1. Introduction

1. Welcome to Contesimal, LLC (“Contesimal,” “we,” “our,” “us”). By accessing or using our web application (“Service”), you (“Customer,” “You,” “Your”) agree to comply with and be bound by these Terms of Service (“Terms”). If you do not agree with these Terms, please do not use the Service.  If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

2. Effective Date

1. The “Effective Date” of this Agreement is the date which is the earlier of (a) Your initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Service Order Form, as applicable, referencing this Agreement. This Agreement will govern Your initial purchase on the Effective Date as well as any future purchases made by You that reference this Agreement.

3. Description of Service 

1. Our Service allows users to upload and manage company documents, leveraging AI and traditional web-based search tools to generate insights and task completion from research studies that include but are not limited to Customer’s data. We utilize multiple third-party AI services and third party search services to enhance data discovery, processing and insights.

4. Modifications 

1. From time to time, Contesimal may modify this Agreement. Unless otherwise specified by Contesimal, changes become effective for You upon renewal of the then-current Subscription Term or entry into a new Subscription Term after the updated version of this Agreement goes into effect. Contesimal will use reasonable efforts to notify You of the changes through communications via Your Account, email or other means. 

5. User Responsibilities

1. Your Account.  You may need to register for an Account in order to place orders or access or receive the Services.
2. You agree to keep Your Account information current, accurate, and complete so that Contesimal may send notices, statements, and other information to You via email or through Your Account, which notifications will be subject to this Agreement and the Privacy Notice.
3. You will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify Contesimal promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which You become aware. Contesimal and its Affiliates will not be liable for any damage or loss that may result from Your breach of the foregoing obligations.
4. Ensure that their use of the Service complies with all applicable laws and regulations.
   1. Users must not upload illegal content, including but not limited to copyrighted material without permission, and must not engage in any unlawful activities.

