Subscription Agreement Terms of Use and Service
1. Acceptance of Terms.
a. By (i) signing-up for a membership subscription, (ii) using this product with online functionality, this web site ( “Site”) or other online service of LavenirAI, its affiliates and agents (“LavenirAI”) with links to these Terms of Use (the “General Terms”) (collectively, the “Services”) in any way, including using, transmitting, downloading or uploading any Materials (as defined below) made available or enabled via the Services by LavenirAI , or (iii) merely browsing the Services, you agree that you have read, understand and agree to these General Terms, the EULA, LavenirAI’s GDPR Disclosure and Privacy Policy at lavenirai.com/privacy-policy-explorer, which is incorporated herein by reference. “Materials” means any content made available or enabled by LavenirAI or its licensors, and includes, without limitation, any information, data, documents, images, slides, content, resources, case study information, photographs, graphics, audio, videos, or webcasts, products, and LavenirAI software code and associated documentation (“Software”).
b. You may not use the Services if you are prohibited by Law (as defined below in Section 2(c)) from receiving or using the Services. Unless expressly stated in the Additional Terms for any given Service, you may not use the Services unless you are fully able and competent to enter into the conditions, obligations, representations and other terms of these General Terms and are either of legal age to form a binding contract with LavenirAI, possess legal parental or guardian consent or are an emancipated minor. In particular, unless expressly stated in the Additional Terms for any given Service, you affirm that you are over the age of 14 and acknowledge that these Services were not intended for children under 14.
c. LavenirAI makes certain Services and Materials available only if you have paid a fee in addition to a software license fee or have provided LavenirAI certain registration information and/or created a LavenirAI.com account with ID and password or other log-in ID and password (collectively, “Account Information”). Some Services may also be subject to a subscription or other agreement, posted guidelines, rules, or terms of service (“Additional Terms”). If there is any conflict between the General Terms and the Additional Terms, the Additional Terms take precedence in relation to that Service. The General Terms and any applicable Additional Terms and all other documents incorporated by reference in these General Terms are referred to herein as the “Terms”.
d. LavenirAI may change the Terms from time to time at its sole discretion, including by imposing a charge for access to or use of a Service. If such changes are made, LavenirAI will make a new copy of the General Terms available at lavenirai.com/explorer-tos-agreement, with any new Additional Terms made available to you from within or through the affected Service. LavenirAI may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. Otherwise, your continued use of any affected Service constitutes your acceptance of the changes. Your use of the Services is subject to the most current version of the Terms posted on or through the affected Service at the time of such use. It is your responsibility to regularly check lavenirai.com/explorer-tos-agreement to review the current General Terms and Addition Terms.
2. Use of Services and Materials.
a. You agree to adhere to all limitations on dissemination, use and reproduction of any Materials that you download or access from the Services.
b. You agree that your Account Information will always be complete, accurate and up-to-date. It is your responsibility to keep your Account Information confidential at all times and you are solely responsible for all activity that occurs to your Account Information when you are logged in to your account. If you become aware of any unauthorized use of your account or Account Information or any other breach of security, you agree to notify LavenirAI immediately. You may not use another person’s Account Information. LavenirAI may require that you change your Account Information or certain parts of your Account Information at any time for any reason.
c. You agree to use the Services and the Materials only for purposes that are permitted by the Terms and any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction (including any laws regarding the export of data or software to and from the United States or other applicable countries) (“Law”).
d. You agree not to access or attempt to access the Services by any means other than the interface provided by LavenirAI or circumvent any access or use restrictions put into place to prevent certain uses of the Services.
e. You agree to keep a valid, up-to-date, and regularly monitored email address with your Account Information as LavenirAI might be providing you timely notifications related to your memberships, subscriptions and services covered by these Terms of Service such as auto-renewal notification and new benefits related to your membership and/or subscription.
