Welcome to ELI.AI. We’re so glad you’re here. Please read the following terms before using our Services; you will be agreeing to, and will be bound by them through the continued use of our Services.
These Terms of Use along with our Privacy Policy and Data Processing Addendum (the “DPA”) incorporated herein, constitute the agreement (the “Agreement”) established by and between ELI.AI, Inc. with its principal office in Boston, Massachusetts, address: 867 Boylston St, Boston MA 02114, United States of America (referred to as ”ELI.AI”, “we” or “us” or ‘the Company") and any person or entity registering to or using the Services supplied by us (referred to as “Customer” and “you”) collectively “parties”, individually “party”.
What that means for you?
We’ll start with the basics by telling you that our three documents - these Terms of Use, Privacy Policy, and Data Processing Addendum - define the terms and conditions under which you’re allowed to use the Services and for this reason, altogether comprise the Agreement.
Accepting this Agreement is a condition of provisioning our Services to you. BY COMPLETING THE REGISTRATION PROCESS, ACCESSING OR USING THE SERVICES YOU (I) ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THIS AGREEMENT, (II) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER OR ACT ON BEHALF OF THE OWNER OF THE ACCOUNT, AND BIND TO THIS AGREEMENT AND (III) YOUR USE OF THE SERVICES IS FOR COMMERCIAL/BUSINESS PURPOSES ONLY. If you do not have the legal authority to enter this Agreement, do not understand this Agreement, or do not agree to the Agreement, please do not register to, or use the Services. Agree with us? Great, read on!
You and we agree and are bound by the following provisions:
This Agreement is effective between you and us on the earliest of the following: the day of your registration, access to or use of the Services (as further defined below) or by executing an applicable Order Form (the “Effective Date”).
What that means for you?
This simply means that the Agreement does not have to be signed to be binding. Your right to access and use the Services is expressly conditioned on your acceptance of the Agreement. Remember: the Agreement is effective as of the earliest of (i) the date you register for the Services, by clicking the “Create account” button (or a similar button or checkbox that confirms you agree/accept/sign up” for the Services), (ii) accessing the Services, or (iii) the effective date specified in the Order Form (the “Effective Date”).
Definitions
The following terms shall have the meaning specified below:
“Account”/“License” means the account created by the Customer to the Services.
“Agent” means a named user(s) in the Services who are permitted by the Customer to use and operate the Services for or on behalf of the Customer.
“Confidential Information” means all nonpublic information, including, but not limited to, trade secrets, computer programs, technical drawings, algorithms, formulas, processes, ideas, inventions (patentable or not), other technical or business information, physical samples, financial, business, sales information, know-how, terms of agreements, negotiations or proposals, all data, and such other information disclosed by ELI.AI in whatever form and which (i) is known by the receiving party (Customer, Agent, or any other Customer’s authorized representative) to be confidential; (ii) under circumstances by which the receiving party should reasonably understand such information is to be treated as confidential, whether or not marked by the disclosing party as “Confidential” or otherwise is marked as or stated to be confidential. Confidential Information may not be used, published, or redistributed by the receiving party without the prior written consent of ELI.AI.
“Customer Data” means data, information (including but not limited to Personal Data) and any material, content, phrases, entries uploaded to or created in the Services or transmitted through or stored in the Services (collectively “Input”) by the Customer, its Agents or any End-User, or otherwise made available, by or for Customer to or through the Services.
“End-Users” means customers of the Customer. For the avoidance of doubt, individuals visiting a Customer domain integrated with or utilizing our Service are also considered End-Users.
“Marketplace” means an online platform that hosts a variety of applications designed to work seamlessly with our Services. Marketplace is available via ELI.AI Apps Marketplace.
“Order Form” means any applicable ordering document between the parties that specifies mutually agreed upon rates for certain Services and other commercial terms. Each Order Form executed by the parties is governed by this Agreement and is subject thereto.
“Services” any services or applications provided by ELI.AI to you (a) on a trial, (b) free of charge basis or (c) as Paid Services. The Services do not include Third Party Services.
“Supporting Applications” means a web-based, mobile, offline or other software applications designed to work with the Services and made available to the Customer by ELI.AI or third-party through Marketplace.
“Personal Data" means any information relating to an identified or identifiable natural person under the Customer’s Account, who can be identified, directly or indirectly.