6. Privacy and Data Security

1. Documents Uploads. You have the legal right to upload documents to Contesimal in relation to the generating insights and deliverables. 
   1. Uploaded documents and the resulting processed taxonomy shall be securely stored in a thoroughly safe-guarded cloud environment.  Unless otherwise explicitly outlined in an alternate enterprise-level agreement, your documents and the related information generated from them shall be kept on a carefully partitioned shared server and only be accessed through approved organizational accounts in the manner selected by the document uploader. 
2. Data Export and Retention.Contesimal accepts the download and storage of Your documents as they are uploaded to the system. Once those documents are uploaded and verified, Contesimal uses Artificial Intelligence (“AI”) to generate a categorical taxonomy of the documents which will be available for future downloads (“Downloadable Data”).  For clarification – Downloadable data only refers to categorical taxonomies, specific AI-generated deliverables from the Task extension, and some data from the Contesimal application marketplace, as defined by the individual terms of each installed instance.  All originally uploaded documents and most chat-session-generated data from Contesimal shall not be a part of “Downloadable Data.”
   1. Upon termination or expiration of this Agreement for any reason, Your access to the Services, Software, Mobile Apps, APIs, and other Contesimal will terminate. Contesimal strongly recommends that You export all of Your Downloadable Data before You close Your Account. Contesimal will make Your Downloadable Data available for export for fourteen (14) days from the effective date of the closure of Your Account due to: (i) the termination or expiration of this Agreement (“Data Export Period”).
   2. Where Your Downloadable Data is retained by Contesimal and can be exported, and provided that Your account is current on its payment obligations, You may contact Contesimal within the Data Export Period at support@Contesimal.ai to have Contesimal export Your Data. Beyond such Data Export Period, Contesimal reserves the right to retain Your data for up to three (3) months before deleting all You Data in the normal course of operation except as necessary to comply with Contesimal legal obligations, maintain accurate financial and other records, resolve disputes, and enforce its agreements. You Data cannot be recovered once it is deleted.
3. Your Responsibility. You are solely responsible for your uploaded documents and all of the resulting Data, and all uses of your Data that occur through your account or any actions taken by your employees, admins, consultants, and agents accessing your account or sub-accounts related to your primary organizational account (where applicable). Access credentials are for use only by you and by your authorized users, in each case in connection with your use of the Service, and you may not sell, transfer, share, or sublicense access credentials to any other person, or permit any other person to do so. You shall maintain the confidentiality of your access credentials and may not transfer them to or allow them to be used by any third party, other than by your authorized users in connection with the use of the Services. If Contesimal believes access credentials have been compromised or misused, Contesimal may change any or all access credentials or suspend your account.
4. Security Breach.  External Breach. In the event of an accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a “Security Breach”), that impacts the personal data you maintain through Contesimal, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Breach, Contesimal will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) as required by Applicable Law, notify you of the Security Breach, its nature and scope, the remedial actions Contesimal will undertake, and the timeline within which Contesimal expects to remedy the Security Breach. You will be responsible for fulfilling your obligations under Applicable Law.
   1. Internal Breach. In the event of a Security Breach, as defined by Applicable Law, which is perpetrated by your affiliate, employee, contractor or agent, or due to your failure to maintain your systems, network or Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify Contesimal immediately of the Security Breach and steps you will take to remedy such breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.
