Your agreement is with Transformation.ai Inc. By using our Services, you represent and warrant that you are at least 18 years of age and are lawfully able to accept this Agreement. Use of our Services requires a Transformation.ai account. You agree to provide us with complete and accurate information when you register for an account. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your password secure.
Please read this Agreement carefully before accessing or using our Services. By accessing or using any part of our services, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access or use any of our services. If these terms and conditions are considered an offer by Transformation.ai, acceptance is expressly limited to these terms.
- Transformation.ai Account and Website. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the blog. You must immediately notify Transformation.ai of any unauthorized uses of your account, or any other breaches of security. Transformation.ai will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
- Confidentiality. We each agree to keep the other's information, which is exchanged or generated during the Term, confidential and not to disclose that information or use that information to the detriment of the other. Notwithstanding the foregoing, confidential information does not include any items/information which have become publicly known and made generally available through no wrongful act of Customer or of others who were under confidentiality obligations with respect to the item or items involved or a court order covering the items/information. We each expressly agree that our independent contractor relationship will not change the ownership of each of our individual confidential information.
- Payment. Customers may wish to pay for the applicable Service plan of the Transformation.ai software using a credit card. In this case the full amount for the period will be invoiced and paid at the beginning of the term. It is Customer's responsibility to provide accurate and up-to-date credit card information. In the event that a payment is unsuccessful we will allow for up to 15 days to remedy the situation before Transformation may charge a 1.5% per month interest charge until the amount is paid and/or suspend Services until such payment is made. Other Customers may wish to be billed by invoice and pay by cheque or wire transfer. In this event, payment will be due within 30 days of the invoice. If the invoice is not paid within 30 days Transformation.ai may charge interest of 1.5% per month and/or suspend Services until payment is made by the Customer. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Transformation.ai's net income.
- Intellectual Property Ownership. It is expressly agreed that all right, title and interest in and to the technology used in connection with the delivery of services under the Agreement (including any and all modifications to the Transformation.ai software application and platform as a result of any implementation services rendered) are and shall remain the exclusive property of Transformation.ai.
- LIMITATION OF LIABILITY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TRANSFORMATION.AI AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR DESIGNEES, SHALL NOT BE LIABLE FOR ANY LOSS INCURRED BY YOUR COMPANY OCCASIONED BY ACTS PERFORMED (OR NOT PERFORMED) BY THEM, ANY DATA LOST OR ADVICE OR ASSISTANCE GIVEN BY THEM, IN GOOD FAITH IN THE PERFORMANCE OF THEIR DUTIES HEREUNDER, AND IN ANY EVENT SHALL BE LIABLE ONLY FOR WILLFUL WRONGDOING OR GROSS NEGLIGENCE AND NOT FOR HONEST ERRORS OF JUDGMENT; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL TRANSFORMATION.AI OR ANY SUBCONTRACTOR BE HELD LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF PROFITS SUFFERED BY YOUR COMPANY OR BY ANY THIRD PARTY, AND THE AMOUNT OF DAMAGES CLAIMED IN RESPECT OF ALL BREACHES SHALL NOT EXCEED THE AMOUNT OF COMPENSATION WHICH YOUR COMPANY OWES AND/OR HAS PAID TO TRANSFORMATION.AI FOR THE MONTH DURING WHICH THE BREACH OF CONTRACT HAS OCCURRED.
- Indemnification. Each of Transformation.ai and Customer expressly agrees to indemnify and hold the other and its respective subcontractors, and its and their respective officers, directors, agents and designees, from and against all costs, damages, judgments, attorneys' fees, expenses, obligations and liabilities of every kind and nature which they or any of them may incur, sustain or be required to pay in connection with or arising out of any breach by the indemnifying party of any term, representation, or warranty of the Agreement, or any negligent or wrongful act by the indemnifying party. The indemnifying party shall be given prompt notice of any such claim and shall have the opportunity to defend the claim.
- Default. If either party fails to perform any of its obligations contained in the Agreement the other party shall have the right to terminate the Agreement if that default is not cured within thirty (30) days of written notice detailing the default; except for payment defaults which must be cured within fifteen (15) days of written notice detailing the default. Termination of the Agreement shall not effect the rights of the non-defaulting party, including Transformation.ai's right to receive payment.
- Each of the parties to the Agreement represent and warrant to the other that they have the authority to enter into the Agreement and to perform its obligations as listed in the Agreement.
- Transformation.ai represents and warrants to Customer that services (training and support) will be performed in a professional manner and delivered in accordance with applicable law.
Limited Warranty. The hosting services are provided, and the Software Application and Platform is made available to customer "as is" and Transformation.ai and its suppliers make no warranty, whether express or implied regarding the hosting services, and specifically disclaim the warranties or merchantability, or fitness for a particular purpose.
Transformation.ai cannot and does not guarantee the privacy, security, authenticity and non-corruption of any information transmitted through, or stored in any system connected to, the Internet. Transformation.ai will use all commercially reasonable efforts to adequately maintain, and upgrade as necessary, the Transformation.ai Software Application and Platform to provide the subscription to its customers. Except as expressly set forth herein, Transformation.ai shall not be responsible for any delays, errors, failures to perform, or disruptions in the Subscription caused by or resulting from any act, omission or condition beyond Transformation.ai 's reasonable control.
- Limited Publicity Right. Customer hereby consents to and agrees that Transformation.ai may use Customer's name and/or logo on its web site or in its presentations.
- Governing Law. The Agreement and this Service Agreement shall both be governed by the internal laws of the State of Delaware. Any action brought to enforce the Agreement shall only be brought in the Federal or State Courts located in Wilmington, Delaware.
- Assignment and Amendment. The Agreement may not be assigned without the written consent of the other party. No amendment to the Agreement shall be binding unless signed by both parties to the Agreement.
- Counterparts. The Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each party and sent to the other party, it being understood that both parties need not sign the same counterpart. Facsimile copies of original signatures shall have the same force and effect as original signatures.
- Force Majeure. Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
- Statistical Information. Notwithstanding anything else in the Agreement or this Service Agreement, Transformation.ai may compile statistical and performance information related to the provision of the Services, and may make such information publicly available, provided that such information does not incorporate Customer's Data and/or identify Customer's confidential information. Transformation.ai retains all intellectual property rights in such information.
- Notices. All notices given under this Services Agreement by ion shall be sent via e-mail to the customer contact provided by customer in the Subscription Agreement or Proposal and all notices given by customer under this Subscription Agreement to ion shall be sent via email to email@example.com, or via postal mail to, 913 N. Market Street, Wilmington, DE, 19801, United States.
- Independent Contractors. The parties to the Agreement are independent contractors. No relationship of partnership, agency, joint venture, employer/employee shall exist between the parties and neither party shall have the authority to obligate, represent, or bind the other without such other party's express written consent.
- Surviving Provisions. Notwithstanding termination or expiration of the Agreement, the provisions of Sections, 2, 4, 5, 6, 7, and 9 of this Service Agreement shall survive and remain in full force and effect.