ConnectionAI Inc.
Beta Terms & Conditions
These Beta Terms and Conditions (the “Beta Terms and Conditions”) are between ConnectionAI Inc. (“ConnectionAI”) and the person or entity that has clicked on the “I have read and accept the terms and conditions” box when registering (“You,” “Your” or “Yours”). These Beta Terms and Conditions describe the terms under which You may access and use the ConnectionAI software associated with these Beta Terms and Conditions, which is currently under development and hosted by ConnectionAI at www.connectionai.io (the “Software”).
By clicking on the “I have read and accept the terms and conditions” box when registering box, You are agreeing to comply with and be bound by all these Beta Terms and Conditions. If You do not agree to be bound by all these Beta Terms and Conditions, You may not use the Software. The date on which You click on the box shall be deemed the “Effective Date” of these Beta Terms and Conditions.
YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST THE AGE OF MAJORITY (e.g., EIGHTEEN (18) YEARS OF AGE), IN THE JURISDICTION IN WHICH YOU RESIDE, THAT YOU ARE LEGALLY CAPABLE OF ENTERING INTO ENFORCEABLE CONTRACTS, AND THAT YOU AGREE WITH AND WILL COMPLY WITH ALL THE TERMS OF THESE BETA TERMS AND CONDITIONS. IF YOU ARE A NATURAL PERSON ENTERING INTO THESE BETA TERMS AND CONDITIONS ON BEHALF OF AN ENTITY, YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO, AND THAT BY YOUR AGREEMENT BELOW SUCH ENTITY IS BOUND BY THESE BETA TERMS AND CONDITIONS.
1. Grant of License.
Subject to these Beta Terms and Conditions, including without limitation Section 2 (“Use of Artificial Intelligence”), and solely during the term hereof, ConnectionAI hereby grants You a limited, revocable, royalty-free, nontransferable, nonexclusive license (without the right to grant sublicenses) to access by use of a one-time code to be provided by ConnectionAI, the website located at www.connectionai.io, and to use the Software, which shall include such versions, updates, enhancements, modifications, and additions, and also associated documentation, as may be made available by ConnectionAI in its discretion from time to time. You may use such Software solely for Your internal, non-productive business purposes, and solely: (a) to evaluate the technical and commercial viability of the Software; (b) to evaluate the reliability and functionality of the Software in a working environment; (c) to determine whether the features of the Software perform as designed and are useful; (d) to determine whether the Software will work for its intended purpose; and (e) to create and provide to ConnectionAI suggestions and commercial and technical feedback regarding the Software, including suggestions regarding viability and functionality of the Software (collectively, “Feedback”). Such activities shall be deemed the “Beta” hereunder. You may not make any copies of any portion of the Software itself, and You may use the Software solely in compliance with all applicable laws, whether in the United States or elsewhere. Except as and only to the extent expressly permitted in these Beta Terms and Conditions, You shall not use, sublicense, sell, assign, convey, transfer, disclose, publish, display, copy, duplicate, adapt, merge, embed, disassemble, exfiltrate, reverse engineer, reverse compile, reverse assemble or otherwise attempt to obtain or disclose any information contained in the Software or the Beta Materials (as defined below). Without limiting the generality of the foregoing, You shall not use the Software or the Beta Materials to: (x) enable, support or otherwise aid the development of any product, service or technology competitive with the Software or as might be reasonably seen as a replacement for any goods or services of ConnectionAI or its affiliated companies; (y) train any AI foundation model; or (z) reveal or learn any underlying components of models, algorithms or systems associated with the Software or Beta Materials. The Software is licensed and not sold, and in no event shall the license granted herein be deemed a public disclosure, sale or offer for sale thereof.
