Terms of Service Agreement

Last Revised: 1/03/2024

PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT REGISTER FOR OR USE THE SERVICES.

1. Overview

These Terms of Service (“Agreement“) are a legally binding agreement between the user or subscriber of the Services (“User” or “you“) and AI SALES SOLUTIONS INC, a Delaware corporation with its principal place of business at 651 N BROAD ST, SUITE 201, MIDDLETOWN, DE 19709, USA (“AISalesSolutions“,”AI Sales Solutions” , “we” or “us“). By registering for the Services or by accessing or using the Services or Website (“Site”), you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and is made effective as of the date of your use of this website (“Site”) or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”). Services Agreements and additional policies apply to certain Services and are in addition to (not in lieu of) this Agreement. In the event of a conflict between the provisions of a Services Agreement and the provisions of this Agreement, the provisions of the applicable Services Agreement shall control. The terms “we”, “us” or “our” shall refer to AI Sales Solutions. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such an entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not use the Services. You acknowledge that this Agreement is a contract between you and AI Sales Solutions, even though it is electronic and is not physically signed by you, and it governs your use of the Services.

2. Modification of Agreement, Site or Services

AI Sales Solutions may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, AI Sales Solutions may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your user account (“Account”) information current. AI Sales Solutions assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. In addition, AI Sales Solutions may terminate Your use of Services for any violation or breach of any of the terms of this Agreement by You. AI SALES SOLUTIONS RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.

3. Eligibility; Authority

This Site and the Services are available only to individuals or entities (“Users”) who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction.

If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, AI Sales Solutions finds that you do not have the legal authority to bind such a corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. AI Sales Solutions shall not be liable for any loss or damage resulting from AI Sales Solutions’ reliance on any instruction, notice, document or communication reasonably believed by AI Sales Solutions to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, AI Sales Solutions reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.

4. SERVICES

4.1 Definition 

The “Services” consist of a suite of online calculators and management tools for auto lease and financing quotes calculation, provided via Site (the “Website”, https://aisalessolutions.com/ or another URL we designate (the “Website”), ), which includes tools for vehicle search and selection or vehicle details finding using Vehicle Identification Number (VIN), lenders programs selection, quotes and deals calculation and saving, disclosure generation, analytics and reports, and vehicle inventory  and contact management.

4.2 Updates; Additional Services

The Services include all updates, modifications and enhancements thereto that AI Sales Solutions elects to make generally available to its users of the Services at no additional charge (“Updates”). All Updates shall be subject to the terms of this Agreement. You may subscribe to additional products and services from AI Sales Solutions, which shall be subject to the terms of this Agreement, including any supplementary terms made applicable to such additional products and services, or to separate terms and conditions to be accepted by you prior to subscribing to such additional products and services. If you subscribe to such additional services pursuant to such separate terms and conditions, those separate terms and conditions shall apply to such separate services to the exclusion of the terms of this Agreement, except for Section 9 below, which shall govern such additional subscription.

4.3 Third Party Sites, Services and Products

The Services and this Website may refer or link to third-party sites, products or services. Third-party sites (“Third Party Sites”) to which we link are provided to you for your convenience only and are not under our control. We are not responsible for the content available on any Third Party Sites, and linking to any Third Party Sites does not imply our endorsement of any content or information on such Third Party Sites. We are not responsible for monitoring any transaction between you and any such Third Party Sites and do not warrant, endorse, guarantee, or assume responsibility for them. We may also use third party services and products within the Services (“Third Party Services and Products”), including, but not limited to, payment processing services, information and communication services, analytics services, mapping services, internet advertising platforms, and advertising service providers. Your use of Third Party Services and Products may be subject to such third party’s terms of service to be accepted by you prior to your use of such Third Party Services and Products.

5. Your Account 

5.1 General 

In order to access some of the features of this Site or use some of the Services, you will have to create an Account. You represent and warrant to AI Sales Solutions that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If AI Sales Solutions has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, AI Sales Solutions reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, Payment Method(s) (as defined below). For security purposes, AI Sales Solutions recommends that you change your password at least once every six (6) months for each Account. You must notify AI Sales Solutions immediately of any breach of security or unauthorized use of your Account. AI Sales Solutions will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss AI Sales Solutions or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person. 

