Terms of Use

Last updated: December 20, 2022

Please read these Terms of Use carefully because they contain important information concerning your rights and obligations (as well as limitations or exclusions) arising from your access to and/or use of the Services. DO NOT REGISTER AN ACCOUNT OR USE THE PLATFORM OR SERVICES IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THESE TERMS OF USE.

If you have any questions about our Terms of use, please contact us at compliance@abstrakt.ai.

1. Acceptance of Terms of Use.

These terms of use are entered into by and between you and Abstrakt Corp. (“Abstrakt”, “we”, “us”, or “our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use” or “Agreement”), govern your access to and use of Abstrakt.ai (“Site”), including any content, functionality, and services offered on or through a desktop or mobile application (“Application,” and collectively with the Site, the “Platform”) or the Site.

This Terms of Use applies to you if you are a person or entity purchasing the Services (“Customer”), an employee, agent, personnel, or representatives of the Customer (“Authorized User”), or a visitor to our Site (“Visitor”), and prospect, customer of our Customer, or any other individual engaging with our Customer using the Platform or Services (“Prospect”). “You” or “User” refers to a Customer, Authorized User, Visitor, or Prospect.

Please read the Terms of Use carefully before you start to use the Platform. By (i) accessing, browsing, subscribing to, and using the Platform; and (ii) by using the Abstrakt’s software as a service, associated content, any services described in an order form, or any customizations made to the services provided or offered by Abstrakt via the Platform (collectively, the “Services”), you signify that you have read, understood, and agree to be bound by the terms and conditions of this Terms of Use, and that you will comply with all applicable laws and regulations. You represent and warrant that you have full legal authority to enter into this Terms of Use on behalf of yourself or such Customer and are able to bind such employer or other entity to the terms and conditions of these Terms of Use. This Agreement incorporates the Abstrakt Privacy Statement located at [abstrakt.ai/privacy-policy/], Terms of Use, and any other specific terms and conditions of any Order Form accepted by Abstrakt, as applicable.

Please read the Terms of Use carefully before you start to use the Platform. If you are using the Platform and Services as Customer, please review the terms of Section 4 carefully. If you are using the Services as an Authorized User, please review the terms of Section 5 carefully. If you are using the Services as a Prospect, please review the terms of Section 6 carefully. By using the Site or Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Statement. If you do not agree to all provisions of these Terms of Use, do not use the Site, Application, or the Services.

As a User, you assume all knowledge of applicable law and are responsible for compliance with any such laws. You may not use the Platform or Services in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agrees not to engage in conduct that utilizes the Services or Platform in a manner that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international laws or regulations.

2. Access Grant, Registration, Accounts, and Passwords.

a)Provisions of Access.

Subject to this Agreement, we provide you with access to the Services and Platform solely for your use of the Services. This Agreement and the access provided hereunder are non-transferable, except as expressly provided herein. We retain all rights not expressly granted to the User pursuant to this Agreement and any order form.

b) User Access of the Services.

To access the Site or Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site or Services that all the information you provide is correct, current, and complete. We may terminate your access to our Site and to the Services if we learn that you have provided us with false or misleading registration data. You agree that all information you provide to register with this Site or otherwise, is governed by our Privacy Statement located at [abstrakt.ai/privacy-policy/], and you consent to all actions we take with respect to your information consistent with our Privacy Statement. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Site, Application, or portions of it using your user name, password, or other security information. You are solely responsible for maintaining the confidentiality of your password and account, and you are solely responsible for all use of your password or account, whether authorized by you or not. We cannot and will not be liable for any loss or damage arising from your failure to comply with the terms of this Agreement. You will immediately notify Abstrakt of any suspected or alleged violation of these Terms of Use, including any unauthorized use of any password or account information, or any other known or suspected breach of security. You further agree to cooperate with Abstrakt with respect to investigation or suspected or alleged violation of this Terms of Use.

c) Use of the Services.

Nothing on the Sites or Application will be considered an endorsement, recommendation, representation, or warranty with respect to any Customer, End User, or third party, whether in regards to its website, products, services, experience, or otherwise.

d) Call Recordings.

