Terms of Service

1. INTRODUCTION

This Agreement sets out the general terms and conditions under which Combinely agrees to provide, and Customer and End User agree to receive and use, the Services. By accessing or using the Services, Customer and End User acknowledge that they have read, understand, and agree to be bound by this Agreement, Combinely's Privacy Policy, which is hereby incorporated into and made a part of this Agreement. Those who do not agree with the terms of this Agreement should not access or use the Services.

1.1 Authority. The individual agreeing to this Agreement represents to Combinely that they have the authority to bind Customer and any Affiliates to this Agreement.

1.2 End Users. To access or use the Services, an End User must sign up for an End User Account by registering for an account and providing their full legal name, a valid email address, and any other information required by Combinely to complete the registration process.

1.3 Relationship Between Customer and End User. The administrator of Customer's Account can modify or re-assign roles of End Users and otherwise exercise the rights granted to the Customer pursuant to this Agreement. If a Customer elects to replace the administrator of its Customer Account, such administrator must agree to take any actions reasonably necessary and requested by Combinely or Customer to facilitate such transfer of authority. When utilizing the Services under a Customer Account, End Users may submit Customer Data in and to the Services, such as messages, conversations or files, and Customer may provide Combinely with instructions on what to do with it.

2. USE AND ACCESS TO THE SERVICES

2.1 Accessing the Services. Access to the Services may be procured via an Order Form entered into by and between Customer and Combinely, or Customer may procure the Services (including purchasing additional End User subscriptions) through Combinely's websites and Customer Settings. Customer must purchase a subscription for each End User who accesses or uses the Services.

2.2 Customer's Responsibilities Regarding End Users. Customer is responsible for the conduct of its End Users and for ensuring that End Users abide by the terms of this Agreement at all times in connection with their use of the Services. It is Customer's responsibility to (i) inform End Users of any relevant Combinely policies, practices and settings that Customer elects to enforce related to its End Users' use of the Services; (ii) give all notices to, and obtain any rights, permissions or consents from its End Users that are necessary for Customer's lawful use of the Services and the Processing of Customer Data by or on behalf of Combinely in connection with Customer's use of the Services; and (iii) respond to and resolve any dispute between Customer and an End User related to or based on Customer Data and/or Customer's Processing of that Customer Data in connection with Customer's use of the Services.

2.3 Login Credentials. Customer and End User are responsible for all login credentials, including usernames and passwords, and Combinely shall not be liable for any damages or losses that may occur as a result of Customer's failure, or the failure of End Users, to maintain the confidentiality of their login credentials. End Users are not permitted to share or use the same login credentials to the Services. Combinely reserves the right to refuse registration of or cancel passwords it deems inappropriate. Customer is responsible for notifying Combinely at support@combinely.ai if it becomes aware of any unauthorized use of or access to its Customer Account or any End User Account.

2.4 Acceptable Use. In addition to complying with the other terms set forth in this Agreement, Customer and End User agree to (i) use the Services in compliance with all applicable laws and regulations.

2.5 Export Compliance. Customer and End User may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Customer represents that neither it nor any of its End Users are named on any U.S. government denied-party list.

2.6 Equipment. Customer shall be responsible for obtaining, maintaining and securing any Equipment used to access the Services.

2.7 Support and Maintenance. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Combinely or by third party providers, or because of other causes beyond Combinely's reasonable control, but Combinely shall use reasonable efforts to provide advance written notice of any scheduled service disruption. Combinely may access Customer Accounts or End User Accounts in order to respond to and resolve support requests.

3. CONFIDENTIALITY

3.1 Protection of Confidential Information. The Receiving Party agrees (i) to protect the confidentiality of Confidential Information using at least the same degree of care and discretion as it uses with its own Confidential Information, but in no event less than a reasonable degree of care; and (ii) not to disclose (except in performance of the Services or as otherwise permitted by this Agreement) to any third person any such Confidential Information without the express prior written consent of the Disclosing Party.

3.2 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent legally required in connection with any legal or regulatory proceeding, or where Combinely is the Receiving Party, in accordance with Combinely's Privacy Policy; provided, however, that in such event the Receiving Party will, when permitted by law, provide advance notice to the Disclosing Party.

