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AI Terms and Conditions

BY PURCHASING, USING, OR OTHERWISE ACCESSING ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL ORDER FORMS AND POLICIES INCORPORATED HEREIN BY REFERENCE (THE “AGREEMENT”). THE SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.

Peerlogic AI will provide the Services, and you may access and use the Services, in accordance with this Agreement. If you order the Services through an online registration page or an order form (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering.

THE SERVICES

1.1. Subject to your compliance with the terms and conditions of this Agreement, Peerlogic AI hereby grants to you a non-exclusive, non-sublicensable, revocable and non-transferable right to access and use the Services during the subscription term of this Agreement solely for your internal business purposes and pursuant to the Documentation, including any restrictions designated on an applicable Order Form.

1.2. To access certain features of the Services, you may be required to register for an account. “Permitted Users” means your employees, consultants, contractors, and/or agents who are authorized by you to access and use the Services under the rights granted to you pursuant to this Agreement. When you register for an account, you will be asked to provide Peerlogic AI with certain information about yourself. If you choose, or are provided with, a user name, password, or any other piece of information as part of Peerlogic AI’s security procedures, you must treat such information as confidential. You also acknowledge and agree not to provide any third party with access to the Services or portions thereof using your username, password, or other security information. If you believe that your account is no longer secure, then you must immediately notify Peerlogic AI. By creating an account, you also consent to receive certain electronic communications from Peerlogic AI.

1.3. You may, at your option, provide access and use rights to the Services to one or more of your Affiliates. If you provide such access and use rights, you will be wholly responsible for the acts and omissions of your Affiliate. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

1.4. Peerlogic AI uses commercially reasonable efforts to maintain service availability. Peerlogic AI will use commercially reasonable efforts to notify you in advance of any scheduled downtime.

1.5. Peerlogic AI may, directly or indirectly, suspend, terminate, or otherwise deny your, any Permitted User’s, or any other person’s access to or use of all or any part of the Services if Peerlogic AI believes, in its good faith and reasonable discretion, that you or any Permitted User has failed to comply with any material term of this Agreement.

EVALUATION PERIOD

2.1. If you register for a free evaluation of the Services, Peerlogic AI will make the Services available to you on an evaluation basis free of charge (“Evaluation Services”) until the earlier of the stipulated conditions.

2.2. THE EVALUATION SERVICES ARE PROVIDED “AS IS” FOR LIMITED EVALUATION AND TESTING PURPOSES ONLY, AND PEERLOGIC AI DOES NOT WARRANT THAT THE EVALUATION SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION.

DATA SECURITY AND PRIVACY

3.1. Peerlogic AI has implemented systems, policies, and procedures designed to ensure the security, integrity, and confidentiality of Customer Data. Peerlogic AI will notify you if it becomes aware of unauthorized access to Customer Data.

3.2. While using the Services, you or your Permitted Users may transfer to Peerlogic AI certain Customer Data containing Personal Information. The terms of the Peerlogic AI Data Processing Addendum (“DPA”) are incorporated herein by reference and apply to the processing of Personal Information.

4.1. You take full responsibility for both your own and your Authorized Users’ engagement with the Services in line with this Agreement, and with local, state, federal, national, and international regulations, laws, and treaties. You confirm that you have procured all necessary permissions pertaining to the Customer Data to enable Peerlogic AI to utilize, reproduce, process, store, transmit, share, perform, adapt, and showcase the Customer Data to furnish you with the Services and to conduct all other actions approved by you in connection with the Customer Data.

4.2. You shall not, and you will guarantee that your Authorized Users shall not, utilize the Services or Customer Data in any manner that: (i) is offensive, slanderous, defamatory, promotes hatred, terrorism, or any such related offense; (ii) violates or misuses the intellectual property or privacy rights of any third party; (iii) breaches any relevant regulations; or (iv) enables any third party to commit any of the foregoing acts.

4.3. You shall not, nor will you allow your Authorized Users to: (i) employ the Services for non-commercial interactions or misuse the Services; (ii) resale, share, or allow others to access the Services or lease, rent, or pledge your privileges under this Agreement; (iii) alter or obscure any proprietary rights indicators from the Services; (iv) alter, replicate, produce derivatives of, or duplicate any segment of the Services; (v) share the Services or Customer Data with anyone not affiliated with you or use it for the advantage of any third party; (vi) use the Services in a manner that could harm Peerlogic AI’s service provision; (vii) unlawfully access any of Peerlogic AI’s resources or data; (viii) try to decode or reverse engineer the Services; (ix) breach any rights of Peerlogic AI or any third party; (x) introduce any malicious software to the Services; or (xi) allow any third party to commit any of the aforementioned actions.

