eGain Software Tools Terms of Use

1. Agreeing to these Terms

These Terms of Use apply to your download, installation, access to, and use of any free software tool, application, utility, preview, beta feature, or other software that eGain Corporation (“eGain,” “we,” “us,” or “our”) makes available for download or use without charge (each a “Tool” and together the “Tools”).

By checking the box on a download page, downloading, installing, accessing, or using a Tool, you agree to these Terms and acknowledge the eGain Privacy Policy. Some Tools may include additional terms, notices, documentation, or disclosures presented on the applicable download page or within the Tool, which are incorporated into these Terms.

If you download or use a Tool on behalf of a company or other organization, you represent that you have authority to accept these Terms on its behalf, and “you” and “your” refer to that organization. If you do not agree to these Terms, do not download, install, access, or use the Tools.

Certain Tools automatically provide eGain with limited usage and insights information as described in Section 5. By accepting these Terms and using such a Tool, you authorize that collection and use.

2. Relationship to Other Agreements

Unless eGain expressly agrees otherwise in writing, these Terms govern the Tools independently of any other agreement between you and eGain.

The Tools are provided as separate, free offerings and are not, unless expressly stated otherwise in writing, Cloud Services, Subscription Services, Professional Services, or other paid services under any master services agreement, cloud services agreement, data processing agreement, order form, statement of work, or other agreement between you and eGain. Accordingly, unless expressly agreed otherwise in writing, no service levels, support commitments, implementation obligations, security commitments, warranties, indemnities, data processing obligations, audit rights, or other obligations contained in any such agreement apply to the Tools.

If there is a conflict between these Terms and another agreement between you and eGain with respect specifically to a Tool, these Terms will control unless the other agreement expressly states that it applies to the applicable Tool and overrides these Terms.

3. Your License to Use the Tools

Subject to these Terms, eGain grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use each Tool you download solely for your internal business purposes and only for so long as eGain makes the applicable Tool available to you under these Terms or other applicable terms.

The Tools are currently made available free of charge. eGain may, at any time, change, limit, suspend, withdraw, replace, or discontinue any Tool or any feature or functionality of a Tool. eGain may also elect to charge fees for continued access to or use of a Tool or certain features in the future. Any such fees and applicable additional or revised terms will be disclosed before they apply, and you will not be charged unless you agree to the applicable fees and terms. eGain has no obligation to continue making any Tool or feature available free of charge, and your prior download, installation, or use of a Tool does not create any right to continued access to or use of that Tool on a free basis.

4. Restrictions

You may not, and may not permit any third party to, sell, sublicense, distribute, commercially exploit, copy, modify, or create derivative works of a Tool; reverse engineer or attempt to discover its source code, models, algorithms, or underlying technology; circumvent security, access, usage, or telemetry controls; introduce malicious code; conduct unauthorized security or vulnerability testing; scrape or systematically extract data; use a Tool in violation of law or third-party rights; use a Tool or its outputs to develop, train, benchmark, evaluate, or improve a competing product or service without eGain’s prior written consent; publish benchmarking or performance results without eGain’s prior written consent; or otherwise interfere with or disrupt the Tool, eGain systems, or use by others.

5. Your Content

You retain ownership of the data, files, text, transcripts, documents, and other content that you submit to or process through a Tool (“Your Content”).

You are responsible for Your Content and represent and warrant that: (a) you have all rights, permissions, consents, notices, and lawful bases necessary to use and process Your Content through the Tool; (b) your use of Your Content with the Tool does not violate applicable law, contractual obligations, confidentiality obligations, privacy rights, intellectual property rights, or other third-party rights; and (c) you have provided any notices and obtained any consents required under applicable privacy, employment, communications, consumer protection, or other laws.

Unless expressly permitted in the applicable Tool documentation, you must not submit or process through a Tool any highly sensitive, regulated, or restricted information, including payment card data, credentials, government identification numbers, protected health information, biometric data, or export-controlled or classified information.

To the extent necessary for the Tool to function in your environment, you authorize the Tool to process Your Content locally and to generate the Insights Data described in Section 6. Except for Insights Data and any other information expressly described in these Terms or the applicable Tool documentation, eGain does not receive, access, or process Your Content.

Except as expressly provided in these Terms, eGain does not acquire ownership of Your Content merely because you use it with a Tool.

6. Insights Data and Usage Information

Certain Tools are designed to automatically generate and transmit to eGain generalized information relating to how the Tool is used and the types of questions, topics, categories, or subject areas processed through the Tool (“Insights Data”). Insights Data may include question taxonomies, categories, topic and intent groupings, usage and frequency patterns, generalized workflow information, and similar analytical or statistical information derived from use of the Tool.

The Tool is not intended to transmit to eGain, as part of the Insights Data, underlying transcripts, the full text of customer conversations, names, email addresses, account numbers, or other information that directly identifies an individual or your organization.

