Terms of Service

We provide an App to Clients that powers AI copilot, search, and chat experiences for software products in ecommerce to enable new, more efficient methods for End Users to find, research and buy products on their websites.

If you purchase or use our Services, you're doing so through Conversant AI, and such purchase and/or use is subject to this Agreement; provided, that if you've entered into a separate agreement or order form with us governing the purchase or use of our Services, such separate agreement or order form will govern in the event of a conflict with this Agreement.

The Platform is separate from the Services provided to Clients, and is provided on the Marketplace Site. The Platform is a web-based first party product search marketplace which powers AI search, chat, and copilot experiences for Marketplace Customers. “Marketplace Customers” are individuals seeking to purchase, obtain, use, or research products offered by Sellers (the “Products”), and “Sellers” are either (i) Clients, or (ii) individuals and/or businesses who offer Products that Conversant AI has integrated into the Marketplace Site for Marketplace Customers to research through the Platform. For clarity, not all Clients will include their Products on the Marketplace Site as Sellers and not all Sellers will be Clients. Marketplace Customers and Sellers together are hereinafter referred to as “Marketplace Users.” If you separately agree to purchase from or sell to another Marketplace User, you and such other Marketplace User form a separate agreement directly between the two of you that does not concern Conversant AI, as set forth in more detail in Section 4 below.

SELLERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF CONVERSANT AI. CONVERSANT AI DOES NOT EMPLOY SELLERS TO PERFORM ANY SERVICES. MARKETPLACE USERS HEREBY ACKNOWLEDGE THAT CONVERSANT AI DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A SELLER'S WORK AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE PRODUCTS AND THE SERVICES PROVIDED BY SELLERS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.

The Conversant AI Platform enables AI Search, coordination, research, and communication between Marketplace Users for Products offered by Sellers. Conversant AI is not responsible for the performance or communications of Marketplace Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Products or Marketplace Users, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Marketplace Users. Conversant AI makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the results of the Services it provides on the Platform, the Products requested or Products provided by, or the communications of or between, Marketplace Users identified through the Conversant AI Platform, whether in public, private, or offline interactions or otherwise howsoever.

You must register with Conversant AI and create an account to use the Services or the Platform (other than use of the Sites or App and the App's AI Functions that are accessible without registration) (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name and email address. By using the Services or the Platform, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. Prior to allowing any of your End Users to access or use the Services, you must prominently display or require acceptance by your End Users of binding terms of service governing their use of the Services that are consistent in all material respects with these Terms of Service. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Conversant AI for accessing the Services and/or the Platform. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Conversant AI has no control over the Services or Platform through use of your Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Conversant AI immediately.

The person signing up for the Services and/or Platform will be the contracting party (“Account Owner”) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services and/or Platform; provided, however, that if you are signing up for the Services and/or Platform on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.

You understand that you are not buying directly from Conversant AI, but from the Sellers, an independent party. Conversant AI does not manufacture, store or inspect the Products sold through the Conversant AI Platform and does not warrant that the quality of such Products or other material purchased or obtained by you will meet your expectations. Any legal claim related to a Product you purchase must be brought directly against the Sellers. You release Conversant AI from any claims related to the Products sold through the Conversant AI Platform, including for defective items, misrepresentations by the Sellers, or items that caused physical injury (like product liability claims).

All orders are subject to availability and all prices advertised are subject to such changes. The Sellers reserve the right to refuse any order or other request made by another Marketplace User. The Marketplace Customer will be routed to the Sellers' separate third party website to make any purchases of Products researched and identified on the Platform.

By placing a Product on the Conversant AI Platform, the Sellers certify that they have provided accurate item descriptions, returns and shipping policies to the Marketplace Customers. However, typographical errors, inaccuracies or omissions relating to Product descriptions, pricing, offers, shipping charges, transit times and availability may occur. We undertake no obligation to update, amend or clarify information in the Conversant AI Platform or on any related website, including without limitation, pricing information, except as required by law. We are not responsible if information on the Conversant AI Platform is not accurate, complete or current. Any reliance on the Product information is at your own risk.

Marketplace Users of the Conversant AI Platform contract directly with other Marketplace Users. Each Seller provides pricing through the Conversant AI Platform, however payment for Products is made directly from the Marketplace Customer to the Seller via a third party platform, and not by or through Conversant AI. Marketplace Customers will be solely responsible for paying for each Product and Conversant AI is not obligated to pay Sellers for Marketplace Customer's failure to pay.

