GUNDI™ USER AGREEMENT

 

Last Updated: October 30, 2023

 

This Gundi User Agreement (“Agreement”) is a legal agreement between The Allen Institute for Artificial Intelligence (“AI2”) and you, including your employer or entity that you represent, are an agent of, or are acting on behalf of (individually and collectively, “you”). This Agreement governs your access and use of the Gundi™ platform and hosted services (“Gundi”), including all integration, support, and related services that AI2 provides or makes available to you in connection with Gundi (collectively, “Gundi Services”).

 

This Agreement includes and incorporates by reference the following:  (1) AI2’s Privacy Policy available at https://www.earthranger.com/privacy-policy, (2) AI2 Business Partner Code of Conduct available at https://allenai.org/business-code-of-conduct, and (3) any other written policies, guides, exhibits, supplemental terms, or documentation that AI2 provides or makes available in connection with the Gundi Services.

 

By clicking “I AGREE” or taking similar action to accept this Agreement, or if you access or use any Gundi Services, you agree to all the terms and conditions in this Agreement. You represent and warrant that you are at least 18 years old and have the full right, power, and legal authority to enter into this Agreement and bind your employer or entity. If you do not agree or have the requisite legal authority, you may not access or use any Gundi Services and must immediately stop any existing access or use as your sole and exclusive remedy. Any separate agreement executed between you and AI2 regarding your use of the Gundi Services (“Related Agreement”) will be supplemental to this Agreement. In the event of any conflict, this Agreement will take precedence except and to the extent the Related Agreement (a) specifically refers to this Agreement, and (b) expressly states that it modifies or amends any term or provision herein.

 

1. GUNDI SERVICES.  Gundi is a data connection platform that functions as an intermediary background process for data to pass through via push and pull integrations with the following technologies: (i) supported third party devices, sensors or products that provide outbound data (e.g., animal trackers, radios, vehicle trackers, databases, and IoT systems) (collectively, “Devices”), and (ii) supported software applications and platforms for wildlife conservation and protected area management (collectively, “Applications”) that operate with compatible Devices and/or other Applications that integrate the associated inbound or outbound data. A list of supported Devices and Applications for Gundi is available at https://projectgundi.org/The-Gundi-Platform/Supported-Technologies.

 

1. 1. Eligibility. You must be (i) a developer of a supported Application or Device (“Developer”), or (ii) an end user of a supported Application (“End User”) to use the Gundi Services. All prospective users of the Gundi Services must first submit a request to AI2 by completing the Gundi Connection Request Form. All requests are subject to AI2’s approval and your organization clearing AI2’s internal diligence and compliance process. AI2 may contact you to request additional information and technical details about your request. You authorize AI2 to use the information you provide for administering and providing you the Gundi Services.

 

1. 2. Integrations. All Applications and Devices must meet the minimum technical, functional, and security requirements to integrate with Gundi as determined by AI2 in its sole discretion. Subject to the terms and conditions in Section 3 (Requirements) below, AI2 will provide any required integration and support services to connect approved Applications and Devices with Gundi. For clarity, any direct connections between Applications and Devices are out of scope and excluded from the Gundi Services. AI2 may reject, suspend, terminate, or reinstate any new or existing connections with Gundi in its sole discretion.

 

1. 3. Gundi Documentation. All technical information, instructions, manuals, and documentation that AI2 makes available in connection with the Gundi Services (collectively, “Gundi Documentation”) is for your organization’s internal use only. You will not share or use the Gundi Documentation for any other purpose without advance written permission from AI2.

 

1. 4. Third Party Terms. You acknowledge that all third-party Devices, Applications, and other technologies that operate, integrate, or are used in connection with the Gundi Services are subject to third party terms and conditions (collectively, “Third Party Terms”). You agree that it is solely your responsibility to comply with such Third Party Terms and ensure you have the necessary rights, licenses, and/or authorizations to integrate, connect, and use any Devices and Applications with the Gundi Services.