4.4. The Services might integrate third-party resources or intellectual property (“Third-Party Elements”). These elements are owned by third parties, not Peerlogic AI. You may be subject to different terms regarding these Third-Party Elements. Peerlogic AI shall not be held accountable for any issues arising from your interaction with Third-Party Elements.

4.5. Direct competitors of Peerlogic AI are prohibited from accessing or using the Services for monitoring or benchmarking purposes.

SERVICE FEES

5.1. As a consideration for utilizing the Services, you will settle the service fees as outlined in your Order Form. If Peerlogic AI cannot collect the owed fees, Peerlogic AI reserves the right to employ any measures necessary. You will cover any expenses incurred by Peerlogic AI in such collection processes. If payments are delayed, Peerlogic AI may suspend the Services. All payment commitments are binding, and all payments made are final. Your acquisitions are not dependent on any prospective services or promises made by Peerlogic AI.

5.2. The service fees do not include any government-related charges. You are responsible for settling such charges.

5.3. Peerlogic AI can adjust the service fees upon notifying you 30 days before your current term’s conclusion. While you’ll get standard updates, Peerlogic AI might charge for special features. Peerlogic AI retains any rights not explicitly granted in this Agreement.

OWNERSHIP RIGHTS; YOUR INSIGHTS

6.1. “Customer Data” refers to electronic data associated with your usage of the Services. You maintain all rights to the Customer Data. You grant Peerlogic AI a non-exclusive right to handle the Customer Data in line with the provision of the Services.

6.2. Peerlogic AI may process anonymized data for business enhancement. The rights to such data are hereby transferred to Peerlogic AI, with the assurance of your anonymity.

6.3. Except for your Customer Data, all proprietary rights pertaining to the Services are owned by Peerlogic AI.

6.4. Your feedback regarding the Services is valuable. Peerlogic AI can freely utilize such feedback without any obligations, but your identity will not be disclosed without your approval.

THIRD-PARTY LINKS

7.1. The Services might include links to third-party platforms. Peerlogic AI does not endorse or take responsibility for these platforms. Ensure you familiarize yourself with the terms of these third-party platforms before sharing any data. Once shared, Peerlogic AI cannot control how the data is used.



8. WARRANTIES; DISCLAIMER

8.1. Each of you and Peerlogic AI represent to the other that: (a) it has the full corporate right, power, and authority to enter into, and perform its obligations under, this Agreement; (b) the execution of this Agreement, and the performance of its obligations herein, does not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes its legal, valid, and binding obligation.

8.2. Peerlogic AI warrants that during an applicable subscription term (a) this Agreement, the Order Forms, and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data, (b) Peerlogic AI will not materially decrease the overall security of the Services, (c) the Services will perform in accordance with the applicable Documentation, in all material respects, and (d) Peerlogic AI will not materially decrease the overall functionality of the Services. For any breach of a warranty above, your exclusive remedies are those described in the termination and refund of payment provisions in Section 11 below.

8.3. EXCEPT AS EXPRESSLY PROVIDED ABOVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PEERLOGIC AI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE ABOVE, PEERLOGIC AI MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO (I) THE SERVICES MEETING YOUR REQUIREMENTS, OR BEING UNINTERRUPTED, CONTINUOUS, TIMELY, OR ERROR OR VIRUS FREE; (II) WHETHER YOUR USE OF THE SERVICES OR CUSTOMER DATA WILL GENERATE ANY RESULTS OR CONSEQUENCES; OR (III) WHETHER YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION.

9. PRIVACY AND OTHER POLICIES

Use of the Service is also subject to Peerlogic AI’s Privacy Policy. The Privacy Policy and all policies posted on the official Peerlogic AI website are incorporated into this Agreement by this reference.

