These Terms of Service (the “Terms”) and any accompanying or future order form, online order or similar agreement you enter into with d, Inc. (“AI Squared” or “we”) issued under these Terms (each an “Order” and, together with these Terms, the “Agreement”) govern your access to and use of the services provided to you by AI Squared (the “AI Squared Services”). As set forth in an Order or as otherwise agreed to by AI Squared, the AI Squared Services may include one or more of the following: (a) subscription platform services, including any support services to which you may be subscribing (the “Subscription Services”), (b) training services (the “Training Services”), or (c) any other services the parties agree that AI Squared shall provide. If you are acting on behalf of an entity, you represent and warrant that you are authorized to bind that entity to these Terms, in which case “Subscriber,” “you,” or “your” will refer to that entity (otherwise, such terms refer to you as an individual). By accepting these Terms, either by executing these Terms separately or by executing an initial Order that indicates your acceptance of these Terms (an “Initial Order”), whether by signature or by clicking an “I Accept” button or checkbox, you agree in full to these Terms. If you do not have authority to bind your entity or do not agree with these Terms, you must not accept these Terms and may not use the AI Squared Services. The “Effective Date” of these Terms is the earliest to occur of the effective date of the Initial Order, the date you execute these Terms, or the date you first access or use the AI Squared Services. If you are executing a pilot with AI Squared, Ai Squared’s pilot terms shall apply.
- Orders. Any Order agreed to by the parties shall be incorporated by reference into the Agreement and shall identify: (a) specific AI Squared Services to be provided, (b) any limitations on permitted use that may differ from those set forth in these Terms, (c) the service term or other timing considerations, (d) service fees and any additional payment terms, (e) any applicable limitations on number or type of Authorized Users (as such term is defined in Section 2.a)i) below), and (f) any other applicable terms and conditions. To the extent any provision in an Order clearly conflicts with a provision of these Terms or a provision of an earlier Order, the provision in the new Order shall be binding and the conflicting provision in these Terms or in the earlier Order shall be deemed modified solely to the extent reasonably necessary to eliminate the conflict and solely with respect to the new Order (unless expressly intended to permanently amend the Agreement). Capitalized terms used but not defined in an Order shall have the meaning assigned to them, if any, within these Terms.
- AI Squared Services.
- Subscription Services.
- Authorized Users. If we have agreed to provide you with Subscription Services, you may select individuals (your employees or agents) to access and use the Subscription Services, subject to any numeric or other limits established in an Order or as otherwise agreed to by the parties, and you will obtain separate credentials (user IDs and passwords) via the AI Squared Services for such individuals (each an “Authorized User”). Subject to these limitations, Authorized Users may be changed upon reasonable notice at your request during a service term or as otherwise agreed by the parties. You will at all times be responsible for all actions taken under an Authorized User’s account, whether such action was taken by an Authorized User or by another party, and whether or not such action was authorized by an Authorized User, provided that such action was not (a) taken by AI Squared or by a party acting under the direction of AI Squared or (b) an action by a third party that AI Squared should reasonably have prevented. You are responsible for the security of each Authorized User’s credentials and will not share (and will instruct each Authorized User not to share) such credentials with any other person or entity or otherwise permit any other person or entity to access or use the Subscription Services. You shall be fully responsible for any unauthorized use as set forth under this Section 2.a)i), including the payment of appropriate additional Fees (defined below) applied on a retroactive basis to such unauthorized use. Unless otherwise provided in an Order, refunds will not be provided and Fees will not be decreased during a service term if the number of Authorized Users decreases for any reason.
- Provision of Subscription Services. Subject to your compliance with the terms and conditions of this Agreement (including your payment of any fees (“Fees”) as due under Section 5 (Payment)), AI Squared will provide you with the Subscription Services, and you and your Authorized Users may access and use the Subscription Services solely for your internal business purposes. AI Squared reserves the right to improve or otherwise modify its internal system architecture at any time subject to maintaining appropriate industry standards of practice relating to the provision and security of the Subscription Services. You retain all ownership rights in Customer Data (as defined below in Section 3.c)), in any other information or materials you provide to AI Squared to enable AI Squared to perform any of the AI Squared Services, and in any output you generate from your use of the Subscription Services.
- Training Services.
- Generally. AI Squared may provide, as set forth in an Order, certain Training Services, either delivered (x) by instructors (“Instructor-led Training Services”), both in person and online-only; or (y) as a self-paced online training course (“Self-Paced Training Services”). If we have agreed to provide you with Training Services, we will provide qualified training personnel and/or suitable training materials. You shall make available to AI Squared any materials AI Squared reasonably requires to perform the Training Services.
- Instructor-led Training Services. If we have agreed to provide you with Instructor-led Training Services, we will provide qualified training personnel and suitable training materials and, except as otherwise mutually agreed upon by the parties, you will, as reasonably applicable: (i) provide qualified personnel to assist in coordinating and implementing the Instructor-led Training Services; (ii) provide AI Squared with access to your sites and facilities (or temporary off-site facilities) during normal business hours and as otherwise reasonably required by AI Squared to perform the Instructor-led Training Services; (iii) provide AI Squared with such working space and office support (including access to telephones, photocopying equipment, and the like) as AI Squared may reasonably request; and (iv) perform your duties and tasks as may be reasonably required to permit AI Squared to perform the Instructor-led Training Services, including any such duties and tasks that may be set forth in an Order.
- Self-Paced Training Services. AI Squared may make available certain Self-Paced Training Services. Unless otherwise set forth in an Order or when signing up for a self-paced training course, the Self-Paced Training Services shall expire 12 months from activation and are licensed on a per- user basis.
- Downloadable Services. AI Squared may offer to make available to you certain AI Squared Services from time to time in a downloadable manner (“Downloadable Services“). Unless expressly stated otherwise at the time of download or as otherwise agreed by AI Squared, Downloadable Services may only be used as a part of the AI Squared Services. You are granted a non-exclusive, royalty-free right and license to use and copy during the term of this Agreement the Downloadable Services solely as necessary to enable your use of the AI Squared Services.