 

1. 5. Support. AI2 will use commercially reasonable efforts to make the Gundi Services available. However, availability and uptime are not guaranteed. The Gundi Services are subject to periods of downtime, maintenance, network unavailability, and other disruptions. AI2 will use commercially reasonable efforts to resolve any known or reported bugs, errors, or technical issues and may prioritize any fixes based on the level of severity as determined solely by AI2. If you have any support requests, please contact support@projectgundi.org.

 

2. GUNDI USER PORTAL. As part of the Gundi Services, AI2 may issue a key for you to create an admin account for your organization to access the web interface of Gundi (“Gundi User Portal”) where you may connect your AI2-approved Application(s) and Device(s) with Gundi and manage the connections applicable to your organization. You agree to use the Gundi User Portal in accordance with the Gundi Documentation. 

 

1. 1. Authorized Users. You represent and warrant that all information in your account and any other information you provide to AI2 in connection with your use of the Gundi User Portal is truthful and accurate. You agree to safeguard your account and associated credentials to prevent unauthorized access or use by third parties. You may allow a limited number of your organization’s authorized employees, partners, contractors, agents, and representatives (collectively, “Authorized Users”) to use the Gundi User Portal on behalf of your organization by creating user accounts managed through your admin account. You will be responsible for all acts and omissions of your Authorized Users and for ensuring their compliance with this Agreement. You will be liable to AI2 for any breach of this Agreement by you or your Authorized Users. All references to “you” in this Agreement include both you and your Authorized Users.     

 

1. 2. Features. The display, configuration, features, and functionality of the Gundi User Portal (collectively, “Features”) are subject to change without notice. AI2 in its sole discretion may add, update, modify, suspend, remove, or discontinue any Features in its sole discretion and is not obligated to provide any specific Features or customizations. The Features may vary for Developers and End Users.

 

1. 3. Beta Versions. If AI2 provides you with access to any beta versions of the Gundi User Portal or Features (collectively, “Beta Versions”), you acknowledge it is solely for testing and validation purposes and subject to continued development. As such, you acknowledge there may be a higher incidence of bugs, errors, and other deficiencies. AI2 may choose to provide Beta Versions to a select number of users or make Beta Versions available to all Gundi users at its sole discretion. If you participate in any voluntary user testing or validation of any Beta Versions, you agree to complete any surveys and provide any requested Feedback to AI2. “Feedback” means any comments, suggestions, feedback, ideas, metrics, data, information, analyses, and materials that you provide to AI2 in relation to your use of the Gundi Services. You agree that AI2 will own all Feedback. Any Feedback you choose to share with AI2 is at your sole risk and discretion. You represent and warrant that you will not provide any Feedback that you do not have the right or authorization to share, including without limitation, any personal, sensitive, proprietary, or confidential information of or belonging to a third party.

 

3. REQUIREMENTS.

 

1. 1. For Developers: 
      1. Requirements: You will provide any data packet samples, technical documentation, and other information as requested by AI2 to integrate your Application or Device with Gundi (collectively, “Developer Documentation”). Applications and Devices that send data to Gundi via push integrations will be required to stay within the established rate limits to prevent excessive data transfers and comply with specifications in the Gundi Documentation so it does not impact the system and performance of Gundi. Applications that receive data via pull integrations must not have any technical or non-technical constraints that are incompatible with AI2’s requirements pursuant to the Gundi Documentation in order to enable and maintain any integrations for End Users. AI2 reserves the right to reject, disable, or remove any integrations with Applications or Devices that are not in accordance with the Gundi Documentation.   

 

1. 1. 2. License Grants:
         1. Gundi API: Subject to your compliance with this Agreement, AI2 grants to you a non-exclusive, non-transferable, royalty-free license to access and use the Gundi API during the term of this Agreement solely for the purpose of  integrating your Application or Device with Gundi for use with the Gundi Services. You agree to abide by the requirements and usage guidelines for the Gundi API in the Gundi Documentation and as provided by AI2.