3. Ownership.
a. The Services and Materials, and their selection and arrangement, are protected by copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights (the “Intellectual Property Rights”). Except as expressly provided in the Terms, LavenirAI and its suppliers do not grant any express or implied rights to use the Services and Materials.
b. The trademarks, logos and service marks displayed on the Services (the “Marks”) are the property of LavenirAI or third parties. You are not permitted to use the Marks without the prior consent of LavenirAI or the third party that may own the Marks.
4. Use of Software.
Any Software that is made available via the Services is the property of LavenirAI and its licensors and suppliers. You shall not use, download or install any Software or content that is accompanied by or includes a license agreement unless you agree to the terms of such agreements. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, redistribution or use on a service bureau basis. You are not permitted to use or otherwise rely on the Software for any commercial or production purposes. You cannot profit from the Software and such software is for internal or personal use only.
For clarity, your use of the Software is also subject to the disclaimers and limitations in Section 10, below and your compliance with the export control provisions of Section 13. Use of Materials is governed solely by the license terms (EULA). The latest version is available at lavenirai.com/eula-explorer.
6. Modifications to Services and Materials, Service Interruptions.
a. LavenirAI may at any time and from time to time modify or discontinue, temporarily or permanently, the Services or Materials, or any portion thereof, with or without notice. You agree that LavenirAI shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services or Materials.
b. There may be unanticipated interruptions in the availability of the Services or Materials, or any portion thereof. You agree that LavenirAI shall not be liable to you or any third party for such interruptions regardless of the duration of the interruption. Notwithstanding the foregoing, LavenirAI will use commercially reasonable efforts to remedy any such interruption as soon as possible.
9. Termination.
a. The Terms will continue to apply until terminated by either you or LavenirAI as set forth below.
b. If you want to terminate your agreement with LavenirAI, you may do so by (i) notifying LavenirAI at any time and (ii) closing your account for all of the Services or Materials that you use, where LavenirAI has made this option available to you. Closing your account and terminating your agreement with LavenirAI can be done by contacting the LavenirAI Customer Service at support@lavenirai.com. All sums paid for the License by you will not be refunded, even if you terminate your account early.
c. LavenirAI may at any time terminate the Terms (or portion thereof, such as any individual Additional Terms) with you if:
You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms); LavenirAI is required to do so by Law (for example, where the provision of the Services or Materials to you is, or becomes, unlawful); the provision of the Services to you by LavenirAI is, in LavenirAI’s opinion, no longer commercially viable; LavenirAI has elected to discontinue the Services or Materials (or any part thereof); or you do not pay to LavenirAI, when due, subscription amounts required to maintain your rights to the Services and Materials hereunder.
d. Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account may include: (i) removal of access to all offerings within the Services; (ii) deletion of Account Information, including your personal information, LavenirAI.com log-in ID and password, and all related information, and (iii) barring of further use of the Services.
e. You agree that all terminations for cause shall be made in LavenirAI’s sole discretion and that LavenirAI shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Services and Materials.
f. Upon expiration or termination of the Terms, you shall promptly discontinue use of the Services and Materials. However, any of LavenirAI’s disclaimers or limitations of damages of liabilities hereunder and Sections 2, 3, 6-9, 10, 12, and 14-16 will survive any termination or expiration of the Terms.
10. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
a. THE SITE, SERVICES AND MATERIALS ARE PROVIDED BY LAVENIRAI “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, LAVENIRAI MAKES NO WARRANTY THAT (I) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE SITE, SERVICES OR MATERIALS WILL MEET YOUR EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LAVENIRAI OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
b. LAVENIRAI SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES AND YOUR USE OF MATERIALS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED 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. LAVENIRAI ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES.
c. LavenirAI is not liable for any loss that you may incur as a result of someone else using your password or account or account information in connection with the site or any services or materials, either with or without your knowledge.
e. Some jurisdictions do not allow the exclusion of certain warranties, the limitation or exclusion of implied warranties, or limitations on how long an implied warranty may last, so the above limitations may not apply to you.