2. Use of Artificial Intelligence.
2.1 Statement. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE BETA TERMS AND CONDITIONS, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE SOFTWARE CONTAINS AND USES ARTIFICIAL INTELLIGENCE TECHNOLOGY, INCLUDING WITHOUT LIMITATION GENERATIVE ARTIFICIAL INTELLIGENCE (COLLECTIVELY, “AI”). ACCORDINGLY, THE PARTIES HEREBY AGREE AS FOLLOWS:
A. AI IS NOT A PERFECT TECHNOLOGY, AND ITS USE MAY PRODUCE ERRORS, MISSTATEMENTS, “HALLUCINATIONS,” BIASED OUTPUTS, IMPROPER COPIES, AND OTHER PROBLEMS. YOU HEREBY AGREE TO CONFIRM THE ACCURACY AND COMPLETENESS OF ALL OUTPUTS OF THE SOFTWARE; and
B. THE USE OF AI MAY AFFECT OR ELIMINATE LEGAL COPYRIGHT OR OTHER INTELLECTUAL PROPERTY PROTECTION IN THE UNITED STATES AND ELSEWHERE WITH RESPECT TO ANY OUTPUT OF THE SOFTWARE. ACCORDINGLY, ANY SUCH OUTPUT SHALL BE SUBJECT TO ALL CORRESPONDING LAWS, AND CONNECTIONAI MAKES NO REPRESENTATIONS OR WARRANTIES AS TO WHAT INTELLECTUAL PROPERTY OR OTHER RIGHTS, IF ANY, YOU MAY OBTAIN WITH RESPECT TO SUCH OUTPUT.
2.2 No Further Notice or Permission Required. THE PARTIES FURTHER UNDERSTAND AND AGREE THAT CONNECTIONAI MAY ADD TO, REDUCE OR ELIMINATE FEATURES IN THE SOFTWARE WITHOUT NOTICE TO OR PERMISSION FROM YOU OR ANY THIRD PARTY.
2.3 No Inputting of Individuals’ Personal Information. YOU HEREBY ACKNOWLEDGE AND AGREE THAT SOFTWARE AND AI FUNCTIONALITY IS INTENDED TO PROCESS NON-PERSONAL INFORMATION, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION PROJECT INFORMATION, RAW MATERIALS USAGE DATA, ENGINEERING DESIGNS, AND STEEL OR CONCRETE MODELING DETAILS. AS SUCH, YOU ALSO AGREE TO NOT ADD, UPLOAD, APPEND, ALLOW INGESTION OF, OR OTHERWISE MAKE AVAILABLE TO THE SOFTWARE AND/OR ITS AI FUNCTIONALITY ANY INFORMATION RELATING TO AN IDENTIFIED OR IDENTIFIABLE NATURAL PERSON, INCLUDING, BUT NOT LIMITED TO, REFERENCE TO ANY IDENTIFIER SUCH AS NAME, AN IDENTIFICATION NUMBER, GEOLOCATION DATA, ONLINE IDENTIFIERS, OR FACTORS SPECIFIC TO THE PHYSICAL, MENTAL, ECONOMIC, CULTURAL OR SOCIAL IDENTITY OF A NATURAL PERSON.
3. Proprietary Rights and Ownership.
3.1 Proprietary Rights. You acknowledge and agree that the Software is being and will be developed by and on behalf of ConnectionAI at great expense to ConnectionAI, that the Software and all reports, evaluations, surveys and other information and materials evidencing or relating thereto or to the Beta, including but not limited to the nature and results of the Beta (collectively, the “Beta Materials”) shall be considered Confidential Information for purposes of Section 4 (“Confidential Information”), and that ConnectionAI has and will have exclusive proprietary and other rights in the Software and Beta Materials, including without limitation any and all worldwide patent, copyright, trademark, trade secret and all other intellectual property rights, however and wherever arising (collectively, the “Proprietary Rights”). You acknowledge and agree that: (a) no title or ownership of the Software or Beta Materials is transferred to You by these Beta Terms and Conditions; (b) the Software, Beta Materials and all Proprietary Rights therein are and shall remain the exclusive property of ConnectionAI; (c) ConnectionAI may use any information provided or input by You into the Software (including without limitation Feedback) to build or improve the quality of the Software and/or its AI functionality, including through making the information available to ConnectionAI affiliates; and (d) except for the license expressly granted by these Beta Terms and Conditions, You shall not have any right or interest in Software or Beta Materials.
