Effective Date: 01 November, 2012;
Updated July 14, 2016
This agreement governs your acquisition and use of our services. If you register for a free trial for our services, this agreement will also govern that free trial.
By accepting this agreement, either by clicking a box indicating your acceptance or by executing an order form that references this agreement, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates.
Marketing.AI and all its properties including this website is owned and operated by Experts.AI Software Corp.
1. Your Marketing.AI Account and Site If you set-up an account on the Website, you are responsible for maintaining the security of your account and the information contained therein, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify Marketing.AI of any unauthorized uses of your account or any other breaches of security. Marketing.AI will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
2. Free Trial If You register on our website for a free trial, We will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any purchased subscriptions ordered by You for such Service(s).
Any data you enter into the services, and any configurations made to the services by or for you, during your free trial may be permanently lost unless you purchase a subscription prior to the termination of your free trial period.
3. License To Use Our Services Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to use our Services for your private use and not for resale or further distribution. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of our Services; or (iii) circumvent or disable any security or technological features or measure of our Services.
4. Website Service Marketing.AI modifies the Website from time to time, including by adding or deleting features and functions, in order to improve its customers’ experience. Nothing in this Agreement shall prohibit Marketing.AI from making such changes to the Website, provided that no such change to the Services shall materially reduce the functionality of the Website provided to Customer during the Contract Term. Marketing.AI reserves the right to provide some or all elements of the Website through use of third party providers.
Customer can subscribe to additional elements of the Website from time to time, as agreed to between the parties, and such added elements of the Website shall, starting with the date on which the parties agree to their addition, be included in the Website provided and fees payable under this Agreement.
Marketing.AI may monitor use of the Website by all of its customers and use data related to such use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Website and make improvements on it. Customer agrees that Marketing.AI may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify Customer. Customer will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data.
Customer agrees not to use the service to collect, manage or process sensitive information. Marketing.AI disclaims any and all liability that may arise from customer’s use of the service to collect or manage sensitive information.
6. Customer Support Support for the Service is available through in-app messaging service, which is integrated with email, and available 24 hours per Day x 7 days per week. Additional self-serve support materials are available at http://support.marketing.ai and customer service can be reached directly at firstname.lastname@example.org.
7. Limitations of Use Customer’s access to the Website is conditioned upon its representations and warranties that it will not:• Use, or allow its Users to use, the Website in violation of the terms of this Agreement;• Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Website, or otherwise attempt to discover any source code, or allow any third party to do so;• Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Marketing.AI Website in any way;• User or launch an automated system, including without limitation, “robots,” spiders,” or “offline readers”, that accesses the Service in a manner that sends more request messages to the Marketing.AI servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;• Use the Website in any manner that damages, disables, overburdens, or impairs any Marketing.AI website or interferes with any other party’s use and enjoyment of the Website.• Attempt to gain unauthorized access to the Service;• Access the Service by any means other than through the interface that is provided by Marketing.AI for use in accessing the Website;• Use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
8. Indemnification Customer will indemnify, defend and hold Marketing.AI harmless, at its expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against Marketing.AI (and its officers, directors, employees, agents, service providers, licensors and affiliates) to the extent that such Action is based upon or arises out of (a) Customer’s use of the Service; (b) Customer’s noncompliance with or breach of this Agreement, (c) Customer’s use of Third-Party Products, or (d) unauthorized use of the Service by any other person using Customer’s User information. Customer will indemnify Marketing.AI for any and all costs, damages, settlements, liabilities, losses, and expenses (including, but not limited to, reasonable attorney’s fees and court costs) of any kind whatsoever, directly and to the extent arising out of any Action by a third party not affiliated with Marketing.AI. Marketing.AI shall use commercially reasonable efforts to: notify Customer in writing within thirty (30) days of Marketing.AI’s becoming aware of any such claim; give Customer sole control of the defense or settlement of such a claim (provided that Customer may not settle any such claim unless the settlement unconditionally releases Marketing.AI of all liability); and provide Customer (at Customer’s expense) with any and all information and assistance reasonably requested by Customer to handle the defense or settlement of the claim. Customer shall not accept any settlement that (i) imposes an obligation on Marketing.AI; (ii) requires Marketing.AI to make an omission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Marketing.AI without Marketing.AI’s prior written consent.
