Privacy Policy

BY CLICKING ON THE "I ACCEPT" OR SIMILARLY LABELLED BUTTON OR BY USING OR OTHERWISE EXERCISING ANY RIGHTS PROVIDED BELOW TO USE THE AIStrong SOLUTION (AS DEFINED BELOW) OFFERED BY AIStrong, INC.,  (“AIStrong”), INCLUDING, FOR EXAMPLE, BY ACCESSING OR USING THE AIStrong SOLUTION, THIS ENTITY, INDIVIDUAL OR ORGANIZATION (“CUSTOMER”) CONSENTS TO BE BOUND BY THIS AGREEMENT, OR, IF APPLICABLE, BY THE TERMS OF A CURRENTLY EFFECTIVE WRITTEN AGREEMENT REGARDING THE USE OF THE PRODUCT AND SIGNED BY AN AUTHORIZED AGENT OF CUSTOMER AND BY AIStrong.  

1. LICENSE.
   
   

   1. License.
      
        During the License Term defined below, AIStrong grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use the AIStrong Solution for Customer’s internal business purposes for the scope set forth on an order form executed by Customer and AIStrong or AIStrong’s authorized reseller, including an online document or marketplace representing any of the foregoing (each, a “AIStrong Order Form).   “AIStrong Solution” means AIStrong’s proprietary hosted security solution. 

   2. Restrictions.
      
       Customer shall not, and shall not authorize any third party to: (a) sublicense, use or duplicate the AIStrong Solution, or any portion thereof, except as expressly authorized in this Agreement; (b) use the AIStrong Solution by, or for the benefit of any third party; (c) modify, translate, or prepare derivative works based upon the AIStrong Solution; (d) reverse-compile or decompile, disassemble or otherwise reverse engineer the AIStrong Solution, except to the extent expressly required to be permitted by applicable law; (e) rent, lease, loan, sell, transfer, or distribute the AIStrong Solution or any copy or portion thereof, to any other person or entity; (f) alter, remove, or obscure any copyright, trademark, or other proprietary notices or confidentiality legend on or in the AIStrong Solution; (g) use the AIStrong Solution to process, store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights; and/or (h) use the AIStrong Solution to process, store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. Except for the license expressly granted by AIStrong to Customer under this Software License Agreement, and AIStrong reserves all right, title and interests in and to the AIStrong Solution and any derivative works thereof, and all intellectual property rights therein. Customer shall be responsible and liable for any action or inaction of any individual who obtains access to the AIStrong Solution as a result of Customer’s acts or omissions.

2. CUSTOMER DATA.
   
     "Customer Data" means Customer’s data pertaining to Customer's employees, customers, users or other individuals provided by Customer to AIStrong. Customer shall own all intellectual property rights in and to the Customer Data provided that Customer grants AIStrong a worldwide unlimited, license to use the Customer Data for the purposes of performing under this Solution License Agreement including, without limitation, the right to make the Customer Data available to AIStrong’s vendors and to third parties authorized or selected by Customer in the course of using the AIStrong Solution. AIStrong will provide the security measures for any hosted services related to the AIStrong Software (the “AIStrong Solution”) as set forth in AIStrong’s then-current Data Protection Policy.  Upon any expiration or termination of this Solution License Agreement, AIStrong will unless legally prohibited, delete all Customer Data in its possession. Any Customer Data will be subject to AIStrong’s Privacy Policy as set forth at https://portal.aistrong.ai/PrivacyStatements.html the extent Customer is located within the European Union, Customer and AIStrong agree to the Standard Contractual Clauses located at https://portal.aistrong.ai/PrivacyStatements.html.
3. CONSIDERATION.
   
