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Terms Of Service

Last updated: 01/08/2024

GENERAL INFORMATION

Introduction

These Terms of Service (“Terms”, “Terms of Service”) govern your use of our service located at https://aisdr.com/ and https://app.aisdr.com/ operated by AiSDR Inc. (“Company”, “Service” “we”, “our”, “us”) and are a legally binding agreement between you and us.

Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard, process data collected from you and disclose information that results from your use of our web pages. Please read it here https://aisdr.com/privacy/.

Your agreement with us includes these Terms and our Privacy Policy (jointly referred to as “Agreements”). You acknowledge that you have read and understood Agreements, and agree to be bound of them.

If you do not agree with Agreements, then you must not (and you do not have our permission to) use the Service.

These Terms apply to all visitors, users and others who wish to access or use Service.

We may modify these Terms (as a whole or particular sections of these Terms, as may be applicable) in our sole discretion by posting updated version of these Terms on https://aisdr.com/ or otherwise providing notice to you. All such changes shall become effective upon the posting of the revised Terms of Service on the Website or upon notice to you, as applicable.

Communications

By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at.

Prohibited and Unauthorized Use.

You will not use the Service in any way that violates the terms of the Acceptable Use (provided below) or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by us); (iii) or remove any proprietary notices or labels.

You may not use the Service if you are legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service.

The Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Service where your communications would be subject to such laws. You may not use the Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

No Sensitive Information.

YOU ACKNOWLEDGE THAT THE SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

Customer Responsibilities.

To realize the full value of the Service, your participation and effort are needed. Resources that may be required from you include a project manager, one or more content creators, a sales sponsor, an executive sponsor and a technical resource (or equivalent). Responsibilities that may be required include creating a persona, setting up and monitoring email campaigns, warming-up and adding mailboxes, verifying and adding contact details; acting as internal liaison between sales and marketing; providing top level internal goals for the use of the Service; attending regular success review meetings; and supporting the integration of the Service with other sales and marketing systems.

FEES AND SUBSCRIPTION

Free Trial

AiSDR Inc. may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for Free Trial.

If you do enter your billing information when signing up for Free Trial, you will not be charged by AiSDR Inc. until Free Trial has expired. On the last day of Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, AiSDR Inc. reserves the right to (i) modify Terms of Service of Free Trial offer, or (ii) cancel such Free Trial offer.

If you register for a free trial, we will make the applicable Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the Service before the end of the free trial, all of your data in the Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.

Purchases

If you wish to purchase any product or service made available through Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

Your payment for the Purchases may be processed by third-party payment processing providers, including, but not limited to, Stripe, PayPal or other banking or payment processing service.

You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources. When a payment is processed by such third party, its respective terms and conditions shall apply. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Fees and Subscription

Services are billed on a subscription basis (“Subscription(s)”) for a fee. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your applicable limits (see the ‘Limits’ section below), (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or AiSDR Inc. cancels it as described in ‘Notice of Non-Renewal’.

A valid payment method, including credit card, is required to process the payment for your subscription. You shall provide AiSDR Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize AiSDR Inc. to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, AiSDR Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription. You will have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.

Fee Changes

AiSDR Inc., in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

AiSDR Inc. will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

TERM AND RENEWAL

Term and Renewal

Your initial subscription term will be specified in your Order, and, unless otherwise specified in AiSDR-approved form or online subscription process by which you agree to subscribe to the Service (“Order” or “Order Form”), your subscription will automatically renew for the shorter of the subscription term, or one year.

Notice of Non-Renewal

Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice is 10 days prior to the expiration of your then-current Term.

If you decide not to renew, you may send this non-renewal notice to us via email to support@aisdr.com or by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your AiSDR account.

Early Cancellation

You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription, and you will promptly pay all unpaid fees due through the end of the Subscription term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.

Termination for Cause

Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

This Agreement may not otherwise be terminated prior to the end of the Subscription term.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

SUSPENSION

Suspension for Prohibited Acts

We may suspend any User’s access to any or all Subscription Services without notice for:

(i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,

(ii) use of the AiSDR email send service that results in excessive bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or

(iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Service.

Suspension for Present Harm

If your website, or use of, the Subscription Service:

(i) is being subjected to denial of service attacks or other disruptive activity,

(ii) is being used to engage in denial of service attacks or other disruptive activity,

(iii) is creating a security vulnerability for the Subscription Service or others,

(iv) is consuming excessive bandwidth or storage, or

(v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.