10. CONFIDENTIALITY

10.1. “Confidential Information” means all information provided by a party to another party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This excludes any information that (i) was rightfully in the possession of, or was known by, the receiving party before its receipt from the disclosing party, without an obligation to maintain its confidentiality, (ii) was or becomes publicly available without violation of this Agreement, (iii) is obtained by the receiving party from a third party, without an obligation to keep such information confidential, or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.

10.2. Each party will: (i) hold the other party’s Confidential Information in strict confidence, (ii) use it only subject to the terms of the Agreement and for the sole purpose of performing obligations set forth herein, (iii) allow its use only by the receiving party’s employees and consultants who have signed a confidentiality agreement containing terms similar to this Agreement or are under a statutory duty of confidentiality and on a need-to-know basis and pursuant to the terms of the Agreement, (iv) not make the other party’s Confidential Information available to any third party unless required by applicable law or as expressly set forth herein, (v) implement adequate security measures to ensure against unauthorized access to, use or copying of, the other party’s Confidential Information, and (vi) notify the other party in writing of any misuse or misappropriation of the other party’s Confidential Information of which the receiving party becomes aware.

11. TERM AND TERMINATION

11.1. This Agreement is effective beginning when you (a) accept this Agreement, (b) register for an account, or (c) access or use the Services, whichever occurs first, and ending when terminated as described in this Section 11.

11.2. The initial subscription term for the Services will be as set forth and agreed upon by the parties in an applicable Order Form.

11.3. Either you or Peerlogic AI may terminate the Agreement if the other party (i) materially breaches the Agreement and has not cured such breach within 30 days after receiving notice, or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors which is not dismissed within 30 days of filing.

11.4. At the end of the initial subscription term, except as otherwise specified in an Order Form, all Peerlogic AI subscriptions purchased by you will renew automatically for additional 12-month periods unless either party notifies the other in writing, at least 30 days before the end of the current subscription term, of its decision not to renew.

11.5. Upon termination or expiration of the Agreement; (a) you will immediately cease use of the Services, (b) Peerlogic AI will make the Customer Data available to you for download or export for 30 days, after which it will be deleted, and (c) Sections 4.1, 6.4, 8.3, 10, 11.5, 12 – 14, 17, and 18 will survive termination of the Agreement.

11.6. In the event of termination due to a breach by Peerlogic AI, Peerlogic AI will refund any prepaid subscription fees for Services that have not been provided on a pro-rated basis. If terminated by Peerlogic AI for your breach, you will pay any unpaid fees for the remainder of the term of all Order Forms. In no event will termination relieve you of the obligation to pay any fees for the period prior to termination.

12. LIMITATION OF LIABILITY

12.1. Limitation of Liability. EXCEPT FOR LIABILITIES ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 (INDEMNIFICATION), EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES ACTUALLY RECEIVED BY PEERLOGIC AI FROM YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “SUBSCRIPTION FEES” SECTION ABOVE.

12.2. Exclusion of Consequential and Related Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL A PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. THE ABOVE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES.

13. LIMITATION OF CLAIMS

Any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within two years after such claim or cause of action arose, or be forever barred.

14. INDEMNIFICATION

14.1. Peerlogic AI shall (a) defend you from and against any claim by a third party alleging that the technology underlying the Services, when used as authorized under this Agreement, infringes or misappropriates such third party’s trademark, United States patent, copyright, or trade secret, and (b) in relation to such claim, indemnify and hold you harmless from any damages and costs finally awarded or agreed to in settlement by Peerlogic AI (including reasonable attorneys’ fees). The foregoing limitations do not apply to instances where the alleged infringement or misappropriation arises from specific scenarios detailed from (i) to (vii). If any of the Services are claimed to infringe or are likely to infringe, Peerlogic AI may, at its discretion, take specific actions as laid out from (a) to (c).

14.2. You shall (a) defend Peerlogic AI from and against any claim by a third party arising from your use of the Services or associated components in an unlawful manner or in violation of this Agreement, the Documentation, or Order Form, or related to any Customer Data, and (b) in relation to such claim, indemnify and hold harmless Peerlogic AI from any damages and costs finally awarded or agreed to in settlement by you (including reasonable attorneys’ fees).

14.3. As a condition to such indemnification, both parties must adhere to the notice and cooperation requirements stated.

15. FEDERAL GOVERNMENT END USE PROVISIONS

Peerlogic AI provides the Services for ultimate federal government end use solely as described. Any government agency seeking additional rights must negotiate with Peerlogic AI.