5.2 Users 

You can visit the Website in a visitor (non-registered) capacity; provided, to use the Services, you must register as either a paid or unpaid User. As an unpaid User, you will have access only to certain limited functionality within the Services that AI Sales Solutions elects to make available on an unpaid trial or free basis (“Unpaid Services”). As a paid User you will have access to certain additional features, which may include, without limitation, reporting and the ability to save your preferences and other settings (“Paid Services”). To register as a User of Unpaid Services or Paid Services, you must create a user account (“User Account”) by following the registration procedures and instructions set forth on the Website. There is no cost to create the User Account, however, to access the functionality within the Paid Services, you will be required to provide billing details. Each User Account is intended and designed for use by an individual user, unless otherwise stated in your Subscription Plan. If your Subscription Plan includes multiple users (“Authorized Users”), you may give access to your User Account only to that number of Authorized Users as specified in your Subscription Plan, provided that each Authorized User agrees to comply with this Agreement. As a User of Paid Services, you can add Authorized Users to your User Account by sending a request via email to: [email protected] or through your User Account and paying the applicable fees for the additional Authorized Users as described on the Website. If AI Sales Solutions detects repeated accesses to the same User Account from various locations, devices, IP addresses in excess of the limits covered by your Subscription Plan, AI Sales Solutions may immediately suspend or terminate such User Account in its sole discretion. Except as permitted by AI Sales Solutions, User Accounts are not transferable.

5.3 Administrators

Customer (“Service Account Owner”,“Owner”) may designate a User as an administrator with control over Customer’s Service account, including management of Users and Customer Content. Customer is fully responsible for its choice of administrators and any actions they take.

5.4 Customer Affiliates

Customer’s Affiliates may use the Service as Users of Customer (“Authorized Users”). Alternatively, an Affiliate of Customer may enter its own Order(s) as mutually agreed with AI Sales Solutions, and this creates a separate agreement between the Affiliate and AI Sales Solutions that incorporates this Agreement with the Affiliate treated as “Customer.” Neither Customer nor any Customer Affiliate has any rights under each other’s agreement with AI Sales Solutions, and breach or termination of any such agreement is not breach nor termination under any other.

5.5 Registration Using Corporate Email 

If you created an account using an email address belonging to your employer or other entity, you represent and warrant that you have authority to create an account on behalf of such entity and further acknowledge that AI Sales Solutions may share your email address with and control of your account may be taken over by such entity (as the “Customer”). Upon such takeover, the administrator controlling the account may be able to (i) access, disclose, restrict or remove information from the account, (ii) restrict or terminate your access to the Service and (iii) prevent you from later disassociating such account from the Customer.

5.6 Right to Use Services

Subject to the terms and conditions of this Agreement, AI Sales Solutions hereby grants you permission to access and use the Services and the Website solely for your own internal business purposes in accordance with this Agreement and the limitations of the subscription plan that you select when subscribing to the Services (“Subscription Plan”), which may be found on Website or via email sent personally to you. You represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and have the capacity and authority to enter into this Agreement; and (d) your use of the Services does not and will not violate any applicable law or regulation. If you are under 18, you may not register or attempt to register for the Services.

5.7 User Responsibilities

You are solely responsible for (a) each Authorized User’s compliance with the terms of this Agreement; (b) maintaining accurate account information at all times, including a valid email address and billing information, if applicable, and updating such information as necessary; and (c) obtaining, maintaining and supporting at your own expense all hardware, software and services necessary to access the Services, including, but not limited to, internet service providers, telecommunications providers, web browsers. You are also responsible for maintaining the security of all of your User Accounts, including, but not limited to, your User login, password and for all activity occurring under your User Accounts.

5.8 Restrictions

You may not, directly or indirectly, (a) sublicense, resell, rent, lease, transfer, assign, share or otherwise commercially exploit or make the Services or any portion thereof available to any third party; (b) use the Services for any purpose or in any manner that is unlawful (including without limitation in violation of any data, privacy, anti-bribery or export control laws) or is prohibited by this Agreement; (c) read or attempt to read or derive the source code of the Services or the software underlying the Services (except as permitted by law); (d) work around any technical limitations in the Services; (e) interfere or attempt to interfere with or disrupt the integrity, security, functionality or performance of the Services or its components; (f) use the Services in any manner that damages or impairs the Website or interferes with any other party’s use of the Services; (g) modify, translate, adapt, create or attempt to create any derivative works of the Services; (h) access the Services if you are a competitor of ours or use the Services to build a similar or competitive work; (i) hack or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; or (j) 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. You will promptly notify AI Sales Solutions if you learn of any unauthorized use or breach of security related to the Services. You may not use the Services if you are legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Services.