“Sites” means any domain or application operated by ELI.AI from which the Services are available to Customers.
1. General
1.1. Customer’s access to the Internet is not the subject of the Agreement and ELI.AI does not guarantee the compatibility of offered Services with other providers’ software. The Customer bears sole responsibility for the functionality of its Internet network, including the transmission paths and its own hardware and for the choice and consequences of using other software, including its applicability to the Customer’s objectives.
1.2. The Services are governed by the then-current version of the Agreement available on the Sites relevant to your Services. We recommend regularly checking for the most recent Agreement. We may modify the Agreement or any part thereof at our discretion from time to time without prior notice to you. When updated the new version instantly replaces all previous versions and becomes immediately effective and binding once it’s posted on Sites relevant to your Services. However, modifications affecting payment will be communicated to you explicitly at least 30 days before they’re implemented and if not clearly declined by you within 7 days of the notice, payment-related changes are deemed accepted and binding. Using the Services after the updated terms are in effect signifies your agreement to them. If you do not agree with the changes to the Agreement, you have the option to delete your Account at any time.
What that means for you?
We may occasionally update the Agreement. When changes to these Terms of Use or any other document comprising the Agreement will be posted, the date at the top of the particular document will be revised and published on the applicable Site. We recommend checking the Site from time to time to keep up to date on any changes in the Agreement.
2. Access and the use of the Services
2.1. When creating an Account and during the term of the Agreement, you must provide and keep the Account information true, accurate, current, and complete about yourself as requested to create and maintain the Account.
2.2. If you are the party that accepted the Agreement and you re-assign your Account to an authorized entity or person for administration purposes such Account re-assignment will not excuse your obligations under the Agreement and your use of the Services will continue to be subject to them.
What that means for you?
You can freely set who will operate the Services for you and on your behalf. For example, your employees, consultants, contractors, and representatives (each time authorized by you to use the Services) can be your Agents. However, this does not relieve you of your responsibilities as you are the contracting party who has a business relationship with us.
2.3. The Customer further agrees and acknowledges that access to, and the usage of the Services is subject to specific limits established by ELI.AI. Our Services can be accessed solely by logging in to the Services on a particular Site. Every Customer is assigned credentials for identifying and authenticating Agents in the Services (except the Services in which Agents are not required) and the Services is restricted to the specified number of individual Agents permitted under the Customer’s Account to the subscribed Services. The individual Agents’ login data for the Services shall only be used by one (1) designated individual Agent and may not (i) be passed on or used by others or several Agents at the same time, or (ii) shared or used by more than one Agent, but that Agent’s credentials may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. New and/or additional Agents must be notified in writing (including electronically) by you to ELI.AI in advance so that individual login data can be provided to each Agent and, if necessary, the subscription fee re-calculated. You are solely responsible for the proper protection and storage of assigned password and log-in (credentials). The Customer and its Agents are responsible for maintaining the confidentiality of all of the Agent credential information for the Customer’s Account. ELI.AI may monitor the number of Agents allowed under your Account for subscribed Services and to track your usage of the Services to ensure compliance with this Agreement. If you exceed limits or if ELI.AI determines, in its sole discretion, that your use is excessive, abnormal or would adversely affect the operation of the Services, ELI.AI shall be entitled to (i) charge you at the current list price for any additional Service subscription required to cover the excessive usage; and (ii) immediately limit, suspend or terminate your License or any Services. You are solely responsible for the proper protection and storage of assigned password and log-in (credentials).
2.4. The Customer must be at least sixteen (16) years of age to be able to register and access an Account. ELI.AI does not knowingly provide the Services to any person under the age of sixteen (16). In the event that it comes to our knowledge that a person under the above mentioned age is accessing or using the Services, with no liability whatsoever towards such person, we will prohibit and block such Account without any prior notice and we will make all efforts to promptly delete any data with regard to such Account.
2.5. You are responsible for compliance with the provisions of the Agreement by you, Agents and End-Users and for any and all activities that occur under your Account. Without limiting the foregoing, you are solely responsible for ensuring that the use of the Services to store and transmit Customer Data is compliant with all applicable laws and regulations, as well as any and all privacy policies, agreements or other obligations you may maintain or enter into with Agents or End-Users.