16. BETA SERVICES

For the purposes of this Agreement, “Beta Services” are services Peerlogic AI may provide for evaluation or testing purposes. Such services have specific conditions as detailed, and may be discontinued by Peerlogic AI at any time.

17. INJUNCTIVE RELIEF

You acknowledge that any misuse of the Services, or any related disclosures, might lead to irreparable harm to Peerlogic AI, its affiliates, and partners. In such situations, Peerlogic AI and its partners will be entitled to equitable relief, including injunctive relief.

Note: This revised text is for illustrative purposes. Before using or distributing this or any legal document, you should consult with a qualified attorney to ensure its appropriateness for your specific situation and compliance with applicable laws.

18. GENERAL

18.1. Entire Agreement and Precedence. This Agreement, together with the Order Form, Privacy Policy, and DPA, constitutes the complete understanding between you and Peerlogic AI. It outlines the total liability of Peerlogic AI and its providers and sets forth your exclusive remedy concerning the Services. This supersedes all previous agreements regarding this subject matter. You confirm you have not depended on any verbal or written statements from Peerlogic AI about potential future service features or functionalities when entering this Agreement. Any stipulation or requirement in a Customer’s purchase order or other documentation (excluding Order Forms) will be null and void. Should there be any discrepancies between these documents, the priority will be: (1) the pertinent Order Form, (2) this Agreement, and (3) the Documentation. This Agreement has been drafted in English, which will be the decisive version in all aspects. Any versions in other languages are purely for convenience. Section headings in this Agreement are for ease of reference only and bear no legal or contractual relevance.

18.2. Nature of the Relationship. This Agreement establishes both parties as independent entities. The Agreement shouldn’t be interpreted as forming a partnership, agency, fiduciary, employment relationship, or joint enterprise between you and Peerlogic AI.

18.3. Severability. Should any clause of this Agreement be deemed unlawful, that provision will be adjusted to closely match the original intent, while all other provisions continue to remain effective.

18.4 Promotional Rights. You allow Peerlogic AI to display your company’s name and logo for promotional or marketing activities on Peerlogic AI’s platforms and in communications with its current or potential clients and stakeholders. This is in line with your standard trademark usage guidelines, which you may provide to Peerlogic AI. Should you prefer not to be listed, you can communicate your decision via email to Peerlogic AI.

18.5. Amendments and Forbearances. All changes to or departures from any provision of this Agreement should be in written form, jointly signed by both parties and specifically mention this Agreement. Any lapse in enforcing any provision of this Agreement doesn’t imply a renouncement of said provision or any other provision.

18.6. Insurance Commitment. Peerlogic AI will uphold suitable commercial insurance based on the nature of the Services and its responsibilities in this Agreement. This insurance will comply with industry standards, be with certified insurers with an A.M. rating of A- IX or higher, and will encompass appropriate cyber liability coverage. On request, Peerlogic AI will present certificates of this insurance.

18.7. Against Corruption. Both Peerlogic AI and you confirm that no illicit or inappropriate gifts, payments, or incentives have been proposed or accepted by any representative of the other in relation to this Agreement. Any contrary situations, if discovered, will be reported promptly.

18.8. Transfers and Assignments. Neither party can transfer or delegate any rights or responsibilities under this Agreement without the prior written approval of the other, which won’t be unreasonably withheld. However, this Agreement, including all Order Forms, can be transferred in its entirety to an Affiliate or during a merger, acquisition, restructure, or a significant asset sale. Should one party undergo a change that places them under the control of a competitor of the other party, the latter may terminate this Agreement. Should this happen, Peerlogic AI will reimburse any advanced fees for the period following the termination.

18.9. Unforeseen Circumstances. With the exception of subscription fee payments and confidentiality duties, neither party will be held in breach of this Agreement due to unforeseen and uncontrollable events. In such situations, the affected party will promptly notify the other in writing.

18.10. Governing Jurisdiction and Location. This Agreement falls under the laws of Scottsdale, AZ, irrespective of its choice or conflict of law principles. Both parties consent to the exclusive jurisdiction of courts in Scottsdale, AZ. This doesn’t prevent seeking temporary relief in any competent court against the infringement of intellectual property rights. BOTH PARTIES AGREE TO ABIDE BY THIS JURISDICTION.