5.9 Privacy

By using the Services, you authorize us to obtain, process, store, use and transmit your personal data in accordance with our Privacy Policy https://www.aisalessolutions.com/legal/privacy-policy/,  which forms an integral part of this Agreement. If you elect to use Third Party Services and Products, client manager tool or other tools within AI Sales Solutions Services that give AI Sales Solutions access to personal data contained within your Content, you agree that you are the data controller of any such personal data, and the Data Processing Agreement located at https://www.aisalessolutions.com/legal/dpa (the “DPA”) will apply to AI Sales Solutions’s processing of such personal data on your behalf. Any capitalized terms not otherwise defined in the DPA shall have the same meaning as in this Agreement. In the event of a conflict between this Agreement and the DPA, the DPA will control. You acknowledge that the Services have not been designed to process or manage sensitive information and you agree not to use the Services 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 Services to collect, process or manage sensitive information.

6. General Rules of Conduct

You acknowledge and agree that:

  1. Your use of this Site and the Services, including any content you submit, will comply with this Agreement, any applicable Services Agreement or policy that may apply to your Services and all applicable local, state, national and international laws, rules and regulations.
  2. You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
  3. You will not use this Site or the Services in a manner (as determined by AI Sales Solutions in its sole and absolute discretion) that:
    • Is illegal, or promotes or encourages illegal activity;
    • Promotes, encourages or engages in the exploitation of children, or any activity related to the proliferation of child sexual abuse material (CSAM);
    • Promotes, encourages or engages in terrorism, violence against people, animals, or property;
    • Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
    • Violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription;
    • Violates the Fight Online Sex Trafficking Act of 2017 or similar legislation, or promotes or facilitates prostitution and/or sex trafficking;
    • Infringes on the intellectual property rights of another User or any other person or entity;
    • Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
    • Interferes with the operation of this Site or the Services found at this Site;
    • Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
    • Contains false or deceptive language, or unsubstantiated or comparative claims, regarding AI Sales Solutions or AI Sales Solutions’ Services.
    • You will not perform any false, abusive or fraudulent activity. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
    • You will not copy or distribute in any medium any part of this Site or the Services , except where expressly authorized by AI Sales Solutions.
    • You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.
  4. You will not access AI Sales Solutions Content (as defined below) or User Content through any technology or means other than through this Site itself, or as AI Sales Solutions may designate.
  5. You agree to back-up all of your User Content so that you can access and use it when needed. AI Sales Solutions does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.
  6. You will not re-sell or provide the Services for a commercial purpose, including any of AI Sales Solutions’ related technologies, without AI Sales Solutions’ express prior written consent.
  7. You will not circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any AI Sales Solutions Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the AI Sales Solutions Content or the User Content therein.
  8. You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.
  9. You are aware that AI Sales Solutions may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you may be subject to call recording and hereby consent to the same, subject to any applicable laws and our restrictions and obligations thereunder, including, where permissible, to record the entirety of such calls regardless of whether AI Sales Solutions asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which AI Sales Solutions is a party. Further, by providing your telephone or mobile number, you consent to receive marketing telephone calls from or on behalf of AI Sales Solutions that may be initiated by an automatic telephone dialing system and/or use an artificial or prerecorded voice. You understand that providing consent is not a condition of purchasing any good or service from AI Sales Solutions. Similarly, by providing your mobile number, you consent to receive marketing text messages from or on behalf of AI Sales Solutions that may be sent by an automatic telephone dialing system. You understand that providing consent is not a condition of purchasing any good or service from AI Sales Solutions. Message and data rates may apply.
  10. Without limiting any of the rights set forth elsewhere in this Agreement, AI Sales Solutions expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services (including but not limited to the right to cancel or transfer any domain name registration) to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of this or any other Agreement or any AI Sales Solutions policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Site or Services (as determined by AI Sales Solutions in its sole and absolute discretion).
  11. If your purchase or account activity shows signs of fraud, abuse or suspicious activity, AI Sales Solutions may cancel any service associated with your name, email address or account and close any associated AI Sales Solutions accounts. If AI Sales Solutions, in its sole discretion, determines that any conducted activity is fraudulent, AI Sales Solutions reserves the right to take any necessary legal action and you may be liable for monetary losses to AI Sales Solutions including litigation costs and damages.