All prices and fees displayed on the Services or the Platform are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us, and will be calculated at the time a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

Conversant AI may offer a free or trial version of the Services (“Free Services”) from time to time. If you register for Free Services, Conversant AI will make such Free Services available to you free of charge until the earlier of (a) the start date of any paid subscription for a paid version of such Free Services, if applicable, or (b) termination of the Free Services by Conversant AI at its sole discretion. Additional terms and conditions may appear on the registration Site for a Free Service and any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

“AI Functions” is defined as features and capabilities offered as part of the Services and/or Platform that utilize artificial intelligence, machine learning or similar technologies developed by Conversant AI and/or Conversant AI's third-party providers. Conversant AI and its licensors exclusively own all right, title, and interest in and to the Al Functions, including all associated intellectual property rights.

“User Content” is defined as any content, information, and materials that may be textual, audio, or visual that you or any of your End Users provide, submit or upload to the Services and/or Platform for use with AI Functions. When you provide User Content for use with Al Functions, you will receive output generated and returned by the Al Functions (“Output,” and together with User Content, “Al Content”).

You are solely responsible for your User Content, including compliance with applicable laws and the Agreement. To the extent that any User Content contains personal data of any individuals, you are responsible for making sure that you have the appropriate permission and legal basis for us to collect and process information about those individuals. You authorize Conversant AI and its third-party providers to process your User Content to provide you with the Al Functions. You agree that Conversant AI may use subprocessors to provide the AI Functions to you. You acknowledge and agree that Conversant AI:

• Is not involved in the creation or development of User Content.
• Disclaims any responsibility for User Content or any personal data included in User Content.
• Cannot be liable for claims arising out of or relating to User Content, including any personal data included in User Content.
• Is not obligated to monitor, review, or remove User Content, but reserves the right to limit or remove User Content on the Services or the Platform at its sole discretion.

You hereby represent and warrant to Conversant AI that your User Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with Conversant AI or purport that you are authorized to act as a representative or agent of Conversant AI; and (viii) will not create liability for Conversant AI or cause Conversant AI to lose (in whole or in part) the services of its ISPs or other suppliers.

By making available any User Content through the Services and/or the Platform, you hereby grant to Conversant AI a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content on, through or by means of the Services and/or Platform, including processing, storing, and otherwise using such Al Content to further train, develop, enhance, and improve the Services, the Platform, and the AI Functions. In addition to the uses set forth above, we may also use anonymized, aggregate usage and system data from the Services, the Platform, and AI Functions for any business purpose. You expressly acknowledge and agree that we may share your User Content with third party services, including but not limited to OpenAI, L.L.C., and that we expressly disclaim any and all liability in connection therewith. Conversant AI has no obligation to report on the use of User Content except as set forth in Section 14 (Confidential Information). We do not claim any ownership rights in any User Content, and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Content.

We make no representations or warranties with respect to the accuracy of the Output, and you should not rely on any Output including, without limitation, Output that purports to provide legal, medical or financial advice, without independently confirming their accuracy.

The Output generated by the Services or Platform may be similar or identical to the Output generated by the Services or Platform for other users. You acknowledge that you have no right, title or interest in or to Output that the Services generate for you or any End Users.

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Services, the Platform, or any Output from the AI Functions:

• for any unlawful purpose;
• to conduct any unlawful acts or solicit others to perform or participate in any unlawful acts;
• to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
• to use the Services or Platform for any purpose or in any manner that infringes upon or violates the rights, including but not limited to intellectual property rights, of us or any third party;
• to harass, abuse, insult, harm, defame, slander, stalk, threaten, disparage, intimidate, discriminate in any way, including, but not limited to, discrimination based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability, or otherwise violate the legal rights (such as of privacy or publicity) of any other users of the Services, Platform, or Conversant AI's employees, affiliates, or partners or the employees, affiliates, or partners of any other platform or integration with which Conversant AI does business;
• to submit false or misleading information;
• to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services, the Platform, or of any related website, other websites, or the Internet;
• for any obscene or immoral purpose;
• to interfere with or circumvent the security features of the Services, the Platform, or any related website, other websites, or the Internet;
• to interfere with or carry out any activity that threatens the performance, security, or proper functioning of the Services or the Platform;
• to attempt to compromise the system integrity or security or decipher any transmissions to or from the servers running the Services or the Platform;
• to attempt to access unauthorized Accounts or to collect or track the personal information of others;
• to abuse any trial offerings with respect to the Services or the Platform;
• to abuse any rebate offerings with respect to the Services or the Platform;
• in any way that violates the policies of any other platform or integration with which Conversant AI does business;
• to copy, distribute, or disclose any part of the Services or the Platform in any medium other than as allowed by the Services, the Platform, and these Terms of Service;
• to use any automated system (other than any functionalities of the Services or the Platform), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services or the Platform;
• to transmit spam, chain letters, or other unsolicited email or attempt to phish, pharm, pretext, spider, crawl, or scrape;
• to impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide, or attempt to hide your identity;
• to attempt to decipher, decompile, disassemble, or reverse engineer any of the software or algorithms used to provide the Services or the Platform;
• to develop any artificial intelligence or machine learning models that compete with Conversant AI or the AI Functions or develop any internal models intended to replace your use of Conversant AI's Services;
• to mislead any person that Output from the Services or the Platform was solely human-generated;
• in a manner that violates any technical documentation, usage guidelines, or parameters;
• to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; or
• to encourage or enable any other individual to do any of the foregoing.