- Feedback. You are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the AI Squared Services (“Feedback”). If you choose to offer Feedback to AI Squared, you hereby grant AI Squared a perpetual, irrevocable, non-exclusive, worldwide, fully- paid, sub-licensable, assignable license to incorporate into the AI Squared Services or otherwise use any Feedback AI Squared receives from you.
- Ownership of the AI Squared Services. Except as expressly set forth in this Agreement, AI Squared retains all worldwide intellectual property rights available under applicable law including, without limitation, rights with respect to patents, copyrights, trademarks, trade secrets, know-how, and databases (“Intellectual Property Rights”) and all other proprietary rights related to the AI Squared Services. You will not delete or alter the copyright, trademark, or other proprietary rights notices or markings appearing within the AI Squared Services as delivered to you. You agree that the AI Squared Services are provided on a non-exclusive basis and not sold. You further acknowledge and agree that portions of the AI Squared Services, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets and other Intellectual Property Rights of AI Squared and its licensors.
- Subscription Services.
- Customer Obligations; Customer Data.
- Customer Responsibilities. You:
- are responsible for taking reasonable steps at all times to maintain the security, protection and backup of all Customer Data residing within your Systems (as defined below in Section 3.b)(G)), including within your accounts held at any cloud service provider, with such steps to include without limitation the regular rotation of access keys and other industry standard steps to preclude unauthorized access;
- are responsible for ensuring that AI Squared at all times has updated and accurate contact information for the appropriate person for AI Squared to notify regarding data security issues relating to the AI Squared Services; and
- acknowledge that: (i) AI Squared does not provide data backup services; and that (ii) subject to Section 9.a), AI Squared is not responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party not under the control of AI Squared. Notwithstanding the forgoing, in the event of any loss or corruption of Customer Data within the AI Squared Services, AI Squared will use commercially reasonable efforts to restore the lost or corrupted Customer Data from any backup of such Customer Data available to AI Squared.
- Restrictions on Use. You shall not:
- copy, modify, disassemble, decompile or reverse engineer the AI Squared Services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by this Agreement or by law notwithstanding this prohibition;
- sell, resell, license, sublicense, distribute, rent, lease, or otherwise provide access to the AI Squared Services to any third party except to the extent explicitly authorized in writing by AI Squared;
- use the AI Squared Services to develop or offer a service made available to any third party that could reasonably be seen to serve as a substitute for such third party’s possible subscription to any AI Squared product or service
- transfer or assign any of your rights hereunder except as permitted under Section 12.d);
- interfere with or disrupt (or attempt to interfere with or disrupt) the AI Squared Services, or gain (or attempt to gain) access to any Systems or networks that connect thereto (except as required to appropriately access and use the AI Squared Services);
- use the AI Squared Services to violate the security or integrity of, or otherwise abuse, any application, computing device, system or network (each a “System”) of any party, including but not limited to gaining unauthorized access to any System (including attempting to probe, scan, monitor, or test the vulnerability of a System), forging any headers or other parts of any message describing its origin or routing, interfering with the proper functioning of any System (including any deliberate attempt by any means to overload a System), implementing denial-of-service attacks (inundating a target with communications requests so it cannot respond effectively or at all to legitimate traffic), operating non-permissioned network services (including open proxies, mail relays or recursive domain name servers), using any means to bypass System usage limitations, or storing, transmitting or installing malicious code;
- use the AI Squared Services to distribute or facilitate the sending of unsolicited or unlawful (i) email or other messages, or (ii) promotions of any kind;
- use the AI Squared Services to engage in or promote any other fraudulent, deceptive or illegal activities;
- use the AI Squared Services to process, store or transmit material, including any Customer Data, in violation of any law or any third party rights, including without limitation privacy rights;
- during any free trial period granted by AI Squared, use the AI Squared Services for any purpose other than to evaluate the desirability of entering into a paid subscription to the AI Squared Services (in which case, AI Squared reserves the right to charge you for such use at AI Squared’ standard rates without foregoing any other available remedies); or
- use the AI Squared Services in hazardous or mission-critical circumstances or for uses requiring fail-safe performance, or where failure could lead to death, personal injury or environmental damage, and you further acknowledge that the AI Squared Services are not designed or intended for such use.
- Customer Data. You represent and warrant to AI Squared that the data and information input or submitted by you or Authorized Users into the Subscription Services or otherwise made accessible to AI Squared by you under this Agreement, including without limitation any data provided to AI Squared support personnel for the purposes of trouble shooting or other customer support (collectively, “Customer Data”), shall not contain:
- any data for which you do not have all rights, power and authority necessary for its collection, use and processing as contemplated by this Agreement;
- any data with respect to which your use and provision to AI Squared pursuant to this Agreement would breach any agreement between you and any third party;
- any data that includes incitements to violence, terrorism or other wrongdoing, or obscene, illicit or deceptive materials of any kind;
- any data with respect to which its usage as contemplated herein would violate any applicable local, state, federal or other laws, regulations, orders or rules, including without limitation any Privacy Laws as defined below in Section 6.b); or
- except as may be clearly specified in an Order for your intended use with the AI Squared Services, any unencrypted (x) bank, credit card or other financial account numbers or login credentials, (y) social security, tax, driver’s license or other government-issued identification numbers, or (z) health information identifiable to a particular individual. For the purposes of the prior sentence, “unencrypted” means a failure to utilize industry standard encryption methods to prevent AI Squared and its personnel, including
- Customer Responsibilities. You:
- Term of Agreement. The Agreement may be terminated by either party on thirty (30) days’ prior written notice if (i) there are no operative Orders outstanding or (ii) the other party is in material breach of the Agreement and the breaching party fails to cure the breach prior to the end of the notice period. If the Agreement terminates pursuant to the prior sentence due to AI Squared’ material breach, AI Squared shall refund to you that portion of any prepayments related to AI Squared Services not yet provided. Either party can immediately terminate the Agreement if the other becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 30 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to conduct business or threatens to do so.
- Term of Orders. The Term of an Order shall be as specified in the Order.
- Suspension; Termination. AI Squared may temporarily suspend or terminate the AI Squared Services at any time (i) without notice if AI Squared reasonably suspects that you have violated Section 3, or (ii) if you fail to pay undisputed fees after receiving notice that you are more than 30 days delinquent in payment. Upon termination for any reason, you will purge all stored elements of the AI Squared Services from your Systems, AI Squared will purge all your Confidential Information (defined below) from its Systems, and each party, upon request by the other party, shall provide certification of such action. All provisions of the Agreement that by their nature should survive termination shall so survive, including without limitation each party’s confidentiality obligations under Section 6.a).