Customers may elect to record calls between its Authorized Users and its Prospects or customers. A Customer may utilize our Services and Platform to collect a digital recording of the telephone conversation. Personal Information revealed during a telephone call may be digitally recorded, such as name and contact details in order to deliver the appropriate services. Occasionally Personal Information may be recorded where an individual voluntarily discloses health, financial, location, or other information to support their request for services. Customer agrees that it is solely responsible and will take all actions necessary to comply with laws applicable to the type of Personal Information collected by such Customer and its Authorized Users while utilizing the Services and Platform.

Call recordings may be used by the Customer:

to assist in the quality monitoring of Authorized User performance
to investigate and resolve complaints
to identify training needs
to ensure the Customer is able to monitor and adhere to quality standards

We may be required or permitted by law to disclose a call recording that includes a Prospect’s personal data without the Prospect’s explicit consent in connection with an investigation or pursuant to certain Data Protection legislation in order for to respond to a complaint or issue. For example we may have a legal obligation to release information for law enforcement, safeguarding investigations, regulation and licensing, or court proceedings. You have a number of rights in relation to your Personal Information. Please refer to our Privacy Statement [abstrakt.ai/privacy-policy/] for information regarding your rights in relation to your Personal Information.

Customer agrees that it will not use or cause its Authorized User’s to use the Platform or Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the consent to record conversations). Customer further agrees that it will take all steps necessary to obtain consent to record telephone conversations to the extent required by any applicable federal, state, local, or international law or regulation.

e) Modification of Services.

We reserve the right to withdraw or amend the Site, Application, and any Services we provide at any time. We will not be liable if all or any part of the Site is unavailable for a period of time. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users. You are responsible for making all arrangements necessary for you to have access to the Site and ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them. If we change the Services in a manner that materially reduces the aggregate functionality of the Service, we will make commercially reasonable efforts to inform you thirty (30) days before the effective date of such changes, and you will have the right to terminate this Agreement upon thirty (30) days’ written notice to us (provided that we receive such notice within thirty (30) days of such reduction in functionality).

7. Future Functionality.

You agree that your subscription to the Service and acceptance of these Terms of User are not contingent on the delivery of any future functionality or features.

3. Abstrakt Responsibilities.

a) Service Levels.

Abstrakt makes no warranty regarding the availability of the Services. Abstrakt uses commercially reasonable efforts to make the Services reasonably available, except for: (i) planned downtime and (ii) unavailability caused by circumstances beyond Abstrakt’s control, including but not limited to acts of God, internet service provider failures or delays, and denial of service attacks.

b) Information Security.

Please refer to our Privacy Statement [abstrakt.ai/privacy-policy/] for information regarding how we collect, process, share and store your User Content (as defined below). We will use commercially reasonable technical and organizational measures that are reasonably designed to maintain an industry-standard level of security and prevent unauthorized access to and/or disclosure of information submitted by a User in order to access and use the Services.

c) Analyses.

We may create analyses utilizing, in part, data collected by Customer while utilizing the Services and Platform (“Customer Data”) and information derived from Customer’s use of the Service and Platform, as set forth below (“Analyses”). Analyses will anonymize and aggregate information and will be treated as material provided or developed by Abstrakt (independently or with Customer’s cooperation) in the course of performance under the Agreement, including in the delivery of any support or Consulting Services to Customer; provided, such materials do not include the Customer Data, or any Customer confidential information (collectively, “Platform Materials”). Unless otherwise agreed, personal data contained in Customer Data is only used to provide the Platform and Services. Analyses may be used for the following purposes:

product improvement (in particular, product features and functionality, workflows and user interfaces) and development of new Abstrakt products and services),
improving resource allocation and support,
internal demand planning,
marketing,
improving product performance,
verification of security and data integrity

4. Customers.

a) Customer Data.

Customer is responsible for the Customer Data it collects while utilizing the Platform and Services. Customer grants to Abstrakt (including any of our affiliates and subcontractors) a nonexclusive right to process Customer Data solely to provide and support the Service and Platform.

