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Terms of Use

These terms apply to services purchased or signed-up for on ProjectAI’s websites. For terms applicable to services offered through our enterprise sales team, please refer to individual enterprise agreements.

Versions:

February 19, 2024 (current)

LAST UPDATED: February 19, 2024

Introduction

These are terms that will apply to your use of our Services.  You should read these terms thoroughly, but for your convenience, we provide annotations like this one throughout.  Please note that these annotations have no legal effect and are not part of our official terms.

These Terms of Use (“TOU”) apply to your access and use of ProjectAI’s products, services, websites, and apps that you purchase or sign up for on ProjectAI’s websites and which are branded as “Pulse”, “Cortex” or “Retina” (collectively the “Service(s)”). These TOU do not apply to Services which are available solely through our enterprise sales channel.

Additional service-specific terms may apply to some Services (“Service-Specific Terms”). Certain country-specific terms may also apply to you if you are located in selected locations (“Country-Specific Terms”), refer Appendix 1. We refer to the Service-Specific Terms and Country-Specific Terms collectively as “Additional Terms” and the combination of these TOU and any applicable Additional Terms collectively as these “Terms.” To the extent any conflict exists, the Additional Terms prevail over these TOU with respect to the Services for which the Additional Terms apply.

You agree to these Terms by clicking to accept these Terms, executing a document that references them, or using the Services.

Our Customers

Our paid Services are built for, and intended for purchase and use by sole practitioners, entities and organizations for business and professional purposes, and are not intended for use by consumers for personal, family, or household use.  When using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such cases, “you” and “your” will refer to that organization.

 

1. Fees and Payments

1.1 Fees for Services.

You agree to pay us for our Services and these payments are non-refundable.

You agree to pay to ProjectAI any fees for each Service you purchase or use in accordance with the pricing and payment terms presented to you for that Service at the time of your purchase and such fees may be updated from time to time in accordance with Section 1.4 below. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify ProjectAI of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law (see Section 11 for more information).

 

1.2 Subscriptions.

For some of our paid Services, we bill automatically on a regular cadence such as monthly or annually. You may disable auto-renewal on your account or cancel your subscription at any time.

Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team.  YOU MAY CANCEL AUTO-RENEWAL ON YOUR SUBSCRIPTION AT ANY TIME, IN WHICH CASE YOUR SUBSCRIPTION WILL CONTINUE UNTIL THE END OF THAT BILLING CYCLE BEFORE TERMINATING.

When you cancel your Subscription, you will be able to access the Service until the end of that billing cycle. Thereafter, you will no longer have access to the Service for that Subscription. To close your account and terminate your contract with us, please see Section 11.1 below.

1.3 Taxes.

Taxes are your responsibility. If you are exempt from paying taxes, please send us proof and we will adjust your account accordingly.

Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated or required by applicable law. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.

(a) Australian GST.  We will charge GST in connection with your purchases of ProjectAI Services unless you provide us with valid documentary proof (issued by the Austrlaian Tax Office) of entitlement to an exemption.

(a) United States Sales Tax. If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based upon the billing information we have about you and charge you that amount (which, if your billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless you timely provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority.

To be timely, you must provide us with a tax exemption certificate before your initial purchase or upgrade, or, if you miss that mark, within 90 days after such purchase or upgrade, unless your billing information is in Alabama, Louisiana, Maine, Massachusetts, Pennsylvania, or South Carolina in which case within 60 days; or if in Hawaii, Mississippi, or New Mexico within 45 days.

If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such document current and accurate.

If we have collected sales tax from you and subsequently determine in our sole discretion that your tax exemption certificate is valid, we will refund the sales tax collected based on applicable state tax laws.

(c) Other Tax. If applicable, we will charge you VAT, GST or any other sales, consumption or use taxes that arise in connection with your purchases of ProjectAI Services unless you provide us with a tax identification number that entitles you to an exemption, a valid tax exemption certificate or other documentary proof issued by an appropriate taxing authority that tax should not be charged. If you are located in a jurisdiction with multiple sales, consumption or use taxes, we may charge you the highest prevailing rate if your billing information is incomplete or inaccurate.

If you are required by law to withhold any Taxes from your payments to ProjectAI, you must provide ProjectAI with an official tax receipt or other appropriate documentation to support such payments.

1.4 Price Changes.

Changes in fees will only be effective at the end of a current billing cycle of your Subscription and we will provide you with notice. If you don’t agree to the fee change, you may cancel your Subscription before the change takes effect.