- Payment. Except as otherwise specified in an Order: (a) all Fees owed to AI Squared shall be paid in U.S. Dollars; (b) invoiced payments shall be due within 30 days of the date of your receipt of each invoice; and (c) Fees for all AI Squared Services shall be invoiced in full upon execution of the applicable Order. All past due payments, except to the extent reasonably disputed, will accrue interest at the highest rate allowed under applicable law but in no event more than one and one-half percent (1.5%) per month. You shall be solely responsible for payment of any applicable sales, value added or use taxes, or similar government fees or taxes.
- Confidentiality; Data Protection
- Confidentiality. “Confidential Information” means any business or technical information disclosed by either party to the other that is designated as confidential at the time of disclosure or that, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. In addition, Customer Data is considered to be your Confidential Information, all non-public elements of the AI Squared Services are considered to be AI Squared’ Confidential Information, and the terms of this Agreement, any information that either party derives relating to the conduct or performance of the other party’s personnel, services or systems, and any information that either party conveys to the other party concerning data security measures, incidents, or findings constitute Confidential Information of both parties. A receiving party will not use the disclosing party’s Confidential Information except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Section 6.a). Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party ordinarily uses with respect to its own Confidential Information and in no event less than a reasonable standard of care. Each party’s duty of confidentiality under this Section 6.a) shall continue indefinitely except solely with respect to any portion of the other party’s received Confidential Information (i) that becomes publicly known through no fault of the receiving party; (ii); that is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; (iii) that is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (iv) the receiving party can demonstrate through documentary evidence was independently developed by the receiving party without use of or reference to the Confidential Information; provided, however, that a party may to the extent necessary disclose such Confidential Information as required by applicable law, regulation, court order or action by applicable regulatory authority, subject to the party required to make such disclosure giving reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request. The provisions of this Section 6.a) shall supersede any non-disclosure agreement by and between the parties that would purport to address the confidentiality and security of Customer Data and such agreement shall have no further force or effect with respect to Customer Data.
- Data Protection. AI Squared is certified as ISO/IEC 27001:2013 compliant and shall remain certified to this or an equivalent standard (the “ISMS Standard”) throughout the term of this Agreement. AI Squared acknowledges that it may receive or have access to Personal Data (as defined below) provided by you during the term of this Agreement (the Privacy Laws also define “Processing”, “Processor” and “Controller,” and such terms, along with the term “Personal Data,” shall have the same meaning as they have under the Privacy Laws when used in this Agreement). In relation to all such Personal Data: (i) you shall provide to AI Squared only such Personal Data as is reasonably necessary; (ii) you acknowledge that you are the data Controller of such data and that AI Squared is only acting on your behalf as the data Processor; (iii) you represent and warrant that you have complied and will comply with applicable Privacy Laws in collecting any Personal Data prior to uploading it to or processing it as part of the AI Squared Services; (iv) AI Squared shall implement and maintain technical and organizational measures designed according to the ISMS Standard to protect against unauthorized or unlawful processing of, and accidental loss or destruction of, or damage to, such Personal Data; and (v) AI Squared shall Process such Personal Data solely in accordance with applicable Privacy Laws and your written instructions which are consistent with this Agreement for the purposes of providing the AI Squared Services in accordance with the Agreement. You agree that your use of the AI Squared Services to Process such Personal Data shall be deemed a written instruction to AI Squared to Process such Personal Data. Without limiting the foregoing, AI Squared shall: (i) only disclose such Personal Data to sub-contractors to assist in the provision of the AI Squared Services (and subject to AI Squared ensuring written commitments from such sub-contractors to protect Personal Data with terms substantially equivalent to the terms of this Agreement) or as required by law; (ii) promptly notify Subscriber in writing if AI Squared is aware of any loss, theft, damage or unauthorized or unlawful access to such Personal Data (“Privacy Breach”); and (iii) to the extent that it has possession of such Personal Data, provide reasonable assistance to Subscriber to allow Subscriber to comply with its obligations under the Privacy Laws to disclose, provide access to, modify or correct such Personal Data or provide notice regarding a Privacy Breach. If Subscriber is legally required to provide notice relating to a Privacy Breach, AI Squared shall provide information and cooperation reasonably requested by Subscriber to assist Subscriber in complying with such requirement. The content of any notification that names AI Squared, or from which AI Squared’ identity could be determined, shall be subject to the prior approval of AI Squared, which approval shall not be unreasonably withheld, except as otherwise required by applicable laws, and provided further that conditioning of a notification on AI Squared’ approval shall not prevent Subscriber from complying with its obligations under applicable Privacy Laws. For the purposes of this Section 6, “Privacy Laws” means all applicable statutes, laws or regulations, including without limitation those of the United States, the European Union and European Economic Area (“EEA”) and their member states, Switzerland, and the United Kingdom, that are applicable to the Processing of Personal Data under the Agreement. With respect to the Privacy Laws of the European Union and the EEA, Privacy Laws shall mean, until May 25, 2018, the EU Data Protection Directive (95/46/EC), and after May 25, 2018, the EU General Data Protection Regulation (GDPR).
- Warranties. AI Squared warrants that AI Squared has employed and will continue to employ appropriate industry standards of practice designed to: (i) ensure that its provision of the AI Squared Services under this Agreement will not infringe any third party Intellectual Property Rights or other proprietary rights; (ii) prevent the transmission of malware or malicious code via the AI Squared Services; (iii) meet its performance, confidentiality and other obligations under this Agreement; (iv) prevent unauthorized access to or disclosure of Customer Data; and (v) ensure that the Subscription Services operate during the applicable service order term(s) substantially in accordance with the documentation available at https://docs.squared.ai/ (or such other location as AI Squared may provide, and as may be updated from time to time).