3.2 Ownership. You shall not make any claim or representation of ownership, or act as the owner, of any of the Software or Beta Materials or permit or facilitate the performance of any act that is inconsistent with or in violation of these Beta Terms and Conditions. You shall not remove, obscure or modify any proprietary, confidentiality, trade secret or other notices on any copies of the Software or any Beta Materials. ConnectionAI shall be free to use and disclose, and to authorize others to use and disclose, without any obligation to You or any third party, any Feedback that is made available in whole or in part by You.
4. Confidential Information.
4.1 Description. Both during and after the term of these Beta Terms and Conditions, You shall keep strictly confidential, and not disclose or use other than as expressly permitted by these Beta Terms and Conditions, any non-public information of ConnectionAI or provided by ConnectionAI, including without limitation the Software or Beta Materials themselves (collectively, “Confidential Information”). You shall advise all persons who have access to the Confidential Information of the confidential nature thereof, and of the restrictions imposed by these Beta Terms and Conditions. You shall limit access to the Confidential Information to such a limited number of Your employees as is necessary for the Beta. You shall cause such employees to protect the confidentiality of the Confidential Information consistent with Your obligations hereunder, and shall fully indemnify, defend and hold harmless ConnectionAI against any failure by such employees to do so.
4.2 Other. These Beta Terms and Conditions are subject to, and hereby incorporates by reference: (a) ConnectionAI’s “Privacy Policy”; and (b) ConnectionAI’s “Data Protection Agreement.” In the event of any conflict among the foregoing, the order or precedence shall be: (x) these Beta Terms and Conditions; (y) the Privacy Policy; and (z) the Data Protection Agreement, but only to the extent of any actual conflict.
5. Your Responsibilities.
During the term of these Beta Terms and Conditions, You shall, at no charge to ConnectionAI: (a) provide a supportive environment that allows for the free exchange of comments and information between Your employees and ConnectionAI; (b) provide a suitably qualified technical support employee to assist in problem resolution; (c) assist ConnectionAI in recreating and defining Software and Beta Materials problems; (d) document problems, comments and suggestions (including without limitation Feedback) as reasonably required by ConnectionAI; and (e) use all versions, updates, enhancements, modifications and additions that ConnectionAI provides to You as part of the Software and Beta Materials and provide corresponding Feedback during the conduct of the Beta.
6. Reporting Methods.
You shall, from time to time during the conduct of the Beta, report to ConnectionAI with respect to the results and outcome of the Beta, as may be agreed to by the parties. The foregoing may include: (a) written Beta reports, based on a form and format agreed to by the parties; (b) regularly-scheduled interviews, to be conducted by telephone, email, video conference, virtual calls or in person, and designed to gather information regarding the Beta; (c) telephone conferences, video conferences and virtual calls between personnel of ConnectionAI and You, to be conducted on a pre-scheduled or ad hoc basis, as agreed to by the parties; and (d) such other reasonable methods as ConnectionAI may request.
7. Term.
Unless sooner terminated according to the terms of these Beta Terms and Conditions, these Beta Terms and Conditions, including any licenses granted herein, shall have a term commencing on the Effective Date and expiring on January 31, 2026. The term of these Beta Terms and Conditions may extend beyond such initial period only as agreed by ConnectionAI.
8. Termination.
Either party may terminate these Beta Terms and Conditions upon two (2) days’ written notice to the other party for any reason or no reason. Upon the expiration or termination of these Beta Terms and Conditions, You shall immediately discontinue exercising any rights granted to You under these Beta Terms and Conditions and such rights shall immediately terminate. Such expiration or termination shall not relieve You of any of Your obligations to ConnectionAI existing at the time of such expiration or termination.
9. No Commercial Release.
The parties acknowledge and agree that these Beta Terms and Conditions do not constitute and are not intended to be a license of any commercial release of any ConnectionAI software or any invention developed during the Beta.