ProjectAI may change the fees charged to you for the Services at any time, provided that, for Subscriptions, the change will become effective only at the end of the then-current billing cycle of your Subscription. ProjectAI will provide you with advance notice to review any change in fees. If you do not agree to the change in fees, you may cancel your Subscription before the change takes effect. See Section 1.2 for cancelling your Subscription.

1.5 Response Overage Fees.

Selected features of certain Subscriptions may come with a set limit of responses. If you exceed your paid Subscription response limit during a billing cycle, there is an additional charge per response (“Overage Fees”).

You agree that unused responses do not rollover. Unless otherwise stated, any Overage Fees incurred by you will be billed in arrears, charged to your payment method on file at the start of your next billing cycle. Overage Fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay Overage Fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service subject to applicable law.

2. Privacy

You can trust us with your Content, which includes your personal data. Check out our Privacy Policy to learn more about how we treat and protect your data.

2.1 Privacy.

We know that by giving us your Content (as defined below), you are trusting us to treat it appropriately. ProjectAI’s Privacy Policy together with any Service-specific privacy notices or statements (collectively, “ProjectAI privacy notices”), detail how we treat your Content (as defined below) that is considered Personal Data and we agree to adhere to those ProjectAI privacy notices. You in turn agree that ProjectAI may use and share your Content in accordance with the ProjectAI privacy notices and applicable Data Protection Legislation. You also agree that you are responsible for notifying your respondents, end users, and guests about the ProjectAI privacy notices.

2.2 Confidentiality.

We keep your content confidential except in limited circumstances.

ProjectAI will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the ProjectAI privacy notices). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by ProjectAI); (b) was lawfully known to ProjectAI before receiving it from you; (c) is received by ProjectAI from a third party without knowledge of breach of any obligation owed to you; (d) is shared in the context of your account being identified by you as a business owned account or migrated to an organization’s Enterprise account, if your account is registered using a work email address within that organization; or (e) was independently developed by ProjectAI without reference to your Content. ProjectAI may disclose your Content when required by law or legal process, but only after ProjectAI, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.

2.3 Security.

The security of the data processed by ProjectAI is a top priority. We follow industry security standards, and we will notify you if a Security Incident impacts your account.

ProjectAI will store and process your Content in a manner consistent with industry security standards. ProjectAI has implemented appropriate technical, organizational, and administrative systems, policies, and procedures.

If ProjectAI becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, Personal Data, as that term is defined in our Privacy Policy related to your account (“Security Incident”), ProjectAI will take reasonable steps to notify you without undue delay. Such notification shall not be interpreted or construed as an admission of fault or liability by ProjectAI. A Security Incident does not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems. ProjectAI will also reasonably cooperate with you with respect to any investigations relating to a Security Incident, any required notices, and providing information reasonably requested by you and available to us in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by ProjectAI.

3. Your Content

When you use our Services, you keep what is yours and allow us to use it only as necessary to continue providing and improving our Services as stated in our privacy notices.

3.1 You Retain Ownership of Your Content.

In the course of using the Services, you may submit content to ProjectAI (including your Personal Data and the Personal Data of others) or third parties may submit content to you through the Services (all of the above will be referred to as your “Content”). You retain ownership of all of your intellectual property rights in your Content. ProjectAI does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited license described in these Terms.

3.2 Limited License to Your Content.

You grant ProjectAI a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing and improving the Services and as permitted by the ProjectAI privacy notices. Where permitted under applicable law, this license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of ProjectAI’s business (subject to our retention policies). This license also extends to any trusted third parties we work with to the extent necessary to provide and improve the Services.

3.3 Representations and Warranties.

You represent and warrant that: (a) you own or control the appropriate rights in and to your Content, including any intellectual property owned by third parties; and (b) you will not submit, upload, or otherwise make available via the Services, any Content or materials that are in breach of our Acceptable Uses Policy.

3.4 Responsibility for Your Content.

You are responsible for your Content. We are not responsible for what you do with your Content and may refuse to display your Content if we think it is illegal or violates our Terms.

The Services may display content not owned by ProjectAI but by others. The entity that makes such content available is responsible for it. ProjectAI does not represent or warrant that it has reviewed such third party content and/or the accuracy of the information contained in such content. You are responsible for your Content, and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. ProjectAI is not responsible for any actions you take with respect to your Content, including sharing it publicly. Subject to applicable law, ProjectAI is not liable for your Content, any other third-party content or materials, or any loss or damage resulting from your use of, or reliance on, such Content or other third-party content or materials.

You acknowledge and agree that, to ensure compliance with legal obligations and ProjectAI’s Acceptable Use Policy, ProjectAI may review Content you submit to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also, in accordance with applicable law, modify, prevent access to, delete, or refuse to display your Content that we believe violates the law or these Terms. In the event your Content includes third-party brands, logos or other source identifiers, we may require you to submit a statement of non-affiliation before you may use such Content in connection with the Services. However, ProjectAI otherwise has no obligation to monitor or review any content submitted to the Services.