- Disclaimer. THE WARRANTIES IN SECTION 7.a) ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING AI Squared AND AI Squared’ SERVICES PROVIDED HEREUNDER. SUBJECT TO SECTION 9.a), AI Squared SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE FOREGOING. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN (BUT SUBJECT ALWAYS TO SECTION 9.a)): (i) SERVICES PROVIDED UNDER ANY FREE TRIAL PERIOD ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND BY AI Squared; (ii) WITHOUT LIMITATION, AI Squared DOES NOT MAKE ANY WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, OR UNINTERRUPTABILITY, OF THEAI Squared SERVICES; (iii) AI Squared IS NOT RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE AI Squared SERVICES OR FOR CONCLUSIONS DRAWN FROM SUCH USE; AND (iv) AI Squared’ EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO SECTION 3.a)(C) WILL CONSTITUTE AI Squared’ SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA IN CONNECTION WITH THE AI Squared SERVICES.
- Indemnification by AI Squared. Subject to Section 8.e), AI Squared (as “Indemnitor”) will defend you, indemnify you and hold you harmless from and against all liabilities, costs, damages and expenses (including settlement costs pre-approved by AI Squared and reasonable attorneys’ fees) incurred by you, including your officers, employees, directors, agents and affiliates (each as an “Indemnitee”), to the extent based upon such third party’s claim that the AI Squared Services, as provided by AI Squared to you pursuant to this Agreement, infringe any Intellectual Property Right or other proprietary right and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are incurred by any Indemnitee. Notwithstanding the foregoing, AI Squared will have no liability for any infringement or misappropriation claim of any kind if such claim arises from: (i) the combination, operation or use of the AI Squared Services with equipment, devices, software or data (including without limitation your Confidential Information) not supplied by AI Squared, if a claim would not have occurred but for such combination, operation or use; or (ii) your or an Authorized User’s use of the AI Squared Services other than in accordance with this Agreement.
- Indemnification by You. Subject to Section 8.e), you (as “Indemnitor”) will defend, indemnify and hold harmless AI Squared from and against all liabilities, costs, damages and expenses (including settlement costs pre- approved by you and reasonable attorneys’ fees) incurred by AI Squared, including its officers, employees, directors, agents and affiliates (each as an “Indemnitee”) to the extent arising from or related to your breach or other violation of Section 3.
- Injunction. If your use of the AI Squared Services is, or in AI Squared’ opinion is likely to be, enjoined due to the type of claim specified in Section 8.a), then AI Squared may at its sole option and expense: (i) replace or modify the AI Squared Services to make them non-infringing and of equivalent functionality; (ii) procure for you the right to continue using the AI Squared Services under the terms of this Agreement; or (iii) if AI Squared is unable to accomplish either (i) or (ii) despite using its reasonable efforts, terminate your rights and AI Squared’ obligation under this Agreement with respect to such AI Squared Services and refund to you any Fees prepaid by you for AI Squared Services not yet provided.
- Sole Remedy. SUBJECT TO SECTION 9.a) BELOW, THE FOREGOING SECTIONS 8.a) and 8.c) STATE THE ENTIRE OBLIGATION OF AI Squared AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE AI Squared SERVICES.
- Conditions of Indemnification. As a condition to an Indemnitor’s obligations under this Section 8, an Indemnitee will: (i) promptly notify the Indemnitor of the claim for which the Indemnitee is seeking indemnification; (ii) grant the Indemnitor sole control of the defense and settlement of the claim; (iii) provide the Indemnitor, at the Indemnitor’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim; (iv) preserve and will not waive legal, professional or any other privilege attaching to any of the records, documents, or other information in relation to such claim without prior notification of consent by the Indemnitor. The Indemnitor will not settle any claim that involves a remedy other than payment without the Indemnitee’s prior written consent, which may not be unreasonably withheld or delayed. An Indemnitee has the right to retain counsel, at the Indemnitee’s expense, to participate in the defense or settlement of any claim. The Indemnitor will not be liable for any settlement or compromise that an Indemnitee enters into without the Indemnitor’s prior written consent.
- Limitation of Liability.
- Neither party’s liability (i) for unpaid Fees (ii) for death or personal injury caused by its negligence or the negligence of its employees or agents, (iii) for fraud or fraudulent misrepresentation, (iv) under the indemnities set forth in Section 8; (v) for its grossly negligent conduct; or (vi) for any other liability that cannot be excluded or limited by law, is excluded or limited by this Agreement.
- Subject to Section a) above, neither party shall be liable under or in connection with this Agreement to the other (whether for breach of contract, tort (including negligence), breach of statutory duty or otherwise) for (i) loss of profit or revenue, (ii) loss from damage to business or goodwill, (iii) loss of contracts, (iv) loss of customers, (v) device failure or malfunction, or (vi) any other indirect, incidental, consequential, or special loss, even if a party has been advised of the possibility of such losses occurring.
- Subject to Sections a) and 9.b) above, the aggregate liability of either party, its employees and its and each of their affiliates’ to the other party arising out of or in connection with the Agreement (and whether such liability arises as a result of breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited in the aggregate in relation to all claims arising from, or in connection with, the Agreement, to the amounts payable to AI Squared as Fees under the applicable Order or Orders for the AI Squared Services in relation to which a dispute arises in respect of the relevant Contract Year (defined below), or, if no such Fees were payable, five thousand dollars ($5,000). For the purpose of this Section 9.c), (i) if more than one claim arises from the same event or series of events, then all such claims shall be treated as one, which will be treated as having arisen on the date on which the first relevant claim arose and (ii) “Contract Year” means the relevant period of twelve months starting on the start date of the applicable AI Squared Service or an anniversary thereof (as appropriate).
- Notwithstanding anything to the contrary in the Agreement, but subject to Section 9.a), AI Squared disclaims all liability, direct or indirect (and whether for breach of contract, tort (including negligence), breach of statutory duty, or otherwise), in connection with services provided in any free trial period, and in no event shall AI Squared’ total liability for damages relating to services provided in any free trial period exceed five thousand dollars ($5,000) in connection with claims relating thereto.
- Export. The AI Squared Services, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit your users to access or use any AI Squared Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
- Equitable Relief. Each party acknowledges and agrees that the other party may be irreparably harmed in the event that such party breaches Section 6.a) (Confidentiality), and that monetary damages alone cannot fully compensate the non-breaching party for such harm. Accordingly, each party hereto hereby agrees that the non-breaching party shall be entitled to injunctive relief to prevent or stop such breach, and to obtain specific enforcement thereof. Any such equitable remedies obtained shall be in addition to, and not foreclose, any other remedies that may be available.