What that means for you?
You are responsible for determining whether the Services are suitable for you to use in light of your obligations under any regulations or restrictions you might be subject to. If you’re subject to such regulations or restrictions and you use the Services, then we won’t be liable if the Services do not meet these requirements.
2.6. You are also solely responsible for obtaining the authorizations, licenses and consents, if and as required by any applicable law, to make the Services available to End-Users. When you provide any Customer Data to ELI.AI, you (whether you are the Customer or the administrator operating on behalf of the Customer) represent and warrant that you have full authority to provide us with such Customer Data and its submission and use, as you authorize herein, will not violate (i) any applicable law, (ii) any third-party intellectual property, privacy, publicity, or other rights, or (iii) any of your or third-party policies or terms governing your Customer Data.
What that means for you?
Remember that for the duration of your subscription to our Services, you must have a legal basis to collect, process, and transfer any personal data to our Services in order to provide the Services to you.
2.7. Parties acknowledge and agree that Services shall be accessible from the moment the subscription process is finalized which commence data processing activities under Account compliant with the Data Processing Addendum, as part of the Agreement.
2.8. We collect certain data and information about you and your End-Users in connection with your and your End-Users’ use of the Services and otherwise in connection with the Agreement. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.
2.9. The Customer understands and has become familiar with the technical requirements necessary to access and use the Services and has no objections in respect thereof. The Customer is aware of risks and threats connected with electronic data transmission.
2.10. ELI.AI may make available Supporting Applications via Marketplace. If Customer elects to procure a Supporting Application, the terms and conditions regarding its use or receipt of the Supporting Applications are between Customer and the provider of those Supporting Applications and any exchange of data between Customer and such third party provider is solely between Customer and the applicable provider. Any questions, concerns or disputes that arise based on Customer’s use of Supporting Application should be addressed with the provider of such Supporting Application. ELI.AI does not warrant, or support Supporting Application, whether or not they are designated by ELI.AI as developer or otherwise. ELI.AI is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Supporting Application or its provider. ELI.AI cannot guarantee the continued availability of any functionality or feature that is made available as the outcome of integration with any Supporting Application and may cease providing them without notice and without entitling the Customer to any refund, credit, or other compensation. Use of such Supporting Application remains volunteer for all Customers therefore ELI.AI considers use of such Supporting Applications as optional and not being a part of Services.
3. Acceptable Use Policy
3.1. You are solely and strictly liable for Customer Data any activity that occurs under your Account and you also agree not to access, or attempt to access, other Customer’s Accounts and/or any data of other Customer. Furthermore, you are solely responsible for your Customer Data and the consequences of posting or publishing them, through the Services, in any way. Additionally, you understand and agree that ELI.AI shall have no responsibility or liability whatsoever for Customer Data and other materials and copyrightable materials such as literary works, text, images, photos, videos, and any other materials, which as part of Customer Data may be submitted, provided, generated, created in whatsoever form by the Customer, its Agents and/or its End-Users to or in the Services.
3.2. You exclusively own and reserve all rights, titles, and interest to your Customer Data, subject to our worldwide, non-exclusive and royalty-free right to use, process, disclose and transfer only as necessary to provide the Services to you and/or otherwise permitted by the Agreement.
3.3. ELI.AI is not responsible for the way you use the Services and Customer Data provided that ELI.AI reserves the right to use them as permitted by the Agreement.
What that means for you?
We don’t know the inner workings of your organization or the nature of your relationships with your End-Users. As an entity or individual registering for the Services, you are solely responsible for using our Services in a manner consistent with our Agreement and the legal regulations you may be subject to.
