Terms & Conditions

1. "Affiliate" means any corporation, partnership, joint venture, or other entity that directly or indirectly controls, is controlled by, or is under common control with Customer or any entity in which Customer has at least 50% direct or indirect ownership at any time during the Subscription Term.
2. "Documentation" means the manuals, specifications, and materials describing the functionality, features, and operating characteristics of the Software provided by Infopine electronically or otherwise.
3. "End-User License Agreement" (EULA) means a separate software license agreement for certain software provided to Customer as part of the Subscription Services.
4. "Privacy Policy" means Infopine's data privacy policy as provided by Infopine electronically or otherwise.
5. "Software" means Infopine's cloud-based Pine AI software programs and applications.
6. "Order" refers generally and collectively to documents for services ordered by Customer, such as a Statement of Work.
7. "Professional Services" means platform configuration, website design, and user training provided pursuant to a Statement of Work.
8. "Service Level Agreement" (SLA) means the standard service levels set forth in Section 8 applicable to the Subscription Services.
9. "Statement of Work" (SOW) means the document setting forth the specifications for Services, Support Services, and/or Professional Services.
10. "Services" refer generally to all services provided by Infopine to Customer including Subscription Services, Support Services, and Professional Services.
11. "Subscription Order" means an order for Subscription Services setting forth the Services Customer wishes to obtain from Infopine.
12. "Subscription Services" means cloud-based Software provided by Infopine and Customer's access to such Software as set forth in this Agreement.
13. "Subscription Services License" means a limited use license for the ordered Subscription Services.
14. "Subscription Term" means the term during which Customer may access the Subscription Services.
15. "Support Services" means the maintenance and support services included with an Order for Subscription Services.
16. "Third Party Software" means software and services authored by a third party.
17. "User" means those individuals granted access to the Software by the Customer's administrator, including employees, consultants, contractors, agents, and approved third parties.

Only after Infopine has confirmed an Order, during the Subscription Term, Infopine agrees to provide Customer with the Subscription Services, Professional Services, and Support Services as set forth in each Order in accordance with this Agreement.

Support Services are included as part of the Subscription Services License and will be provided in accordance with the Support Level Agreement (SLA). Professional Services are optional and shall be set forth in an Order for Professional Services and corresponding SOW.

Pursuant to the terms of this Agreement and the applicable Subscription Order, Infopine shall provide Customer and Users with subscription-based access to the Pine AI Software as follows:

1. License Grant.

   After completion of any customization or configuration services, Infopine grants Customer and its Users a non-exclusive, non-transferable, worldwide right to access the Software for Customer's own business use.

2. Updates.

   During the Subscription Term, Infopine reserves the right to update Customer's Software at no cost, provided that Customer does not require additional Professional Services.

3. Users.

   Customer is responsible for each User's acts and omissions and remains liable for any breach of the Agreement.

4. New Features.

   Infopine may introduce New Features available under different pricing models or versions. Infopine reserves the right to update Customer's account, pricing model, or Software version to facilitate provision of such New Features.

5. Usage Restrictions.

   Customer shall not: gain unauthorized access; reverse engineer or decompile the Software; modify, adapt, or create derivative works; transmit libelous or unlawful material; or interfere with the integrity or performance of the Software.

6. Customer Liability for Affiliates and Users.

   Customer will be responsible for compliance with this Agreement by its Affiliates and any third-party Users.

1. Data Processing and Protection.

   Infopine shall process all personal data in accordance with this Section and the Privacy Policy. By entering into this Agreement, Customer agrees to be bound by the Privacy Policy's terms.

2. Security.

   Infopine shall maintain appropriate administrative, physical, and technical safeguards for the security, confidentiality, and integrity of Customer Data.

3. Log-ins and Passwords.

   Customer agrees to hold all associated log-ins and passwords in confidence and shall take all reasonable steps to ensure provisions of this section are not violated.

4. Customer Data.

   Customer is responsible for the accuracy, completeness, and any output from the Software. Infopine will neither have responsibility to review, nor any liability for, any information posted by Customer or its Users.

5. Compliance with Law.

   Customer's access to the Software will comply with all applicable local, state, federal, and international law, including those related to data privacy and exportation of technical or personal data.

Customer shall pay the fees associated with the applicable Services in an Order ("Fees") as set forth below.

1. Invoicing.

   Unless otherwise specified: Customer shall pay all Subscription Fees at the beginning of the Subscription Term on a monthly basis no later than fifteen (15) days from invoice date. A late payment charge of 1.5% per month begins on the sixteenth day. If fees are not paid within thirty (30) days, Infopine may suspend Services. Credit card payments are subject to an additional 3.5% processing fee.

2. Taxes.

   Fees do not include applicable taxes. Customer is responsible for all sales, use, rental, customs, or other applicable taxes, except taxes based on Infopine's income.

3. Purchase Orders / Payment Processors.

   Customer's failure to submit a required purchase order does not excuse payment. Customer bears all costs of any third-party invoice processors.

4. Fee Increases.

   Infopine may increase Subscription Fees not more than twice per twelve-month period, with sixty (60) days prior written notice to Customer.

1. Term.

   The Agreement begins on the Effective Date and continues until all Orders have expired or been terminated.

2. Subscription Term.

   Each Subscription Order begins on the Start Date and automatically renews unless Customer provides sixty (60) days written notice of termination prior to expiration.

3. Termination for Material Breach.

   Either party may terminate the Agreement for a material breach not cured within thirty (30) days after written notice. If terminated due to Infopine's breach, Infopine will refund all unearned Fees within thirty (30) days.

4. Termination for Bankruptcy.

   Either party may terminate if the other becomes insolvent or ceases to do business.