- Governing Law. This Agreement and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms of Service or the use of the Service shall be instituted exclusively in the federal or state courts located in the Commonwealth of Virginia. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Notwithstanding the foregoing, AI Squared may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction. In all cases, the application of law shall be without regard to, or application of, conflict of law rules or principles, and the United Nations Convention on Contracts for the International Sale of Goods will not apply.
- U.S. Government Users. If Subscriber is a U.S. government entity, or this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Subscriber acknowledges that the Subscription Services constitute software and documentation provided as “Commercial Items” under 48 C.F.R. 2.101 and developed solely at private expense, and are being licensed and made accessible to U.S. government users as commercial computer software subject to the restricted rights described in 48 C.F.R. 12.212.
- Entire Agreement, Construction and Execution. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement (including all Orders) is the complete and exclusive understanding and agreement between the parties regarding its subject matter. Nothing in the preceding sentence shall limit or exclude any liability for fraud or fraudulent misrepresentation. The headings in this Agreement are solely for convenience, and shall not be taken into consideration in interpretation of the Agreement. Each party acknowledges and agrees that it has adequate sophistication, including legal representation, to fully review and understand this Agreement; therefore, in interpretation of the Agreement with respect to any drafting ambiguities that may be identified or alleged, no presumption shall be given in favor of the non- drafting party. This Agreement may not be modified or amended except by mutual written agreement of the parties. This Agreement (including all Orders) may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. A party’s electronic signature or transmission of any document by electronic means shall be deemed to bind such party as if signed and transmitted in physical form.
- Assignment. No assignment of a party’s rights and obligations under this Agreement is permitted except with the prior written approval of the other party, which shall not be unreasonably withheld; provided, however, that either party may freely make such assignment to a successor in interest upon a change of control.
- Notice. Any required notice under this Agreement shall be deemed given when received by letter delivered by nationally recognized overnight delivery service or recorded prepaid mail. Unless notified in writing of a change of address, you shall send any required notice to AI Squared, Inc., 160 Spear Street, Suite 1300, San Francisco, CA 94105, USA, attention: Legal Department, and AI Squared shall send any required notice to you directed to the most recent address you have provided to AI Squared for such notice.
- Force Majeure. Notwithstanding anything herein to the contrary, Subscriber understands and agrees that its use of the AI Squared Services may be interrupted by circumstances beyond AI Squared’ reasonable control, including, without limitation, acts of God, acts of government, changes in law or regulations, acts or omissions of third parties, flood, fire, earthquakes, civil unrest, wars, acts of terror, strikes or other actions taken by labor organizations, computer, telecommunications, the Internet, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within AI Squared’ possession or reasonable control, and network intrusions or denial of service attacks, or any other cause, whether similar or dissimilar to any of the foregoing that is beyond AI Squared’ reasonable control (individually or collectively as applicable, “Force Majeure“). AI Squared shall not be responsible or otherwise liable for any Force Majeure or any consequences thereof
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
- Account means a unique account created for You to access our Service or parts of our Service.
- Business, for the purpose of the CCPA (California Consumer Privacy Act), refers to the Company as the legal entity that collects Consumers’ personal information and determines the purposes and means of the processing of Consumers’ personal information, or on behalf of which such information is collected and that alone, or jointly with others, determines the purposes and means of the processing of consumers’ personal information, that does business in the State of California.
- Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to AI Squared, inc., 4301 50th st. NW Suite 300, Washington D.C. 20016. For the purpose of the GDPR, the Company is the Data Controller.
- Consumer, for the purpose of the CCPA (California Consumer Privacy Act), means a natural person who is a California resident. A resident, as defined in the law, includes (1) every individual who is in the USA for other than a temporary or transitory purpose, and (2) every individual who is domiciled in the USA who is outside the USA for a temporary or transitory purpose.
- Cookies are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses.
- Country refers to: District Of Columbia, United States
- Data Controller, for the purposes of the GDPR (General Data Protection Regulation), refers to the Company as the legal person which alone or jointly with others determines the purposes and means of the processing of Personal Data.
- Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
- Do Not Track (DNT) is a concept that has been promoted by US regulatory authorities, in particular the U.S. Federal Trade Commission (FTC), for the Internet industry to develop and implement a mechanism for allowing internet users to control the tracking of their online activities across websites.
- Facebook Fan Page is a public profile named AI2Incorporated specifically created by the Company on the Facebook social network, accessible from https://www.facebook.com/AI2Incorporated
- Personal Data is any information that relates to an identified or identifiable individual. For the purposes of GDPR, Personal Data means any information relating to You such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity. For the purposes of the CCPA, Personal Data means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked, directly or indirectly, with You.
- Sale, for the purpose of the CCPA (California Consumer Privacy Act), means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer’s personal information to another business or a third party for monetary or other valuable consideration.
- Service refers to the Website.
- Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used. For the purpose of the GDPR, Service Providers are considered Data Processors.
- Third-party Social Media Service refers to any website or any social network website through which a User can log in or create an account to use the Service.
- Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
- Website refers to AI Squared website, accessible from https://squared.ai
- You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable. Under GDPR (General Data Protection Regulation), You can be referred to as the Data Subject or as the User as you are the individual using the Service.
Collecting and Using Your Personal Data
Types of Data Collected
While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:
- Email address
- First name and last name
- Phone number
- Address, State, Province, ZIP/Postal code, City
- Usage Data
Usage Data is collected automatically when using the Service.
Usage Data may include information such as Your Device’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.
We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.
Information from Third-Party Social Media Services
The Company allows You to create an account and log in to use the Service through the following Third-party Social Media Services:
If You decide to register through or otherwise grant us access to a Third-Party Social Media Service, We may collect Personal data that is already associated with Your Third-Party Social Media Service’s account, such as Your name, Your email address, Your activities or Your contact list associated with that account.