We will make commercially reasonable efforts to limit the suspension to the affected portion of the Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Effect of Termination or Expiration

Upon termination or expiration of this Agreement, you will stop all use of the Service. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription term. Fees are otherwise non-refundable.

CUSTOMER DATA

Customer’s Proprietary Rights

You own and retain all rights to all information that you submit or collect via the Service (“Customer Data”). This Agreement does not grant us any ownership rights to Customer Data. You grant permission to us and our licensors to use the Customer Data only as necessary to provide the Service to you and as otherwise permitted by this Agreement. If you are using the Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Service to you and only as permitted by applicable law and this Agreement.

Data Practices and Machine Learning

We may collect information about you and your Users when you interact with the Service as permitted by the Agreement.

We may use Customer Data for machine learning to support and develop features and functionality within the Service and similar products and services. You instruct us to use Customer Data for such purposes. You may opt-out of having your Customer Data used for machine learning by emailing privacy@aisdr.com.

ACCEPTABLE USE

Prohibited Email Actions

You may not use AiSDR to send spam. Spam can be in the form of bulk email or one to one commercial emails.

Bulk email is spam when it is unsolicited. Unsolicited means the recipient has not granted verifiable permission for the message to be sent. Bulk means that the message is sent as part of a larger collection of messages that have substantively similar content. One-to-one commercial emails are spam when they violate CAN-SPAM. One-to-one commercial emails are also considered Spam if the data processed for purposes of sending that email is in scope of the General Data Protection Regulation (‘GDPR’) and you fail to provide notice to individuals and establish a lawful basis of processing.

You may not use the Service in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (i) spam in violation of the CAN-SPAM Act (referenced below) or any other law; (ii) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (iii) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, (iv) commercial electronic messages in violation of Canada’s Anti-Spam Legislation (referenced below), or (v) in violation of the General Data Protection Regulation (GDPR).

You may not use any misleading or false names, addresses, email address, or subject line.

Email sent, or caused to be sent to or through the Service may not: (i) use or contain invalid or forged headers; (ii) use or contain invalid or non-existent domain names; (iii) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (iv) use other means of deceptive addressing; (v) use a third party’s internet domain name without their consent, or be relayed from or through a third party’s equipment without the third party’s permission; (vi) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (vii) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines.

If you use email, we recommend that you adopt the Messaging, Malware and Mobile Anti-Abuse Working Group (M3AAWG) Sender Best Communications Practices (BCP), which were created and agreed upon with collaborative input from both volume email senders and Internet Service Providers. The Sender Best Communications Practices document is available here. You will use commercially reasonable efforts to follow these practices.

You are prohibited from using the Service to email lists that are likely to result in an excessive number of unsubscribe requests or Spam complaints or notices, as determined by acceptable industry practices.

Telephone, SMS, and Message Marketing

You must comply with all laws relating to telephone marketing, including without limitation those specifically referenced in the ‘Proper Usage of Service’ section below. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. If you use the Service to place telephone calls, you must also comply with all applicable industry standards, including those applicable guidelines published by the CTIA and the Mobile Marketing Association. You are prohibited from using or permitting access to use the Service to make emergency calls or to provide or seek emergency services.

You understand that you are required to comply with carrier compliance obligations and penalties in addition to these terms, which may have additional restrictions and requirements.

No Disruption

You agree not to:

a. use the Service in a way that impacts the normal operation, privacy, integrity or security of another’s property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations;

b. use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser (also for example, scraping or harvesting);

c. use the Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Service;

d. attempt to gain unauthorized access to the Service;

e. access the Service using another user’s unique login credentials, including reusing or sharing unique login credentials among multiple users;

f. allow any Users to access the Service from an embargoed country, or allow access to the Service to anyone included in the U.S. Commerce Department’s Denied Persons List, Entry List, the U.S. Treasury Department’s list of Specially Designated Nationals, or other similarly sanctioned individuals;

g. access the Service other than through our interface;

h. use the Service to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so; or

i. use the Service in a way that causes or may cause any AiSDR IP addresses, AiSDR domains, or AiSDR customer domains to be blacklisted.

Examples of prohibited actions include (without limitation) include hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program.

These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.

Proper Usage of the Service

You will respect the limits that apply to your use of the Service (the “Service Limits”). We may update or change these Service Limits.