4. IP Claims

4.1 DMCA Notices or Equivalents.

ProjectAI responds to notices of alleged copyright infringement in accordance with applicable laws and regulations.

4.2 Other IP Claims.

If you believe a ProjectAI user is infringing upon your intellectual property rights, you may contact us.

5. ProjectAI IP

What’s ours is ours, including any feedback you may submit to us.

Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content).

If you submit any feedback or suggestions to us regarding our Services, we may use and share them for any purpose without any compensation or obligation to you.

6. Third Party Resources and Services

ProjectAI may publish links in its Services to internet websites maintained by third parties. ProjectAI does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.

ProjectAI may provide you with access to, or enable third party software, applications, products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the Service and ProjectAI’s website. Your purchase, access or use of any such Third Party Services is solely between you and the applicable Third Party Services provider (“Third Party Provider”). In addition to these TOU, you agree to be bound by any additional terms and conditions applicable to services you purchase from, or that are provided by, Third Party Providers. If you install or enable a Third Party Service for use with the Service, you grant us permission to allow the applicable Third Party Provider to access your Content and to take actions as required for the interoperation of the Third Party Service with the Service, and any exchange of your Content or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. We do not provide any warranties or make representations to you with respect to Third Party Services. Any use by you of Third Party Services offered through the Service or ProjectAI’s website is entirely at your own risk and discretion, and the security of your Content is your responsibility. You are responsible for reading the terms and conditions and/or privacy policies applicable to such Third Party Services before using them and ensuring such Third Party Services meet your requirements or any legal or other requirements you may be subject to. You acknowledge that ProjectAI has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services, or for any transaction you may enter into with Third Party, or for what the Third Party Services do. ProjectAI does not guarantee the availability of Third Party Services and you acknowledge that ProjectAI may disable access to any Third Party Services at any time, in its sole discretion and without notice to you. ProjectAI is not responsible or liable for the discontinuation or suspension of access to, or disablement of, any Third Party Service.

The Service includes features that can interoperate with Third Party Services, such as features that may enable you to collect payments from your end users.  We are not a party to, nor are we liable, for such activities. You are solely responsible and liable for such activities and complying with any laws or regulations related to it, including but not limited to, posting any legally required notices, terms, or policies.

7. Account Management

We work hard to keep your account secure. You need to create a customer account with a secure password to use our Services. Don’t share passwords.

7.1 Keep Your Password Secure.

If you have been issued an account by ProjectAI in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not ProjectAI, are responsible for any activity occurring in your account (other than activity that ProjectAI is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify ProjectAI immediately. Accounts may not be shared and may only be used by one individual per account.

7.2 Keep Your Email and Account Details Accurate.

ProjectAI occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. You warrant the accuracy of your account details.

7.3 Remember to Backup.

You are responsible for maintaining, protecting, and making backups of your Content. To the maximum extent permitted by applicable law, ProjectAI will not be liable for any failure to store, or for loss or corruption of, your Content.

7.4 Account Inactivity.

ProjectAI may close your account and delete any Content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. Where appropriate, we will attempt to warn you by email before closing your account due to inactivity to provide you with an opportunity to log in to your account so that it remains active.

8. User Requirements

You can use our Services as long as you meet certain requirements. For example, you cannot use our Services if you are considered a minor in your home country.

8.1 Legal Status.

If you are an individual, you may only use the Services if you have the power to form a contract with ProjectAI. If you do not have the power to form a contract, you may not use the Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.

8.2 Minors.

“Minors” are individuals under the age of 16 (or under a higher age as provided in certain countries and territories). None of the Services are intended for use by Minors. If you are a Minor in your place of residence, you may not use the Services. By using the Services, you represent and warrant that you are not a Minor.

8.3 Export Control.

You may only use the Services if you are not prohibited under any applicable laws from doing so. If you are located in a country prohibited by Australian trade controls or trade controls of another applicable jurisdiction from receiving the Services, or you are on a list of prohibited or restricted parties, including as examples, the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or the U.S. Treasury Department’s list of Specially Designated Nationals or similar lists in other applicable jurisdictions, you are not permitted to use and/or purchase any Services from ProjectAI. You will ensure that: (a) your end users do not use the Services in violation of any export restriction or trade or economic sanction or similar laws of other applicable jurisdictions; and (b) you do not provide access to the Services (including as respondents) to persons or entities on any of the above lists. You may not use the Services in Cuba, North Korea, Iran, Sudan, Syria, Russia, Belarus, and prohibited regions of Ukraine (currently including Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhya).

