Lift AI Terms for Drift Engage ("Terms")

The following Terms are incorporated into the Master Subscription Agreement or other agreement between Salesloft, Inc. or Drift.com, Inc. and Customer governing Customer’s access to and use of Salesloft’s online SaaS services (the “Agreement”). These Terms apply solely to Customer’s access to and use of Drift Engage (Powered by Lift AI), and only with respect to the Lift AI provided components of Drift Engage. 

The term “Service”, solely as used in these Terms, shall mean the Lift AI provided components of Drift Engage. The terms “Party” and “Parties”, solely as used in these Terms, shall refer to Customer and/or Lift AI, as applicable. All other capitalized terms not defined herein shall have the meaning set forth in the Agreement. For the avoidance of doubt, these Terms do not replace any comparable or additional rights or obligations relating to the Services contained in the Agreement, including but not limited to the usage restrictions applicable to Customer’s use of Salesloft’s subscription services generally. 

1. PROPRIETARY RIGHTS 

All proprietary rights in and to the Service shall at all times remain and be vested in Lift AI, and nothing herein shall be deemed to grant Customer a license or other right in and to the Lift AI platform or technologies excepting the right to access the platform to obtain the Service as provided herein. In addition, and to the extent scoring data and any associated metadata (the “Lift AI Data”) generated by the Service are derived from Customer Content, Lift AI retains the right to use such scoring data and any associated metadata for internal business purposes and/or to improve the functionality or performance of the Lift AI Service. The Lift AI Data shall be made available to Customer via a web-accessible dashboard (or in one or more other reports as the parties may mutually agree), and Customer shall have the right to use the Lift AI Data for its business. 

2. RESTRICTIONS

When using the Service, Customer shall comply with any Lift AI Acceptable Use Policy (AUP) as published from time-to-time on the Lift AI website.  Without Lift AI’s express written consent, Customer shall not resell the Service to a third party (including Customer Affiliates, as defined in Exhibit A) nor enter into any similar relationship with a third party to enable the purchase or use of the Service through Customer, except that the foregoing shall not be violated by end-users or Customer Affiliates accessing and/or using Customer’s web sites or applications. Customer may not use the Service for any purpose other than herein described, and Customer shall not attempt to reverse engineer any Lift AI back-end application, API, or scoring models. Customer acknowledges that all Lift AI back-end application code and models are Confidential Information as defined below. Further, Customer agrees not to create a derivative work of any publicly-facing Javascript tag or code provided to Customer to facilitate Customer’s use of the Service.

3. REPRESENTATIONS AND WARRANTIES

Lift AI represents and warrants that it will perform the Service in a competent and workmanlike manner in accordance with the level of professional care customarily observed by a skilled professional rendering similar services and that it will retain sufficient and appropriately qualified personnel to deliver the Service under these Terms. Each Party further represents and warrants that it has the authority to enter into these Terms and perform its obligations hereunder. Each Party represents and warrants that it is and shall be in compliance with applicable laws and regulations. Customer shall ensure that its network and systems used to access and use the Service complies with any technical requirements specified by Lift AI in these Terms or any document(s) incorporated by reference herein. Customer shall have no claim for a breach of Lift AI warranties set forth herein if the Customer is in material breach of these Terms or the Agreement (including, without limitation, payment default) or if a Service failure arises as a result of Customer’s use of the Services in a manner inconsistent with the Terms, Agreement, or Lift AI’s written instructions. 

4. CONFIDENTIAL INFORMATION

Any information that a receiving party knows or has reason to know is confidential or proprietary (because such information is identified by the disclosing party orally or in writing as such or is not generally known in the relevant industry), is “Confidential Information” and shall remain the sole property of the disclosing party. Neither party shall disclose, use, modify, copy, reproduce or otherwise divulge Confidential Information of the other, except as required by law or as necessary for Lift AI to provide the Service in accordance with or as otherwise permitted by the Agreement. This Section 4 shall not apply to information disclosed in published materials, generally known to the public, lawfully obtained from any third-party, or previously known to or independently developed by the receiving party.

Customer reserves all rights, title, and interest in Customer Content (within the meaning of Section 5(b) hereof), and Customer or its licensors shall retain all ownership in all intellectual property rights related to Customer Content. Customer hereby consents to Lift AI’s use of Customer Content to provide the Service to Customer as specified herein. 

5. INDEMNIFICATION

(a)  Lift AI shall defend, indemnify, and hold Customer harmless from and against any claim made, or any suit or proceeding brought against Customer, but only to the extent that it is based on an allegation that a Service furnished hereunder directly infringes an issued patent or other intellectual property right under the laws of a country in which the Service is actually provided to Customer. If a Service is held to infringe and the use enjoined, Lift AI shall have the option, at its own expense, to procure for Customer the right to continue using the Service; or replace same with a non-infringing service; or modify such Service so that it becomes non-infringing. Notwithstanding the foregoing, Lift AI will have no defense or indemnity obligation for any intellectual property claim to the extent it is based on: (i) the Customer Content; (ii) Customer’s modification of the Service in a manner not approved or instructed by Lift AI; (iii) use or combination of the Service with any hardware, software, products, applications, data or other materials not provided by Lift AI.

(b)  Customer is solely responsible for all content and applications, including any third-party content or applications, provided to Lift AI in connection with Customers access to or use of the Service (collectively, “Customer Content”). Customer acknowledges that Lift AI does not assume and should not be exposed to the business and operational risks associated with Customer’s business or any aspects of the operation or contents of Customer’s web site(s) and/or applications(s). Customer shall defend, indemnify, and hold Lift AI harmless as a result of any claim by a third-party against Lift AI with respect to any Customer Content, operation of Customer’s web site(s) and/or application(s) (including without limitation any activities or aspects thereof or commerce conducted thereon), or misuse of the Service or the Lift AI platform.

(c)  A Party eligible for indemnification in this Section 7 shall (a) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed and (b) allow the indemnifying party solely to control the defense of any claim, suit or proceeding. The indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without obtaining the indemnified party’s prior written consent.

6.  DISCLAIMER; LIMITATION OF LIABILITY; AND EXCLUSION OF CONSEQUENTIAL DAMAGES

(a) WITH THE EXCEPTION OF THE WARRANTIES PROVIDED FOR UNDER SECTION 3 OF THESE TERMS, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, STATUTORY OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR SECURITY.  

(b) EXCEPT FOR EACH PARTY’S LIABILITY ARISING OUT OF ITS INDEMNIFICATION, PAYMENT AND CONFIDENTIALITY OBLIGATIONS TO THE OTHER PARTY SET FORTH HEREIN AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LIABILITY FOR ALL CLAIMS ARISING HEREUNDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO Lift AI DURING THE TWELVE MONTHS PRECEDING THE CLAIM.   

(c) EXCEPT FOR A PARTY’S LIABILITY ARISING OUT OF ITS INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS TO THE OTHER PARTY SET FORTH HEREIN AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICES OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

(d) THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 6 SHALL NOT APPLY TO DAMAGES ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

For clarity and avoidance of doubt, Lift AI does not collect or store any personally identifying information.