When you use a Tool that generates Insights Data, the Tool may automatically transmit that Insights Data to eGain when you run a job or use relevant functionality. You do not need to separately submit the Insights Data. By accepting these Terms and using the Tool, you authorize eGain to collect, receive, retain, store, analyze, reproduce, combine, aggregate, derive from, and otherwise use Insights Data for eGain’s business purposes, including, without limitation, to:

(a) develop, train, test, evaluate, validate, maintain, enhance, and improve eGain products, services, models, features, and technologies;

(b) identify common questions, topics, trends, patterns, workflows, and use cases;

(c) create and maintain taxonomies, datasets, benchmarks, question libraries, knowledge resources, analytics, and similar materials;

(d) inform product strategy, product development, and product roadmaps;

(e) conduct research and statistical analysis; and

(f) develop new products, functionality, and commercial offerings.

eGain may combine Insights Data from multiple users and organizations.

As between you and eGain, eGain may use Insights Data for any lawful purposes, including for the purposes described above, without payment or other obligation to you, provided that eGain does not use Insights Data to identify or attempt to identify an individual or any specific organization.

eGain may retain Insights Data for as long as reasonably necessary for the purposes described in these Terms and may retain aggregated, de-identified, statistical, or derived information indefinitely. Termination of your use of a Tool does not require eGain to delete or cease using Insights Data collected before termination, including Insights Data that has been incorporated into aggregated statistics, taxonomies, datasets, benchmarks, models, question libraries, analytics, or other derived materials.

7. eGain Derived Materials

eGain owns all right, title, and interest in and to any analytics, statistical information, taxonomies, benchmarks, models, datasets, compilations, question libraries, classifications, methodologies, know-how, improvements, and other materials developed by or for eGain using Insights Data (“Derived Materials”), subject to your ownership of Your Content. Derived Materials will not include Your Content in identifiable form unless you expressly authorize such use.

8. Tool Outputs

A Tool may generate reports, classifications, analyses, summaries, recommendations, question taxonomies, or other outputs (“Outputs”). As between you and eGain, and subject to eGain’s rights in the Tool, eGain technology, Derived Materials, underlying models, taxonomies, methodologies, templates, and other eGain intellectual property, you may use Outputs generated specifically for you for your internal business purposes. Outputs may not be unique, and other users may receive the same or similar Outputs. No provision of these Terms transfers ownership of any eGain model, software, taxonomy, algorithm, methodology, template, technology, or other pre-existing or independently developed intellectual property to you.

9. AI-Generated and Automated Outputs

Certain Tools may use artificial intelligence (AI), including generative AI, or other automated technologies. AI-generated Outputs may be inaccurate, incomplete, outdated, misleading, or otherwise unsuitable for your intended purpose. You are responsible for appropriately reviewing and validating Outputs before relying on them or using them in connection with business, legal, regulatory, employment, financial, security, compliance, or other decisions. Unless expressly stated otherwise by eGain in writing, the Tools and Outputs do not constitute legal, regulatory, financial, medical, security, compliance, or other professional advice. You must not use a Tool or its Outputs as the sole basis for a decision that produces legal or similarly significant effects on an individual, including decisions concerning employment, financial services, access to essential services, or other significant rights or interests, except in compliance with applicable law and any required human oversight, notices, assessments, or other safeguards.

10. Third-Party Services and Components

A Tool may incorporate, interact with, or depend on third-party software, services, APIs, artificial intelligence models, open-source software, or other third-party technology. Third-party components may be subject to additional terms, notices, or licenses. To the extent required by applicable open-source or third-party license terms, those terms will govern the applicable third-party component. eGain is not responsible for third-party products or services that you separately use in connection with a Tool.

11. Security and Your Environment

You are responsible for the security, configuration, and appropriate use of your systems, networks, devices, accounts, access controls, and computing environment used with a Tool, including restricting access to authorized users, protecting credentials, maintaining appropriate security controls, applying necessary system and security updates, maintaining appropriate backups, and determining whether the Tool is suitable for your environment. eGain is not responsible for security issues, data loss, incompatibilities, vulnerabilities, or failures caused by your environment, third-party products, unsupported configurations, unauthorized modifications, failure to maintain appropriate security controls, or use of the Tool contrary to its documentation.

12. Updates, Support, and Availability

Unless eGain expressly agrees otherwise in writing, eGain has no obligation to provide support, maintenance, updates, upgrades, security patches, error corrections, implementation assistance, compatibility updates, service levels, or continued availability of any Tool. A Tool may automatically check for, download, or install updates or communicate with eGain systems for update, licensing, security, usage, diagnostic, or operational purposes, as described in the applicable Tool documentation or disclosure. eGain may modify or discontinue any Tool at any time.