8.4 Compliance with Laws.

You warrant and undertake that you will at no time use or avail (or permit the use) of ProjectAI’s services, solutions, facilities, tools, software, or assistance under this Agreement in a manner: (i) which is a breach of laws or regulations applicable to you or ProjectAI, or (ii) which would require ProjectAI to comply with any laws and/or regulations other than those pertaining to data protection / data processing.

9. Acceptable Uses Policy

You agree to comply with the Acceptable Uses Policy.

10. PCI Compliance

We are responsible for keeping your Cardholder Data secure.  If you use our Services to accept credit card payments, then you must comply with the Payment Card Industry Data Security Standards.

10.1 PCI Standards.

If you use the Services to accept payment card transactions, you must comply with the Payment Card Industry Data Security Standards (PCI-DSS) to the extent they are applicable to your business (the “PCI Standards”). ProjectAI provides tools to simplify your compliance with the PCI Standards, but you must ensure that your business is compliant and the specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Services.

10.2 Cardholder Data.

ProjectAI is responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by us on your behalf. “Cardholder Data” is defined as a cardholder’s primary account number, and where a full unmasked card number is present, any of the cardholder name, expiration date, and/or service code. ProjectAI has developed strict security features to protect Cardholder Data, and as such this data may only be used in anticipated ways and stored in appropriate places. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM COLLECTING OR ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN THE SERVICES, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e., where ProjectAI explicitly enables such data to be entered into such fields). Similarly, excluding payment forms, you must never collect or enter any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2) into any fields in the Services. You assume all responsibility for any Cardholder Data entered into the Services in violation of these terms.

11. Suspension, Account Closure, and Termination of Services

Here is how you can close your account with us and how we may suspend or disable your account and/or terminate the Services.

11.1 By You.

You can cancel your Subscription immediately through your account management page. We do not offer refunds except under very limited circumstances.

You can cancel your Subscription and/or close your account at any time through your account management page. When you close your account, your Subscription will automatically be cancelled, your Services will be terminated, and you will no longer be able to access your account to use the Services and your Content will be deleted in accordance with our data retention policy and these TOU. You can obtain a copy of your Content from the relevant Service(s) before closing your account, subject to applicable law and policies. Alternatively, you can delete your Content yourself proactively prior to cancelling a Subscription and closing your account. If you would like to cancel your Subscription without closing your account, see Section 1.2 for further information.

When you close your account, we will provide you with confirmation of account closure and Subscription cancellation, and you will not be charged again for that Subscription unless you open a new account and purchase a new Subscription. If you cancel a Subscription in the middle of a billing cycle, you will not receive a refund unless you are canceling for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Services, collected responses, and/or downloaded your responses unless the termination is due to our material, uncured breach or a refund is required by law.

Nothing in this Section 11.1 shall exclude or limit any rights which you may have if you are considered a consumer in your country of residence. For example, if you qualify as a consumer in the European Union you may have certain refund and withdrawal rights as defined under relevant legislation. You may also have a right of refund or a right to terminate in respect of the EU Legal Warranty. See our Country-Specific Terms (Appendix 1) for Europe for more information.

11.2 By ProjectAI.

(a) For Convenience. ProjectAI may cancel your Subscription and terminate the Services effective at the end of a billing cycle by providing at least 30 days’ prior written notice to you without refund for any prior period. Additionally, ProjectAI may cancel your Subscription and terminate the Services at any time during the billing cycle by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use the relevant Service(s) in that billing cycle.

(b) For Cause. ProjectAI may limit, disable, suspend and/or cancel your Subscription and terminate the Services and/or close your account for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after ProjectAI has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; (c) you fail to pay fees for 30 days past the due date; (d) you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; (e) if we are investigating suspected misconduct by you, including illegal activity; or (f) we are required to do so to comply with applicable law. If we limit, disable, suspend and/or cancel your Subscription and/or terminate the Services, depending upon the reason, we will, where possible, endeavor to give you advance notice and an opportunity to obtain a copy of your Content from that Service. However, there may be time sensitive situations where ProjectAI may decide that we need to take immediate action without notice. ProjectAI will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Except as set out in our Privacy Policy, and as may be required under applicable law, ProjectAI has no obligation to retain your Content upon closure of your account.

12. Changes and Updates

We may update these Terms. If the updates are significant, we will notify you that changes are coming. If you continue to use our Services after we give you a heads up, then you are agreeing to the updated Terms.