3.4. You must use your Account and the Services complying with applicable law, the Agreement, Services description, and any guidelines in our Help Center. In particular and without limitation, the Customer declares that it will not use the Services to transmit or store any content or communication or engage in or encourage any activity that is illegal, harmful, deceptive, unsolicited, violating others’ rights or otherwise poses a threat to the public or infringes any copyright, patent, trademark, trade secret, or other intellectual property rights of others, or otherwise cause ELI.AI to become unable or impaired in its ability to provide the Service, including:
Interference with the Services or otherwise negatively impacting any aspect of the Services or any third-party networks that are linked to the Services, infringes rights of any third-party or breaches terms of use of any Third Party Services or Third Party Components linked or connected to the Service, or disrupts the integrity or performance of the Services and its components or endanger, interfere, compromise or circumvent the privacy, use, and/or security of the Services, including, without limitation, submitting data or content that may contain viruses or other harmful components;
Hinder the functioning of the Services, especially in the form of reverse engineering or hacking the Services, copying, translating, disassembling or decompiling the Services, or otherwise modify the Services in whole or in part, or create derivative works based thereon or attempting to gain unauthorized access to the Services (or any portion thereof), or related ELI.AI’s systems, networks, or data;
Creating a false identity or any attempt to mislead others as to the identity of the sender or the origin of any data or communications, or mask the origin of any data, content, or other information you submit. For example, by “spoofing,” “phishing,” manipulating headers or other identifiers, impersonating anyone else, or accessing the Services via another Customer’s Account without their permission;
Use the Services in a way that violates the rights or freedoms of other individuals or laws, this includes violating applicable laws requiring consent be obtained prior to transmitting, recording, collecting, or monitoring data or communications. Use the Services for benchmarking or for any other purpose harmful to ELI.AI’s business operations or reputation;
Allow or encourage anyone else to commit any of the actions listed above.
3.5. We have no obligation to monitor any content uploaded to and created in the Services. Nonetheless, if we deem such action necessary based on violation of the Agreement or applicable law under your Account, or in response to takedown requests that we receive from law enforcement and authorized government authorities, subpoenas or court orders, we may promptly and without notice to you, suspend or terminate your access to the Services or your Account. ELI.AI may exercise the right herein without prior investigation, particular, if we determine in our sole discretion, that your actions endanger the operation of our business, the Services or other users, rights and freedoms of any third party, or in the event of reasonable suspicion or credible information indicating faulty or unlawful use of the Services by the Customer, its Agents, or End-Users or serious threat of danger or imminent harm. Please note that ELI.AI’s suspension or termination policy may cover additional circumstances beyond those mentioned above, assessed on a case-by-case basis to maintain the safety, security, and integrity of the Services or any portion thereof.
Upon suspension or termination of your License or any Services, (i) You may not have any further right to access or use the Services, and (ii) Customer Data associated with the relevant Services may be deleted or inaccessible. The duration of the suspension can vary and may be temporary or permanent. Under no circumstance shall we be liable to you or any for the consequences resulting from any actions taken in accordance with this paragraph.
3.6. The Customer is responsible for procuring and maintaining the network connections that connect your network to the Services, including, but not limited to, browser software that supports protocols used by ELI.AI and to follow ELI.AI’s procedures for accessing the Services. It is your responsibility to ensure each of your Account/License is compatible with the then-current Services. We are not responsible for notifying Customer, Agents or End-Users of any upgrades, fixes, or enhancements to the Services, any such software, or for any compromise of data, including Customer Data, transmitted across computer networks or telecommunications facilities (including, but not limited to, the Internet) which are not owned, operated, or controlled by ELI.AI. We have no responsibility for the reliability or performance of any network connections as described herein.
3.7. The Customer undertakes to use the Services exclusively for its legitimate business purposes, provided that your activities are lawful and do not violate these Terms of Use, Service description and the accompanying documentation, and do not directly oppose any commercial and legal rights of ELI.AI. Prior written consent of ELI.AI is required for any non-business use of the Services. The Customer shall prevent unauthorized access by any third parties to the Services and shall also oblige its Agents to comply with these obligations. The unauthorized lending, sale or granting of further licenses and sublicenses to the Services or otherwise making available the Services to any third party by the Customer, without the express consent of ELI.AI is prohibited. Such acts are not deemed to be the proper use of the Services and may cause suspension or termination of this Agreement without prior notice to the Customer.
3.8. The Customer must not modify or change the purpose and use of the Services during the term of the Agreement or an applicable Order Form, if any. Misleading others as to the existence of cooperation, association, relationship, or acting on behalf of ELI.AI is prohibited.