In addition, and without limiting the other requirements in this agreement, you may not (directly or indirectly) use the Service with content, or in a manner that:

is threatening, abusive, harassing, stalking, or defamatory;
is deceptive, false, misleading or fraudulent;
is invasive of another’s privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
contains vulgar, obscene, indecent or unlawful material;
infringes a third party’s intellectual property right(s);
publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;
downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
restricts or inhibits any other user of the Service from using and enjoying our website and/or the Service;
harvests or otherwise collects information about others, including e-mail addresses, without their consent;
violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
is legally actionable between private parties;
is not a good faith use of the service; and/or
is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C. § 7701 et seq.), the U.S Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), the Do-Not-Call Implementation Act of 2003 (15 U.S.C. § 6152 et seq.; originally codified at § 6101 note), the General Data Protection Regulation (2016/679), the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on certain legal aspects of information society services, in particular, electronic commerce in the Internal Market (‘Directive on Electronic Commerce’), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector (‘Directive on Privacy and Electronic Communications’), regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5), Canada’s Anti-Spam Legislation (CASL) (S.C. 2010, c. 23), Japan’s Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of April 17, 2002) and any regulations having the force of law or laws in force in your or your email recipient’s country of residence;
encourages, promotes, facilitates or instructs others to engage in illegal activity;
promotes, encourages, or facilitates: hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law.

Organizations or individuals who promote, encourage, or facilitate hate speech, violence, discrimination, either through their own content or through distribution of user generated content, are prohibited from using the Service, regardless of whether the Service is used specifically for the prohibited activities. Violation of these standards may result in termination of your use of the Service.

You are responsible for moderating user generated content or user activity on your platform or service. User generated content that violates these standards may result in termination of your use of the Service.

You will use the Service for your internal business purposes and will not: (i) willfully tamper with the security of the Service or tamper with our customer accounts; (ii) access data on the Service not intended for you; (iii) log into a server or account on the Service that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any Service or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Service unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Service or make the Service available to a third party other than as contemplated in your subscription to the Service; (vii) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the Service without our prior written consent.

Restricted Industries

Some industries have higher than average abuse complaints, which can directly impact our ability to provide the Service to other customers. To protect our customers, we reserve the right to discontinue your use of the Services if you are in one of these industries. Some examples include:

Cryptocurrency
Non-fungible tokens (NFTs)
Escort and dating services
Pharmaceutical products
Work from home, make money online, and lead generating opportunities
Gambling services or products
Multi-level marketing or affiliate marketing
List brokers or list rental services
Selling ‘Likes’ or followers for a social media platform

ANALYTICS AND LLM USAGE

Analytics

We may use third-party Service Providers to monitor and analyze the use of our Service.

Google Analytics

Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network.

For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en

We also encourage you to review the Google’s policy for safeguarding your data: https://support.google.com/analytics/answer/6004245.

Cloudflare analytics

Cloudflare analytics is a web analytics service operated by Cloudflare Inc. Read the Privacy Policy here: https://www.cloudflare.com/privacypolicy/

Large Language Models

We may use third-party Service Providers, providing API access to Large Language Models (LLMs) for the purposes of providing our Service.

Open AI

OpenAI is an American artificial intelligence research laboratory consisting of the non-profit OpenAI Incorporated and its for-profit subsidiary corporation OpenAI Limited Partnership. OpenAI conducts AI research with the declared intention of promoting and developing friendly AI

For more information on the privacy practices of OpenAI, please visit the OpenAI’s Privacy Policy web page: https://openai.com/policies/privacy-policy

For more information on OpenAI’s terms of use, please visit: https://openai.com/policies/terms-of-use

We also encourage you to review the OpenAI’s approach and policies for safeguarding your data: https://trust.openai.com/ and safety standards: https://openai.com/safety-standards

Claude by Anthropic

Anthropic is an American artificial intelligence startup and public-benefit corporation, founded by former members of OpenAI. Anthropic specializes in developing general AI systems and language models, with a company ethos of responsible AI usage.

For more information on the privacy practices of Anthropic, please visit the Anthropic’s Privacy Policy web page: https://console.anthropic.com/legal/privacy

For more information on Anthropic’s terms of use, please visit: https://console.anthropic.com/legal/terms

We also encourage you to review the Anthropic’s approach and policies for safeguarding your data: https://trust.anthropic.com/

Bard by Google

Bard is a conversational generative artificial intelligence chatbot developed by Google, based initially on the LaMDA family of large language models (LLMs) and later the PaLM LLM. It was developed as a direct response to the rise of OpenAI’s ChatGPT, and was released in a limited capacity in March 2023 to lukewarm responses, before expanding to other countries in May.

