Terms and Conditions
These Standard Terms and Conditions (the “Terms and Conditions”) are between ConnectionAI Inc. (“ConnectionAI”) and the person or entity that has clicked on the “AGREE” box at the end of these Terms and Conditions (“You,” “Your” or “Yours”). These Terms and Conditions describe the terms under which You may access and use the ConnectionAI software associated with these Terms and Conditions and hosted by ConnectionAI at www.connectionai.io, including all associated documentation (collectively, the “Software”).
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 TERMS AND CONDITIONS. IF YOU ARE A NATURAL PERSON ENTERING INTO THESE 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 TERMS AND CONDITIONS.
1. Grant of License.
Subject to these 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, Fee-bearing, 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 Updates (as defined below), 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 business purposes. 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 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. Without limiting the generality of the foregoing, You shall not use the Software to: (a) 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; (b) train any AI foundation model; or (c) reveal or learn any underlying components of models, algorithms or systems associated with the Software. 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 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 non-public information and materials relating thereto 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, 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 is transferred to You by these Terms and Conditions; (b) the Software 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 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 Terms and Conditions, You shall not have any right or interest in Software.
3.2 Ownership. You shall not make any claim or representation of ownership, or act as the owner, of any of the Software or permit or facilitate the performance of any act that is inconsistent with or in violation of these Terms and Conditions. You shall not remove, obscure or modify any proprietary, confidentiality, trade secret or other notices on any copies of the Software.
4. Confidential Information.
4.1 Description. Both during and after the term of these Terms and Conditions, You shall keep strictly confidential, and not disclose or use other than as expressly permitted by these Terms and Conditions, any non-public information of ConnectionAI or provided by ConnectionAI, including without limitation the Software (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 Terms and Conditions. You shall limit access to the Confidential Information to such a limited number of Your employees as is necessary to exercise the license granted herein. 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 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 Terms and Conditions; (y) the Privacy Policy; and (z) the Data Protection Agreement, but only to the extent of any actual conflict.
5. Fees and Payment.
5.1 Fees. You shall pay to ConnectionAI a fee (the “Fee”) as agreed to by You and ConnectionAI.
5.2 Payment. You shall pay all Fees in advance by credit card or bank transfer.
5.3 Late Payment. Any late payment of Fees shall bear interest at a rate of one and one-half percent (1.5%) for each month or partial month during which Fees were owed and unpaid. In addition, any late payment of Fees may be deemed a material breach of these Terms and Conditions at ConnectionAI’s discretion. Without limiting the generality of the foregoing, ConnectionAI shall have right to suspend access to and use of the Software without notice in any case where You have failed to make timely payment of Fees.
6. Statement of Limited Warranty and Disclaimer.
6.1 Limited Warranty. ConnectionAI hereby warrants to You that the Software shall materially conform to its included documentation in ordinary use in conformity with such Documentation. ConnectionAI’s sole liability for any breach of such limited warranty, and Your sole remedy for any breach of such limited warranty, shall be the provision of Support as described in Section 7 (“Support”).
6.2 Disclaimer. OTHER THAN AS STATED IN SUBJECTION 6.1 (“LIMITED WARRANTY”), 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 THE OPERATION OF THE SOFTWARE WILL NOT BE UNINTERRUPTED OR ERROR-FREE.
7. Support
7.1 Description. In consideration of Your timely performance hereunder, including without limitation payment of Fees, ConnectionAI shall make available to You support for the Software (“Support”) consisting of the following:
A. ConnectionAI will provide You access to ConnectionAI’s technical chatbot for reporting through ConnectionAI’s trouble-ticket system, any breaches of the limited warranty set forth in Subsection 6.1 (“Limited Warranty”), collectively “Errors” during ConnectionAI’s normal business hours, excluding U.S. national holidays. Support requested outside the foregoing business hours will be commenced on the next scheduled ConnectionAI working day;
B. ConnectionAI will use its commercially reasonable efforts to correct Errors promptly as to which You have provided proper notice as stated above; and
C. ConnectionAI may, from time to time, issue new additions, versions, releases, corrections or improvements to the Software (collectively, “Updates”), and will incorporate such Updates into the Software without notice. Updates that provide additional functionality or features may be subject to additional Fees.
7.2 Process. Where You have properly notified ConnectionAI of an Error, You shall fully cooperate with ConnectionAI in all respects, including without limitation to reproduce the Error by providing screen shots or allowing screen sharing to enable ConnectionAI personnel to observe such Error.
8. Term.
Unless sooner terminated according to the terms of these Terms and Conditions, these Terms and Conditions, including any licenses granted herein, shall have a term commencing on the Effective Date and expiring on the date that is 12 months from the Effective Date. The term of these Terms and Conditions may extend beyond such initial period only as agreed by ConnectionAI and You in writing.
9. Termination.
Subject to Subsection 5.3 (“Late Payment”), either party may terminate these Terms and Conditions upon notice for the material breach hereof by the other party where such breach has not been cured after thirty (30) days’ written notice to the breaching party. Upon the expiration or termination of these Terms and Conditions, You shall immediately discontinue exercising any rights granted to You under these 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.
10. 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 THESE TERMS AND CONDITIONS OR THE SOFTWARE EXCEED THE GREATER OF FEES PAID BY YOU TO CONNECTIONAI WITH RESPECT TO SUCH SOFTWARE IN THE ONE (1) YEAR PERIOD IMMEDIATELY PRIOR TO THE FIRST EVENT GIVING RISE TO YOUR CLAIM, OR ONE THOUSAND DOLLARS.
11. Notices.
Any notices to ConnectionAI shall be provided to the following address, in person, by certified mail, return receipt requested, or via reputable overnight delivery service such as FedEx:
ConnectionAI Inc.
3020 East Camelback Road
Suite 100
Phoenix, AZ 85016
Any notices to You shall be provided electronically to the email address You submitted when You registered with ConnectionAI and entered into these Terms and Conditions. Either party may change its primary contact by giving notice to the other party.
12. Entire Agreement.
These 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 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.
13. Remedies.
All rights and remedies conferred under these Terms and Conditions or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently.
14. Choice of Law and Jurisdiction.
These 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 Terms and Conditions.
15. Assignment.
You may not assign, sell, convey, sublicense or otherwise transfer the Software or any component thereof or any right or interest therein, these Terms and Conditions, or any of Your rights or obligations under these 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 Terms and Conditions, any merger, consolidation, or direct or indirect change in control shall be deemed an assignment. ConnectionAI may assign these Terms and Conditions in whole or in part, upon notice. Any purported assignment in violation of the terms hereof shall be void and of no force or effect.
16. Severability.
If any term, clause or provision of these 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 Terms and Conditions.
17. No Waiver.
The failure of either party to enforce at any time any of the provisions of these Terms and Conditions, or the failure to require at any time performance by the other party of any of the provisions of these 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 Terms and Conditions shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
18. Survival.
Notwithstanding the termination or expiration of these Terms and Conditions, the provisions of Section 2 (“Use of Artificial Intelligence”), Section 3 (“”Proprietary Rights and Ownership”), Section 4 (“Confidential Information”), Section 5 (“Fees and Payment”), Subsection 6.2 (“Disclaimer”), Section 9 (“Termination”), Section 10 (“Damages”), Section 11 (“Notices”), Section 12 (“Entire Agreement”), Section 13 (“Remedies”), Section 14 (“Choice of Law and Jurisdiction”), Section 16 (“Severability”), Section 17 (“No Waiver”) and Section 18 (“Survival”) shall survive.