11. International Users.
a. The Services can be accessed from various countries around the world and may contain references to Services and Materials that are not available in your country. These references do not imply that LavenirAI intends to announce such Services or Materials in your country.
b. These Services are controlled, operated and administered by LavenirAI. LavenirAI makes no representation that the Services or Materials are appropriate or available for use by you in your location, and access to the Services from jurisdictions where the Services or Materials are illegal is prohibited. LavenirAI reserves the right to block access to the Services or Materials by certain users and/or locations around the world. You are responsible for compliance with all local Laws.
12. Limitation of Liability.
a. THE PROGRAMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE FURTHER DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MAJOR SOFTWARE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT MAJOR SOFTWARE WILL CORRECT ALL ERRORS. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR ENTIRE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED ONE HUNDRED DOLLARS (U.S. $100) OR THE AGGREGATE AMOUNT PAID BY YOU FOR ACCESS TO THE SERVICE, WHICHEVER IS GREATER.
b. LavenirAI’s aggregate liability and that of its affiliates and suppliers under or in connection with this agreement shall be limited to one hundred United States dollars ($100) or the aggregate amount paid by you for access to the service, whichever is larger. This limitation will apply even if LavenirAI has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.
c. The limitations and exclusions in this Section 12 apply to the maximum extent permitted by applicable law in your jurisdiction. Some jurisdictions prohibit the exclusion or limitation of liability for incidental, consequential or punitive damages. Accordingly, the limitations and exclusions set forth above may not apply to you.
13. Export Control Laws.
You acknowledge and agree that products, services or technology provided by LavenirAI are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer LavenirAI products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
14. Indemnity and Liability.
You agree to indemnify and hold LavenirAI and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your use of the Services or Materials, your connection to the Services or Materials, your access to or use of materials and resources provided by LavenirAI and your connections therewith, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights. You have a right to use the materials, content and resources in the software for your personal use only and shall not include the materials, content and resources in any manner for profit.
15. Resolution of Disputes.
a. All matters relating to your access to, or use of, the Services or Materials shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflict of laws principles thereof. Each party hereby attorns to the jurisdiction of the courts of the State of Arizona, County of Maricopa and agrees not to oppose any action brought in Arizona on the basis that the courts of Arizona are not an appropriate or convenient forum for same. The parties hereby confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.
b. All claims you bring against LavenirAI must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, LavenirAI may recover attorneys’ fees and costs up to U.S. $5,000, provided that LavenirAI has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
c. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or Materials in violation of the Terms you agree that LavenirAI shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
16. General.
a. Any notice provided to LavenirAI pursuant to the Terms should be sent to support@lavenirai.com and/or dpo@lavenirai.com, Attention: General Counsel. You can also send notice via email to legal@lavenirai.com.
b. It is the express wish of the parties that the Terms, any Additional Terms and all related documents have been drawn up in English. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents qui s’y rattachent, y compris tout avis, soient rédigés en anglais.
c. LavenirAI may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on or within the Services, or other reasonable means now known or hereafter developed.
d. The Terms constitute the entire agreement between LavenirAI and you with respect to your access to or use of the Services and Materials and supersede any prior agreements between you and LavenirAI on such subject matter. Notwithstanding the foregoing, the LavenirAI End User License Agreement, the latest version of which is available at https://www.LavenirAI.com/eula-explorer, shall also form part of this Agreement to the extent it is herein referenced, provided that in the event of a conflict between this Agreement and the LavenirAI End User License Agreement, the LavenirAI End User License Agreement shall control, including but not limited to your rights and responsibilities for use of the Software.
e. You may not assign or otherwise transfer your license, the Terms, or any right granted hereunder, without LavenirAI’s written consent. LavenirAI’s rights under the Terms are freely transferable by LavenirAI.
f. If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
g. Any failure by LavenirAI to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.