The TOU are between the individual Agile.ai Community account holder (“You”) and Digital.ai Software, Inc. (“Agile.ai”). By using the Agile.ai Community, You agree to these terms. Every Agile.ai Community user agrees to abide and be bound by the TOU and is responsible for any violations thereof. You may not assist or engage with Members in a way that would violate these Community TOU. Agile.ai will enforce and ensure compliance with the TOU by methods we consider to be appropriate.
- “Account” means your individual member account within the Agile.ai Community, marked by your unique username, that only you may access via your log-in information (such as e-mail, password and name).
- “Content” the content, including without limitation, language, data, information, and images, provided through or disclosed by use of the Agile.ai Community, whether by us, our customers, or other users of the Agile.ai Community. Community Content does not include Your Content.
- “Agile.ai Community” means the online informational and education tool for its Members, available at https://agile.digital.ai/.
- “Member” means an individual with an Agile.ai Community Account.
- “Sensitive Information” means an individual’s credit information, payment information, personal financial account information, Social Security information, passport information, driver’s license numbers or other similar identification information, persona or confidential employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act (“HIPAA”) and the Payment Card Industry Data Security Standards (“PCI DSS”), the provision or disclosure of which in the Community is strictly forbidden.
- Access to the Agile.ai Community.
- Agile.ai shall provide You access to Agile.ai Community so long as You have an active and current Account that is not otherwise suspended or terminated. In order to access Agile.ai Community, you must register for an Agile.ai account (available at https://agile.digital.ai/) which includes setting up a username, password and email address. All information provided in your Account must be accurate.
- By registering for an Agile.ai Account, You grant Agile.ai the right to share certain Account information, mainly Your username and certain user profile information that you make available, such as a user picture of photograph that you upload in connection with your Account.
- Your Account cannot: (i) include a username that is not unique to you; (ii) contain “Agile.ai” or any other words, names, logos, tradenames, trademarks or other marks of Agile.ai in the username; (iii) impersonates another person or entity; (iv) is misleading; (v) violates the intellectual property and/or other proprietary rights of Members and other third parties; or (vi) is otherwise not permitted or rejected by Agile.ai.
- If at any time you believe your Account information has been compromised, please notify Agile.ai immediately at https://agile.digital.ai/contact-us.
- Community Conduct & Content
- Your Responsibility. You are at all times responsible for Your use of and access to the Agile.ai Community. Further, you are at all times responsible for Your Content that is shared or posted within the Community.
- Content. You may upload and share Content within the Agile.ai Community in your discretion. You grant Agile.ai a license to display, share, publish, access, and otherwise use such Content in its discretion. You acknowledge that any Content you share in the Community will be shared with Members and, as such, will not be considered confidential information regardless of the nature of the information disclosed or shared.
- Conduct. In addition to the above, You acknowledge and agree to use the Agile.ai Community in accordance with the following:
- You may only use the Agile.ai Community for its intended purpose only. Your Content should typically relate to the purposes and subject matter of the Agile.ai Community.
- You may not make access to the Agile.ai Community available to, or use such for the benefit of, anyone other than yourself, including selling, reselling, licensing, sublicensing, distributing, renting, leasing, or including such in a service bureau or outsourcing offering.
- You may not use the Agile.ai Community or your Content for solicitation or advertising purposes, unless Agile.ai otherwise expressly agrees with you in writing in each such case.
- You may not disclose or solicit anyone's (including your own) Sensitive information, personal information or confidential information. This also includes harvesting, collecting or in any other way tracking information about Members without their consent.
- You may not use or access the Agile.ai Community in violation of applicable law.
- You conduct and Your Content may not SPAM, threaten, abuse, harass, stalk, defame, libel, deceive, falsify, mislead or defraud, invade the privacy of or violate the rights (including intellectual property rights) of Agile.ai, any Member, or any third-parties.
- You may not include or otherwise share or disclose Content that is vulgar, obscene, indecent or unlawful. This includes any Content that is infringing, libelous or tortious.
- You may not restrict or otherwise other Members’ or Agile.ai’s ability to access, use or maintain the Agile.ai Community. This include any activity that damages, disables, impairs or otherwise burdens the Agile.ai Community sites and their respective sites.
- You may not use, access or share Content to store or transmit malicious or disruptive code, including the upload of viruses, corrupted files, ransomware, Trojans, etc.
- You may not use or access the Agile.ai Community for competitive purposes, including but not limited to: copying the Services or any part, feature, function or user interface thereof; framing or mirroring any part of the Agile.ai Community; access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service;
- Intellectual Property Rights.
- Your Rights. To the extent not owned or otherwise limited by third-parties, You own the right, title and interest to the Content you share in the Agile.ai Community.
- Agile.ai’s Rights. Agile.ai owns all right in the Agile.ai Community and the site(s) affiliated with such and the Agile.ai Content therein.