 

1. 1. 1. 2. Developer API: If it is necessary for AI2 to use the Developer’s API or software tools (collectively, “Developer API”), you grant to AI2 a non-exclusive, non-transferable, royalty-free license to access and use your Developer API solely for the purpose of (a) integrating your Application or Device with Gundi, (b) enabling End Users to connect with your Application or Device, and (c) providing the Gundi Services. You further agree to provide AI2 with any updates, patches, and fixes to your Developer API for ongoing use and maintenance of the connections enabled with your Application or Device through Gundi. You will timely notify AI2 if there are any issues with your Developer API that may disrupt or interfere with the proper working of the connections enabled through Gundi. You will reasonably cooperate with AI2 to support and resolve any technical matters concerning your Developer API. 

 

1. 1. 3. Ownership: As between you and AI2, you own and retain all right, title, and interest in and to your Application or Device (as applicable), including all software, Developer APIs, Developer Documentation, and intellectual property rights thereof.

 

1. 1. 4. Application EULA:  If you are a Developer of an Application, you will require your End Users to enter into a separate end user license agreement, click-through agreement, or other legally enforceable terms and conditions governing the use of your Application (“Application EULA”). You will ensure that the terms of your Application EULA are consistent with this Agreement and comply with the following requirements:

 

1. 1. 1. 1. Your Application EULA will provide that any third party products and services used in connection with your Application (including the Gundi Services) are separately governed by their respective third party terms and conditions.
         2. Your Application EULA will not impose any other liabilities, obligations, or requirements upon AI2 beyond as stated in this Agreement. Any such terms and conditions in your Application EULA will be void and unenforceable upon AI2.
         3. Your Application EULA will require your End Users to comply with applicable laws and prohibit any use of your Application in violation of U.S. export control laws.
         4. To the extent any terms in your Application EULA conflict with AI2’s ability to provide the Gundi Services to you or your End Users as provided in this Agreement, you will timely implement any amendments to remove such conflict.

 

1. 1. 5. Compliance:  You agree to notify AI2 immediately if you suspect or discover any violations of this Agreement or applicable laws regarding your Device, Application, or End Users. You further agree that you are solely responsible for maintaining and providing technical support to your end users with respect to your Application, Device, or Developer API. You represent and warrant that you will comply with all Third Party Terms that govern any aspect of your Application, Device, or use with the Gundi Services. You will reasonably cooperate with AI2 to timely address any requirements and restrictions under such Third Party Terms, including without limitation, providing any notices or disclaimers to your End Users, or updating your Application EULA to flow down any required Third Party Terms.

 

1. 2. For End Users: 
      1. Destination System: “Destination System” means your organization’s account or instance on the supported Application that will receive data from your End User Products (defined below).  You must maintain a valid account for your Destination System with permissions to set up and configure your Destination System within Gundi. For clarity, AI2 does not control the display, output, or configuration of any data within your Destination System. You acknowledge that any features, functionality, modifications, settings, and other characteristics of your Destination System may affect or be affected by any connections you enable with Gundi. AI2 will not be responsible for providing any technical support for issues caused by or arising from your Destination System. If your Destination System is no longer supported on Gundi for any reason, AI2 will endeavor to provide you with advance notice but reserves the right to reject, disable, reinstate, or remove your Destination System from Gundi in its sole discretion without notice or liability.   

 

1. 1. 2. End User Products: “End User Products” means the Devices and/or Applications that you use in connection with your Destination System. You must maintain a valid account or have access to the developers’ APIs for your End User Products to enable certain connections. You are solely responsible for ensuring you can connect your End User Products with Gundi and use the Gundi Services pursuant to any Third Party Terms. AI2 does not control the features, functionality, configuration, outputs, or data transmission of any End User Products. Thus, AI2 will not be responsible for any delays, disruptions, limitations, and other issues caused by or arising from any End User Products. AI2 may reject, disable, reinstate, or remove any connections with your End User Products in its sole discretion without notice or liability.  