7. User Content

Content.You are solely responsible for all data, information, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereinafter, “post(ing)”) to or in connection with the Services (“Content”). By posting Content to or through the Services, you grant AI Sales Solutions a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform such Content in connection with its provision of the Services. AI Sales Solutions has the right, but not the obligation, to monitor the Content, the Services and your use thereof. You agree that we may remove or disable any Content that we in good faith determine violates any applicable law, the terms of this Agreement, or any third party right (including, but not limited to, upon receipt of any claim or allegation by a third party or governmental or regulatory authority relating to such Content) and we may disclose such Content and other information about your use of the Services if legally required to do so provided we will notify you (if not legally prohibited from doing so) in advance of such disclosure of Content which is not already public (through no fault of AI Sales Solutions). You understand that the Services, including any Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to AI Sales Solutions’ third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. You acknowledge and agree that you bear sole responsibility for adequate security, protection and backup of the Content that you post to the Services and you warrant and represent that your Content and your use of your Content will not violate any applicable law or any third party right. AI Sales Solutions will have no liability for any unauthorized access or use of any of your Content, or any corruption, deletion, destruction or loss thereof. You understand and agree that we may monitor your use of the Services as well as the use of the Services by all of our users and that we may use the information gathered in an aggregate and anonymous manner. You agree that we may use and publish such aggregate and anonymized information, provided that such information does not identify you. In addition, we may use the information that you submit to the Services without identifying you for purposes of improving the Services.

 

8. Monitoring of Content; Account Termination Policy


AI Sales Solutions generally does not pre-screen User Content (posted to this Site). However, AI Sales Solutions reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. AI Sales Solutions may remove any item of User Content and/or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by AI Sales Solutions in its sole and absolute discretion), at any time and without prior notice. AI Sales Solutions may also terminate a User’s access to this Site or the Services found at this Site if AI Sales Solutions has reason to believe the User is a repeat offender. If AI Sales Solutions terminates your access to this Site or the Services found at this Site, AI Sales Solutions may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

 

8. Access to Beta Versions 

AI Sales Solutions may provide you with access to new functionality, tools, resources and related information which are not yet generally available to our users (“Beta Version”). AI Sales Solutions may suspend, limit or terminate access to a Beta Version at any time. You agree that Beta Versions are the confidential information of AI Sales Solutions and not to disclose any information about any Beta Version to any third party or use the Beta Version other than for your internal testing and evaluation purposes and otherwise in accordance with this Agreement. You agree that AI Sales Solutions is under no obligation to make any portion of any Beta Version generally available in a new release of the Services and that AI Sales Solutions makes no representations or warranties, whether express or implied, with respect to the performance, availability, functionality or general release of any Beta Version.

9. Commercial Terms

9.1 Subscription Term

Unless otherwise specified in the applicable Order, each Subscription Term will renew for successive 12-month periods, unless either party gives the other party notice of non-renewal at least 90 days before the current Subscription Term ends. Upon notice of non-renewal, Customer will not be charged for the next billing cycle but will not receive any refunds or credits for amounts that have already been charged.

9.2 Fees and Taxes

Users of Paid Services will be charged the fees set forth in the relevant Subscription Plan or as otherwise agreed with AI Sales Solutions in a written ordering document or other writing signed by AI Sales Solutions and you (the “Fees”). You agree to pay the Fees monthly or annually in advance according to your Subscription Plan, or as otherwise agreed between you and us, by credit card or another payment method accepted on the Website. If you decide to pay for the Services according to the invoice(s), you agree to pay all undisputed invoices within thirty (30) days, unless otherwise mutually agreed between you and us in writing. You agree that we may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from our efforts to collect on past due amounts. If you fail to pay an invoice, we reserve the right to cancel your subscription and access to the Services, and any data associated with your subscription or the Services. You can access the details of your Subscription Plan, including any prepaid amounts, by accessing your User Account. Any bank fees and charges shall be borne solely by you. Customer agrees that AI Sales Solutions may bill Customer’s credit/debit card or other payment method for renewals, expenses and any other unpaid fees, as applicable. Customers may change their payment method information by entering updated information through the user interface of the Service or by requesting such change via [email protected]. Unless the Order provides otherwise, all fees and expenses are due within 30 days of the billing date specified in the applicable Order. Fees for renewal Subscription Terms are at AI Sales Solution’s then-current rates, regardless of any discounted pricing in a prior Order. All fees and expenses are non-refundable except as set out in Warranty Remedy, Mitigation and Exceptions sections. Customer is responsible for any sales, use, goods and services, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than AI Sales Solution’s income tax. Except as otherwise set forth in our Cancellation and Refund Policy (“Cancellation Policy”), all payment obligations are non-cancellable and all Fees paid are non-refundable

