TERMS AND CONDITIONS

Last updated  May  13, 2022

1. Agreement to Terms

1. Agreement to Terms

1.1 These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (hereinafter: “You”, “User”), and Staircase AI Inc, located at 101 South Topanga Canyon Blvd. #198 Topanga, California, United States 90290 (together: “Staircase AI”, “We”, “Us”), concerning your access to and use of the Staircase.ai (https://www.www.staircase.ai) website as well as any related applications (hereinafter: “the Site”). The Site provides the following services: Online platform for Customer Success (hereinafter: “CS”) professionals to analyze relationships with their customers (hereinafter: “the Services”). You agree that by accessing the Site and/or Services, you have read, understood, and agree to be bound by all of these Terms and Conditions.

BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SERVICES OR AT ANY OTHER PLACE BY THE COMPANY. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT DOWNLOAD, INSTALL, USE OR ACCESS THE SERVICES.

1.2 The supplemental policies set out in Section 1.7 below, as well as any supplemental terms and conditions or documents that may be posted on the Site from time to time, are expressly incorporated by reference.

1.3 We may make changes to these Terms and Conditions at any time. When we make material changes to these Terms, we will provide You with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending You an email. Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes. The updated version of these Terms and Conditions will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. You are responsible for reviewing these Terms and Conditions to stay informed of updates. Your continued use of the Site represents that you have accepted such changes.

1.4 We may update or change the Site from time to time to reflect changes to our products, our users’ needs and/or our business priorities.

1.5 The Site is available only to individuals who (a) are at least sixteen (16) years old; and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law. Therefore, you hereby represent that you possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Site in accordance with these Terms, and to fully perform your obligations hereunder.

1.6     If you are under the age of 16, you are not permitted to register for the Site or use the Services without parental permission which will be delivered as mentioned at section 3.1. 

1.7 Our Privacy Notice https://www.staircase.ai/privacy-policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using the Site, you consent to such processing and you warrant that all data provided by you is accurate. 

2. Acceptable Use

2.1 You may not access or use the Site for any purpose other than that for which we make the site and our services available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

2.2 As 

  1.  a user of this Site, you agree not to:

    (a) Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users to send unsolicited email or creating user accounts under false pretenses;

    (b)Use the Site to advertise or sell goods and services;

    (c) Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any content or enforce limitations on the use;

    (d) Engage in unauthorized framing of or linking to the Site, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;

    (e) Make improper use of our support services, or submit false reports of abuse or misconduct;

    (f) Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;

    (g) Interfere with, disrupt, or create an undue burden on the Site or the networks and services connected to the Site;

    (h) Attempt to impersonate another user or person, or use the username of another user;

    (i) Sell or otherwise transfer your profile;

    (j) Use any information obtained from the Site in order to harass, abuse, or harm another person;

    (k)Use the Site or our content as part of any effort to compete with us or to create a revenue-generating endeavor or commercial enterprise;

    (l) Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site;

    (m) Attempt to access any portions of the Site that you are restricted from accessing;

    (n) Delete the copyright or other proprietary rights notice from any of the content and/or the Site any restrictions and signs indicating proprietary rights of Staircase AI or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©, ™, or ®);

    (o) Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;

    (p) Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Site, or any material that acts as a passive or active information collection or transmission mechanism;

    (q)Use, launch, or engage in any automated use of the system, such as using scripts to send comments or messages, robots, scrapers, offline readers, or similar data gathering and extraction tools;

    (r) Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site;

    (s)Use the Site in a manner inconsistent with any applicable laws or regulations. Threaten users with negative feedback or offering services solely to give positive feedback to users;

    (t) Misrepresent experience, skills, or information about a User;

    (u) Advertise products or services not intended by us;

    (v) Falsely imply a relationship with us or another company with whom you do not have a relationship.

3. Information you provide

3.1 You represent and warrant that: (a) all registration information you submit will be true, accurate, current, and complete and relate to you and not a third party; (b) you will maintain the accuracy of such information and promptly update such information as necessary; (c) you will keep your password confidential and will be responsible for all use of your password and account; (d) you have the legal capacity and you agree to comply with these Terms and Conditions; and (e) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site. Such permission will be in effect, only by Staircase AI representee approval.

If you know or suspect that anyone other than you know your user information (such as an identification code or user name) and/or password you must promptly notify us at info@staircase.ai.

3.2 If you provide any information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account. We may remove or change a user name you select if we determine that such user name is inappropriate.

3.3 As part of the functionality of the Site, you may link your account with online accounts you may have with third party service providers (each such account, a “Third Party Account”) by either: (a) providing your Third Party Account login information through the Site; or (b) allowing us to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account.

3.4 You represent that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers.

3.5 By granting us access to any Third Party Accounts, you understand that (a) we may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists; and (b) we may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account.

3.6 Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Site. Please note that if a Third Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third party service provider, then Social Network Content may no longer be available on and through the Site.

3.7 You will have the ability to disable the connection between your account on the Site and your Third Party Accounts at any time. Please note that your relationship with the third party service providers associated with your third party accounts is governed solely by your agreement(s) with such third party service providers. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and we are not responsible for any Social Network Content.

