This Beta Service Agreement (this “Agreement”) is a legally binding contract by and between you (“you” or “Customer”) and Equality AI, Inc. (“EqualityAI”), and sets forth the terms and conditions governing Customer’s use of EqualityAI’s hosted development studio services (collectively, the “Beta Service”) and any related documentation, instructions, user guides or other similar materials provided by EqualityAI(collectively, the “Documentation”). This Agreement is effective as of the date you first create an account on or otherwise access or use the Beta Service (the “Effective Date”). If you are an entity, organization, or company, the individual accepting this Agreement on your behalf represents and warrants that she has the authority to bind you to this Agreement and you agree to be bound by this Agreement.
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE BETA SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE BETA SERVICE, YOU AGREE TO BE BOUND BY, THIS AGREEMENT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU DO NOT HAVE EQUALITYAI’S PERMISSION TO USE THE BETA SERVICE. YOUR USE OF THE BETA SERVICE, AND EQUALITYAI’S PROVISION OF THE BETA SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY EQUALITYAIAND BY YOU TO BE BOUND BY THIS AGREEMENT.
This Business Associate Agreement (“BAA”) is entered into by and between Equality AI, Inc. as Business Associate and you as Covered Entity and is effective as of the Effective Date. If you are an entity, organization, or company, the individual accepting this BAA on your behalf represents and warrants that she has the authority to bind you to this BAA and you agree to be bound by this BAA. Business Associate and Covered Entity may be referred to herein collectively as “Parties” or individually as a “Party”. This BAA is incorporated into and made part of the Beta Service Agreement (defined below).
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE BETA SERVICE AGREEMENT, THE LIMITATION OF LIABILITY SET FORTH IN THE BETA SERVICE AGREEMENT SHALL GOVERN THIS BAA AND LIMIT THE PARTIES’ LIABILITY TO THE SAME EXTENT.
This BAA is governed by, and will be construed in accordance with, the laws of the State that govern the Beta Service Agreement. Any action relating to this BAA must be commenced within two years after the date upon which the cause of action accrued. This BAA may only be assigned in connection with an assignment of the Beta Service Agreement. If any part of a provision of this BAA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remainder of that provision and all other provisions of this BAA will not be affected. All notices relating to the Parties’ legal rights and remedies under this BAA will be provided in writing to a Party, will be sent to its address set forth in the Beta Service Agreement, or to such other address as may be designated by that Party by notice to the sending Party, and will reference this BAA. This BAA may be modified, or any rights under it waived, only by a written agreement executed by the authorized representatives of the Parties. In the event a change in the HIPAA Rules require the Parties to amend this BAA, the Parties agree to negotiate such amendment in good faith, provided that either Party may terminate this BAA upon notice if the Parties are unable to mutually agree upon and execute such amendment. This BAA is the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding and replacing all prior agreements, communications, and understandings (written and oral) regarding its subject matter. Any ambiguity in this BAA shall be resolved in favor of the meaning that permits the Parties to comply with applicable law and any current regulations promulgated thereunder. Any failure of a Party to exercise or enforce any of its rights under this BAA will not act as a waiver of such rights.