Tracking Technologies and Cookies
- Flash Cookies. Certain features of our Service may use local stored objects (or Flash Cookies) to collect and store information about Your preferences or Your activity on our Service. Flash Cookies are not managed by the same browser settings as those used for Browser Cookies. For more information on how You can delete Flash Cookies, please read “Where can I change the settings for disabling, or deleting local shared objects?” available at https://helpx.adobe.com/flash-player/kb/disable-local-shared-objects-flash.html#main_Where_can_I_change_the_settings_for_disabling__or_deleting_local_shared_objects_
- Web Beacons. Certain sections of our Service and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of a certain section and verifying system and server integrity).
Cookies can be “Persistent” or “Session” Cookies. Persistent Cookies remain on Your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close Your web browser. You can learn more about cookies on TermsFeed website article.
We use both Session and Persistent Cookies for the purposes set out below:
- Necessary / Essential Cookies Type: Session Cookies Administered by: Us Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.
- Functionality Cookies Type: Persistent Cookies Administered by: Us Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.
- Tracking and Performance Cookies Type: Persistent Cookies Administered by: Third-Parties Purpose: These Cookies are used to track information about traffic to the Website and how users use the Website. The information gathered via these Cookies may directly or indirectly identify you as an individual visitor. This is because the information collected is typically linked to a pseudonymous identifier associated with the device you use to access the Website. We may also use these Cookies to test new pages, features or new functionality of the Website to see how our users react to them.
Use of Your Personal Data
The Company may use Personal Data for the following purposes:
- To provide and maintain our Service, including to monitor the usage of our Service.
- To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
- For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.
- To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application’s push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
- To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.
- To manage Your requests: To attend and manage Your requests to Us.
- For business transfers: We may use Your information to evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data held by Us about our Service users is among the assets transferred.
- For other purposes: We may use Your information for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Service, products, services, marketing and your experience.
We may share Your personal information in the following situations:
- With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of our Service, to contact You.
- For business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of Our business to another company.
- With business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
- With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside. If You interact with other users or register through a Third-Party Social Media Service, Your contacts on the Third-Party Social Media Service may see Your name, profile, pictures and description of Your activity. Similarly, other users will be able to view descriptions of Your activity, communicate with You and view Your profile.
- With Your consent: We may disclose Your personal information for any other purpose with Your consent.
Retention of Your Personal Data
The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.
Transfer of Your Personal Data
Your information, including Personal Data, is processed at the Company’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.
Disclosure of Your Personal Data
Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).
Other legal requirements
The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:
- Comply with a legal obligation
- Protect and defend the rights or property of the Company
- Prevent or investigate possible wrongdoing in connection with the Service
- Protect the personal safety of Users of the Service or the public
- Protect against legal liability
Security of Your Personal Data
The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.
Detailed Information on the Processing of Your Personal Data
The Service Providers We use may have access to Your Personal Data. These third-party vendors collect, store, use, process and transfer information about Your activity on Our Service in accordance with their Privacy Policies.
We may use third-party Service providers to monitor and analyze the use of our Service.
We may use Your Personal Data to contact You with newsletters, marketing or promotional materials and other information that may be of interest to You. You may opt-out of receiving any, or all, of these communications from Us by following the unsubscribe link or instructions provided in any email We send or by contacting Us.
We may use Email Marketing Service Providers to manage and send emails to You.
Legal Basis for Processing Personal Data under GDPR
We may process Personal Data under the following conditions:
- Consent: You have given Your consent for processing Personal Data for one or more specific purposes.
- Performance of a contract: Provision of Personal Data is necessary for the performance of an agreement with You and/or for any pre-contractual obligations thereof.
- Legal obligations: Processing Personal Data is necessary for compliance with a legal obligation to which the Company is subject.
- Vital interests: Processing Personal Data is necessary in order to protect Your vital interests or of another natural person.
- Public interests: Processing Personal Data is related to a task that is carried out in the public interest or in the exercise of official authority vested in the Company.
- Legitimate interests: Processing Personal Data is necessary for the purposes of the legitimate interests pursued by the Company.
In any case, the Company will gladly help to clarify the specific legal basis that applies to the processing, and in particular whether the provision of Personal Data is a statutory or contractual requirement, or a requirement necessary to enter into a contract.
Your Rights under the GDPR
The Company undertakes to respect the confidentiality of Your Personal Data and to guarantee You can exercise Your rights.
- Request access to Your Personal Data. The right to access, update or delete the information We have on You. Whenever made possible, you can access, update or request deletion of Your Personal Data directly within Your account settings section. If you are unable to perform these actions yourself, please contact Us to assist You. This also enables You to receive a copy of the Personal Data We hold about You.
- Request correction of the Personal Data that We hold about You. You have the right to have any incomplete or inaccurate information We hold about You corrected.
- Object to processing of Your Personal Data. This right exists where We are relying on a legitimate interest as the legal basis for Our processing and there is something about Your particular situation, which makes You want to object to our processing of Your Personal Data on this ground. You also have the right to object where We are processing Your Personal Data for direct marketing purposes.
- Request erasure of Your Personal Data. You have the right to ask Us to delete or remove Personal Data when there is no good reason for Us to continue processing it.
- Request the transfer of Your Personal Data. We will provide to You, or to a third-party You have chosen, Your Personal Data in a structured, commonly used, machine-readable format. Please note that this right only applies to automated information which You initially provided consent for Us to use or where We used the information to perform a contract with You.
- Withdraw Your consent. You have the right to withdraw Your consent on using your Personal Data. If You withdraw Your consent, We may not be able to provide You with access to certain specific functionalities of the Service.
Exercising of Your GDPR Data Protection Rights
You may exercise Your rights of access, rectification, cancellation and opposition by contacting Us. Please note that we may ask You to verify Your identity before responding to such requests. If You make a request, We will try our best to respond to You as soon as possible.
You have the right to complain to a Data Protection Authority about Our collection and use of Your Personal Data. For more information, if You are in the European Economic Area (EEA), please contact Your local data protection authority in the EEA.
Facebook Fan Page
Data Controller for the Facebook Fan Page
The Company is the Data Controller of Your Personal Data collected while using the Service. As operator of the Facebook Fan Page https://www.facebook.com/AI2Incorporated, the Company and the operator of the social network Facebook are Joint Controllers.