5. Effect of Termination.

   Upon termination, Customer's access to the Services ends. Customer is granted access to all Customer Data for thirty (30) days after the effective date of termination.

6. Survival.

   Sections 1, 4, 5, 7, 9, 11, 12, and 13 survive expiration or termination.

1. Confidential Information.

   Each party agrees to hold Confidential Information received in confidence and use it only for purposes of the Agreement. Infopine Confidential Information includes the Software, Services, Fees, intellectual property, and security assessments. Customer Confidential Information includes Customer Data.

2. Standard of Care.

   Each party shall use at least the same degree of care to safeguard the other's Confidential Information as it employs for its own, and no less than reasonable care. All third persons engaged shall comply with this Section.

3. Exclusions.

   Confidentiality obligations do not apply to information that is in the public domain, was in the receiving party's possession before disclosure without confidentiality obligations, is received from a third party with lawful right to disclose, or is independently developed by the receiving party.

4. Unauthorized Access.

   Each party shall promptly notify the other of any material unauthorized possession or use of Confidential Information and cooperate to prevent recurrence.

Service Credit Claims

Infopine has sole discretion to determine whether a Service Level has been met. Customer must notify Customer Support of an Incident within five business days, submit a Claim within two business days, and provide sufficient evidence within thirty (30) days of the Incident.

SLA Exclusions

This SLA does not apply to issues due to:

• Factors outside Infopine's reasonable control, including third-party hosting outages or Force Majeure events;
• Actions, inactions, or misconduct of Customer or third parties;
• Customer's use of the Service after Infopine advised modification;
• Scheduled Downtime (maintenance or upgrades);
• Beta and trial services;
• Failure or deficient performance of equipment not provided by Infopine;
• Customer's or third-party hardware or software.

Monthly Uptime Service Levels

Service Credits are Customer's sole financial remedy for any SLA violation and shall not exceed Customer's monthly service fees in any calendar month.

1. Infopine Ownership.

   Infopine retains all ownership, title, and intellectual property rights in the Software, Services, and all related materials, including patents, trademarks, copyrights, and trade secrets. Customer acquires no rights except those expressly granted in this Agreement.

2. Customer Ownership.

   Infopine acquires no right, title, or interest in Customer Data. Customer grants Infopine a limited, royalty-free, non-exclusive, non-transferable license to process Customer Data solely as necessary to provide the Services.

1. Mutual Representations and Warranties.

   Each party represents it is duly organized, validly existing, has full authority to enter into this Agreement, and that the Agreement constitutes a valid, binding obligation enforceable in accordance with its terms.

2. Infopine Warranties.

   Infopine warrants the Software will perform materially per Documentation, Services will be performed in a timely, professional manner, Documentation will be reasonably updated, and that the Software does not knowingly contain malicious code.

3. Customer Acknowledgements.

   Customer accepts responsibility for selecting the Services to achieve its intended results and for obtaining all necessary rights and consents to enter Customer Data into the Software.

1. Infopine Indemnification.

   Infopine will defend Customer against third-party claims alleging that the Software, when used as authorized under the Agreement, directly infringes such third party's patents, copyrights, or trademarks, and will indemnify Customer from finally awarded damages and costs.

2. Notice of Obligation.

   Customer must promptly notify Infopine in writing of any claim, grant Infopine sole control of the defense, and reasonably cooperate with Infopine in facilitating settlement or defense.

3. Replacement Software.

   If the Software becomes subject to an infringement claim, Infopine may procure continued use rights, replace or modify the Software at no cost, or terminate the Agreement and provide a pro-rated refund.

4. Customer Indemnification.

   Customer will indemnify Infopine and its Affiliates from claims arising from use of the Software in violation of this Agreement, breach of any express warranty, or violation of third-party intellectual property rights.

1. Public Announcement.

   Unless otherwise agreed, Customer grants Infopine the right to use Customer's name, logo, and trademarks in press releases, sales presentations, and on its website to identify Customer as a customer of Infopine.

2. Relationship of the Parties.

   The parties are independent contractors. The Agreement creates no agency, partnership, joint venture, employer-employee, or similar relationship between the parties.

3. Notice.

   Any required notice will be deemed sufficient when delivered by hand, email, courier, or five (5) days after sending by certified mail.

4. Governing Law & Dispute Resolution.

   This Agreement shall be construed under the laws of the United States and the State of Delaware. All proceedings shall be litigated exclusively in courts located in Delaware.

5. Assignment.

   Neither party may assign the Agreement without prior written consent, except in connection with a merger, sale of controlling interest, or change of control. The Agreement binds permitted successors and assigns.

6. Force Majeure.

   Neither party will be in default for any delay or failure arising from acts of God, earthquakes, floods, fires, epidemics, riots, or failures in transportation or communications beyond its reasonable control.

7. Injunctive Relief.

   A breach of Sections 4 or 7 may cause irreparable harm for which monetary damages are not adequate. The non-breaching party is entitled to seek injunctive relief without proving actual damages or posting bond.

8. Further Assurances.

   The parties shall reasonably cooperate to provide further assurances as required to evidence the intent and obligations of the Agreement.

9. Entire Agreement.

   The Agreement supersedes all previous discussions, negotiations, and agreements with respect to its subject matter. No changes will be recognized unless incorporated by amendment signed by duly authorized representatives of both parties.

10. Waiver.

    A waiver of any breach does not constitute a waiver of any subsequent breach of the same or any other provision.

11. Unenforceability.

    If any provision is held unenforceable, the remainder of the Agreement stays in full force and effect. The applicable adjudicator shall modify the provision to the extent necessary to render it enforceable.