10. Disclaimer.
CONNECTIONAI DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT: (a) THE SOFTWARE IS STILL IN DEVELOPMENT, IS EXPERIMENTAL IN NATURE, AND WILL BE UNDERGOING TESTING; AND (b) THE OPERATION THEREOF WILL NOT BE UNINTERRUPTED OR ERROR-FREE.
11. Damages.
CONNECTIONAI SHALL NOT BE LIABLE FOR ANY: (a) ECONOMIC, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER CLAIMED UNDER CONTRACT, INDEMNITY, TORT OR ANY OTHER LEGAL THEORY; (b) LOSS OF OR DAMAGE TO YOUR DATA OR PROGRAMMING; OR (c) COMPUTER SOFTWARE OR HARDWARE INTERRUPTION OR MALFUNCTIONS. IN NO EVENT SHALL THE LIABILITY OF CONNECTIONAI UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE OR THE BETA MATERIALS EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE CAUSE OF ACTION.
12.Contacts.
The ConnectionAI representative who will be the primary contact for these Beta Terms and Conditions and the Beta, and to whom all notices permitted or required hereunder shall be directed, shall be:
ConnectionAI Inc.
3020 East Camelback Road
Suite 100
Phoenix, AZ 85016
Your representative who will be the primary contact for these Beta Terms and Conditions and the Beta, and to whom all notices permitted or required hereunder shall be directed, shall be the named person, with corresponding contact information that was provided when You entered into these Beta Terms and Conditions. Either party may change its primary contact by giving notice to the other party.
13. Entire Agreement.
These Beta Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous proposals (both oral and written), negotiations, representations, commitments, writings, agreements, and all other communications between the parties with respect thereto. These Beta Terms and Conditions may not be released, discharged, changed or modified other than in accordance with their terms except by an instrument in writing agreed to by a duly authorized representative of each of the parties hereto.
14. Remedies.
All rights and remedies conferred under these Beta Terms and Conditions or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently.
15. Choice of Law and Jurisdiction.
These Beta Terms and Conditions shall be governed by and construed under and pursuant to the laws of the State of Arizona, exclusive of the laws relating to conflict of laws. The State and Federal courts located in Maricopa County, Arizona, shall have exclusive jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Beta Terms and Conditions.
16. No Assignment.
You may not assign, sell, convey, sublicense or otherwise transfer the Software, Beta Materials, or any component thereof or any right or interest therein, these Beta Terms and Conditions, or any of Your rights or obligations under these Beta Terms and Conditions, to any other party, either voluntarily or involuntarily, directly or indirectly, whether by operation of law or otherwise. For purposes of these Beta Terms and Conditions, any merger, consolidation, or direct or indirect change in control shall be deemed an assignment. Any purported assignment in violation of the terms hereof shall be void and of no force or effect.
17. Severability.
If any term, clause or provision of these Beta Terms and Conditions shall be judged invalid for any reason whatsoever by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to have been modified, to the extent necessary to make it valid and enforceable or, if such term, clause or provision cannot be so modified, it shall be deemed deleted from these Beta Terms and Conditions.
18. No Waiver.
The failure of either party to enforce at any time any of the provisions of these Beta Terms and Conditions, or the failure to require at any time performance by the other party of any of the provisions of these Beta Terms and Conditions, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of these Beta Terms and Conditions shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
19. Survival.
Notwithstanding the termination or expiration of these Beta Terms and Conditions, the provisions of Section 2 (“Use of Artificial Intelligence”), Section 3 (“”Proprietary Rights and Ownership”), Section 4 (“Confidential Information”), Section 8 (“Termination”), Section 9 (“No Commercial Release”), Section 10 (“Disclaimer”), Section 11 (“Damages”), Section 12 (“Contacts”), Section 13 (“Entire Agreement”), Section 14 (“Remedies”), Section 15 (“Choice of Law and Jurisdiction”), Section 17 (“Severability”), Section 18 (“No Waiver”) and Section 19 (“Survival”) shall survive.