The Company has entered into agreements with Facebook that define the terms for use of the Facebook Fan Page, among other things. These terms are mostly based on the Facebook Terms of Service: https://www.facebook.com/terms.php
We use the Facebook Insights function in connection with the operation of the Facebook Fan Page and on the basis of the GDPR, in order to obtain anonymized statistical data about Our users.
For this purpose, Facebook places a Cookie on the device of the user visiting Our Facebook Fan Page. Each Cookie contains a unique identifier code and remains active for a period of two years, except when it is deleted before the end of this period.
Facebook receives, records and processes the information stored in the Cookie, especially when the user visits the Facebook services, services that are provided by other members of the Facebook Fan Page and services by other companies that use Facebook services.
Categories of Personal Information Collected
We collect information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or Device. The following is a list of categories of personal information which we may collect or may have been collected from California residents within the last twelve (12) months.
Please note that the categories and examples provided in the list below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact collected by Us, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been collected. For example, certain categories of personal information would only be collected if You provided such personal information directly to Us.
- Category A: Identifiers. Examples: A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, driver’s license number, passport number, or other similar identifiers. Collected: Yes.
- Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)). Examples: A name, signature, Social Security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information. Some personal information included in this category may overlap with other categories. Collected: Yes.
- Category C: Protected classification characteristics under California or federal law. Examples: Age (40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information). Collected: No.
- Category D: Commercial information. Examples: Records and history of products or services purchased or considered. Collected: No.
- Category E: Biometric information. Examples: Genetic, physiological, behavioral, and biological characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as, fingerprints, faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data. Collected: No.
- Category F: Internet or other similar network activity. Examples: Interaction with our Service or advertisement. Collected: Yes.
- Category G: Geolocation data. Examples: Approximate physical location. Collected: No.
- Category H: Sensory data. Examples: Audio, electronic, visual, thermal, olfactory, or similar information. Collected: No.
- Category I: Professional or employment-related information. Examples: Current or past job history or performance evaluations. Collected: No.
- Category J: Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)). Examples: Education records directly related to a student maintained by an educational institution or party acting on its behalf, such as grades, transcripts, class lists, student schedules, student identification codes, student financial information, or student disciplinary records. Collected: No.
- Category K: Inferences drawn from other personal information. Examples: Profile reflecting a person’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes. Collected: No.
Under CCPA, personal information does not include:
- Publicly available information from government records
- Deidentified or aggregated consumer information
- Information excluded from the CCPA’s scope, such as:
- Health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA) or clinical trial data
- Personal Information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver’s Privacy Protection Act of 1994
Sources of Personal Information
We obtain the categories of personal information listed above from the following categories of sources:
- Directly from You. For example, from the forms You complete on our Service, preferences You express or provide through our Service.
- Indirectly from You. For example, from observing Your activity on our Service.
- Automatically from You. For example, through cookies We or our Service Providers set on Your Device as You navigate through our Service.
- From Service Providers. For example, third-party vendors to monitor and analyze the use of our Service, or other third-party vendors that We use to provide the Service to You.
Use of Personal Information for Business Purposes or Commercial Purposes
We may use or disclose personal information We collect for “business purposes” or “commercial purposes” (as defined under the CCPA), which may include the following examples:
- To operate our Service and provide You with our Service.
- To provide You with support and to respond to Your inquiries, including to investigate and address Your concerns and monitor and improve our Service.
- To fulfill or meet the reason You provided the information. For example, if You share Your contact information to ask a question about our Service, We will use that personal information to respond to Your inquiry.
- To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
- As described to You when collecting Your personal information or as otherwise set forth in the CCPA.
- For internal administrative and auditing purposes.
- To detect security incidents and protect against malicious, deceptive, fraudulent or illegal activity, including, when necessary, to prosecute those responsible for such activities.
Please note that the examples provided above are illustrative and not intended to be exhaustive. For more details on how we use this information, please refer to the “Use of Your Personal Data” section.
Disclosure of Personal Information for Business Purposes or Commercial Purposes
We may use or disclose and may have used or disclosed in the last twelve (12) months the following categories of personal information for business or commercial purposes:
- Category A: Identifiers
- Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
- Category F: Internet or other similar network activity
Please note that the categories listed above are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact disclosed, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been disclosed.
When We disclose personal information for a business purpose or a commercial purpose, We enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract.
Sale of Personal Information
As defined in the CCPA, “sell” and “sale” mean selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer’s personal information by the business to a third party for valuable consideration. This means that We may have received some kind of benefit in return for sharing personal information, but not necessarily a monetary benefit.
Please note that the categories listed below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact sold, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been shared for value in return.
We may sell and may have sold in the last twelve (12) months the following categories of personal information:
- Category A: Identifiers
- Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
- Category F: Internet or other similar network activity
Share of Personal Information
We may share Your personal information identified in the above categories with the following categories of third parties:
- Service Providers
- Our affiliates
- Our business partners
- Third party vendors to whom You or Your agents authorize Us to disclose Your personal information in connection with products or services We provide to You
Sale of Personal Information of Minors Under 16 Years of Age
We do not sell the personal information of Consumers We actually know are less than 16 years of age, unless We receive affirmative authorization (the “right to opt-in”) from either the Consumer who is between 13 and 16 years of age, or the parent or guardian of a Consumer less than 13 years of age. Consumers who opt-in to the sale of personal information may opt-out of future sales at any time. To exercise the right to opt-out, You (or Your authorized representative) may submit a request to Us by contacting Us.
If You have reason to believe that a child under the age of 13 (or 16) has provided Us with personal information, please contact Us with sufficient detail to enable Us to delete that information.
Your Rights under the CCPA
The CCPA provides California residents with specific rights regarding their personal information. If You are a resident of California, You have the following rights:
- The right to notice. You have the right to be notified which categories of Personal Data are being collected and the purposes for which the Personal Data is being used.
- The right to request. Under CCPA, You have the right to request that We disclose information to You about Our collection, use, sale, disclosure for business purposes and share of personal information. Once We receive and confirm Your request, We will disclose to You:
- The categories of personal information We collected about You
- The categories of sources for the personal information We collected about You
- Our business or commercial purpose for collecting or selling that personal information
- The categories of third parties with whom We share that personal information
- The specific pieces of personal information We collected about You
- If we sold Your personal information or disclosed Your personal information for a business purpose, We will disclose to You:
- The categories of personal information categories sold
- The categories of personal information categories disclosed
- The right to say no to the sale of Personal Data (opt-out). You have the right to direct Us to not sell Your personal information. To submit an opt-out request please contact Us.