   2. Breach Notifications. In the event that either party is required to notify individuals impacted by the Security Breach or regulatory agencies, the notifying party will provide the other party with an opportunity to review and approve the notification for accuracy prior to it being delivered, such approval not to be unreasonably withheld.
5. Privacy and Security Safeguards. Contesimal shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. Contesimal shall not (a) disclose your Data for any purpose other than to provide the Service except as compelled by Applicable Law or as you expressly authorize in writing or as otherwise provided in our General Privacy Notice or California Privacy Notice, or (b) access your Data except to provide the Service and prevent or address service or technical problems, at your express request in connection with You support matters, or as provided in our General Privacy Notice or California Privacy Notice. In the event Contesimal is compelled by Applicable Law to disclose your Data, we will provide you with reasonable notice thereof, (in advance, if possible) if permitted by Applicable Law.
6. Use of Your Data. As between the parties, You and its licensors retain all right, title, and interest (including any and all intellectual property rights) in and to the You Data and any modifications made thereto in the course of the operation of  Contesimal. Subject to the terms of this Agreement, You hereby grant to Contesimal and its Affiliates a non-exclusive, worldwide, royalty-free right to process the You Data solely to the extent necessary to provide, maintain, and improve the Contesimal Technology and perform all related obligations owed to You under this Agreement, or as may be required by law. You are solely responsible for the accuracy, content, and legality of all You Data. You warrant that You have and will have sufficient rights in the You Data to grant the rights to Contesimal under this Agreement.

7. AI Output and Accuracy

1. Inputs and Outputs
   1. You may submit Customer Data (“Customer Data”) (including in the form of prompts or queries) to the AI Features (“Inputs”) and receive outputs from the AI Features (“Outputs”).  You may use Inputs and Outputs to train or otherwise improve the AI Features, but only if such Inputs and Outputs have been (a) de-identified so that they do not identify Customer, its Users or any other person and (b) aggregated with data across other customers. For these purposes (and without limiting Your other obligations with respect to Your Data generally), such data is provided by You to Contesimal strictly “AS IS”.
   2. Due to the nature of the AI Features, Contesimal does not represent or warrant that (a) any Output does not incorporate or reflect third-party content or materials or (b) any Output will not infringe third-party intellectual property rights. Claims of intellectual property infringement or misappropriation by Outputs are not included in Contesimal-Covered Claims.
   3. Except for Contesimal’s express rights in the Agreement, as between the parties, Customer retains all intellectual property and other rights in Your Inputs.
   4. Outputs are deemed to be Customer Data, subject to these AI Terms. 
   5. You acknowledge that Outputs provided to Customer may be similar or identical to Outputs independently provided by Contesimal to others.
   6. AI outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, complete or current by Contesimal. You should independently review and verify all Outputs as to appropriateness for any or all Customer use cases or applications. The warranty disclaimers and limitations of liability in the Agreement for the Cloud Service apply to the AI Features.
   7. Due to the nature of the AI Features, Contesimal does not represent or warrant that (a) any Output does not incorporate or reflect third-party content or materials or (b) any Output will not infringe third-party intellectual property rights. Claims of intellectual property infringement or misappropriation by Outputs are not included in Contesimal-covered Claims.
   8. Users should be aware of the potential for “hallucination” output from AI tools, which may appear accurate but is not.  We disclaim responsibility for the accuracy of AI-generated insights or deliverables. Users should review and validate all outputs before use.
   9. Users are encouraged to perform due diligence on the AI tools used and to review outputs critically.  Sharing of AI-generated content or any related deliverables is at the user’s discretion and responsibility.