3.3 Equitable Relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party may be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

4. DATA PROTECTION, USAGE AND FEEDBACK

4.1 Data Protection. Combinely shall implement and maintain technical, organizational, and physical measures designed to protect the confidentiality, integrity and availability of Customer Data in Combinely's possession, custody or control. The Parties agree to the terms of Combinely's Privacy Policy which is incorporated into this Agreement.

4.2 Usage Data. Notwithstanding anything to the contrary, Combinely shall have the right where permitted by law to collect, aggregate and analyze anonymized or de-identified data and other information relating to Customer and End Users' use of the Services, including, without limitation, information concerning Customer Data and data derived therefrom (collectively, "Usage Data"), and Combinely will be free during and after the Subscription Term to use Usage Data to analyze, support, develop, operate and improve the Services and other Combinely offerings and for other lawful business purposes.

4.3 Feedback. By submitting any feedback or suggestions regarding the Services, or sharing such feedback with any Representative of Combinely, Customer grants to Combinely an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use such feedback or suggestion(s) for any purpose and without any obligation or compensation to Customer, End User, or any other Customer Representative. No rights or licenses are granted except as expressly set forth herein.

5. FEES

5.1 Calculation of Subscription Charges. Customer may purchase the Services either through Combinely's website or by executing an Order Form. If the Parties execute an Order Form, Customer will make payment to Combinely in accordance with the terms of such Order Form. Subscription Charges are billed in advance and are nonrefundable unless otherwise stated herein.

5.2 Payment and Billing. Unless otherwise expressly set forth in this Agreement or an Order Form, all Subscription Charges are due in full upon commencement of the Subscription Term. Unless a substitute payment mechanism has been agreed to by Combinely, a valid credit card is required to subscribe to the Services and Customer authorizes Combinely to automatically charge Customer's selected payment method for Subscription Charges on or after the starting date of each subsequent Subscription Term unless Customer's subscription to the Services terminates as set forth in Section 6.2 below.

5.3 Taxes. Unless otherwise stated in an Order Form, Combinely's charges do not include any Taxes. Customer is responsible for paying Taxes assessed in connection with Customer's subscription to the Services except those assessable against Combinely as measured by its net income.

5.4 Billing Disputes. If Customer believes that Combinely has billed Customer incorrectly, Customer must contact Combinely no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Combinely's customer support department at support@combinely.ai.

6. TERM AND TERMINATION

6.1 Term. Subject to termination provisions below, Combinely shall provide the Services to Customer for the initial Subscription Term, which shall then be automatically renewed and extended for the same duration as the previous Subscription Term. Either Party may request termination at least thirty (30) days prior to the end of the then-current Subscription Term, and Customer may submit such request for termination by notifying Combinely at support@combinely.ai.

6.2 Termination. Either Combinely or Customer may terminate this Agreement if the other Party fails to cure any material breach of this Agreement within thirty (30) days after written notice to the other Party. Customer may terminate its subscription if it ceases its business operations or becomes subject to insolvency proceedings and such proceedings are not dismissed within sixty (60) days.

6.3 Data Export. Combinely will make all Customer Data available to Customer for electronic retrieval for thirty (30) days after termination. After such thirty (30) days, Combinely shall delete Customer Data in accordance with Combinely's Privacy Policy.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Of Combinely. The Services are made available on a limited access basis, and no ownership right is conveyed to Customers or End Users. Combinely owns and retains all intellectual property rights in and to (i) the Services (excluding only the Customer Data) and all trademarks, logos and service marks utilized by Combinely in connection with the delivery of the Services; (ii) all improvements, enhancements or modifications of the Services; and (iii) any Software, applications, inventions or other technology developed in connection with supporting the Services.

7.2 Of Customer. As between Customer and Combinely, Customer shall own all intellectual property rights in and to the Customer Data. Customer grants to Combinely on behalf of itself and its End Users a worldwide, non-sublicensable, non-transferrable (except to a permitted assignee of Combinely), non-exclusive, limited license to access, use, copy, reproduce, Process, adapt, distribute, publish, transmit, export and display the Customer Data as reasonably necessary (i) to provide, maintain and update the Services; (ii) to prevent or address service, security, support and technical issues; and (iii) as expressly permitted by this Agreement or by Customer in writing.