- The right to delete Personal Data. You have the right to request the deletion of Your Personal Data, subject to certain exceptions. Once We receive and confirm Your request, We will delete (and direct Our Service Providers to delete) Your personal information from our records, unless an exception applies. We may deny Your deletion request if retaining the information is necessary for Us or Our Service Providers to:
- Complete the transaction for which We collected the personal information, provide a good or service that You requested, take actions reasonably anticipated within the context of our ongoing business relationship with You, or otherwise perform our contract with You.
- Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
- Debug products to identify and repair errors that impair existing intended functionality.
- Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
- Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et. seq.).
- Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if You previously provided informed consent.
- Enable solely internal uses that are reasonably aligned with consumer expectations based on Your relationship with Us.
- Comply with a legal obligation.
- Make other internal and lawful uses of that information that are compatible with the context in which You provided it.
- The right not to be discriminated against. You have the right not to be discriminated against for exercising any of Your consumer’s rights, including by:
- Denying goods or services to You
- Charging different prices or rates for goods or services, including the use of discounts or other benefits or imposing penalties
- Providing a different level or quality of goods or services to You
- Suggesting that You will receive a different price or rate for goods or services or a different level or quality of goods or services
Exercising Your CCPA Data Protection Rights
In order to exercise any of Your rights under the CCPA, and if You are a California resident, You can contact Us:
- By email: email@example.com
Only You, or a person registered with the California Secretary of State that You authorize to act on Your behalf, may make a verifiable request related to Your personal information.
Your request to Us must:
- Provide sufficient information that allows Us to reasonably verify You are the person about whom We collected personal information or an authorized representative
- Describe Your request with sufficient detail that allows Us to properly understand, evaluate, and respond to it
We cannot respond to Your request or provide You with the required information if We cannot:
- Verify Your identity or authority to make the request
- And confirm that the personal information relates to You
We will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonably necessary and with prior notice.
Any disclosures We provide will only cover the 12-month period preceding the verifiable request’s receipt.
For data portability requests, We will select a format to provide Your personal information that is readily usable and should allow You to transmit the information from one entity to another entity without hindrance.
Do Not Sell My Personal Information
You have the right to opt-out of the sale of Your personal information. Once We receive and confirm a verifiable consumer request from You, we will stop selling Your personal information. To exercise Your right to opt-out, please contact Us.
The Service Providers we partner with (for example, our analytics or advertising partners) may use technology on the Service that sells personal information as defined by the CCPA law. If you wish to opt out of the use of Your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by following the instructions below.
Please note that any opt out is specific to the browser You use. You may need to opt out on every browser that You use.
You can opt out of receiving ads that are personalized as served by our Service Providers by following our instructions presented on the Service:
- The NAI’s opt-out platform: http://www.networkadvertising.org/choices/
- The EDAA’s opt-out platform http://www.youronlinechoices.com/
- The DAA’s opt-out platform: http://optout.aboutads.info/?c=2&lang=EN
The opt out will place a cookie on Your computer that is unique to the browser You use to opt out. If you change browsers or delete the cookies saved by your browser, You will need to opt out again.
Your mobile device may give You the ability to opt out of the use of information about the apps You use in order to serve You ads that are targeted to Your interests:
- “Opt out of Interest-Based Ads” or “Opt out of Ads Personalization” on Android devices
- “Limit Ad Tracking” on iOS devices
You can also stop the collection of location information from Your mobile device by changing the preferences on Your mobile device.
“Do Not Track” Policy as Required by California Online Privacy Protection Act (CalOPPA)
Our Service does not respond to Do Not Track signals.
However, some third party websites do keep track of Your browsing activities. If You are visiting such websites, You can set Your preferences in Your web browser to inform websites that You do not want to be tracked. You can enable or disable DNT by visiting the preferences or settings page of Your web browser.
The Service may contain content appropriate for children under the age of 13. As a parent, you should know that through the Service children under the age of 13 may participate in activities that involve the collection or use of personal information. We use reasonable efforts to ensure that before we collect any personal information from a child, the child’s parent receives notice of and consents to our personal information practices.
We also may limit how We collect, use, and store some of the information of Users between 13 and 18 years old. In some cases, this means We will be unable to provide certain functionality of the Service to these Users. If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent’s consent before We collect and use that information.
We may ask a User to verify its date of birth before collecting any personal information from them. If the User is under the age of 13, the Service will be either blocked or redirected to a parental consent process.
Information Collected from Children Under the Age of 13
The Company may collect and store persistent identifiers such as cookies or IP addresses from Children without parental consent for the purpose of supporting the internal operation of the Service.
We may collect and store other personal information about children if this information is submitted by a child with prior parent consent or by the parent or guardian of the child.
The Company may collect and store the following types of personal information about a child when submitted by a child with prior parental consent or by the parent or guardian of the child:
- First and/or last name
- Date of birth
- Grade level
- Email address
- Telephone number
- Parent’s or guardian’s name
- Parent’s or guardian’s email address
A parent who has already given the Company permission to collect and use his child personal information can, at any time:
- Review, correct or delete the child’s personal information
- Discontinue further collection or use of the child’s personal information
Your California Privacy Rights (California’s Shine the Light law)
Under California Civil Code Section 1798 (California’s Shine the Light law), California residents with an established business relationship with us can request information once a year about sharing their Personal Data with third parties for the third parties’ direct marketing purposes.
If you’d like to request more information under the California Shine the Light law, and if You are a California resident, You can contact Us using the contact information provided below.
California Privacy Rights for Minor Users (California Business and Professions Code Section 22581)
California Business and Professions Code Section 22581 allows California residents under the age of 18 who are registered users of online sites, services or applications to request and obtain removal of content or information they have publicly posted.
To request removal of such data, and if You are a California resident, You can contact Us using the contact information provided below, and include the email address associated with Your account.
Be aware that Your request does not guarantee complete or comprehensive removal of content or information posted online and that the law may not permit or require removal in certain circumstances.
Links to Other Websites
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.
- By email: firstname.lastname@example.org