3.8 You further acknowledge and agree that Staircase AI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with use of or reliance on any services, content, products or other materials available on or through such Third Party Accounts. Most of such Third Party Accounts and services provide legal documents, including terms of use and privacy policy, governing the use thereof. It is always advisable and we encourage you to read such documents carefully before using those sites and services, inter alia, in order to know what kind of information about you is being collected.

3.9 You acknowledge and agree that we may access your email address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site. At your email request to info@staircase.ai or through your account settings (if applicable), we will deactivate the connection between the Site and your Third Party Account and attempt to delete any information stored on our servers that was obtained through such Third Party Account, except the username and profile picture that became associated with your account.

4. Content you provide

4.1 There may be opportunities for you to post content to the Site or send feedback to us (hereinafter: “User Content”). You understand and agree that your User Content may be viewed by other users on the Site, and that they may be able to see who has posted that User Content.

4.2 You warrant that any User Content does comply with our Acceptable Use Policy, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of this warranty.

4.3 We have the right to remove any User Content you put on the Site if, in our opinion, such User Content does not comply with the Acceptable Use Policy.

4.4 We are not responsible and accept no liability for any User Content including any such content that contains incorrect information or is defamatory, or for loss of User Content. We accept no obligation to screen, edit or monitor any User Content but we reserve the right to remove, screen and/or edit any User Content without notice and at any time. User Content has not been verified or approved by us and the views expressed by other users on the Site do not represent our views or values.

5. Our content

5.1 Unless otherwise indicated, the Site and Services including source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (hereinafter: “Our Content”) are owned or licensed to us, and are protected by copyright and trademark laws.

5.2 Except as expressly provided in these Terms and Conditions, no part of the Site, Services or Our Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

5.3 Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and Our Content and to download or print a copy of any portion of the Content to which you have properly gained access solely for your own personal, non-commercial use.

5.4 You shall not (a) try to gain unauthorised access to the Site or any networks, servers or computer systems connected to the Site; and/or (b) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Site or Our Content, including the modification of the paper or digital copies you may have downloaded.

5.5 We shall (a) prepare the Site and Our Content with reasonable skill and care; and (b) use industry standard virus detection software to try to block the uploading of content to the Site that contains viruses.

5.6 The content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Site.

5.7 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that Our Content on the Site is accurate, complete or up to date.

6. Site Management

6.1 We reserve the right at our sole discretion, to (1) monitor the Site for breaches of these Terms and Conditions; (2) take appropriate legal action against anyone in breach of applicable laws or these Terms and Conditions; (3) refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any of your Contributions; (4) remove from the Site or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and Services.

6.2 We do not guarantee that the Site will be secure or free from bugs or viruses.

6.3 You are responsible for any specifications regarding your information technology, computer programs, platform to access the Site and you should use your own virus protection software.

7. Modifications to and availability of the Site

7.1 We reserve the right to change, modify, or remove the contents of the Site or the Services at any time or for any reason at our sole discretion without notice. We also reserve the right to modify, suspended, or discontinue all or part of the Services without notice at any time.

7.2 We cannot guarantee the Site and Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or Services during any downtime or discontinuance of the Site or Services. We are not obliged to maintain and support the Site or Services or to supply any corrections, updates, or releases.

7.3 There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Services, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice.

8. Data Protection – EU, UK, California

“Client” means a Staircase AI customer who uses our Service.

“Individuals” means Clients’ customers who are data subjects in regard to the personal data processing of SRI platform.

 

8.1. To the extent that Personal Data provided by Client for analysis by the Services is governed by EU General Data Protection Regulation 2016/679 (“GDPR”), then this section 8 applies. All capitalized terms in this section 8 not otherwise defined, will take the definition in GDPR. We are a Processor, and you are a Controller, of the Personal Data processed in the Services. For the purposes of California Consumer Privacy Act (Cal. Civ. Code §1798) (“CCPA”), you are a Business, and we are a Service Provider. 

8.2. We process Personal Data for you only on your documented instructions, including in particular this Agreement and any other agreement between the Parties or other written instruction. We may also process such Personal Data where required by applicable laws to which we are subject.

8.3. We will process Personal Data for the purposes of: (i) providing the Service, including also product improvement, fraud prevention, and auditing; (ii) fulfilling our obligations under this Agreement and any other agreement or lawful instruction; and (iii) as otherwise required by law.

8.4. We will process the data of your business, staff and clients, at your instruction, including communication between you and your clients. We will process name; company name; job title; phone number; email address; sender; recipient; message delivery date and time; email content; video conference and event participation data; and chat message content, and other data which you may instruct us to process. This includes more generally all data captured in corporate communications between you and your client, such as messaging, chat, email, calls and ticketing. 

8.5. Our personnel engaged in Processing Personal Data are and will remain committed to confidentiality. We take not less than industry-appropriate technical and organizational measures to ensure the security of its Processing of Personal Data, and meet or exceed the requirements of GDPR Article 32. Details of our information security practices are detailed in the Staircase AI Technical and Data Security Measures document, available to you on request.