You give us permission to view and process user data and take actions within your Abstrakt account for the purpose of delivering the Services and Platform, including support, maintenance, and onboarding, as well as to make design choices relating to the technical administration of the Services. You may request that we perform actions within your Abstrakt account, and in doing so hereby grant us the limited permission to view, create, and modify data in your account to fulfill the request, including but not limited to reports and account configurations.

Furthermore, you acknowledge and agree that we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose Customer Data collected through the Services or Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER BY THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

b) Personal Data.

Customer will collect and maintain all personal data contained in the Customer Data in compliance with its Privacy Statement and applicable data privacy and protection laws.

c) Security.

Customer will maintain reasonable security standards for its Authorized Users’ use of the Platform and Services. Customer will not conduct or authorize penetration tests of the Platform without advance approval from Abstrakt.

d)Access to Customer Data.

During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case Abstrakt and Customer will find a reasonable method to allow Customer access to Customer Data.

Thirty (30) days following the termination of the Subscription Term, Abstrakt will delete all Customer Data remaining on its servers unless applicable law requires retention. Customer must submit a request within such thirty (30) day period to success@abstrakt.ai to perform a final export of Customer Data from the Platform.

In the event of third party legal proceedings relating to the Customer Data, Abstrakt will cooperate with Customer and comply with applicable law (both at Customer’s expense) with respect to handling of the Customer Data.

5. Authorized Users.

Customer is responsible and liable for all Authorized Users use of the Services and Application resulting from access provided by Authorized User, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Use. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of employees and agents of Customer that are authorized to use the Services and Platform and any act or omission by an Authorized User that would constitute a breach of this Agreement, Privacy Statement, order form, or other agreement, as applicable, if performed by the Authorized User. Customer will make all Authorized Users aware of this Agreement’s and any , Privacy Statement, order form, or other agreement’s provisions as applicable to such Authorized User’s use of the Services and Platform and will cause the Authorized Users to comply with such provisions.

6. Prospects.

a) Interactions with Customers and Authorized Users.

As a Prospect, you are solely responsible for your interactions with Customer and Authorized Users whom you contact or who contact you. There are risks that may arise when dealing with unknown individuals, including persons who may be acting under false pretenses. You should therefore use caution with regard to the information you elect to share with the Customer or Authorized User. You should conduct your own due diligence on the Customer or Authorized User. We do not authenticate or review a Customer’s or Authorized User’s products, services, or guarantee that the purpose of their communication is suitable, legitimate, or real.

b) Interactions with Prospects.

As a Customer or Authorized User, you agree to deal fairly and professionally with individuals that you interact with using the Site, Services, or Application, and agree to indemnify us from and against any claim brought by an individual against Abstrakt arising from your breach of your use of the Services, Site or Application, this Terms of Use, or any other agreement you have with Abstrakt.

7. Payment

To the extent the Services or any portion thereof is made available for any fee or through a subscription, your access will be granted following payment of the applicable fees to Company. Your account and access to the Services may be suspended in the event of non-payment of applicable fees. Charges for monthly and annual subscriptions and any renewals are set forth on a separate order form or agreement.

8. Intellectual Property.

a) Abstrakt Intellectual Property.

Except as expressly set forth in this Terms of Use, Abstrakt owns and retains all right, title, and interest in, to, and under (a) the Services, including all software, improvements, enhancements, functionality, displays, or modifications thereto, (b) any software, applications, inventions, or other technology developed as part of any Professional Services (as set forth in an order form or statement of work mutually executed by both parties hereto that references this Agreement) or support, and (c) all intellectual property rights related to all of the foregoing (collectively, “Abstrakt Content”). This Agreement does not grant Authorized User or Prospect (i) any rights to the Intellectual Property Rights (as defined below) in the Services or (ii) any rights to use the our trademarks, logos, domain names, or other brand features. The Site, Application, and Services contain proprietary and copyright-protected information. Any unauthorized use of any Abstrakt Content contained on the Site, Application, or the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content in whole or in part. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights. Abstrakt Content and Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of Abstrak. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Abstrakt without express written consent. You must not modify copies of any materials from this site or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You may not use any meta tags or any other “hidden text” utilizing Abstrakt’s name or trademarks without the express written consent of Abstrak. You may not misuse the Platform. You may use the Platform only as permitted by law. You must not access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.

b) User Data.