12.1 Changes to Terms.

ProjectAI may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality, for security or to prevent abuse or harm. The most current version will always be posted on the ProjectAI website. If an amendment is material, ProjectAI will notify you in advance by email to provide you the opportunity to review the changes. Notice of amendments may also be posted upon your login to your account. Except as otherwise specified by us, changes will be effective no sooner than the day they are publicly posted. Once our new terms are effective, if you continue to use the Services, you indicate your agreement to be bound by the updated terms. If you do not agree to any changes made to the terms for a Service, you should stop using that Service and you may close your account with us in accordance with Section 11.1 above.

12.2 Changes to Services.

We are always looking to innovate and make our Services better, so they may change. If that happens, we will send written notice to you to let you know before making the change.

ProjectAI constantly changes and improves the Services. ProjectAI may add, alter, or remove functionality from a Service it provides to you at any time without prior notice, except as may be required by applicable law. ProjectAI may also limit, suspend, or discontinue a Service provided to you at its discretion. If ProjectAI discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content from that Service. ProjectAI may remove content from the Services it provides you at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
If you are considered a consumer in the European Union, this Section 12.2 may not apply to your use of the Services. Please see our Country Specific Terms (Appendix 1) for Europe for further information.

12.3 Downgrades.

Downgrading your account plan (changing your Subscription type, or cancelling a Subscription may cause the loss of Content, features, functionality, or capacity of your account.

13. Disclaimers, Limitations of Liability, and Indemnification

Our Services will perform and function as described in these Terms.

13.1 Disclaimers.

While it is in ProjectAI’s interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY GUIDANCE OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND PROJECTAI DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

13.2 Exclusion of Certain Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROJECTAI (INCLUDING ITS AFFILIATES AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS) WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF PROJECTAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.3 Limitation of Liability.

In the event of a dispute, we won’t owe more than the amount you’ve paid or should have paid in the previous 12 months for the Services or $200, whichever is less.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF PROJECTAI (INCLUDING ITS AFFILIATES AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO PROJECTAI FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$200.00.

IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS (SECTION 13.2) AND/OR LIMITATIONS (SECTION 13.3) ARE NOT PERMITTED BY LAW, WE ARE RESPONSIBLE TO YOU ONLY FOR YOUR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE ALL REASONABLE SKILL AND CARE OR THAT DIRECTLY RESULT FROM A MATERIAL BREACH OF THESE TERMS.

While our Services are meant for business purposes, we acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer using our Services primarily for non-business purposes, nothing in these Terms limits those consumer rights.

13.4 Indemnification.

If we get sued because of something you do using our Services or because you violate these Terms, we expect that you will step into our shoes to defend that lawsuit and pay any damages awarded by the Court.

If you are a business, you will indemnify and hold harmless ProjectAI (including its affiliates and its and their officers, agents, and employees) from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.

14. Contracting Entity

 

14.1 Who you are contracting with.

Unless otherwise noted, the Services are provided by, and you are contracting with, ProjectAI Asia-Pacific Pty Ltd an organisation registered in Australia.

14.2 ProjectAI Asia-Pacific Pty Ltd.

For any Service provided by ProjectAI, the following provisions will apply to any terms governing that Service:

  • Contracting Entity. References to “ProjectAI”, “we”, “us”, and “our” are references to ProjectAI Asia-Pacific Pty Ltd, Level 25 / 108 St Georges Terrace, Perth, WA 6000 Australia.
  • Governing Law. Those terms are governed by the laws of the State of Western Australia (without regard to its conflict of laws provisions).
  • Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of Western Australia with respect to the subject matter of those terms.

 

15. Other Terms

You may not transfer these obligations to someone else without our permission. However, we can transfer these terms or our obligations without your permission.

15.1 Assignment.

You may not assign these Terms without ProjectAI’s prior written consent, which may be withheld in ProjectAI’s sole discretion. ProjectAI may assign these Terms at any time without notice to you.

15.2 Customer Lists.

We can use your name, logo, and description of how you use our Services on our website, in earnings calls, and in marketing and promotional materials.

ProjectAI may identify you by name and logo as a customer of the Services on our websites and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.

15.3 Entire Agreement.

These TOU are the only set of terms that govern our relationship. Any additional terms (like those in tiny font attached to the bottom of a purchase order) that you provide will not be binding.

These Terms (including the Additional Terms) constitute the entire agreement between you and ProjectAI, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you, or in your procurement, invoicing, or vendor onboarding portal do not apply to the Services, do not override or form a part of these Terms, and are void.

15.4 Independent Contractors.

The relationship between you and ProjectAI is that of independent contractors, and not legal partners, employees, or agents of each other.

15.5 Interpretation.

The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.

15.6 Language.

These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.