4. Third Party Services; Third-Party Components
4.1. You may link the Services to certain third-party websites and other third-party services, independent from the Services (collectively, “Third Party Services”). You hereby acknowledge that ELI.AI has no control over such Third Party Services, and further acknowledge and agree that you are responsible for receiving End-Users consent or fulfilling obligations required by applicable law and ELI.AI is not responsible for the privacy, security or integrity of any Third Party Services or the practices and policies of any Third Party Services or for the availability of Third Party Services, and does not have responsibility or liability for any goods, services, content, advertisements, products, or any materials available on and/or through such Third Party Services. Most Third Party Services provide legal documents, including terms of use and privacy policy, governing the use of each such Third Party Services, their contents and services. We encourage you to read these legal documents carefully before using any such Third Party Services. Third Party Services are provided on an “as is” and “as available” basis and ELI.AI may discontinue linking the Services to Third Party Services at any time without entitling you to any refund, credit or other compensation. ELI.AI shall not be responsible or liable in any way, directly or indirectly, for any harm, damage, loss, lost profits, special or consequential damages or claims arising out of or in connection with the installation, use or reliance on the performance of any Third Party Services. You accept and agree that once you connect the Services to Third Party Services, such Third Party Services may automatically download and upload certain data, traffic and updates used for the installation, operation and configuration of the Services.
What that means for you?
Your use of any Third Party Services linked with the Services and rights with respect to such Third Party Services are solely between you and the applicable third party.
4.2. You further acknowledge and agree that ELI.AI shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with the use of or reliance on any goods, services, content, products or other materials available on or through any Third Party Services.
4.3. The Services may use or include third party software, files and components that are subject to open source and third-party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms of Use, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. These Terms of Use do not apply to any Third Party Components accompanying or contained in the Services and ELI.AI disclaims all liability related thereto. You acknowledge that ELI.AI is not the author, owner or licensor of any Third Party Components, and that ELI.AI makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
5. Ownership and Confidentiality
5.1. We exclusively own and retain all rights, titles, interest and intellectual property rights in and to the Services, the data, features, any provided equipment thereby and the underlying software and technology (including Sites) used to deliver any Services and other materials made accessible or available by the ELI.AI under to the Customer’s Account, all as may be updated, improved, modified, replaced, enhanced or discontinued at our sole discretion and without liability any time and further to the brand names, logos and trademarks related to the foregoing (“Content”).
5.2. We exclusively own and retain all rights to the Confidential Information disclosed to the receiving party. All Confidential Information of ELI.AI and derivations thereof shall remain ELI.AI’s sole and exclusive property, and no license or other right to such Confidential Information or ELI.AI’s intellectual property is granted or implied hereby to the receiving party. The receiving party is obliged to hold all Confidential Information received from ELI.AI in strict confidence and take all reasonable precautions to safeguard the Confidential Information in the same way that it takes to protect its Confidential Information of the same nature and to prevent them before any unauthorized use or disclosure of or unauthorized attempts to access or modify.
5.3. You may provide or we may ask you to provide us (or other entities offering Services integrated with us) from time to time enhancement requests, ideas, corrections, improvement, comments, surveys, suggestions or recommendations or other feedback regarding the Services or the Sites operated by us (“Feedback”). If you provide us with any Feedback, then you grant us a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use, reproduce, distribute, publicly display, perform or otherwise exploit and incorporate Feedback in whole or in part into the Services or Sites and otherwise dispose of and support our products and services embodying such Feedback in any manner and via any media as we see fit.This right is granted without any restriction or obligation for the purpose of operating, developing, providing, promoting, and improving the Services or Sites including researching, developing new ones, and assisting us in our marketing efforts.
5.4. The Customer shall indemnify, defend, and hold harmless ELI.AI from and against any and all losses, damages, demands, claims, actions, liabilities, fines, penalties, and related expenses (including reasonable legal fees) asserted against or incurred by ELI.AI that arise out of, or result from, your unauthorized use of the Services as well as violation of applicable terms of a Third Party Services and Third Party rights, the Customer Data and in relation to any and all claims related to the breach of the confidentiality obligations, infringement of any patent, copyright, trademark, or trade secret right, or other intellectual property rights, private right, or any other proprietary or personal interest of any person or entity, including but not limited to Third Party Services and Third Party Components providers, violated by the Customer Data.
6. Fees and Payment Terms
6.1. You acknowledge and agree to pay fees in accordance with the then-current effective rates placed on the Sites applicable for your Services unless otherwise set forth in an Order Form, if any.
What that means for you?