9.3 Promotional Giveaways 

From time to time we may offer promotional giveaways of the Services, subject to the specific rules that we will announce at the time of any such promotional giveaway. You are solely responsible for any and all income tax consequences that may arise out of any such giveaway and you agree that any winnings are conditioned upon your submission to us of all duly completed tax forms required by applicable law.

9.4 Change in Fees 

We reserve the right to monitor the number of Users using your User Account. You agree to pay the additional Fees if you exceed the limits of your Subscription Plan. You also agree to pay the Fees applicable to any additional Services you add or any changes you make to your Subscription Plan during your subscription term (increasing number of active Users). Such additional Fees will become effective as of the date of such addition or change and may not be decreased during the term of your Subscription Plan. If you are a User of Paid Services, we may change the Fees and introduce new charges applicable to your use of the Services, which (unless otherwise agreed in writing with AI Sales Solutions) will become effective as of the first day of the renewal of your subscription term. We may increase the Fees upon notice if we make changes in the Services at your request.

10. Ownership and Intellectual Property

10.1 Proprietary Rights 

You agree that all rights, title, and interest in and to the Website, Services, the technology underlying each of them, all modifications and any work product we create relating thereto, and all intellectual property rights in each of the foregoing, including, without limitation, patent, copyright, trademark, database rights, moral rights, rights in know-how and trade secrets (and any licenses in connection with any of them) throughout the world, whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, are and will remain the sole and exclusive property of AI Sales Solutions, its licensors or affiliates. Except for access to the Services, no other rights are granted to you with respect to the Website or Services. AI Sales Solutions reserves all rights not expressly granted in this Agreement.

10.2 AI Sales Solutions Marks

AI Sales Solutions® and all other AI Sales Solutions marks (the “AI Sales Solutions Marks”) are the trademarks or service marks of AI Sales Solutions or its affiliate. All other marks and logos are property of their respective owners. You may not use the AI Sales Solutions Marks without our prior written permission. You may not use AI Sales Solutions Marks in any manner that disparages AI Sales Solutions or its products or services or portrays AI Sales Solutions in a false, competitively adverse or poor light. Your use of AI Sales Solutions Marks is subject to the usage guidelines made available by AI Sales Solutions from time to time. You agree not to contest the ownership of the AI Sales Solutions Marks or to register or attempt to register any confusingly similar mark in any jurisdiction for any reason.

10.3 Attribution

You hereby grant to AI Sales Solutions, its affiliates, resellers and other partners that resell and/or distribute the Services on behalf of AI Sales Solutions (“Partners”) to end users permission to use your name, logo and other proprietary marks for AI Sales Solutions’ and its Partners’ promotional, informational and advertising purposes. You may revoke your consent by sending a request to [email protected].

10.4 Feedback 

You are under no obligation to give AI Sales Solutions any ideas, suggestions, comments or other feedback related to the Website, the Services, or AI Sales Solutions (“Feedback”). If you elect to provide any Feedback, you agree that all such Feedback is non-confidential and that we own all rights to use and incorporate such Feedback into the Services, or any other product or service, without payment or attribution to you.

10.5 Claims of Copyright Infringement

If you believe that your work has been used related to the Website or Services in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify AI Sales Solutions at [email protected]. You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Website or Services that you claim is infringing with enough detail so that AI Sales Solutions may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit AI Sales Solutions to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature. On receiving the notification containing all of the information set forth above, AI Sales Solutions will take whatever action, in its sole discretion, it deems appropriate, which may include notification to the alleged infringer, removal of the disputed use from the Website or Services or termination of the posting account.