      The Fee for the AIStrong Solution during the License Term shall be as set forth on the AIStrong Order Form subject to modification as set forth herein.  Customer is required to provide AIStrong with a valid credit card or other form of payment accepted by AIStrong in its sole discretion (the “Payment Account”) prior to the Effective Date and to maintain a valid Payment Account throughout the License Term. AIStrong or its authorized reseller may change the Fee for any Renewal Term by providing Customer notice.  Except as otherwise set forth in a AIStrong Order Form, all fees paid under this Solution License Agreement (collectively “Fees”) shall be payable in U.S. dollars and are due as of the date of the invoice issued by AIStrong or its authorized reseller and AIStrong may charge the Payment Account as of the date thereof.   Excluding taxes based on AIStrong’s income, Customer is liable for all taxes, duties and customs fees associated with the Fees, whether or not AIStrong or its authorized reseller invoices Customer for those taxes, duties or customs fees.  Past due accounts shall be charged interest on a monthly basis, calculated at one and one-half percent (1.5%) per month of the unpaid balance or the maximum rate allowable by law.  Except as otherwise expressly provided in this Solution License Agreement, Customer shall not be entitled to any refund of any Fees paid for the AIStrong Solution. 
4. TERM AND TERMINATION.  The term of this Solution License Agreement shall commence on the earlier of the date this Solution License Agreement is accepted by the Customer or the date Customer installs or otherwise accesses the AIStrong Solution (the “Effective Date”) and shall continue for the term set out on the AIStrong Order Form or, if the parties have not executed a AIStrong Order Form, for 30 days (the “Initial License Term”).   Upon the expiration of the Initial License Term or any Renewal Term, this Solution License Agreement will automatically renew for an additional term of equal duration to the Initial License Term (each, a “Renewal Term”) subject to AIStrong’s then-current terms and conditions unless either party provides the other notice of its intent not to renew at least 15 days before the end of the Initial License Term then-current Renewal Term. (The Initial License Term and any Renewal Terms are the “License Term”.) This Solution License Agreement may be terminated by either party:  (a) upon ten (10) days written notice if the other party materially breaches any provision of this Solution License Agreement and the breach remains uncured within that ten (10) day period; or (b) effective immediately, if the other party ceases to do business, or otherwise terminates its business operations; or (c) effective immediately, if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any proceeding of that nature is filed against it; or (d) immediately, upon any breach of Section 1.2 or Section 8 of this Solution License Agreement.  Upon any expiration or termination of this Solution License Agreement: (x) all licenses and rights granted by AIStrong to Customer hereunder shall terminate; and (y) Customer will cease all use of the AIStrong Solution; and (z) and Customer shall immediately return to AIStrong the AIStrong Solution and any AIStrong Confidential Information. The provisions of Sections 1.2, 3, 4, 5, 7, 8 and 9 shall survive and remain effective after the effective date of termination or expiration of this Solution License Agreement.
5. INDEMNIFICATION.
   
      Customer shall defend, indemnify and hold harmless AIStrong (including payment of attorneys' fees, expert fees and court costs) from any damages or third-party claims arising out of any breach by Customer of this Solution License Agreement or any claims that any Customer Data infringes or violates any laws or regulations or any third-party intellectual property or other proprietary rights.   
6. WARRANTY.
   
    If the AIStrong Solution is provided pursuant to a AIStrong Order Form for any purpose other than Customer’s evaluation, AIStrong warrants to Customer that, during the Term the AIStrong Solution will materially perform in accord with the Documentation at the Service Level Availability located at https://portal.aistrong.ai/term-of-service/ (the “SLA”). AIStrong’s entire liability and Customer’s sole and exclusive remedy for any breach of the preceding warranty will be for AIStrong to provide the Service Credits as set forth in the SLA.
   
   The warranties in this Section 6 do not cover non-conformances due to: (x) any modification, reconfiguration or maintenance of the AIStrong Solution performed by anyone other than AIStrong; (y) any use of the AIStrong Solution on a system that does not meet AIStrong’s minimum standards; or (z) any software or hardware not provided by AIStrong. AIStrong shall be responsible under this Section 6 only if Customer provides AIStrong with a written warranty claim detailing the non-conformance in the AIStrong Solution within thirty (30) days of the non-conformance.
7. DISCLAIMER; LIMITATION OF LIABILITY.
   
    EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AIStrong SOLUTION AND ANY MATERIALS OR SERVICES PROVIDED BY AIStrong ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  CUSTOMER’S SOLE REMEDY AND AIStrong’S SOLE LIABILITY FOR ANY BREACH OF THIS SOLUTION LICENSE AGREEMENT SHALL BE TO TERMINATE THE AGREEMENT, CEASE ALL USE OF THE AIStrong SOLUTION AND IMMEDIATELY RETURN TO AIStrong THE AIStrong SOLUTION AND ALL DUPLICATES, AND ANY AIStrong CONFIDENTIAL INFORMATION. IN NO EVENT SHALL AIStrong BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES OR COSTS. IN NO EVENT WILL THE AGGREGATE LIABILITY OF AIStrong OR ANY OF ITS THIRD-PARTY LICENSORS UNDER ANY THEORY OF LIABILITY EXCEED ONE HUNDRED DOLLARS ($100).  THE LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE. AIStrong MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY SITES, SERVICES OR CONTENT WHICH ARE MADE AVAILABLE THROUGH THE AIStrong SOLUTION (“THIRD-PARTY CONTENT”).  APIRSTRONG DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY THIRD-PARTY CONTENT. 
8. CONFIDENTIAL INFORMATION.
   
     Customer acknowledges that it may receive from AIStrong confidential information relating to AIStrong.  That information shall belong solely to AIStrong and includes, but is not limited to, the terms of this Solution License Agreement and other technical, business, marketing and financial information, and any data not previously known that could reasonably be considered confidential or proprietary (“Confidential Information”).   Confidential Information shall not include information which:  (a) is already known to Customer prior to disclosure by AIStrong; (b) becomes publicly available without fault of Customer; (c) is rightfully obtained by Customer from a third party without restriction as to disclosure; or (d) is approved for release by written authorization of AIStrong.  During and after the term of this Solution License Agreement, Customer shall: (y) not use (except as expressly authorized by this Solution License Agreement) or disclose Confidential Information without the prior written consent of AIStrong; and (z) take all reasonable measures to maintain the Confidential Information in confidence.  Information shall not be deemed confidential if it becomes public without breach of this Solution License Agreement by Customer.  The AIStrong Solution and all technical information relating thereto shall be considered Confidential Information of AIStrong.  Customer may disclose Confidential Information to the extent required by law, provided that Customer gives AIStrong reasonable advance notice of the required disclosure and the opportunity to obtain appropriate confidential treatment for the Confidential Information.  AIStrong may disclose aspects of this Solution License Agreement to its licensors to the extent required under the agreement with the licensor.  AIStrong will be free to use any data, metadata and information it so collects relating to the AIStrong Solution and may allow others to do so. 
9. GENERAL:

   1. Compliance with Laws; Export Control.
      
      Customer shall use the AIStrong Solution in compliance with all applicable laws, statutes, rules and regulations.  Except as expressly permitted in this Solution License Agreement, Customer shall not export or import the AIStrong Solution (including any Documentation) or any technical information provided under this Solution License Agreement. 

   2. U.S. Government End-Purchaser.
      
         As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all AIStrong Solution and accompanying documentation provided by AIStrong are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms. 

   3. Marketing.
      
        Customer consents to AIStrong’s use of Customer name and logo and general description of Customer’s relationship with AIStrong in press releases and other marketing materials and appearances.    Customer agrees to receive marketing communications and other solicitations and materials from AIStrong, as determined by AIStrong in its sole discretion.  

   4. Miscellaneous.
      
        Neither this Solution License Agreement, nor any rights, licenses nor any obligations hereunder, may be assigned by Customer without the prior written consent of AIStrong.  Any attempted assignment in violation of this Solution License Agreement shall be void and without effect.  Should any term of this Solution License Agreement be declared void or unenforceable by any court of competent jurisdiction, that provision shall modified, limited or eliminated to the minimum extent necessary and the declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect.  The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.  This Solution License Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Georgia, excluding rules governing conflict of law and choice of law.  The federal and state courts within Gwinnet County, Georgia shall have exclusive jurisdiction to adjudicate any dispute arising out of this Solution License Agreement.  Each party hereto expressly consents to the personal jurisdiction of, and venue in, those courts and service of process being affected upon it by registered mail sent to the address set forth at the beginning of this Solution License Agreement in the case of AIStrong, and by registered mail to any address provided by Customer to AIStrong in the case of Customer.  The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to this Solution License Agreement.  This Solution License Agreement sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in this Solution License Agreement shall have any force or effect.  Customer’s representative identified herein represents and warrants that all information provided hereunder is true and accurate and that he/she has the authority to bind Customer to the terms herein. This Solution License Agreement may be amended only upon the written consent of both parties.   In the event the parties enter into, or have entered into a formal written agreement, including, without limitation an agreement which the parties have electronically signed, the terms of that agreement shall control over the terms of this Solution License Agreement.