 

1. 1. 3. End User Data: As between you and AI2, you own all the data that is transmitted between your Destination System and End User Products through Gundi (“End User Data”). As Gundi provides a pass-through function for the End User Data, AI2 does not access, control, or store any End User Data transmitted through Gundi. You agree you are solely responsible for your End User Data and complying with any Third Party Terms that govern your use of the same. For example, if your Destination System is EarthRanger (developed by AI2), the use and handling of any End User Data in your organization’s instance of EarthRanger will be governed by the EarthRanger End User License Agreement. Accordingly, AI2 will not be liable to you or others for any loss or damage from your use or inability to use any End User Data.

 

1. 1. 4. Credentials:  In the Gundi User Portal, you will need to enter the associated credentials for your organization’s accounts on the Destination System and End User Products (collectively, “Credentials”) to enable such connections with Gundi. If you request AI2 to assist with any connections or provide any technical support in your use of the Gundi Services, you authorize AI2 to access your accounts and use any Credentials you provide through an end-to-end encrypted channel provided by AI2 to fulfill your request. AI2 will only use your Credentials for the purpose of providing the requested Gundi Services to you pursuant to AI2’s Privacy Policy. You acknowledge that any Credentials you provide to AI2 is voluntary and at your sole discretion. You agree that AI2 will have no obligation to enable any connections or fulfill any support requests that require your Credentials if you choose not provide them. All Credentials you enter in the Gundi User Portal or provide to AI2 will be stored in an encrypted database within Gundi as required to maintain such connections with your Destination System and End User Products. If any connections are suspended or disabled by you or AI2, your associated Credentials will remain stored in Gundi for the purpose of reinstating such connections if and when enabled again. If any connections are permanently deleted by you or AI2, your associated Credentials will be deleted from Gundi.    

 

1. 1. 5. Compliance: You represent and warrant that: (1) you have the necessary rights, licenses, or authorizations to share any Credentials with AI2 to provide you the Gundi Services, including without limitation, to connect your Destination System and End User Products with Gundi on your behalf as a service provider and to provide you technical support, (2) your use of the Gundi Services, including any connections you request or enable with your Destination System and End User Products on Gundi, will not violate any Third Party Terms, and (3) you will comply with all applicable laws that govern your use of the Destination System, End User Products and End User Data. 

 

4. USE RESTRICTIONS.  You will not use (or encourage, assist, or enable others to use) the Gundi Services in any manner as set forth below:
   1. Sell, lease, distribute, export or sublicense any Gundi IP (defined below) or your account on the Gundi User Portal, nor issue any user accounts maintained by your organization to any third parties other than Authorized Users;
   2. Remove or modify any copyright, trademark, or other proprietary notices or designations in connection with the Gundi IP and Gundi Services, including without limitation, as they appear on the Gundi User Portal and in Gundi Documentation;
   3. Take any action or use any hardware or software that interferes with the proper working and functionality of Gundi, such as circumventing security-related features;
   4. Cause an unreasonable or disproportionate load, or make excessive traffic demands through Gundi;
   5. Gain or attempt to gain unauthorized access to the Gundi Services through hacking, phishing, social engineering, and other means;
   6. Upload or transmit any computer viruses, worms, exploits, Trojan horses, or other harmful or malicious materials through the Gundi Services;
   7. Use any robot, spider, or other automated process to scrape or gather any portion of the site content in the Gundi User Portal without AI2’s advance written authorization; 
   8. Use the Gundi Services and Gundi IP in any manner that is contrary to or inconsistent with AI2’s or Gundi’s mission as described on their websites ( https://allenai.org and https://projectgundi.org respectively);
   1. Use the Gundi Services and Gundi IP for anything other than its intended purpose as described in this Agreement and in the Gundi Documentation;
   10. Endorse, promote, engage, or participate in any activities that are disparaging, harmful, or negatively impact AI2’s or Gundi’s brand, reputation, mission or business; or
   11. Use the Gundi Services in any manner that is illegal, obscene, or in violation of any Third Party Terms or any third party’s rights.