11. Term; Termination

11.1 Term 

Unless otherwise stated by AI Sales Solutions in writing, this Agreement starts from the first day you visit the Website and remains in effect for as long as you access or use the AI Sales Solutions’ Services or the Website.

11.2 Subscription Term and Renewal

If you are a User of Paid Services, your initial subscription term will be specified in your Subscription Plan and, unless otherwise agreed by AI Sales Solutions in writing, your subscription will automatically renew for the same period on the then-current terms. You may prevent renewal of the subscription by sending us a notice of non-renewal to [email protected] before the last day of your then-current subscription term.

 

11.3 Subscription Cancellation 

You may cancel your subscription at any time according to the terms of our cancellation policy by sending a written notice of cancellation to [email protected] from the registered email address. In order to process such request sent by email, we may ask you to provide the following information: a brief comment explaining why would you like to cancel your subscription, your billing information (name, transaction ID, last 4 digits of the credit card associated with the account, billing date, etc.), email address, login name, and other identity verification and/or authentication information. Cancellations of subscriptions to Paid Services shall take effect at the end of your pre-paid subscription period; cancellations of Unpaid Services shall take effect within 7 days of receipt of your request including the required information in accordance with the Cancellation Policy. Except as otherwise set forth in the Cancellation Policy, cancellation does not entitle you to a refund of any prepaid or unused Fees and you agree to promptly pay all unpaid Fees due through the end of the applicable subscription period. Notwithstanding anything contrary herein, AI Sales Solutions  reserves the right to cancel your subscription upon notice immediately for any reasons, provided that if AI Sales Solutions cancels your paid subscription, AI Sales Solutions agrees to refund any prepaid but unused Fees covering use of the Services after the effective date of cancellation.

 

11.4 Cancellation Request

You may cancel your subscription at any time. Cancellation will take effect at the end of the pre-paid period or, for unpaid trial or free subscriptions, within 7 days of receipt of your request, in each case provided that the request was made in accordance with these cancellation instructions. We will confirm the cancellation of your subscription within 3 business days after receipt of your cancellation request.

11.5 Refund Request 

At AI Sales Solutions, we offer a 30-day money back guarantee according to the terms described herein. If you cancel your subscription in accordance with this Policy within 7 calendar days of placing your subscription order, we will, upon your written request, refund your prepaid fees within 30 calendar days. The refund will be processed through the same method as the original payment. Any bank fees and charges shall be borne solely by you. We reserve the right to reject your refund request if your request refers to the recurring payment or for some other reasons.

11.6 De-Registration

You may delete your User account at any time by sending a request to [email protected]. If you delete your User account, AI Sales Solutions may delete all your data and information stored on AI Sales Solutions servers and AI Sales Solutions will bear no responsibility for the deletion or loss of such data or information. Even if you delete your User account, you agree to pay all Fees incurred prior to de-registration until paid in full.

11.7 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 notice 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 (i) 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; or (ii) immediately without notice, if you breach the Section 5.7, 5.8, 9 of the Agreement. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused Fees covering use of the Services after the effective date of termination. If we terminate this Agreement for cause, you will promptly pay all unpaid Fees due through the end of the applicable subscription term and no refund shall be due to you.

11.8 Suspension

AI Sales Solutions reserves the right to monitor compliance with this Agreement. AI Sales Solutions may, without prejudice to our rights under this Agreement or applicable law, suspend any or all of the Services, effective immediately upon notice (which may be electronic) if (a) AI Sales Solutions determines in good faith that your use of the Services violates any applicable law, the terms of this Agreement or the rights of any third party; (b) we are prohibited by court order or order of another governmental authority from providing access to the Services; or (c) we reasonably determine that the Services are being used for any abusive, illegal or fraudulent activity that the Services are subject to a security incident, denial of service attack, or other event that impacts the security of the Services or any Content. Such suspension may apply to specific jurisdictions, lines of business, a specific customer or customers, or a group of users. If you are a User of Paid Services, AI Sales Solutions will use commercially reasonable efforts to give you thirty (30) days after notice of suspension to back up your data stored in the Services, after which we may remove it entirely from our servers. If you have any amounts due that remain unpaid for ten (10) days following your receipt of notice of non-payment, or if we are unable to process payment through your billing account on record, we may suspend your access to any or all of the Services, provided we will not suspend the portion of the Services for which you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Services, or portion thereof, are suspended for non-payment, we may charge a reactivation fee to reinstate the Services. Nothing in this section limits our right to terminate this Agreement for cause as outlined above.