13. Beta, Preview, and Experimental Features

A Tool identified as beta, preview, early access, evaluation, experimental, or similar may be incomplete, unstable, or subject to material change. Such Tools may contain errors, defects, or vulnerabilities and may not perform as expected. You should not rely on beta, preview, or experimental Tools for production-critical operations or use them in circumstances where failure could result in material harm.

14. Feedback

If you provide eGain with ideas, comments, suggestions, recommendations, or other feedback relating to a Tool (“Feedback”), you grant eGain a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, modify, commercialize, and otherwise exploit that Feedback without restriction or obligation to you. Insights Data collected under Section 6 is separate from Feedback and may be used as described in Section 6 regardless of whether you provide Feedback.

15. eGain Ownership

The Tools, including their software, source code, object code, architecture, design, interfaces, documentation, models, algorithms, taxonomies, methodologies, templates, trademarks, and other associated intellectual property, are owned by eGain or its licensors. Except for the limited license expressly granted under these Terms, you receive no right, title, or interest in or to any eGain intellectual property. Nothing in these Terms grants you any right to use eGain’s trademarks, logos, branding, or trade names or to imply that eGain endorses you, your organization, or your products or services.

16. Compliance with Law

You must use the Tools in compliance with all applicable laws and regulations. Without limiting the foregoing, you are responsible for determining whether your use of a Tool complies with laws applicable to your industry, jurisdiction, data, users, and intended use case.

17. Export Controls and Sanctions

You may not use, export, re-export, transfer, or make available a Tool in violation of applicable export control, sanctions, or trade laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive U.S. sanctions and that you are not a person or entity with whom U.S. persons are prohibited from dealing. You may not use a Tool for any prohibited end use or prohibited end user.

18. Indemnification

You will defend, indemnify, and hold harmless eGain and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from Your Content, your breach of these Terms, violation of applicable law or third-party rights, or misuse of a Tool. eGain will provide reasonable notice of any claim and reasonable cooperation at your expense.

19. No Warranty

THE TOOLS AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, EGAIN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, AVAILABILITY, AND ERROR-FREE OPERATION. EGAIN DOES NOT WARRANT THAT ANY TOOL WILL BE UNINTERRUPTED, ERROR-FREE, COMPATIBLE WITH YOUR SYSTEMS, OR FREE FROM DEFECTS, OR THAT ANY DEFECTS WILL BE CORRECTED. EGAIN ALSO DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, SUITABLE FOR YOUR PURPOSE, OR PRODUCE ANY PARTICULAR RESULT. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER A TOOL AND ITS OUTPUTS ARE APPROPRIATE FOR YOUR INTENDED USE.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EGAIN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO A TOOL OR THESE TERMS, EVEN IF EGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EGAIN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY TOOL OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100). The limitations in this Section apply regardless of the theory of liability and even if a remedy fails of its essential purpose.

21. Suspension and Termination

You may stop using a Tool at any time. eGain may suspend, restrict, disable, or terminate your access to or use of a Tool if eGain reasonably believes you have violated these Terms, your use presents a security, legal, operational, or reputational risk, continued availability is no longer commercially or technically feasible, eGain is required to do so by law, or eGain decides to discontinue the Tool. Upon termination, you must stop using the Tool and, if requested by eGain, delete or uninstall all copies in your possession or control.

Sections that by their nature should survive termination will survive, including Sections 5 through 7, 14 through 20, and 22 through 27.

22. U.S. Government Users

If you are a U.S. Government end user, each Tool is a “commercial computer software” and related documentation is “commercial computer software documentation,” as those terms are defined under applicable U.S. federal acquisition regulations. Use, duplication, reproduction, release, modification, disclosure, or transfer is governed solely by these Terms except to the extent otherwise required by applicable law.

23. Assignment

You may not assign or transfer these Terms or any rights granted under them without eGain’s prior written consent. eGain may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, reorganization, change of control, sale of assets, or similar transaction. Any attempted assignment in violation of this Section is void.

24. Changes to These Terms

eGain may update these Terms from time to time. We will post the updated version and update the “Last updated” date. If a change is material, eGain may provide additional notice where required by law. Your continued use of a Tool after updated Terms become effective constitutes acceptance of the updated Terms.

25. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms or a Tool will be brought exclusively in the state or federal courts located in Santa Clara County, California, and each party consents to their jurisdiction and venue.

26. General Terms

These Terms and any additional terms expressly incorporated into them constitute the entire agreement between you and eGain regarding the Tools. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be interpreted to most closely reflect its intended effect to the extent permitted by law. A failure or delay by eGain to enforce any provision is not a waiver of that provision or any other right. Headings are for convenience only and do not affect interpretation. These Terms do not create any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between you and eGain.

27. Contact Us

If you have questions about these Terms, a Tool, or how information is handled, please contact [email protected].