You give Abstrakt permission to view user data and take actions within your Abstrakt account for the purpose of delivering the Services, including support, maintenance, and onboarding, as well as to make design choices relating to the technical administration of the Services. You may request that Abstrakt perform actions within your Abstrakt account, and in doing so hereby grant Abstrakt the limited permission to view, create, and modify data in your account to fulfill the request, including but not limited to reports and account configurations.

c) Blind Data.

Notwithstanding anything to the contrary, we have the right (during and after the term hereof) to, without any obligation to you, to collect, develop, create, extract, compile, synthesize, analyze, and commercialize statistics, benchmarks, measures, and other information based on Anonymized Data (collectively “Blind Data”). “Anonymized Data” means Authorized User Data that is: (i) anonymized by removing any personal or other information so the data is in no way attributable to you, any of Customer’s employees, or any other individual or entity and (ii) presented in a way which does not reveal your identity.

d) Feedback.

Notwithstanding anything to the contrary, if you provide us with any ideas, suggestion(s), enhancement requests, feedback, and/or recommendation(s) regarding the Services or Application, including, without limitation, new and/or improved features or functionality relating thereto (“Feedback”), we are free to use and disclose such Feedback without any obligation to you. As between the parties, we are the owner of any such Feedback.

9. Prohibited Uses.

You may use the Services and Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To transmit, or procure the sending of, any advertising or promotional material, including any junk mail, spam, or any other similar solicitation.
To post or transmit to or from the Platform the use of the Services in any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability.
If a Customer, record any calls or harvest or collect information on a Prospect in violation of any applicable federal, state, local, or international law or regulation.
To impersonate or attempt to impersonate us, our employees, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform or Services, or which, as determined by us, may harm the Company or users of the Platform or Services or expose them to liability.
Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Site.
Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services or reverse engineer the Services.
Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Services.
Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Site is stored, or any server, computer, or database connected to the Services.
Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Site and/or the Services.

We are not responsible or liable for the conduct of, or your interactions with, any other users of the Services (whether online or offline), or for any associated loss, damage, injury or harm. We are not liable for any statements, representations or content provided by other users. Although We have no obligation to screen, edit or monitor any use of the Services, we reserve the right, and have the discretion, to terminate your use of the Services or Platform at any time and for any reason without notice.

10. Technical Support.

We will provide technical support for issues directly to the Customer’s Authorized Users during the defined business hours set forth below.

a) General Support

Support requests are to be initiated by logging a ticket to success@abstrakt.ai (or by using in App Widget).

We will respond to standard support requests within four business hours.

b) System Configuration Changes.

System configuration change requests are to be initiated by logging a ticket at success@abstrakt.ai (or by using in App Widget).

We will respond to the standard request within one business day.

c) General Requests.

All other general requests will be responded to during regular business hours from 8:00 am to 5:00 pm PST, Monday through Friday (excluding USA nationally recognized holidays).

11. Disclaimer of Warranties.

ABSTRAKT DISCLAIMS ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NONINFRINGEMENT. ALL INFORMATION IS PROVIDED BY ABSTRAKT ON AN “AS IS” BASIS ONLY.