11.9 Suspension and Termination of Unpaid Services. 

We may suspend, limit, or terminate Unpaid Services for any reason at any time without notice. We may terminate your subscription to the Unpaid Services due to your inactivity.

11.10 Effect of Termination

Upon expiration or termination of this Agreement, including by your cancellation, or if you deregister your User account, all rights of the User with respect to the use of the Services shall terminate immediately. User acknowledges and agrees that AI Sales Solutions may erase all User data and information stored on AI Sales Solutions servers within reasonable period of time (not less than thirty (30) days) following expiration or termination of the Agreement or deregistration of your User account, provided that AI Sales Solutions may retain copies of such data and information to the extent required by law, for archival purposes or as created by automatic computer backup and archived as part of normal computerized archiving systems, maintaining necessary technical and organizational measures.

11.11 Survival

Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.

12. Warranty & Limitation of Liability

12.1 Disclaimer

EXCEPT WHERE PROHIBITED BY LAW, THE SERVICES AND THE WEBSITE ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES OR THE WEBSITE (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS; OR (D) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. WE FURTHER MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT ON ANY SITES TO WHICH THE WEBSITE OR SERVICES ARE LINKED.

12.2 Limitation of Liability

With the exception of any indemnification obligations stated herein, in no event will AI Sales Solutions and its respective affiliates, officers, directors, employees, or agents be liable for any indirect, incidental, special, punitive, or consequential damages or loss of profits, revenue, data or business opportunities arising out of or related to this agreement, whether an action is in contract or tort and regardless of the theory of liability whatsoever arising from or related to either this Agreement or use of the Services or the Website. Our maximum aggregate liability to you for any damages arising from or related to this Agreement is limited to the greater of (a) fifty dollars (US $50) or (b) amounts you have paid to us under this Agreement within the prior 12 months. You understand and agree that if you do not agree to this limitation of liability, we would not provide the Services to you. The foregoing limitation of liability shall apply to the fullest extent permitted by law.

12.3 Forward-Looking Statements

This website contains express or implied forward-looking statements, which are based on current expectations of management. These statements relate to, among other things, our expectations regarding management’s plans, objectives, and strategies. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. AI Sales Solutions assumes no obligation to update any forward-looking statements appearing on this website in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.

12.4 Indemnity

You agree to defend, indemnify and hold harmless AI Sales Solutions and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from (a) your breach or other violation of this Agreement, (b) your Content, (c) your use of and access to the Services and the Website, or (d) your violation of applicable law or any third party right, including without limitation any privacy, intellectual property or other proprietary right. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Services and the Website. AI Sales Solutions reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting AI Sales Solutions’s defense of such matter.

12.5 Export Restrictions

Exports, re-exports, and transfers of AI Sales Solutions products and services, including technology, software (including source code), commodities, technical data, related technology, and the direct products thereof, including the Website and the Services (the “AI Sales Solutions Items”) are subject to U.S. export and sanctions laws and regulations, including those administered by the Commerce Department’s Bureau of Industry and Security under its Export Administration Regulations, the Treasury Department’s Office of Foreign Assets Control under its economic sanctions regulations, and other applicable export and sanctions laws, restrictions and regulations of any U.S. and non-U.S. government agencies or authority (“Applicable Export Laws”). You may not access, download, distribute, use, export, re-export, release, or otherwise transfer the AI Sales Solutions Items in violation of any Applicable Export Laws. You agree to comply with all Applicable Export Laws and not to directly or indirectly provide or otherwise make available the AI Sales Solutions Items in violation of any such Applicable Export Laws, or without all necessary approvals, including, without limitation, for the development, design, manufacture, or production of nuclear, chemical, or biological weapons of mass destruction nor will you use the AI Sales Solutions Items for a military end-use or a military end-user in China, Russia or Venezuela. The AI Sales Solutions Items may not be downloaded or otherwise provided or made available, either directly or indirectly, (i) in Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial Orders. By agreeing to this Agreement, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share the AI Sales Solutions Items with anyone whose status is described in items (i) or (ii) above.