8. WARRANTY AND DISCLAIMER

8.1 Combinely Warranties. Combinely warrants that during an applicable Subscription Term, the Services will perform materially in accordance with the Documentation. Combinely's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Combinely to use commercially reasonable efforts to correct the reported non-conformity, or if Combinely determines such remedy to be impracticable, either party may terminate the Agreement and Customer will receive a pro-rata refund of any pre-paid, unused Fees for the terminated portion of the Subscription Term.

8.2 Customer Warranties. Customer warrants that it is entitled to transfer the Customer Data to Combinely so that Combinely and its authorized third party service providers may lawfully use, Process, and transfer the Customer Data in accordance with this Agreement on Customer's behalf. Customer agrees to comply with all applicable laws in its use of the Services.

8.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND COMBINELY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMBINELY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, VIRUS-FREE OR FREE FROM HARMFUL COMPONENTS.

9. INDEMNIFICATION

9.1 Combinely's Indemnification Obligations. Combinely will defend Customer Parties from and against any third party claim alleging that the Customer's use of the Services as contemplated under this Agreement violates the intellectual property rights of such third party and will indemnify the Customer Parties for damages awarded against the Customer Parties in connection with or as a result of such claim or any amounts paid by Customer Parties under a settlement approved by Combinely, including reasonable fees of attorneys engaged by Combinely in connection with the defense or settlement of such claim.

9.2 Customer's Indemnification Obligations. Customer will defend Combinely Parties from and against any third party claim, action, suit, proceeding or demand arising from or related to (i) Customer's or an End User's violation of applicable laws while using the Services; and (ii) any third party claim arising from or related to Customer Data, and will indemnify Combinely Parties for damages awarded against the Combinely Parties in connection with or as a result of such claim or any amounts paid by Combinely Parties under a settlement approved by Customer, including reasonable fees of attorneys engaged by Customer in connection with the defense or settlement of such claim.

10. LIMITATION OF LIABILITY

10.1 Exclusion Of Damages. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

10.2 Limitation Of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMBINELY'S AGGREGATE LIABILITY TO CUSTOMER, ITS AFFILIATES, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR PROFESSIONAL SERVICES FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

11. USE OF THIRD PARTY SERVICES

The Services allow for various Third Party Services to be used in connection with the Services. Customer's use of such Third Party Services, and any exchange of Customer Data between Customer and the provider of such Third Party Service is solely between Customer and the Third Party Service provider. Combinely does not warrant or support any Third Party Service or other non-Combinely product or service, regardless of whether such Third Party Service is promoted or made available through the Services or is designated by Combinely as "certified" or "working with" the Services. Customer acknowledges that providers of such Third Party Services may have access to Customer Data in connection with the interoperation and support of such Third Party Service with the Services and that, as between Customer and Combinely, Customer is solely responsible for reviewing and complying with such Third Party Service provider's terms of use, practices and policies.

12. MISCELLANEOUS

12.1 Governing Law; Venue. This Agreement and any disputes arising under it will be governed by the laws of the State of California without regard to its conflict of laws provisions, and Combinely, Customer and End User consent to the personal jurisdiction and venue of the state or federal courts located in San Francisco, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

12.2 Arbitration. Any dispute arising out of or in any way relating to this Agreement shall be resolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. The place of the arbitration will be San Francisco, California unless otherwise agreed upon by the Parties. The arbitration will be conducted in English.

12.3 Legal Notices. Combinely may provide general notices related to the Services that are applicable to Customer via email or notification within the Services and such notices shall be deemed to satisfy any legal requirement that notice be made in writing. Legal notices to Combinely shall be sent to: support@combinely.ai

12.13 Entire Agreement. This Agreement, including all attachments, policies, exhibits, addendums, and any Order Form(s) related hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous representations, understandings and agreements, whether written or oral, with respect to its subject matter.

13. Contact Us

If you have any questions about these Terms of Service, please contact us by email: support@combinely.ai