We work transparently. The prices of our Services are always publicly available to you on the Sites applicable to your Services. Each pricing plan offers different pricing and feature options to give you room to grow if you’ll need it.
6.2. The usage of the Services available on the particular Sites is free of charge for some period of time depending on the Services.
6.3. All payments shall be non-cash transactions, conducted electronically by external professional entities. The Customer acknowledges and agrees that ELI.AI shall send invoices and payment reminders exclusively by electronic means. The receipts for all payments will be provided electronically and stored in the Customer’s Account.
6.4. If ELI.AI has not received payment within the due date set forth in the invoice and without prejudice to any other rights and remedies of ELI.AI under this Agreement or law, we may, without liability to the Customer: (i) suspend access, including by disabling the Customer’s password and Account, to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (ii) charge interest from the day on which the Fees are due at a rate no higher than the maximum legal rate permissible under applicable law.
6.5. The Customer is responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
6.6. In addition, ELI.AI, at its sole discretion, may change the remuneration with prior notice, including, without limitation, in the event of further development and/or the expansion of the Services offered by ELI.AI.
6.7. Unless expressly agreed otherwise, all amounts stated in the Agreement or Order Form or the price list are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, other charges, domestic or foreign-imposed by any federal, state, or local tax authority with respect thereto including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with the Customer’s purchases hereunder. All fees payable by the Customer shall be paid without any right of counterclaim or set-off, and without any deduction or withholding on any grounds whatsoever, save only as required under applicable law. If any such deduction or withholding is required under applicable law, the Customer shall pay the amount necessary to ensure ELI.AI will, after any such deduction or withholding has been made, receive an amount equal to the amount ELI.AI would have received absent of such deduction or withholding. All fees payable by the Customer for the Services in line with the current price plan, unless otherwise agreed, will be increased with the amount of any applicable tax. If ELI.AI has the legal obligation to pay or collect Taxes for which the Customer is responsible under Clause 6, ELI.AI will issue an invoice to the Customer and the Customer will pay that amount unless the Customer provides ELI.AI with a valid tax exemption certificate authorized by the appropriate taxing authority.
7. Subscription
7.1. Regardless of the billing cycle, we provide no refunds, no right of set-off, or credits for any unused time of the Services for whatever reason prior to the end of the Subscription Period (as defined below), breach of this Agreement and/or applicable law.
7.2. There will be no exceptions in order to treat all Customers equally and to keep our administrative costs low for the ultimate benefit of our Customers.
7.3. Subscription availability details for Trial Services are as follows:
7.3.1. After signing up, the Customer gets access to a new, fully-functional trial Account without charge and valid for some period (depending on Services) to get to know Services well before subscribing to Paid Subscription. Trial Services are subject to the Agreement. During a trial, a credit card is not required.
7.3.2. To be eligible for the Trial Services, you must be a new Customer and sign up for the Services for the first time. Trial Services are provided on an “as-is” and “as - available” basis without any warranty of any kind not expressly stated therein, and the Company does not represent or warrant to the Customer that: (a) Customer’s use of the Trial Services will meet Customer’s requirements, (b) Customer’s use of the Trial Services will be uninterrupted, accurate, secure, accessible or free from error.
7.3.3. The Customer agrees that the Company will not be liable to the Customer or any third party arising out of, or in connection with Trial Services. In particular, the Company shall have no indemnification obligations, nor liability of any type, with respect to the Trial Services unless such exclusion of liability is not enforceable under applicable law, in which case the aggregated Company’s liability (section 10) with respect to the Trial Services shall in no event exceed $1,000.00.
7.3.4. Notwithstanding anything to the contrary in points 7.3.2. and 7.3.3. above, the Customer shall be fully liable to the Company for any damages arising out of or related to Customer’s use of the Trial Services, any breach by Customer of the Agreement, applicable laws or generally accepted standards and principles and any of Customer’s indemnification obligations hereunder.
7.3.5. The right to use Trial Services is valid only for the designated period determined by ELI.AI, at its sole discretion, and is designed to allow You to evaluate the Services during such period. ELI.AI may, in its sole discretion, at any time prior to or during such period, discontinue provision of the Trial Services and terminate the right to use the Trial Services with immediate effect. Upon expiration or termination of such period, Your rights under these Agreement with respect to such terminated or expired Trial Services shall terminate.