8. Subscription and User Accounts

1. Account Ownership. You acknowledge that you retain administrative control as to who is granted access to your account with the Service. Each account is controlled by an Account Owner tied to a specific email address and may also have one or more admins and/or billing admins to help manage the account. Contesimal is entitled to rely on communications from the account owner and admins when servicing Your account. If a person within your organization requests a change to the account owner, we may attempt to contact the account owner for consent, but to the extent that the account owner does not respond to our communications, is otherwise unavailable, or is no longer affiliated with the company, we will transfer the account owner based on our own internal verification methods and at our sole discretion.
2. Suspension. Contesimal may suspend Customer’s access to the Services, Software, Mobile Apps and/or Customer’s Account, on the following grounds: (i) late payment/non-payment of undisputed Fees, per the process noted in Section 5(b) above; (ii) non-renewal of the Services by Customer; (iii) Customer’s or its Users’ breach of Section 2 (Use Restrictions); or (iv) in the event suspension is deemed necessary by Contesimal to prevent or address the introduction of Malicious Software (as defined in Section  9.b below), a security incident, or other harm to Customer, Contesimal, or Contesimal’ other customers. Contesimal will notify Customer of any such suspension. Contesimal will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affected Users or Contesimal Technology, and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved. Such suspension will in no way affect Customer’s other obligations under this Agreement.
3. Refunds. Mutual Termination for Cause.  Either Party may terminate the Subscription for cause (a) upon written notice to the other Party of a material breach of the Terms by the other Party if such breach remains uncured after thirty (30) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. However, we may immediately terminate this Agreement for cause without notice if you violate the Privacy Policy or any of the Usage Guidelines set for in Section 10. We will refund any prepaid fees covering the remainder of the Subscription term as of the effective date of termination if this Agreement is terminated by you in accordance with this Section for our uncured material breach of the Terms.  You must pay any unpaid fees covering the remainder of the Subscription term if we terminate this Agreement for your material breach in accordance with this Section. In no event will our termination for cause relieve you of your obligation to pay any fees payable to us for the period prior to termination.
   1. Except for your termination under the terms outlined in this Section, if you terminate your Subscription prior to the end of your then-effective Subscription term, or if we terminate or cancel your Subscription pursuant to the terms outlined in this Section, in addition to any other amounts you may owe us, you must immediately pay any and all unpaid Subscription fees associated with the remainder of such Subscription term.
   2. We want you to be completely satisfied with our Services. If there is a problem with the delivery of your Subscription Services or believe there has been an error in billing, please contact our the Contesimal Customer Service Department by email at or through our customer support center (https://contesimal.freshdesk.com/support/home) so that we can help you resolve the issue, provide a refund or offer credit that can be used for future Services when appropriate.
   3. When contacting us, please include any details relating to the Subscription Services you have purchased so that we can ensure you are satisfied with your Contesimal experience. Any and all subscription refund requests based on  must be made within 7 days of purchase.
   4. You must pay any unpaid fees covering the remainder of the Subscription term if we terminate this Agreement for your material breach in accordance with this Section 14.  In no event will our termination for cause relieve you of your obligation to pay any fees payable to us for the period prior to termination.
   5. NO SUBSCRIPTION REFUNDS EXCEPT FOR YOUR TERMINATION RIGHTS UNDER THE TERMS OUTLINED IN THIS SECTION.  NO REFUNDS OR CREDITS FOR SUBSCRIPTION FEES WILL BE PROVIDED IF YOU TERMINATE OR CANCEL YOUR SUBSCRIPTION TO A SERVICE PRIOR TO THE END OF A SUBSCRIPTION TERM.
   6. Important note – we NEVER offer refunds for document processing – once Your documents have been uploaded to Contesimal and we have run them through our processing, those services are considered complete and any/all related charges to document uploading, processing and storage are non-refundable.  These fees may be deducted from your account if a refund is applied to Your account before the end of the Term.
4. Pricing Adjustments. We may offer you certain discounts if you make an annualized prepayment of your month-to-month subscription. If you cancel your subscription, or your subscription is suspended for nonpayment, before Your prepayment has been depleted, we will refund any unearned prepayment fees but you will no longer qualify for a prepayment discount and you will be charged the difference between the monthly and prepayment discount pricing for the number of months your subscription was active during a prepayment period. If you cancel only a portion of your subscription, you may still qualify for a prepayment discount and the prepaid amounts attributed to that portion will be used against other services to which you have subscribed. If you receive a discount for subscribing to a bundled set of Services you will maintain that discount for as long as you are actively subscribed to, and utilizing the bundled Services. If you terminate one of the bundled Services, you will no longer qualify for a bundled discount. If you add a product before the end of your monthly billing cycle, you will be charged at a prorated rate starting on the day the product is added through the end of the billing cycle. Updated monthly pricing will be reflected on your next bill.
   1. Contesimal may at any time, upon notice of at least 60 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees. If you have prepaid your monthly or annual subscription service, price changes and institution of new charges implemented after your prepayment will go into effect for your next subscription term after the 60 days’ notice and the updated fees will be subtracted from your prepayment. If you do not agree to any such price changes, then your sole remedy is to cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies.  You are solely responsible for initiating the cancellation of your subscription to the Service.
5. Payment Disputes. Contesimal will not exercise its rights for Late Payments, Suspension of Service, or Termination for Cause with respect to non-payment by You if You are disputing the applicable charges reasonably and in good faith and You are cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, Contesimal will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.
6. Free Trial Customers.  Upon the expiration of Customer’s free trial, Contesimal may immediately suspend Customer’s access to the free trial Services. Customer must export Downloadable Data within 14 Days of the end of the free trial or Downloadable Data will be permanently deleted. Notwithstanding anything to the contrary in this Agreement, Contesimal will have no obligation to maintain, store, or otherwise retain Downloadable Data beyond the end of the free trial period.
7. Fees and Taxes.  All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which Contesimal may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.
8. Use of Third Parties for Payment Processing.  Contesimal may use a third-party service to manage payment processing provided that such service Contesimal is not permitted to store, retain, or use Your payment account information except to process Your payment information for Contesimal. You must notify Contesimal of any change in Your payment account information, either by updating Your Account or by e-mailing Contesimal at support@Contesimal.com.

