Terms of Service

Please read these Terms of Service ("Terms") carefully before using the AI Systems Alliance platform and website (collectively, the "Service") operated by AI Systems Alliance, Inc. ("Company", "we", "us", or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

"Customer" means the organization or individual that has entered into a subscription agreement with us. "User" means any individual authorized by Customer to access the Service. "Customer Data" means all data submitted by Customer or Users to the Service. "Documentation" means the technical and operational documentation we make available for the Service.

2. Access and Use

Subject to these Terms and timely payment of applicable fees, we grant Customer a limited, non-exclusive, non-transferable right to access and use the Service during the subscription term, solely for Customer's internal business operations, in accordance with the Documentation and any applicable order form.

Customer is responsible for all activity occurring under Customer's account, for maintaining the confidentiality of login credentials, and for ensuring all Users comply with these Terms. Customer must promptly notify us of any unauthorized use.

3. Restrictions

Customer and its Users must not:

• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Service
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Service
• Access the Service to build a competitive product or service
• Use the Service to store or transmit infringing, defamatory, or otherwise unlawful material
• Introduce malicious code or interfere with the integrity or performance of the Service
• Circumvent or disable any security or access control features

4. Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants us the limited right to process Customer Data solely to provide and improve the Service and as otherwise instructed by Customer. We will not access Customer Data except to provide the Service, prevent or address technical problems, or as required by law.

Customer is responsible for the accuracy, quality, legality, and appropriateness of all Customer Data and for obtaining all necessary consents for us to process that data on Customer's behalf.

5. Intellectual Property

We retain all right, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to Customer except as expressly set forth in these Terms. Feedback, suggestions, or ideas you provide regarding the Service may be used by us without obligation to you.

6. Fees and Payment

Fees are set out in the applicable order form. Unless otherwise specified, fees are due annually in advance and are non-refundable. We may change our fees upon 60 days' written notice, effective at the start of the next renewal term. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

7. Confidentiality

Each party agrees to keep confidential the other party's non-public business, technical, and financial information disclosed in connection with these Terms, and not to disclose such information to third parties or use it for any purpose outside the scope of these Terms. This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

8. Warranties and Disclaimers

We warrant that the Service will perform materially in accordance with the Documentation during the subscription term. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

10. Indemnification

Customer will indemnify, defend, and hold harmless AI Systems Alliance and its officers, directors, employees, and agents from and against any claims, liabilities, damages, and expenses (including reasonable legal fees) arising from Customer Data, Customer's use of the Service in violation of these Terms, or Customer's violation of applicable law.

11. Term and Termination

These Terms commence on the date Customer first accepts them and continue until all subscription terms have expired or been terminated. Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice. Upon termination, Customer's access to the Service will cease and we will make Customer Data available for export for 30 days.

12. Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any dispute arising under these Terms will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.

13. Changes to These Terms

We may modify these Terms from time to time. We will provide at least 30 days' advance notice of material changes. Continued use of the Service after the effective date of any changes constitutes acceptance of the modified Terms.

14. Contact

Questions about these Terms should be sent to:

AI Systems Alliance, Inc.
Attn: Legal Team
legal@aisystemsalliance.com