15.7 No Waiver.

A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

15.8 Severability.

If any part of these Terms is not enforceable, the rest of the Terms will still be enforceable.

If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

15.9 Third Party Beneficiaries.

There are no third party beneficiaries to these Terms.

15.10 Survival.

Some terms live on even after this TOU ends.

The following sections will survive the termination of this TOU: Introduction, 1, 2, 3.2, 11, 13, 14, 15, 16.

16. Terms for Certain Customers

Some of these additional terms may apply depending on which Services you use.

16.1 Customer-Specific Terms.

  • Customer-specific terms may be established within independent agreements governing the Services through our enterprise sales channel.

 

16.2 Beta Services.

ProjectAI may designate or offer certain products or features, as a pre-release, alpha, preview, early access, or beta version (“Beta Service”). If you are using a Beta Service, the following terms also apply:

A Beta Service is offered as-is to allow for testing and evaluation; it does not represent the final product or service and may contain bugs that may cause system or other failure, errors, and data loss. ProjectAI may choose not to release a commercial version of the Beta Service. ProjectAI may, in its sole discretion and at any time, remove or discontinue the Beta Service and release a commercial version of the Beta Service. You must promptly cease using the Beta Service if we request you to do so. In exchange for your use of a Beta Service, you agree that ProjectAI may collect data regarding your use of the Beta Service, including any feedback, and analyze your Content (including manual review) to improve and troubleshoot the Service. If you do not wish to have this usage or feedback data collected or Content analyzed, you must immediately discontinue your use of the Beta Service.

ProjectAI makes no representations or warranties for a Beta Service, including any warranty that Beta Service will be generally available, uninterrupted or error-free, or that your Content will be secure or not lost or damaged. Except to the extent prohibited by law, ProjectAI expressly disclaims all warranties for a Beta Service, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. ProjectAI will have no liability arising out of or in connection with a Beta Service. Any use by you of a Beta Service is entirely at your own risk and discretion.

Confidential. Beta Services are confidential until officially launched by ProjectAI. If you use any Beta Service, you agree not to disclose any information about the Beta Service to anyone else without our prior written permission.

 

 

 

 

 

 

Appendix 1 – Country Specific Terms

 

  • Australia

AU1. ACL.

Nothing in these Terms will restrict, exclude, or modify, or purport to restrict, exclude, or modify, any statutory consumer rights under the Competition and Consumer Act 2010 (Commonwealth).

  • Brazil

BR1. Additional Responsibilities.

If you are aged 16 or 17, you must be assisted by your parents or guardians to agree to these Terms and to use the Services.

BR2. Right of Withdrawal.

If you are a consumer, you may withdraw your Subscription within 7 days of the date your Subscription first starts by sending us a notice of withdrawal. If you withdraw your Subscription under this Section, the fees you paid for that Subscription will be refunded upon ProjectAI’s receipt of your notice of withdrawal.

BR3. Consumer Rights.

If you are a consumer: (a) statutory warranties provided in the Law No. 8.078/1990 (“Consumer Protection Code”) apply to you despite anything to the contrary in Section 13.1 (Disclaimers); (b) Section 13.2 (Exclusion of Certain Liability) will not apply to you in relation to the damages caused to you due to defects in the Services, as provided by Article 14 of Law No. 8.078/1990 (“Consumer Protection Code”); and (c) Section 13.3 (Limitation of Liability) will not apply to you.

  • Europe

EU1. Data Processing Agreement.

The ProjectAI Privacy Policy is incorporated in these Terms by reference and are supplemental to these Terms.

EU2. Right of Withdrawal.
In certain European countries, you have a legal right to cancel Subscriptions within a certain period of time. For details, see the country-specific terms in this Appendix and our Cancellation terms above.

EU3. Changes to Services.

ProjectAI constantly changes and improves the Services by developing new technologies and features. As we improve our Services, we may modify the Services by adding, altering, or removing functionality/features from a Service, by changing usage limits, or by offering new products or services and discontinuing or limiting or suspending old products or services (provided that we will only discontinue, suspend or limit our Services for a valid reason).
We may modify our Services for the following reasons:

  • to make legally required updates so that we can comply with applicable law;
    • to adapt to new technologies;
    • to enhance or update our products, services, features and functionalities such as to address customer feedback;
    • to prevent abuse or harm;
    • to reflect changes with our third party service providers;
    • to address safety and security issues;
    • to reflect increases or decreases in the number of ProjectAI Users.

Where we modify our Services beyond what is necessary to ensure the Services conform with the contract we have entered into with you, and this materially and negatively impacts your access to or use of the Services we will, where reasonably possible, inform you in advance of the change, provide you with details of the features that will be modified as well as the time for the modification and inform you of your right to terminate your contract with us free of charge (where applicable).

