Terms and Conditions

TERMS AND CONDITIONS

Effective Date: September 16, 2024

Welcome to MarketAI Solutions LLC (“MarketAI,” “we,” “us,” or “our”). These Terms and Conditions (the “Terms”) govern your access to and use of our software, Customer Relationship Management (CRM) platform, and digital marketing services, including any related services, content, and products (collectively, the “Services”). By using the Services, creating an account, or otherwise engaging with our Services, you (“User,” “you,” or “your”) acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must refrain from using the Services.

1. Acceptance of Terms

By accessing, using, or registering for the Services, you agree to comply with and be bound by these Terms, including any future modifications. MarketAI reserves the right, at our sole discretion, to modify or replace these Terms at any time. We will notify you of any material changes by posting the updated Terms on our website and/or by sending a notice to the email address associated with your account. Your continued use of the Services following any such changes constitutes your acceptance of the new Terms. It is your responsibility to regularly review the Terms to stay informed of any updates. If you do not agree to the updated Terms, you must discontinue your use of the Services immediately.

2. Eligibility and Authority

You represent and warrant that you are at least 18 years of age, have the legal capacity to enter into these Terms, and are not barred from using the Services under any applicable law. If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. You agree that you are responsible for ensuring that all users within your organization comply with these Terms, and you assume full responsibility for any activity conducted under your account.

3. Account Registration and Security

To access certain features of the Services, you may be required to register an account. When you register, you agree to provide accurate, current, and complete information, and to maintain and promptly update your account details as necessary. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify MarketAI immediately of any unauthorized use of your account or any other breach of security. MarketAI will not be liable for any losses caused by any unauthorized use of your account, but you may be held liable for losses incurred by MarketAI or others due to such unauthorized use.

4. License to Use Services

Subject to your compliance with these Terms, MarketAI grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. This license is granted solely for the duration of your subscription or authorized use and is subject to these Terms. You may not:

Copy, modify, distribute, sell, lease, or sublicense the Services or any portion thereof; Reverse engineer, decompile, or attempt to extract the source code of the software; Use the Services for any illegal or unauthorized purpose; or Interfere with, disrupt, or attempt to gain unauthorized access to the Services, servers, or networks connected to the Services.

MarketAI reserves the right to revoke or limit your license to use the Services at any time, for any reason, including violation of these Terms.

5. Fees and Payment

5.1. Subscription Fees

Certain features of the Services require payment of fees. By selecting a subscription plan, you agree to pay all applicable fees in accordance with the pricing and billing terms presented to you at the time of subscription. Fees are non-refundable except as required by law or as otherwise expressly stated in these Terms.

5.2. Automatic Renewal

Unless otherwise stated, your subscription will automatically renew at the end of each billing cycle. You authorize MarketAI (or its third-party payment processors) to automatically charge the applicable fees using the payment method you provided at the time of registration or as updated in your account. You may cancel your subscription at any time before the next renewal date to avoid being charged for the next billing cycle.

5.3. Late Payments and Suspension

If your payment method is declined, or your payment is otherwise overdue, MarketAI reserves the right to suspend or terminate your access to the Services until the outstanding fees are paid in full. You agree to reimburse us for any costs associated with collecting delinquent payments, including reasonable attorneys' fees.

6. User Conduct and Responsibilities

As a condition of your use of the Services, you agree to:

Use the Services only for lawful purposes and in accordance with these Terms. Comply with all applicable laws and regulations, including, but not limited to, data privacy laws and intellectual property laws. Refrain from uploading, transmitting, or otherwise making available any content that is unlawful, harmful, offensive, or otherwise violates the rights of third parties. Not use the Services to infringe upon or misappropriate the intellectual property rights of others, including copyrights, trademarks, or trade secrets.

MarketAI reserves the right to investigate and take appropriate action, including suspending or terminating your account, if we believe that you have violated these Terms or any applicable laws.

7. Intellectual Property Rights

All intellectual property rights, including, but not limited to, copyrights, trademarks, trade secrets, and patents in and to the Services, including all content, software, and technology associated with the Services, are the exclusive property of MarketAI or its licensors. You acknowledge and agree that your use of the Services does not transfer to you any ownership or rights to the Services or its content. You may not use any MarketAI trademark, logo, or branding without our prior written consent.

8. Confidentiality

Both parties acknowledge that in the course of providing the Services, either party may disclose or receive confidential or proprietary information ("Confidential Information"). Each party agrees to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms and to protect such information from unauthorized disclosure. Confidential Information does not include information that is publicly available, independently developed without access to the disclosing party’s Confidential Information, or required to be disclosed by law.

9. User Content

You retain ownership of all content, data, and materials that you upload or submit to the Services (“User Content”). However, by submitting User Content, you grant MarketAI a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable license to use, copy, distribute, modify, display, and perform the User Content as necessary to provide the Services. You represent and warrant that you have all necessary rights and permissions to grant the foregoing license and that the User Content does not infringe the rights of any third party.

10. Data Protection and Privacy

We are committed to protecting your privacy. Our collection, use, and processing of personal data are governed by our Privacy Policy. By using the Services, you agree that MarketAI may collect, process, and store your personal information in accordance with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).You are responsible for complying with all applicable data protection laws when collecting, storing, or using personal data through the Services.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MARKETAI, ITS AFFILIATES, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MARKETAI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MARKETAI’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES EXCEED THE AMOUNT YOU PAID TO MARKETAI IN THE PREVIOUS TWELVE (12) MONTHS.

12. Indemnification

You agree to indemnify, defend, and hold harmless MarketAI, its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Services, your violation of these Terms, or your infringement of any third-party rights.

13. Termination

MarketAI reserves the right to suspend or terminate your access to the Services at any time, with or without cause and without prior notice, for any reason, including but not limited to your violation of these Terms. Upon termination, your right to use the Services will cease immediately. You will remain liable for any outstanding payments owed up to the date of termination.Termination of your access does not waive any rights or obligations accrued before termination.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in New York, NY, in accordance with its rules for commercial disputes. YOU AGREE THAT ANY CLAIMS OR DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND THAT YOU WILL NOT PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

15. Miscellaneous Provisions

Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and MarketAI concerning the use of the Services and supersede any prior agreements or understandings. Severability: If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.No Waiver: MarketAI's failure to enforce any provision of these Terms shall not constitute a waiver of such provision or any future enforcement thereof. Assignment: You may not assign or transfer any rights or obligations under these Terms without MarketAI’s prior written consent. MarketAI may freely assign or transfer these Terms without restriction.

16. Contact Information

If you have any questions or concerns regarding these Terms, please contact us at: MarketAI Solutions LLC

50 Horatio Street,

New York, NY 10014

Email: [email protected]