9. Intellectual Property

1. Contesimal Rights.  As between the parties, Contesimal owns and shall retain all right, title and interest in and to (a) the Software, Service, and Related Applications including all intellectual property rights therein, and (b) all operational and performance data related to your use of the Software, Service, and Related Applications, including, without limitation, which features are used, time spent using the Service, and similar data and metadata created in connection with the Service, together with analysis of such operational and performance data and derived findings, correlations, discoveries, and other insights or learnings derived by Contesimal from such analysis (collectively, “Performance Data”). 
2. Your Rights.  You retain all right, title and ownership interest in and to your Data. Contesimal has no right, title or interest in any personally identifiable information contained in or related to your Data. If you are a consultant to the You of Contesimal and provide services to such You that include or involve accessing and/or using the Data, you acknowledge that you do not own or have any rights or interests in the Data except as authorized by the You of Contesimal and that such You is the owner of the Data in the Contesimal Service. You further acknowledge and agree that Contesimal may follow the instructions of the You regarding the Data including removing your access to the Data and/or reassigning your roles and permissions related to the Data.. Notwithstanding anything to the contrary in this Agreement, Contesimal may collect and use any data that is gathered in or derived from the use of the Services (“Usage Data”) to develop, improve, support, and operate its products and services. Contesimal shall not share with a third party any Usage Data that includes Your Confidential Information except (i) in accordance with the “Confidentiality” section of this Agreement, or (ii) to the extent the Usage Data is aggregated and anonymized such that the data no longer directly identifies You or Your Users.
3. Feedback.  To the extent you provide any suggestions, enhancement requests, recommendations, comments, or other feedback (“Feedback”) about the Service to Contesimal, the Feedback will not be considered confidential or proprietary, and Contesimal may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if you provide Feedback, you agree that Contesimal shall own all such Feedback, and Contesimal and its affiliates, licensees, consultants, partners, contracteed third-parties and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to Contesimal.
4. Deliverables.  From time to time during the Term, Contesimal may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”) for you pursuant to agreement between you and Contesimal. Contesimal shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. Contesimal may reuse any Deliverables, provided that such use does not reveal your identity, your confidential information or any personally identifiable information that belongs to you or your employees.  These Deliverables include any documents generated via AI using Contesimal.  This does not include the content generated by You.
5. Other Services.  Contesimal or other third parties may make available (for example, through the Contesimal Marketplace currently located at https://www.contesimaltools.ai) or other forums, third-party products or services (“Third-Party Services”). These Third-Party Services may integrate with the Services and are not licensed by Contesimal pursuant to this Agreement, but are governed by the third party Contesimal’s terms and conditions and privacy policies that accompany them, which You must separately accept, and the Contesimal Marketplace User Terms. Contesimal does not warrant or support Third-Party Services, unless expressly provided otherwise. Contesimal is not responsible for any disclosure, modification, or deletion of You Data resulting from access by such third party. The Service may contain features designed to interoperate with Third-Party Services. Contesimal cannot guarantee the continued availability of such Third-Party Services and may cease supporting them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the Third-Party Service Contesimal ceases to make the Third-Party Service available for interoperation with the corresponding Service features in a manner acceptable to Contesimal. You understand that Contesimal is not responsible for providing technical support for the Third-Party Services and that Contesimal is not responsible for the data hosting and data transfer practices followed by the Contesimals of such Third-Party Services.

10. Acceptable Use Policy

1. Users must use the Service only for lawful purposes and in accordance with these Terms.
2. Prohibited activities include, but are not limited to, abusing the Service, spreading malware, and infringing on others’ rights.
3.  Usage Rights.  During the Term, Contesimal grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the Service and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates Contesimal to deliver or make available to you any copies of computer programs or any of the software used to provide the Service (the “Software”), whether in object code or source code form. You agree to use the Service, including the Beta Service, only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to use the Service, including the Beta Service:
   • 1. to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by Contesimal;
     2. for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by Contesimal in its sole discretion);
     3. to attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
     4. to penetration test, hack or otherwise attempt to test the security of the Software or Service;
     5. to duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Contesimal;with any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or
     6. to rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.
4. Cloud Services Limitations
   1. Without limiting any restrictions on use of the Cloud Service in the Agreement, Customer will not and will not permit anyone else to:
      1. use the AI Features or any Output to infringe any third-party rights,
      2. use the AI Features or any Output to develop, train or improve any AI or ML models (separate from authorized use of the Cloud Service under this Agreement),
      3. represent any Output as being approved or vetted by Contesimal,
      4. represent any Output as being an original work or a wholly human-generated work,
      5. use the AI Features for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with Laws, or
      6. use the AI Features for purposes or with effects that are discriminatory, harassing, harmful or unethical.

11. Infrastructure Support

1. Contesimal shall provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support, if available, and purchased separately.
2. Contesimal shall use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (i) planned downtime , (ii) any unavailability caused by circumstances beyond Contesimal’s or its subcontractors reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), internet service Contesimal failures or delays, or denial of service attacks, or (iii) as necessary to update the Service to ensure its security and integrity, and (c) provide the Service only in accordance with Applicable Law. Contesimal’s hours for basic support are 8:00 a.m. to 6:00 p.m., Pacific Time, on weekdays, in the English language.
3. Also, while Contesimal would like to offer the Service in a manner that accommodates all Users  in their native language, this is not currently practical considering the constant updating we do with our Service, the vast number of languages spoken and read in the world, and the localizations that would be required. Contesimal therefore currently provides much of its Service in English, with limited adaptations to certain major languages, which adaptations are made in its sole discretion.