 

5. SUSPENSIONS. AI2 has the sole discretion to determine whether you have violated any terms of this Agreement. AI2 reserves the right to immediately suspend, disable, revoke, or reinstate any of your connections, integrations, accounts, and/or access to the Gundi Services on a temporary basis at any time without notice or liability to you if AI2 reasonably determines that: (i) you have breached any term or provision of this Agreement, (ii) there is a force majeure event beyond AI2’s control affecting the Gundi Services (e.g., act of God, war, terrorism, natural catastrophes, network outages, etc.), (iii) there is a significant technical issue or threat of imminent harm to the security of the Gundi Services, or (iv) such action is necessary to comply with a court or government order, regulatory requirements, or applicable laws. In the event of the foregoing, AI2 will use commercially reasonable efforts to investigate and resolve the matter resulting in suspension.

 

6. TERMINATION.  This Agreement will remain in effect until you or AI2 terminates your use of the Gundi Services. AI2 may terminate this Agreement at any time by providing written notice to you on the Gundi User Portal or to the email provided with your request form submission or Gundi account. In any termination of this Agreement, you will cease all access and use of the Gundi Services and your Credentials will be deleted from Gundi. All terms and provisions that are reasonably interpreted to survive termination will survive, including without limitation, Sections 4 and 6-16.

 

7. INTELLECTUAL PROPERTY. AI2 and its licensors own and retain all right, title, and interest in and to the Gundi Services, including without limitation, the Gundi User Portal, Gundi API, and all associated software, technology, Features, updates, upgrades, enhancements, modifications, derivatives, versions, and Gundi Documentation, together with all copyright, trademark, patent, trade secret, and other intellectual property rights thereof in any jurisdiction of the world (collectively, “Gundi IP”). AI2 reserves all rights not expressly granted herein.

 

8. CONFIDENTIALITY. “Confidential Information” means any non-public information about a party’s products, services, or business in any form or medium that a reasonable person should understand to be confidential under the circumstances of disclosure. Confidential Information does not include information that at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure without an obligation of confidentiality; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.

 

The receiving party will not disclose the other party’s Confidential Information to any person or entity other than its employees and contractors who have a “need to know” and are bound by confidentiality obligations no less restrictive than the terms herein. The receiving party will reasonably safeguard the disclosing party’s Confidential Information in the same manner as it safeguards its own Confidential Information of a similar nature. The receiving party may disclose the other party’s Confidential Information to the extent required to comply with a court order, government authority, or regulatory requirement, provided that the receiving party will notify and reasonably cooperate with the disclosing party to limit the scope of disclosure. Upon any termination of this Agreement, the receiving party will promptly return or destroy all copies and materials containing the disclosing party’s Confidential Information and the parties’ confidentiality obligations herein will survive for a period of five (5) years, provided that anything that constitutes a trade secret will survive in perpetuity until it is no longer deemed a trade secret under applicable laws.

 

9. PUBLICITY.  AI2 may use or reference your organization’s name and/or logo on AI2’s websites (including https://allenai.org) and the Gundi website (https://allenai.org) to indicate that you are a Gundi user, and in any external communications and marketing materials regarding the Gundi Services in AI2’s and Gundi press and social media channels during the term of this Agreement. If you wish to provide any specific instructions on the use of your logo or to opt-out, please email info@projectgundi.org. This Agreement does not grant you any rights or license to use AI2’s trademarks or the GUNDI trademarks. You will obtain advance written permission from AI2 to use or reference the name or trademarks of AI2 or Gundi in any press releases, publications, and other external communications.