For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en

We also encourage you to review the Google’s policy for safeguarding your data: https://support.google.com/analytics/answer/6004245 and generative-AI specific terms of use: https://policies.google.com/terms/generative-ai

NO USE BY MINORS

No Use By Minors

Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Company, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of Service.

Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Intellectual property

This is an agreement for access to and use of the Service, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the Service, and any other products or services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Service in whole or in part, by any means, except as expressly authorized in writing by us.

We encourage all customers to comment on the Service, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Service without payment or attribution to you.

Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for Content that you post on or through Service, including its legality, reliability, and appropriateness.

By posting Content on or through Service, You represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post or display on or through Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through Service. However, by posting Content using Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through Service. You agree that this license includes the right for us to make your Content available to other users of Service, who may also use your Content subject to these Terms.

AiSDR Inc. has the right but not the obligation to monitor and edit all Content provided by users.

In addition, Content found on or through this Service are the property of AiSDR Inc. or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

Confidentiality

Confidential Information. From time to time under these Terms, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”), non-public, proprietary, or confidential information of Disclosing Party that is clearly designated by Disclosing Party as confidential or which Receiving Party should reasonably understand Disclosing Party would expect to be treated as confidential (collectively “Confidential Information”); provided, however, that Confidential Information does not include any information that: (i) is or becomes lawfully and generally available to the public other than as a result of Receiving Party’s breach of this section 14 or any other duty or obligation of confidentiality owed to the other Party, (ii) is or becomes available to Receiving Party on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information, (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder as evidenced by its records, or (iv) was or is independently developed by Receiving Party without using any Confidential Information.
Obligations. Receiving Party will: (i) protect and safeguard the confidentiality of Disclosing Party’s Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, (ii) not use Disclosing Party’s Confidential Information, or permit it to be used, for any purpose other than to exercise its rights or perform its obligations under these Terms, and (iii) not disclose any such Confidential Information to any person or entity, except to Receiving Party’s employees, agents, contractors, attorneys or representatives (“Representatives”) acting in the course of their obligations and rights hereunder.
Required Disclosure. If Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it will, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy and Receiving Party must only disclose or furnish that portion of Confidential Information as such Receiving Party or the applicable Representative is legally obligated or compelled to so produce or disclose.
Return or Destruction. At the Disclosing Party’s request, the Receiving Party will return or destroy any Confidential Information Receiving Party obtained from the Disclosing Party. However, nothing contained herein will be construed to prohibit Receiving Party from retaining electronic information maintained in compliance with its digital data retention and automated backup procedures provided that; such Confidential Information will remain subject to the confidentiality obligations set forth herein.
Remedies. In the event of a breach of this section 14, the Receiving Party understands and agrees that direct money damages may not be an adequate remedy for any breach of these Terms by it and that the Disclosing Party may be entitled (without exclusion of other remedies herein) to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. The Receiving Party further agrees to waive any requirement for the Disclosing Party to secure or post any bond in connection with such remedy.
Conflicting Obligations. The provisions of this section 14 supersede and replace in whole any previous confidentiality, non-disclosure or similar agreement between the Parties.

Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to copyright@aisdr.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.

DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;

a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;

identification of the URL or other specific location on Service where the material that you claim is infringing is located;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at copyright@aisdr.com

Error Reporting and Feedback

You may provide us directly at support@aisdr.com with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

LIABILITY

Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by AiSDR Inc.

AiSDR Inc. has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

YOU ACKNOWLEDGE AND AGREE THAT AiSDR Inc. SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.

Disclaimer Of Warranty

THESE SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation Of Liability

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action“) brought against us (and our officers, directors, employees, agents, service providers, licensors) by a third party not affiliated with us to the extent that such Action is based upon or arises out of

(a) unauthorized or illegal use of the Service by you or your affiliates,

(b) your or your affiliates’ noncompliance with or breach of this Agreement, or

We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

GOVERNING LAW AND ARBITRATION

Governing Law

These Terms shall be governed and construed in accordance with the laws of State of Delaware without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