ABSTRAKT MAKES NO WARRANTY THAT (i) THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR SERVICES WILL BE ACCURATE, COMPLETE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, INFORMATION, OR OTHER SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM OR SERVICES WILL MEET YOUR EXPECTATIONS; AND (v) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT WARRANT THAT THE PLATFORM AND/OR SERVICES WILL BE COMPATIBLE WITH YOUR DEVICE. USE OF THE PLATFORM AND SERVICES ARE SOLELY AT YOUR RISK.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE PLATFORM, SERVICES, OR ANY RELATED CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. COMPANY IS NOT RESPONSIBLE FOR ANY INFORMATION NOT PROVIDED ON THE SITE. COMPANY DOES NOT GUARANTEE, IMPLICITLY OR EXPLICITLY, ANY RESULTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ABSTRAKT OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

12. Limitation of Liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ABSTRAKT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ABSTRAKT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (i) YOUR USE OR THE INABILITY TO USE THE PLATFORM AND/OR SERVICES ; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE PLATFORM; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES. YOU ALSO AGREE THAT ABSTRAKT WILL NOT BE LIABLE FOR ANY INTERRUPTION OF BUSINESS, ACCESS DELAYS, OR ACCESS INTERRUPTIONS TO THE PLATFORM OR SERVICES, DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, AND EVENTS BEYOND ABSTRAKT’S REASONABLE CONTROL.

IN NO EVENT SHALL ABSTRAKT BE FINANCIALLY LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

13. Indemnification.

You agree to defend, indemnify, and hold harmless Abstrakt, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these this Terms of Use, or your use of the Platform or Services, including, but not limited to, any use of the Platform or Services other than as expressly authorized in these Terms of Use or your use of any information obtained from the Platform.

You will indemnify, defend and hold us and our investors, officers, directors, affiliates, subsidiaries, licensors, partners, licensees, consultants, contractors, suppliers, agents and employees (collectively, the “Indemnified Parties”) harmless from and against any and all actual or threatened third-party suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ and experts’ fees, costs, penalties, interest and disbursements) resulting from any claim (including third-party claims), suit, action, or proceeding against any of the Indemnified Parties, whether successful or not, resulting from or arising in connection with any of the following: (i) your use of the Services or Platform; (ii) your conduct; (iii) your violation of any applicable laws or the rights of any third party; (iv) any breach by you of these Terms of Use (including, but not limited to, any breach of any of your representations or warranties); (v) any Content you upload to, post on, create on, transmit through or link from the Services; or (vi) the disclosure, solicitation or use of any personal information by you, whether with or without your knowledge or consent.

14. Transmissions.

Any material, information, or idea you transmit to or post on the Platform or through the Services by any means will be treated as non-confidential and non-proprietary. Notwithstanding the foregoing, all personal data provided to us will be handled in accordance with our Privacy Statement.

15. Termination.

You acknowledge and agree that we may, in our sole discretion, suspend or terminate your account and/or deny you access to or use of all or part of the Platform or Service, without prior notice, for any reason, including, without limitation, if you engage in any conduct that we believe, in our sole discretion: (a) violates any term or provision of this Terms of Use; (b) violates the rights of us or our partners; or (c) is otherwise inappropriate for continued access and use of the Platform or Service. Upon termination or suspension, regardless of the reasons therefore, your right to use the Services and Platform immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

Further, you agree that we will not be liable to you or any third party for any termination of your access to the Services or Platform. You agree to defend, indemnify, and hold us harmless from and against any and all claims, losses, liability costs, and expenses (including but not limited to attorneys’ fees) arising from your violation of this Terms of Use, state or federal laws or regulations, or any third party’s rights, including but not limited to infringement of any copyright, violation of any proprietary rights, and invasion of any privacy rights. You acknowledge that this obligation will survive the termination of your use of the Service.

16. Governing Law and Dispute Resolution.

This Agreement and performance hereunder will exclusively be governed by, and construed in accordance with, the laws of the state of Delaware (without giving effect to its conflict of laws principles). The parties agree to submit any claim, dispute, or disagreement to mediation before a mutually-agreeable mediator prior any other form of dispute resolution. All mediation or any other form of dispute resolution shall take place in Phoenix, Arizona and the parties irrevocably waive any objection to such venue.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

17. Waiver and Severability.

No waiver by Abstrakt of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Abstrakt to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

18. Changes to the Terms of Use.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site, Application, and Services thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Site.

Your continued use of the Site, Application, or Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

19. Questions and Comments.

If you have any questions or comments regarding these Site Terms or your use of the Site or the Services, please submit them to us at compliance@abstrakt.ai.