We reserve the right to terminate your use of the Services, the Platform, or any related website for violating any of the prohibited uses.

You also agree not to misuse our Services or the Platform, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not do any of the following while accessing or using the Services or the Platform: (1) access, tamper with, or use non-public areas of the Services, Platform, or Conversant AI's computer systems; (2) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (3) access or search or attempt to access or search the Services or Platform by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Conversant AI and third-party integrations authorized by us (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Conversant AI; (4) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services or Platform to send altered, deceptive or false source-identifying information; or (5) interfere with, or disrupt (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services or Platform, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services or Platform.

We preserve the right to limit access to the Services and Platform for users whose actions result in degrading the experience of other users of the Services or the Platform, Conversant AI's employees, affiliates, or partners or the employees, affiliates, or partners of any other platform or integration with which Conversant AI does business.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (1) satisfy any applicable law, regulation, legal process or governmental request, (2) enforce these Terms of Service, including investigation of potential violations hereof, (3) detect, prevent, or otherwise address fraud, security or technical issues, (4) respond to user support requests, or (5) protect the rights, property or safety of Conversant AI, its users and the public. Conversant AI does not disclose personally-identifying information to third parties except in accordance with our Privacy Policy.

You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services and/or the Platform, and (ii) you will fulfill the commitments you make to other Marketplace Users, (iii) you will act professionally and responsibly in your interactions with other Marketplace Users, if applicable, and (iv) when using or accessing the Services or Platform, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.

You are responsible for determining whether the Services and/or Platform are suitable for you to use in light of any applicable regulations such as EU Data Privacy Laws or other laws. If you are subject to regulations and you use the Services or Platform, then we will not be liable if our Services or Platform do not meet those requirements. You may not use the Services or Platform for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce. You are also responsible for notifying your End Users of data collection in connection with the Services, as required by applicable law.

If you are located in the European Economic Area (“EEA”) or serve end-users in the EEA market, you represent and warrant that in using the Services or Platform, you:

• Will obtain consent or use any other available, legally valid mechanism to (i) transfer data to Conversant AI and (ii) cause such data to be processed;
• Will comply with your posted privacy policy;
• Have collected, stored, used, and transferred all data relating to any individual in compliance with all applicable data protection laws and regulations, and have the necessary permission to allow Conversant AI to receive and process such data on your behalf;
• Acknowledge that Conversant AI acts as the processor of such data and you remain the controller of such data for purposes of all applicable data protection or privacy laws and regulations;
• Agree not to use the Services and/or the Platform to collect, manage or process sensitive customer information, for which Conversant AI will bear no responsibility or liability; and
• Agree to indemnify and hold Conversant AI and its officers and directors harmless from any claims, demands, and losses, including attorney's fees, arising out of your breach of any part of the representations and warranties in this Section 8.

You hereby warrant and represent that, other than as fully and promptly disclosed to Conversant AI as set forth below, you do not have any motivation, status, or interest that Conversant AI may reasonably wish to know about in connection with the Services or Platform, including without limitation, if you are using or will or intend to use the Services or Platform for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Conversant AI in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Services or Platform.

Additional Representations and Warranties for Sellers

By registering or using the Conversant AI Platform to offer, post, or provide Products, as a Sellers, you represent and warrant that you, and your employees and assistants who may perform work for you, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which you may be subject in the jurisdiction(s) in which you offer your Products and in relation to the specific job you are performing. Sellers additionally represent and warrant that you will provide timely, high-quality services to your Marketplace Customers, you will only offer and provide services or products for which you have the necessary skills, expertise and, if applicable, license, and you will provide the Products safely and in accordance with all applicable laws, and that you have the legal right to work in the country in which you are providing the Products.