Infringement Indemnity: Marketing.AI will defend and hold harmless Customer from any losses or expenses (including reasonable legal fees) arising from any third-party action brought against Customer to the extent based on a claim that the Marketing.AI Website infringes any currently existing U.S. patent or copyright.The party entitled to indemnification hereunder will (a) promptly notify the other party in writing of the claim, (b) grant the other party sole control of the defense and settlement of the claim, and (c) reasonably assist the other party in defending the claim.
9. Warranties Each Party represents and warrants to the other party that it is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation, has the power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate or company action. This Agreement constitutes the legal, valid, and binding obligation of each party in accordance with its terms.
Disclaimer: The Website is provided “as is”. Marketing.AI and its suppliers and licensors disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Marketing.AI nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
10. Use Policies You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our Website. You will not use our Website to: (i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationship or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letter”, “pyramid schemes”, or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ix) intentionally or unintentionally violate any applicable local, state, provincial, national or international law or regulation; (x) “stalk” or otherwise harass another; or (xi) collect or store personal data about other users.
11. Feedback We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Website and Services (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide use in any way, including in future enhancements and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner and for any purpose, in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
12. Confidentiality The parties each acknowledge that the other party treats its products, development processes, business methods, business information, and prices as confidential to the extent permitted by the laws of the Province of British Columbia and that they constitute the commercially valuable proprietary products and/or services and trade secrets of the respective party, regardless of whether they may be copyrighted, patented or trademarked.
During the Term of this Agreement, each party will learn or receive information about the other which the other treats as confidential, including but not limited to all business, marketing, financial and customer-related data (“Confidential Information”). Each party agrees that Confidential Information received from the other shall be treated as confidential and protected in the same manner as the receiving party treats its own confidential information (but in no event less than reasonable care). Each party agrees not to use any Confidential Information of the other for any purpose other than exercising its rights and fulfilling its obligations hereunder and not to transfer, distribute or disclose to any third party any Confidential Information of the other, except as expressly authorized in writing by the other and shall confine knowledge and use of the Confidential Information received by the other to those of its employees and contractors who require such knowledge and use of the information in the ordinary course of and scope of their employment pursuant to this Agreement. Notwithstanding the foregoing, Confidential Information shall not include information which (i) has entered the public domain by no action of the receiving party hereunder, (ii) was already rightfully in the possession of the receiving party when received by the disclosing party, (iii) is received from a third party without breach of any obligation owed to the disclosing party or (iv) was developed independently by the receiving party by individuals without access to the disclosing party’s information.
The obligations of the parties, with regard to the Confidential Information of the other that constitutes trade secrets, shall remain in effect for as long as such Confidential Information shall remain a trade secret under applicable law. All other Confidential Information shall remain protected during the Term and for three (3) years thereafter.
13. Intellectual Property This agreement does not transfer from Marketing.AI to you any Marketing.AI, Marketing.AI or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Marketing.AI. Marketing.AI, the Marketing.AI logo, and all other trademarks, service marks, graphics and logos used in connection with Marketing.AI, or the Website are trademarks or registered trademarks of Marketing.AI or Marketing.AI’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Marketing.AI or third-party trademarks.
14. Changes Marketing.AI reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Marketing.AI may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
15. Limitation of Liability In no event will Marketing.AI, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Marketing.AI under this agreement during the twelve (12) month period prior to the cause of action. Marketing.AI shall have no liability for failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
16. Miscellaneous This agreement constitutes the entire agreement between Marketing.AI and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Marketing.AI, or by the posting by Marketing.AI of a revised version. Except to the extent applicable by law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the province of British Columbia, Canada, and the proper venue for all disputes arising out of or relating to any of the same will be the provincial and federal courts located in Vancouver, British Columbia. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by its terms and conditions. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
17. Governing Law This Agreement and the subject matter of this Agreement and all related matters will be governed by, and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Commercial Code, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws.
18. Payment and Renewal You agree to pay Marketing.AI the subscription fees indicated as outlined on the Order Form. Payments will be charged on a pre-pay basis and due as indicated on the Order Form and will cover the use of that service for the subscription period as indicated. Fees are non-refundable. Unless you notify Marketing.AI 60 (sixty) days prior to the end of the applicable subscription period that you want to cancel your plan, your plan subscription will automatically renew and you authorize us to collect the then-applicable subscription fee for such an Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you.
Suspension for Non-Payment: Marketing.AI may suspend Customer’s access to all or any part of the Website for cause upon 10 days’ notice to Customer of non-payment of any amount due hereunder if such amount remains unpaid at the expiration of such period. Marketing.AI will not suspend the Website while Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.