13 GENERAL PROVISIONS

13.1 Confidentiality 

All confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated in writing as confidential (“Confidential Information”) will be safeguarded by the Receiving Party to the same extent that the Receiving Party safeguards its own information of like kind, but using not less than a reasonable degree of care. The Receiving Party shall not use Confidential Information for any purpose outside the scope of this Agreement or disclose Confidential Information to any third party (except as explicitly stated in our Privacy Policy). The Receiving Party’s obligations under this section shall not apply to information which is publicly available through no fault of the Receiving Party, already in Receiving Party’s possession without obligation of confidentiality, rightfully obtained by Receiving Party from third parties not under obligation of confidentiality, or independently developed by Receiving Party as evidenced by written documentation. If the Receiving Party is requested pursuant to a court or government order to disclose Confidential Information, the Receiving Party will give the Disclosing Party written notice (if not legally prohibited from doing so) sufficient to enable the Disclosing Party to seek protective order and the Receiving Party will cooperate with the Disclosing Party in such effort.

13.2 Assignment

You may not assign or transfer this Agreement, or rights or obligations under it, without our prior written consent. We may assign this Agreement, in whole or in part, without restriction. Any assignment or transfer in violation of the foregoing shall be deemed void and of no effect. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

13.3 Force Majeure

We shall not be liable for failure or delay of performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, third party equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

13.4 Governing Law and Jurisdiction

This Agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A. and jurisdiction and venue shall be the Commonwealth of Massachusetts. Governing law is without regard to any conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

13.5 Notices 

Notices to you shall be given to the email address on file associated with your account. To change the email address on file in your account, you must notify AI Sales Solutions at [email protected]. You agree to receive communications from us in an electronic form. All notices to you will be deemed received when sent. We may, but are not obligated to, provide communications in paper format. Notices to us shall be given to [email protected].

13.6 Entire Agreement

This Agreement is the entire agreement between you and AI Sales Solutions concerning your use of the Website and the Services and supersedes all other proposals and agreements, whether in oral, written or electronic form. In the event of any conflict between the terms of this Agreement and the terms on the Website or any other document, the terms of this Agreement shall prevail. No terms in any purchase order or in any order documentation are incorporated into or form any part of this Agreement. If you have ordered the Services through our reseller, the terms of this Agreement shall apply to the exclusion of all other varying terms and conditions. Resellers are not authorized to make any promises or commitments on our behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.

13.7 Changes 

WE MAY CHANGE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME BY POSTING THE UPDATED AGREEMENT ON THE WEBSITE. YOU CAN REVIEW THE MOST CURRENT VERSION OF THIS AGREEMENT AT ANY TIME AT https://www.aisalessolutions.com/terms-of-service/ OR A SUCCESSOR URL THAT WE MAY DESIGNATE. THE REVISED TERMS AND CONDITIONS WILL BECOME EFFECTIVE IMMEDIATELY AFTER WE POST THE UPDATED TEXT ON THE WEBSITE. IF YOU USE THE SERVICES AFTER SUCH DATE, SUCH USE WILL CONSTITUTE ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS. We also reserve the right to modify the Services from time to time in our sole discretion. If any change to this Agreement is not acceptable to you, or if any change we make to the Services is a material reduction in functionality, you may, as your sole remedy for such change, stop using the Services and send a cancellation request email to [email protected].

13.8 Languages 

You agree that this Agreement is written in the English language and that the English language version of this Agreement and any related document (including notices) shall prevail. Notwithstanding the foregoing, if you are located in a country whose laws require that contracts be in the local language in order to be enforceable, then the version of this Agreement that governs is the local language version that is produced by AI Sales Solutions within a reasonable time following your written request to us.

13.9 No Waiver

No failure or delay by AI Sales Solutions to exercise any right or remedy will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

13.10 Severability

If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, this shall not impair the operation of this Agreement or affect the other provisions which are valid.

13.11 Relationship of the Parties

This Agreement does not create or imply any agency, partnership or franchise relationship. Nothing in this Agreement, express or implied, is intended to or shall confer on any third party any right, benefit or remedy of any nature whatsoever.

13.12 No Third Party Beneficiaries

Nothing in this Agreement is intended to or shall confer upon any person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.