 

10. INDEMNIFICATION.  You will indemnify and hold harmless AI2 and its officers, directors, employees, agents and representatives from and against any and all claims, losses, liability, damages, costs, expenses or judgments, including without limitation, taxes, fines, penalties, interest or reasonable attorneys’ fees, arising out of or related to: (a) a breach of any representation, warranty, or obligation by you or Authorized Users under this Agreement, (b) a breach of any Third Party Terms by you or Authorized Users, (c) any alleged or actual infringement, misappropriation, or violation of any third party’s rights by you or Authorized Users, or (d) any gross negligence, willful misconduct, or violation of applicable laws in connection with the use of the Gundi Services by you or Authorized Users.

 

11. DISCLAIMER.  THE GUNDI SERVICES, INCLUDING WITHOUT LIMITATION, THE GUNDI USER PORTAL, BETA VERSIONS, GUNDI API, GUNDI DOCUMENTATION, AND ANY OTHER GUNDI IP ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. AS SUCH, YOUR USE OF THE GUNDI SERVICES IS SOLELY AT YOUR OWN RISK. AI2 MAKES NO CLAIMS, GUARANTEES, OR PROMISES ABOUT THE QUALITY, ACCURACY, AVAILABILITY, OR RELIABILITY OF THE GUNDI SERVICES OR ITS SAFETY OR SECURITY. ACCORDINGLY, AI2 AND ITS LICENSORS ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MAY ARISE, FOR EXAMPLE, FROM THE INTEROPERABILITY, UNAVAILABILITY, OR SECURITY VULNERABILITIES, OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY OR RELIABILITY OF THE GUNDI SERVICES.  AI2 HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TRADE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

12. LIMITATION OF LIABILITY.  IN NO EVENT SHALL AI2 OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, REPUTATIONAL HARM, OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE GUNDI SERVICES, INCLUDING ANY APPLICATIONS, DEVICES, DESTINATION SYSTEMS, END USER PRODUCTS, OR END USER DATA IN CONNECTION WITH GUNDI, EVEN IF AI2 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, AI2’s MAXIMUM AGGREGATE LIABILITY TO YOU PURSUANT TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100).

 

13. COMPLIANCE WITH LAWS.  You represent and warrant that you will comply with all applicable laws in your use of Gundi Services, including without limitation, the laws of the country or jurisdiction where you are located and applicable export control and trade sanctions laws (“Export Control Laws”). You will not directly or indirectly export, re-export, provide, or otherwise transfer your account(s) on the Gundi User Portal or any Gundi IP: (a) to any individual, entity, or country prohibited by Export Control Laws, (b) to anyone on U.S. or non-U.S. government restricted parties lists, or (c) for any purpose prohibited by Export Control Laws.

 

14. GOVERNING LAW.  This Agreement is governed by the internal laws of the State of Washington, U.S.A., without regard to its conflict of laws provisions. You agree to irrevocably submit to the personal and exclusive jurisdiction and venue of the state and federal courts in King County, Washington, U.S.A.

 

15. MODIFICATIONS.  Al2 may modify or amend this Agreement at any time in its sole discretion and will provide notice of any such changes by updating the “last updated” date of this Agreement. AI2 may additionally notify you of any updates by posting a notice on the Gundi User Portal and/or by email using the contact information you provide to use the Gundi Services.

 

16. MISCELLANEOUS.  This Agreement is non-exclusive. The parties are strictly independent contractors and nothing in this Agreement creates any employment, agency, partnership, franchise, joint venture, or other legal relationship between you and AI2. You may not assign, transfer, sublicense, or delegate any of your obligations under this Agreement, in whole or in part, without AI2’s prior written consent. Any attempted assignment by you in violation of the foregoing will be deemed as void and unenforceable. Any delay or failure by a party to enforce any term or provision of this Agreement will not be deemed as a waiver unless specifically issued in writing by the waiving party. If any part of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, such term or provision will be amended to achieve as close as possible the intent of the original language, and the remaining provisions will remain unchanged and in full force and effect.

 

17. QUESTIONS.  If you have any questions about this Agreement, please contact legal@allenai.org.