an Inbenta data archive. From then on, it only becomes available upon request for legal requirements or auditing purposes and in a CSV export format.
- Aggregated Data is stored in the Inbenta Reporting System and is made available on Inbenta dashboards for at least three years.
- All Aggregated Data stored for three years or more may be transferred to an Inbenta data archive, where it only becomes available upon request in a CSV export format.
- Upon contract termination, Inbenta deletes all Raw Data and Aggregated Data within two months of the contract’s end date.
- Inbenta ensures that all Raw Data and Aggregated Data is stored for two years after it has been transferred to the Inbenta data archive, or until contract termination, whichever occurs first.
Inbenta offers a data masking tool. Clients can use this tool to anonymise the data stored in the Inbenta Reporting System. The Inbenta data masking tool anonymises information based on a set of patterns managed by each client (the Data Controller).
The Inbenta data masking tool forces the system to store the anonymised data version through all subsequent levels, Raw Data and Aggregated Data.
Inbenta reserves the right to review this data archive and retention policy at any time and at its sole discretion, as required by the applicable legislation, or in order to optimize Inbenta internal systems.
Our Data Retention Policy is always updated at Data Retention Policy – Inbenta.
1.6. Governing legislation and dispute resolution
This Agreement shall be governed by and construed in accordance with the applicable legislation in which the service is provided, without regard to principles of conflicts of law. The Parties expressly understand and agree that any dispute arising under this Agreement shall be brought exclusively before the courts of the State where Inbenta affiliate signatory to this Agreement is located, and the Parties hereby consent to the exclusive personal jurisdiction and venue.
Last updated: 2022/03/11