By installing the App, you consent to the installation of the App and any updates or upgrades that are released through the Services or Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with Conversant AI's servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored on your devices, and (iii) collect personal information as set out in our Privacy Policy. You can uninstall the App, at any time, but in doing so you will be unable to utilize the Services or Platform.

Unless otherwise agreed to in writing between you and Conversant AI, either party may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Services or Platform to do so (if applicable and available) or by written notice to info@conversant.ai. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services or Platform. The provisions of these Terms of Service which by their intent or meaning are intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive any termination of these Terms of Service and any termination of your use of or subscription to the Services or Platform and shall continue to apply indefinitely.

We reserve the right to refuse the Services and access to the Platform to anyone for any reason at any time. Conversant AI may terminate or limit your right to use the Services or Platform in the event that we are investigating or believe that you have breached any provision of this Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice. If Conversant AI terminates or limits your right to use the Services or Platform pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Even after your right to use the Services or Platform is terminated or limited, this Agreement will remain enforceable against you. Conversant AI reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 17 of these Terms of Service.

Conversant AI reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services or Platform at its sole discretion. Conversant AI is not liable to you for any modification or discontinuance of all or any portion of the Services or Platform. Conversant AI has the right to restrict anyone from completing registration as a user if Conversant AI believes such person may threaten the safety and integrity of the Services or Platform, or if, in Conversant AI's discretion, such restriction is necessary to address any other reasonable business concern.

Following the termination or cancellation of your Account (as defined above), we reserve the right to delete all your data, including any User Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or cancelled.

The Services and Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Conversant AI or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services and/or Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Conversant AI does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Conversant AI is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Conversant AI has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Services and/or Platform at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Conversant AI expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services or Platform. You hereby agree to hold Conversant AI harmless from any liability that may result from the use of links that may appear on the Services or Platform.

As part of the functionality of the Conversant AI Platform, you may link your Account with online accounts you may have with third-party service providers (such as Google) (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Conversant AI Platform; or (ii) allowing Conversant AI to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Conversant AI and/or grant Conversant AI access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Conversant AI to pay any fees or making Conversant AI subject to any usage limitations imposed by such third-party service providers. By granting Conversant AI access to any Third-Party Accounts, you understand that (1) Conversant AI may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Conversant AI Platform via your Account, including without limitation any friend lists, and (2) Conversant AI may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your Account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Conversant AI Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Conversant AI's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Conversant AI Platform. You will have the ability to disable the connection between your Account on the Conversant AI Platform and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS. Conversant AI makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Conversant AI is not responsible for any SNS Content.

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content, including Output, that users see or read through the Services and/or Platform, excluding User Content or any Output containing User Content (collectively “Proprietary Material”) is owned by Conversant AI. You hereby grant Conversant AI a non-exclusive license to use User Content or any Output containing User Content in order to provide the Services and Platform. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Conversant AI owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services or Platform without Conversant AI's express prior written consent and, if applicable, the holder of the rights to the User Content.

Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Conversant AI and, if applicable, the holder of the rights to the User Content.

The service marks and trademarks of Conversant AI, including without limitation Conversant AI and Conversant AI logos, are service marks owned by Conversant AI. Any other trademarks, service marks, logos and/or trade names appearing via the Services or Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services and/or Platform, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Conversant AI under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Conversant AI does not waive any rights to use similar or related Feedback previously known to Conversant AI, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.

Subject to the terms and conditions hereof, you are hereby granted a limited, nonexclusive, nontransferable, freely revocable, license to access and use the Services and/or Platform. We may terminate this license at any time for any reason or no reason. The Services, Platform, and all materials therein or transferred thereby, including, without limitation, any Output, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Services and/or Platform, and copyrights, excluding any User Content or any Output containing User Content (the “Conversant AI Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Conversant AI or, as applicable, its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services or Platform. Use of the Conversant AI Content or materials on the Services or Platform for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Your use of the Services or Platform and the relating licenses granted hereunder are also conditioned upon your strict adherence to the letter and spirit of the various applicable guidelines and any end user licenses associated with your use of the App. Conversant AI may modify such guidelines in its sole discretion at any time. Conversant AI reserves the right to terminate your Account and access to the Services and Platform if it determines that you have violated any such applicable guidelines.