- Copyright Claims. Members must respect the rights of third-parties, including copyrights. You may not post Content that violates third-party copyrights. If you believe that Content in Agile.ai Community violates your copyright, please contact Agile.ai at firstname.lastname@example.org with a takedown request in accordance with the Digital Millennium Copyright Act. Please be advised that there may be legal consequences for sending a false or frivolous takedown notice and You should consider legal uses for copyrighted material, such as fair use and licensed uses, before sending. In the event Agile.ai receives a takedown request regarding Your Content, Agile.ai reserves the right to suspend Your Accounts pending the resolution of such matter. Further, Agile.ai reserves the right to terminate the TOU and Your Account in the event of repeat copyright infringements.
Agile.ai may immediately suspend your Account, without notice, for actual or suspected violations of the terms contained in the TOU.
- Third Party Products, Services and/or Sites.
Access to third-party products, services and/or sites may be made available to Members from time to time through the Agile.ai Community. Any such third party products, services and/or sites are not under Agile.ai’s control. Any such third-party products, services and/or sites that are provided to You or Members are provided only as a convenience and the availability of any such third-party products, services and/ore sites is not a Agile.ai endorsement, support or warranty of the third-party or its product(s), service(s), and/or site(s). AGILE.AI DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD PARTY PRODUCTS, SERVICES AND SITES THAT YOU MAY USE.
The TOU will apply so long as You use or maintain an Account in the Agile.ai Community, unless otherwise terminated or expired in accordance with Section 8 below.
Agile.ai may terminate Your Account immediately, with or without notice to You, in the event that You:
- Violate any of the terms of the TOU;
- If Agile.ai otherwise determines that termination is necessary or desirable in Agile.ai’s sole discretion.
Following termination, Agile.ai is not obligated to provide You with any of Your Content used or provided in connection with the Agile.ai Community. Termination or expiration of this TOU shall not affect any other agreements you may have with Agile.ai at the time.
- Representations and Warranties.
- You represent and warrant that: (i) You have the right and ability to enter into the TOU with Agile.ai; (ii) You own or otherwise have all necessary rights to the Content you post, share and otherwise within Agile.ai Community, including all necessary intellectual property rights; (iii) Your Content does not violate applicable law; and (iv) Your Content does not violate the intellectual property and other proprietary rights of Third Parties.
- EXCEPT FOR THE WARRANTIES PROVIDED HEREIN, AGILE.AI MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE AGILE.AI COMMUNITY. FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE AGILE.AI COMMUNITY ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. AGILE.AI DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE AGILE.AI ASSETS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE AGILE.AI ASSETS MAY INCLUDE INACCURACIES AND/OR TYPOGRAPHICAL ERRORS.
You agree to indemnify, defend and hold Agile.ai harmless, at your expense, against any third-party claim, suit, action, or proceeding against Agile.ai (a “Claim”) to the extent that such Claim is based upon or arises out of (a) your use of the Agile.ai Community, (b) your disclosure or solicitation of personal information, (c) any use of personal information that you disclosed, whether this use is by you or a third party, (d) your noncompliance with or breach of this Agreement, or (e) your use of Third-Party Products or Third-Party Sites. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
- Limitation of Liability.
- No Consequential Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
- Damages. AGILE.AI’S AGGREGATE LIABILITY WILL BE LIMITED TO TWO HUNDRED FIFTY DOLLARS ($250). AGILE.AI IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ALL THIRD-PARTY PRODUCTS THAT YOU USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES. THIS SECTION DOES NOT APPLY TO A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
- Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
- Relationship of the Parties. The parties understand and agree that no joint venture, partnership, employment or agency relationship exists between them.
- No Waiver. No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy, or of any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.
- Severability. If any part of the TOU, the Acceptable Use Policy and/or Community Values is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service will continue in effect.
- Notices. Notice to Agile.ai will be sent to the contact address set forth herein and will be deemed delivered as of the date the notice is actually received. We will send You notices at the email address You have provided in Your Account. Agile.ai may provide electronic notices by general notice via Agile.ai or may give electronic notices specific to You by email. You must keep all of your account information current.
- Entire Agreement. The TOU, including the Acceptable Use Policy and Community Values constitute the entire agreement between You and Agile.ai regarding Agile.ai and Agile.ai Community and such supersedes and replaces any prior agreements we might have had between us regarding the same.
- Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, Agile.ai may assign the TOU, upon providing written notice to You, but without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets.
- Governing Law. The TOU and all related policies shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.
- Changes. Agile.ai reserves the right to modify the TOU at any time without prior notice. You can always find the most recent version of the TOU here. Your use of and access to the Agile.ai Community following any such modification constitutes Your agreement to follow and be bound by the TOU, as modified.