You will not have a right to terminate where the negative effect of the modification is minor or where we have enabled you to maintain and use an unmodified version of the Services without additional cost. Where you exercise your right to terminate under this Section we will offer a pro rata refund for any period of time you did not use the relevant Service(s) in that billing cycle and for which you have prepaid for. We will also provide you with an opportunity to export or download your Content from the Services, subject to applicable law and policies.

Where there are urgent circumstances, we may not be able to provide you with advance notice of the modification, for example, where we are required to modify the services to comply with a court order or applicable law or to address safety and security issues.

EU4. Legal Warranty.

To comply with our obligations under EU law we are required to supply the Services to you in conformity with our contract with you and as required under applicable law. You may have certain consumer law rights under the applicable law of your country of residence in situations where we do not comply with the EU Legal Warranty including, for example, a right to refund or a right to terminate in certain circumstances. Nothing in these Terms seeks to limit or exclude these rights.

EU5. Disclaimer.

If you use our Services as a consumer who has a permanent or habitual residence in the European Union, you have certain rights which cannot be excluded or limited. This includes certain rights in relation to non-compliance with the EU Legal Warranty. Nothing in these Terms will limit or exclude those mandatory statutory consumer rights. Except as expressly provided for in these Terms and as required by applicable law, ProjectAI does not give any specific promises about the Services and while we try to keep our online Services up, they may be unavailable from time to time for various reasons. For example, a short-term interruption in the supply of the Services which is negligible or which is once-off shall not be deemed a lack of conformity or breach of these Terms.

EU6. Limitation of liability.

Where you use our Services as a consumer who has a permanent or habitual residence in the European Union, we are responsible for providing the Services in conformity with the contract. Nothing in these Terms seeks to limit or exclude our liability which is prohibited under applicable law. For example, nothing in these Terms limit our liability for fraud or personal injury caused by our negligence. Except as otherwise provided for under applicable law or as expressly stated in these Terms, ProjectAI is only responsible to you for your losses and damages that are a reasonably foreseeable result of our failure to use reasonable skill and care or that directly result from our material breach of these Terms.

Disputes. Please be aware that if you are located in the European Union, you have the option of referring a complaint to the European Online Dispute Resolution Platform.

  • France

FR1. Overdue Payments.

Overdue payments may result in a penalty at an interest rate equal to 3 times the legal interest rate or the statutory minimum rate, whichever is higher. Additionally, the statutory penalty for collection costs may be payable by you in the event of late payment.

FR2. Right of Withdrawal.

If you are a consumer, starting from the date your Subscription first starts, you have 14 days to exercise your right of withdrawal without cause, provided that you have not benefited from or started to use the Services before the end of that 14 day period.

FR3. Media.

The limited license you grant to ProjectAI under Section 3.2 (Limited License to Your Content) ProjectAI to exploit your Content in any form and on any medium, including paper or digital media such as hard disks and flash drives, and by any means or process, including by wired, wireless, or online transmission of digitized or analog data. The duration of such limited license extends only for the legal term of protection of the intellectual property rights attached to your Content.

FR4. Warranties.

If you are a consumer, statutory warranties and the warranty of merchantability apply to you despite anything to the contrary in these Terms. Any disclaimer of warranties in these Terms does not derogate from any of your statutory warranty rights listed below:

Article R. 211-4 of the French Consumer Code: “In contracts entered into between professionals, on the one hand, and, on the other hand, non-professionals or consumers, the professionals cannot contractually warrant the item to be delivered or the service to be rendered without clearly stating that, whatever the circumstances, the legal warranty binding the professional seller to cover the purchaser against any consequences of faults or hidden defects in the item being sold or the service being rendered, applies.”

Article L. 211-4 of the French Consumer Code: “The seller is required to deliver a product which is conformed to the contract and is held liable for any lack of conformity which exists upon delivery. He is also held liable for any lack of conformity caused by the packaging or the assembly instructions, or the installation if he assumed responsibility therefor or had it carried out under his responsibility.”

Article L. 211-5 of the French Consumer Code: “To be in conformity with the contract, the product must: (1) be suitable for the purpose usually associated with such a product and, if applicable: correspond to the description given by the seller and have the features that the seller presented to the buyer in the form of a sample or model; [and] have the features that a buyer might reasonably expect it to have considering the public statements made by the seller, the producer or his representative, including advertising and labeling; or (2) have the features defined by mutual agreement between the parties or be suitable for any special requirement of the buyer which was made known to the seller and which the latter agreed to.”