Conversant AI respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services or Platform infringe upon your copyright or other intellectual property right, please send the following information to Conversant AI's Copyright Officer at Conversant AI, Inc., 220 State Street, Suite G, Los Altos, CA 94022; email: copyright@conversant.ai:

• A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Services or Platform where the material you claim is infringed is located. Include enough information to allow Conversant AI to locate the material, and explain why you think an infringement has taken place;
• A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
• An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Conversant AI and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services and/or Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Conversant AI in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Conversant AI upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Conversant AI's trade secrets, confidential and proprietary information, and all other information and data of Conversant AI that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Conversant AI or Conversant AI's business, operations or properties, including information about Conversant AI's staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

THE SERVICES AND/OR PLATFORM ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CONVERSANT AI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE RELIABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES, THE PLATFORM, ANY CONTENT PROVIDED THROUGH THE SERVICES OR PLATFORM, OR THE CONTENT OF ANY SITES LINKED TO OR FROM THE SERVICES OR PLATFORM, AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) BUGS, ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES OR PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, BUSINESS INFORMATION, AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

ALL FREE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. FREE SERVICES MAY BE SUSPENDED, TERMINATED, OR DISCONTINUED AT ANY TIME AND FOR ANY REASON (OR NO REASON). CONVERSANT AI DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT (INCLUDING LIABILITY OTHERWISE PROVIDED FOR UNDER THIS SECTION 15) FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A FREE SERVICE, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO USER CONTENT. ANY CONFIGURATIONS OR USER CONTENT ENTERED INTO A FREE SERVICE, AND ANY CUSTOMIZATIONS MADE TO A FREE SERVICE BY OR FOR YOU, MAY BE PERMANENTLY LOST IF THE FREE SERVICE IS SUSPENDED, TERMINATED, OR DISCONTINUED.

CONVERSANT AI DOES NOT MAKE ANY WARRANTY REGARDING THE RESULTS OBTAINABLE FROM USING AI FUNCTIONS OR THE ACCURACY OR SUITABILITY FOR YOUR NEEDS OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, MATERIALS, CONTENT, DESIGNS, WORKFLOWS/PROCESSES, CODE, OR OTHER DATA) OBTAINED THROUGH AI FUNCTIONS. YOU UNDERSTAND AND AGREE THAT ANY SUCH INFORMATION OBTAINED THROUGH USING AI FUNCTIONS IS AT YOUR SOLE RISK. DO NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENT FACT-CHECKING. DO NOT RELY ON INFORMATION, CONTENT, MATERIALS, DESIGNS, WORKFLOWS/PROCESSES, OR CODE IN OUTPUT WITHOUT INDEPENDENT REVIEW OF FUNCTIONALITY AND SUITABILITY FOR YOUR NEEDS. NO SUCH INFORMATION, SUGGESTIONS, OR OUTPUT, OBTAINED BY YOU FROM CONVERSANT AI OR THROUGH AI FUNCTIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

CONVERSANT AI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT ADVERTISED, USED, OR DISPLAYED ON THE PLATFORM.

UNDER NO CIRCUMSTANCES WILL CONVERSANT AI AND AFFILIATES OR THEIR CORPORATE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY CONVERSANT AI, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES OR PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT CONVERSANT AI AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO CONVERSANT AI DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

You hereby agree to indemnify, defend, and hold harmless Conversant AI and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Services, Platform, or Output, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any user or third party and (iv) any content submitted by you or using your Account to the Services or Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure. Conversant AI reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Conversant AI.

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND CONVERSANT AI CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND CONVERSANT AI TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to your use of the Services or Platform, you will contact us at info@conversant.ai and you and Conversant AI will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.

Binding Arbitration

You and Conversant AI agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services or Platform (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Conversant AI both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Conversant AI in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver

You and Conversant AI agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Conversant AI both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Conversant AI agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person's claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution' section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process

A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure

Unless you and Conversant AI agree otherwise, the seat of the arbitration shall be in Los Altos, California. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Conversant AI submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator's Decision and Governing Law

The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant's individual claim.

Fees

Each party's responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

Except as provided in Section 17 or expressly provided in writing otherwise, this Agreement and your use of the Services and Platform will be governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement.

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

Failure by Conversant AI to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Conversant AI with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 17, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Conversant AI, its successors and assigns.

Conversant AI reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Services, Platform or any content or information through the Services or Platform at any time, effective with or without prior notice and without any liability to Conversant AI. Conversant AI will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services and/or Platform. Your continued use of the Services or Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Conversant AI may also impose limits on certain features or restrict your access to part or all of the Services or Platform without notice or liability.

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

If you have any questions about these Terms of Service or about the Services or Platform, please contact us by email at info@conversant.ai or by mail to Conversant AI, Inc., 220 State Street, Suite G, Los Altos, CA 94022.