12. Limitation of Liability and Warranties

1. Limited Warranty. Contesimal represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the documentation and specifications generally provided by Contesimal in connection with the Service and any professional services performed for you by Contesimal will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.
2. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, CONTESIMAL HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, BETA SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. CONTESIMAL DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
3. LIMITATION OF LIABILITY. EXCEPT FOR (I) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (III) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY OR PAYABLE TO Contesimal FROM YOU PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. THE FOREGOING LIMITATIONS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

13. Privacy Policy

• Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.  http://contesimal.ai/privacy-policy

14. Termination

• Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
• PLEASE CAREFULLY REVIEW THE TERMS OF REFUNDING PRE-PAID SUBSCRIPTION AND DOCUMENT UPLOADING SERVICES.  THESE RULES WILL APPLY TO ALL TERMINATED ACCOUNTS.

15. Governing Law & Dispute

1. WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING TO RESOLVE ANY DISPUTE BETWEEN YOU AND CONTESIMAL THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE SECTION BELOW FOR DETAILS REGARDING ARBITRATION.
2. Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of Texas, United States, without regard to its conflict of laws principles, and the intellectual property laws of the United States of America. The Parties agree that all claims or disputes arising out of this Agreement will be decided by an arbitrator through arbitration and not by a judge or jury (“Arbitration Agreement”). This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) and evidences a transaction involving commerce. Any arbitration between the Parties shall be conducted by a single arbitrator, governed by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures (collectively, “JAMS Rules”), as modified by this Agreement, and administered by JAMS. The arbitration proceeding will take place in Austin, TX, unless otherwise agreed. The JAMS Rules and fee information are available at www.jamsadr.org or by calling JAMS at 1-800-352-5267. The arbitrator is bound by these arbitration terms.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this [Section 20].
3. A court of competent jurisdiction will have the authority to enter judgment on the arbitrator’s decision and award. The Parties agree to bring any claim or dispute in arbitration on an individual basis only, and not as a class or collective action, and there will be no right or authority for any claim or dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything herein and/or the applicable JAMS Rules, the interpretation, applicability or enforceability of the Class Action Waiver may only be determined by a court and not an arbitrator. The following claims are excluded from this Arbitration Agreement: (a) claims in small claims court; (b) claims to enforce or to prevent the actual or threatened violation of a party’s intellectual property rights; (c) claims for temporary relief in connection with an arbitrable controversy; and (d) claims that are non-arbitrable per the applicable federal statute.
4. For legal purposes, Contesimal LLC is registered at the address:  Dobie Center, 2025 Guadalupe St., Suite 260, Austin, TX 78705

16. Changes to the Terms

1. Contesimal may modify the Services, Software, and Service Plans from time to time, including by adding or removing features, functions, and entitlements; provided, however, that (i) Contesimal will not materially decrease the overall functionality of the Services or Software during Your Subscription Term, except where such modifications are required for data security reasons or to comply with applicable law and (ii) any such modifications are made on a prospective and nondiscriminatory basis.  Such modifications to any Services, Service Plans, or Software are subject to this Agreement. You agree that its purchase to subscriptions of the Services and Software is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written comments made by Contesimal with respect to future functionality or features.

17.  Publicity.  

1. Unless otherwise agreed to by you and Contesimal, during the Term, Contesimal may disclose Your company name as a You of Contesimal and/or subscriber to the Service, and you hereby grant Contesimal the right to display your company name and logo in Contesimal’s marketing materials and on Contesimal’s public website, in each case in accordance with any branding guidelines you may provide to Contesimal.

18. Confidentiality 

1. Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the Contesimal may use Your confidential information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely (i) to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (iii) as reasonably necessary to comply with any applicable law or regulation.  The provisions of this section will supersede any non-disclosure agreement by and between Contesimal and You entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, including Your data, and such agreement will have no further force or effect with respect to the foregoing. 

19. Relationship of the Parties. 

1. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.

20.  Entire Agreement

1. This Agreement, the Privacy Notice, and any Supplemental Terms, constitutes the entire agreement and supersedes any and all prior agreements or communications between You and Contesimal, including but not limited to Your registration forms and purchase orders, regarding the subject matter hereof. In the event of a conflict between the Privacy Notice, the Supplemental Terms and this Agreement, the order of precedence will be, first, the Privacy Notice, second, the Supplemental Terms, fourth this Agreement. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision, and the remaining provisions of this Agreement will remain in effect.