7.4. Subscription availability details for Free of charge Services are as follows:
7.4.1. If the Customer uses any Services that are free of charge, all the provisions applicable to trial Accounts apply accordingly.
7.5. Subscription availability details for Paid Services are as follows:
7.5.1. Upon the end of Trial Services, if the Customer wishes to continue using the Services, the Customer will be requested to provide payment details to make a subscription fee according to the currently effective rates placed on the applicable Sites. The Customer is responsible for all charges in its Account. We do not offer refunds and/or pro-rata refunds on already processed payments and this policy is the same for all Customer.
7.5.2. The Agreement shall be concluded for the term specified by the Customer or as defined in an applicable Order Form (“Subscription Period”). The term of the Agreement is automatically extended for subsequent periods equal to the expiring Subscription Period unless otherwise agreed or the Account has been closed.
7.5.3. Paid services may be discontinued at any time: (i) by you when you close your Account. Prior to closing the Account, it is your responsibility to notify us on chat about your decision and follow the appropriate steps for closing the Account in accordance with the Services you’ve subscribed to. Closing the Account means that further use of the Services using the existing password and login will no longer be possible, and after closing the Customer Account, it will cease to work immediately; (ii) we can close or suspend the Paid Services or any part or function thereof, without prior notice to you, due to a breach of any provision of this Agreement, applicable law, as well as faulty or unlawful use of the Services by the Client, its Agents or End Users. None of the above methods of closing or suspending the Account before the end of the Subscription Period for which the payment was made shall oblige ELI.AI to refund the amount for the unused period.
7.5.4. ELI.AI has no liability of any kind for any damages suffered by the Customer, its Agents or End-Users, or any other third party arising due to the suspension or closing of the Account by the Customer, or by the Company.
8. Warranty
8.1. We represent and warrant to the Customer that (i) during the term of the Agreement or Order Form, ELI.AI will perform its operations in a manner to ensure accessibility and continuity of offered Services in accordance with their use and purpose and (ii) any support performed by or on behalf of ELI.AI under the Agreement, if any, will be performed in a professional and workmanlike manner and by personnel that has the necessary skills, training and background to perform such support. If a Services is, or in ELI.AI’s opinion is likely to become, the subject of a claim, suit, or proceedings of infringement, ELI.AI may in its sole discretion and at no cost to You: (i) procure the right to continue using such Services; (ii) replace or modify the Services to make it non-infringing (even if that modification materially impacts the value or utility of the Services), or (iii) terminate the Agreement or any affected Services.
8.2. You acknowledge and agree that Services or any portion of it and any Content accessed by you through the Sites is (i) provided on an “as is” and “as available” basis and may change or discontinued over time at our sole discretion and (ii) without any and all warranties and representations of any kind whether express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement, title or arising by a course of dealing or usage of trade. In particular, due to the complexity of long-distance data transmission, there is no possibility of ensuring absolute accuracy, security, accessibility, integrity and continuity of the provided Services. You understand that use of the Services necessarily involves transmission of your data over networks that we do not own, operate or control, and we are not responsible for any of your data lost, altered, intercepted or stored across such networks. We do not make or give any representation or warranty that your use of the Services, Sites or Content, or any portion of them will always be available, accessible or uninterrupted, timely, secure, error-free or free from viruses or other malicious software, that we will preserve or maintain your data without loss, that transmission of you data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers, that any error, bug or problem be resolved or that they will meet the Customer’s requirements and no information or advice obtained by you from us or through the Services shall create any warranty not expressly stated in the Agreement. We do not guarantee any minimum response times or delivery times in connection with performance of the Services. We may perform scheduled or emergency maintenance (including temporary suspension of any Services if necessary) to maintain or modify any Services without previous notice given to you and without any liability on our side.