Article L. 211-12 of the French Consumer Code: “Action resulting from lack of conformity lapses two years after delivery of the product.”

Article 1641 of the French Civil Code: “A seller is bound to a warranty on account of the latent defects of the product sold which render it unfit for the use for which it was intended, or which so impair that use that the buyer would not have acquired it, or would only have given a lesser price for it, had he known of them.”

Article 1648 §1 of the French Civil Code: “The action resulting from redhibitory vices must be brought by the buyer within a period of two years following the discovery of the vice”.

FR5. Limitation.

Section 13.3 (Limitation of Liability) does not apply to you if you are a consumer.

  • Germany

DE1. Right of Withdrawal.

If you are a consumer, you may withdraw your contractual declaration within 14 days without giving reasons in text form (e.g. by mail, fax, email). The time period commences upon your receipt of this information notice in textual form, but not before the conclusion of the contract and also not before we have met our information requirements as set forth under Article 246 § 2 in conjunction with § 1 paragraph 1 and 2 of the Introductory Act to the German Civil Code and our information requirements under § 312 g paragraph 1, first sentence German Civil Code in conjunction with Article 246 § 3 of the Introductory Act to the German Civil Code. Punctual dispatch of the declaration of withdrawal suffices to observe the withdrawal period. The declaration of withdrawal has to be directed to our customer support team by email.

DE2. Consequences of Withdrawal.

In the case of a valid withdrawal, the mutually received deliverables will be returned and any benefits obtained, if any (e.g. interest), will be handed over. To the extent that you are unable to return or, where applicable, to deliver up the received deliverable and benefits obtained (e.g. use and enjoyment) in whole or in part, or only in a deteriorated condition, you may have to compensate us accordingly for loss of value, if any. This may possibly lead to the result that you will nevertheless have to fulfill the contractually owed payment obligations for the time period until withdrawal. Any obligation to reimburse payments must be fulfilled within 30 days. The period for the payment of costs will begin, in your case, with the dispatch of your declaration of withdrawal and in our case, upon receipt of same.

DE3. Special Notifications.

Your right of withdrawal expires prematurely if the contractual relationship was fully discharged by both sides at your explicit request before you have exercised your right of withdrawal.

DE4. Termination for Breach.  A failure to comply with these Terms must be material, repeated, or persistent before ProjectAI may exercise its right of termination under Section 10.2.

DE5. Specific Works.

ProjectAI is not obliged to create any specific works for you.

DE6. Liability Provisions.

Sections 13.2 (Exclusion of Certain Liability) and 13.3 (Limitation of Liability) do not apply and are replaced with the following: “ProjectAI’s liability to you for damages caused by slight negligence will, irrespective of its legal ground, be limited as follows: (a) ProjectAI will be liable up to the amount of foreseeable damages typical for this type of contract for a breach of material contractual obligations; and (b) ProjectAI will not be liable for a breach of any non-material contractual obligations nor for the slightly negligent breach of any other applicable duty of care. The above limitations of liability, as well as any other limitations of liability contained in these Terms, will not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act (Produkthaftungsgesetz), and liability for culpably caused personal injuries. Additionally, such limitations of liability will not apply if and to the extent that ProjectAI has assumed a specific guarantee. The above will apply accordingly to ProjectAI’s liability to you for futile expenses. You are obliged to take adequate measures to avert and reduce damages.”

  • Japan

JP1. Privacy Disclosures.

You agree that you are responsible for notifying the respondents of any surveys that you create through the Services about how ProjectAI may use the respondents’ survey responses and personal data as described in the Privacy Policy and obtaining a prior consent for disclosing personal data to ProjectAI from the respondents of your surveys.

JP2. Liability.

Sections 13.2 (Exclusion of Certain Liability) and 13.3 (Limitation of Liability) will not apply in relation to the damages caused by the willful misconduct or gross negligence of ProjectAI, its affiliates, officers, employees, agents, supplier, or licensors.

  • Korea

KR1. Right of Withdrawal.

If you are a consumer, you may withdraw your Subscription within 7 days of the date your Subscription first starts (or the date a copy of these Terms are made available to you, if later), provided that you have not benefited from or started to use the Services before the end of that 7 day period. If you withdraw your Subscription under this paragraph, the fees you paid for that Subscription will be refunded within 3 business days of receiving your notice of withdrawal.

KR2. Assignment.

Despite anything to the contrary in these Terms, if you are a consumer, we will provide you with advance notice of assignment and an opportunity to terminate these Terms as required by Korean law.

  • Luxembourg

LU1. Survival.

Sections of these Terms which are expressly stated to survive its termination will not survive indefinitely, but survive for a period of 30 years.

 

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