Arbitration, Class Action Waiver and Applicable Law

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

Arbitration and class-action waiver.
- Federal Arbitration Act. You agree that these Terms of Service affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
- Initial Dispute Resolution. Most disputes can be resolved without resorting to litigation. You and we agree to use reasonable efforts to settle any dispute or claim, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration, other than lawsuits or arbitration for injunctive relief from alleged intellectual property infringement. To commence this procedure, you agree to contact our support department at support@aisdr.com, or we may contact you using the last available information we have for you.
- Binding Arbitration. If we do not reach an agreed-upon solution within a period of ten (10) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then we both agree to resolve by arbitration any and all controversies, claims, or disputes arising out of, relating to, or resulting from (1) your relationship with the us, (2) these Terms of Service, (3) any other aspect of the Service. These Terms of Service are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of these Terms of Service are expressly excluded from section 24.
- Governing Arbitration Rules. All claims subject to arbitration shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS rules in effect at the time the arbitration is initiated, excluding any rules or procedures that would permit class actions or other representative actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service including but not limited to any claim that all or any part of these Terms of Service (such as this section 24) is void or voidable, or whether a claim is subject to arbitration, except that the arbitrator shall have no authority to find that a claim may proceed on a class basis or as part of another representative action: only a court may address disputes regarding the validity or enforceability of the Class Action Waiver section below, section 24(a)(v). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, unless there are conflicting rules at www.jamsadr.com, you must do the following: (A) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover. You may find a copy of a Demand for Arbitration at www.jamsadr.com; (B) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111; and (C) Send one copy of the Demand for Arbitration to us at 2261 Market Street, San Francisco, CA 94114. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, we will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not seek more than $75,000. The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place at any reasonable location within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in San Francisco County, California, United States of America, and you and we agree to submit to the personal jurisdiction of any court in San Francisco County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
- Class Action Waiver. The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action, seek relief on a class basis, or join or serve as a member of a class action. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If for any reason the proper decisionmaker determines that the waiver of class and representative actions set forth in this paragraph is void or unenforceable or that an arbitration can proceed on a class or representative basis, then section 24(a) and section 24(b) shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
- 30-Day Right to Opt Out. You have the right to opt out and not be bound by this version of section 24 by sending written notice of your decision to opt out to support@aisdr.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of the first date that you agree to any version of these Terms of Service that contains this version of section 24. If you do not opt out, you will be bound to arbitrate disputes in accordance with the terms of this section 24. You have the right to consult with counsel of your choice concerning this section 24. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this section 24. If you opt out of section 24, we also will not be bound by it in disputes with you.
- Changes to this Section. We will provide (60) days’ notice of any changes to this section. Changes will become effective on the sixtieth (60th) day, and will apply prospectively only to claims arising after the sixtieth (60th) day. If a court or arbitrator (in either case, with the authority to make such decision) decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from Section 24 and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section you agreed to.
- Survival. This section 24 shall survive any termination of these Terms of Use.
Limitations to this agreement to arbitrate. This section (Arbitration and Class Action Waiver) shall be limited as follows:
- Intellectual Property Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may bring an action on an individual (not class or representative action) basis in state or federal court or in the U.S. Patent and Trademark Office to protect its patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
- Small Claims Court. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may seek relief in a small claims court on an individual (not class or representative action) basis for disputes or claims within the scope of that court’s jurisdiction.
Applicable Law. The Terms of Service and the relationship between us shall be governed in all respects by the laws of the State of Delaware, without regard to its conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in San Francisco County, California (or by a small claims court located elsewhere in the United States when section 24(b)(ii) applies). We both agree to submit to the personal jurisdiction of the courts located within San Francisco County, California (or a small claims court located elsewhere in the United States when section 24(b)(ii) applies), for the purpose of litigating all such claims or disputes that are not subject to arbitration.

Miscellaneous

Entire Agreement. These Terms and Order Form constitute the entire agreement between you and us regarding our Service and supersede and replace any prior agreements we might have had regarding Service.

Absence of Certain Kind of Relationship. You agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of this Agreement or use of the Service.

Publicity. You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by emailing us at support@aisdr.com

Use of Section Headers. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of particular provisions.

Force Majeure. The Company shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond our reasonable control, including but not limited to: acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, spam, or any failure of a computer, server or software, for so long as such event continues to delay performance of the Service.

Legal Notices. Legal notices to us (including but not limited to termination notices) must be sent to support@aisdr.com or 2261 Market Street, San Francisco, CA 94114. We will send legal notices to you via a method of our choosing that is reasonably intended to provide such notice to you, including without limitation via the Service or to the email or other address you have provided to us.

Changes and Amendments to Terms. We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

If you do not agree to the new terms, you are no longer authorized to use Service. If you do not object and opt out of the amended Terms within fourteen (14) days, the amended version of the Terms is binding upon you.

Waiver and Severability. No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision. If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.

Contact Us

Please send your feedback, comments, requests for technical support to: support@aisdr.com.