8.3. In no event will ELI.AI have any obligation or liability arising from (i) use or inability to use of any Services in a modified form or in combination with materials not furnished by ELI.AI; (ii) statements or conduct of any third party on or in the Services, (iii) any Customer Data (iv) any failure by Customer to comply with Customer’s responsibilities under this Agreement; and (v) for delays, interruptions, service failure or other problems inherent in use of the internet and electronic communication or other outside our reasonable control, (vi) use by ELI.AI of any equipment or specification provided by Customer and per Customer’s instructions, for the provision of any support or implementation services, (vii) damages suffered by the Customer, Agents or End-Users, or any other person or entity having arisen due to the third-party claims, suspension or closing of the Account by the Customer or the Company, or for other reasons arising from the Customer’s fault or damage incurred by the Customer, Agents, End-Users, or any other person or entity as a result of Customer’s third-party usage of Services that enable or prevent the Customer or Agents or End-Users from accessing the provided Services; (viii) damages caused by the Customer or the impossibility to use the Services, incidental and consequential damages, including damage actually suffered, the loss of expected profits/benefits, data loss, damage or computer crash, the costs of substitute equipment and software, shut-down, or company reputation infringement;
8.4. ELI.AI advises the Customer that a number of factors outside of ELI.AI control may arise and impact the quality of our Services and your access and/use of our Services, including, without limitation, actions of third parties who do not act on behalf of ELI.AI, force majeure, fires, strikes, accidents, pandemic, and technical conditions beyond the control of ELI.AI, e.g. the Internet. The hardware, software, and technical infrastructure used by the Customer can also influence the Services. Any delay or default affecting the availability, functionality, or timely performance of the Services caused by such circumstances will not constitute a breach of the Agreement. The Customer acknowledges that there may be instances where the Services may become temporarily unavailable due to scheduled maintenance, system upgrades, technical difficulties. ELI.AI shall make reasonable efforts to minimize any disruption to the Services and shall promptly resolve any issues causing the unavailability. However, the Customer acknowledges and agrees that occasional interruptions or unavailability of the Service may occur and does not constitute the breach of the Agreement. ELI.AI shall not be held liable for any damages, losses, or inconvenience caused by such temporary unavailability of the Services.
8.5. Under this Clause 8, in the event of non-conformance with the guarantee, Company shall, at its sole discretion, use commercially reasonable efforts to correct such non-conformance by repairing or re-performing or removing it. THESE REMEDIES SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND ELI.AI’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED GUARANTEE UNDER THIS CLAUSE.
What that means for you?
We provide SaaS services on “as-is” and “as-available” basis and our Services, Sites or Content, or any portion of them may not be available at all times. We both agree that any non-conformance is managed in line with the guarantee section above by repairing or re-performing or removing it.
9. Liability
9.1 Limitation on Liability. To the fullest extent permitted by law, in no event shall ELI.AI be liable under this Agreement for any indirect, incidental, special, consequential or exemplary, or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, business, revenues, data or other intangible losses, in each case, even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose.
9.2 Limitation on amount of Liability. ELI.AI shall only be liable for finally reworded, direct damages excluding any situation for which we are not responsible or situations explicitly excluded under this Agreement or which are caused by events beyond reasonable control. However, in no event, shall ELI.AI’s aggregate liability the Customer arising out of or related to the Agreement and/or any applicable Order Form exceed the amount paid by the Customer to ELI.AI hereunder for the Paid Services during the maximum 12 (twelve) months prior to the liability event. The foregoing limitation will not limit the Customer’s payment obligations under the Agreement. The existence of one or more causes of action under this Agreement shall not increase ELI.AI’s liability.
What that means for you?
We both agree that our total liability hereunder will be limited to the amount paid by you for the use of the paid Services during the maximum twelve (12) months prior to the liability event.
10. Final provisions
10.1 If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
10.2 The term of any document applicable to the Customer will follow the term of the Agreement or Order Form. If there is any conflict between different ELI.AI’s terms, the following rules must be applied: a) the provisions of Order Form (if any) take precedence over those set out in the Agreement to the extent of such conflict or inconsistency; b) the provisions set out in DPA related to Personal Data will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.
10.3 Governing Law. The Agreement and all matters relating to it shall be governed by the laws of the State of Massachusetts, United States of America, without giving effect to any principles of conflicts of law. The sole and exclusive jurisdiction and venue for any suit, action, or proceeding arising out of the Agreement shall be an appropriate federal or state court located in the State of Massachusetts, and the Parties agree not to raise, and hereby waive, any objections or defences based upon venue or forum non-conveniens. Any claims, disputes, disagreements or other matters in question arising out of or relating to this Agreement (“Claim”) shall be primarily resolved amicably by mediation within thirty (30) days of the receipt of such notice.