8.6. We engage sub-processors (“Sub-processors”) to process Personal Data on our behalf. Sub-processors are listed in the Staircase AI Sub-processor list available on request (the “Sub-Processor List”); it is your responsibility to register for notifications of updates to the list; we will provide notifications at least 14 days prior to the such Sub-processors conducting data processing on our behalf, if you want to receive such notifications. We enter into a written agreement with each such Sub-processor on terms not substantively less protective of Personal Data than this section 8. As between the you and us, we remain responsible for the acts and omissions of each Sub-processor in respect of your personal data which we process. You may object to a new Sub-processor within 14 days of receiving notice as above, and on reasonable and explained grounds in writing, in which case we will make commercially reasonable efforts to provide an alternate acceptable Sub-processor, or this Agreement will terminate.

8.7. We will assist you in responding to requests for exercising Data Subjects’ rights (GDPR Articles 15-22; a “Request”). We will inform you promptly if we receive a Request, and in any event within 72 hours of receiving the Request, and will not take any other action without your authorization. We will likewise assist you with your obligations pursuant to applicable data protection laws, such as GDPR Articles 32-36, including also data security, data protection impact assessments, and breach notifications. We will inform you without delay, if we experience a Personal Data Breach of your personal data, and will provide details in accordance with GDPR Article 33. We will make available all information necessary to demonstrate compliance with GDPR obligations under GDPR Articles 28 and 32, and applicable data protection law, and allow for and contribute to audits and inspection in this regard.

8.8. We will promptly delete and procure the deletion of Personal Data where so instructed by you, unless and to the extent that retention is required by applicable laws, or for our audit, compliance or liability purposes.

8.9. We may assign our respective rights and obligations where such assignment is by way or merger or acquisition of all or substantially all our equity or assets, or change of control.

8.10. Our data protection officer may be contacted at privacy@staircase.ai.

8.11. We process Personal Data in locations not deemed adequate by the EU Commission, including in particular the USA, on the basis of the Standard Contractual Clauses in the form issued as part of the EU Commission Decision (EU) 2021/914 (“SCCs”), as may be updated from time to time (or successor clauses, or successor instrument to the Privacy Shield). For the purposes of the SCCs: Module Two shall apply (controller to processor); Clause 7 is opted out of; for the purposes of Clause 9, general authorization is granted, with a prior notification period of 14 days, and a list as detailed in 8.6 above; for the purposes of Clause 11(a), the Optional Part is deleted; for the purposes of Clause 13(a) and Annex I.C, the competent supervisory authority shall be the supervisory authority of the Member State where the Data Exporter is established or has a representative; for the purposes of Clause 17: option 2 applies, and the governing law will be Ireland; for the purposes of Clause 18: disputes shall be resolved by the courts of Ireland; for the purposes Annex I: you are the ‘Data exporter’, we are the ‘Data importer’; the ‘Data Subjects’, ‘Categories of data’, ‘Frequency of the transfer’, ‘Nature of processing’, ‘Purpose’, ‘Retention period’, ‘subject matter, nature and duration of the processing’ are as described in this agreement. For the purposes of Annex II of the SCCs Staircase AI’s security measures are as set forth in the Staircase AI Technical and Data Security Measures document, provided to you.

8.12. Until such time as the UK approves the SCCs, or approves the addendum for acceding to the SCCs, if Client Personal Data is transferred from the UK subject to the UK GDPR, then such transfer is made pursuant to the standard contractual clauses approved by EU Commission Decision 2004/915/EC, dated 27 December 2004 (“UK SCCs”); “supervisory authorities” will be the UK ICO; the “Member State” will be the UK; the illustrative indemnification clause does not apply; in Clause 4(f) the language “adequate protection within the meaning of Directive 95/46/EC” is deleted and replaced with “a level of data protection that is considered adequate under, or equivalent to, the applicable data protection law.” Clause 9, Governing Law, shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” In Clause 11(3), the language “, namely…” until the end of the sentence is deleted. The appendices of the UK SCCs are as in section 8.11 above, mutatis mutandis. The parties acknowledge and agree that if the UK SCCs are replaced or superseded, they will cooperate to apply the new clauses.

8.13. CCPA: We acknowledge that we do not receive any Personal Data as consideration for any services or otherwise, and that your Personal Data received is for business purposes. We do not sell (as defined in CCPA), retain, use or disclose your Personal Data outside of the business relationship with you or for any other purpose than is stated in this Agreement. We receive your Personal Data for the business purpose of providing the Service. You acknowledge that providing Personal Data does not form part of any monetary or other valuable consideration exchanged between the parties under this Agreement. We acknowledge that we understand the rules, restrictions, requirements and definitions of this Agreement and of CCPA.

9. Subscription Terms, Renewal and Fee Payment

9.1 Order Form. Our order form may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by you to us, including via mail, email or any other electronic or physical delivery mechanism (the “Order Form”). Such Order Form will list, at the least, the Service ordered, subscription plan, term and the associated fees.

9.2 Subscription Term. The Service is provided on a subscription basis for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form (the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).

9.3 Subscription Fees. In consideration for the provision of the Service (Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (the “Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in US dollars. Customer hereby authorizes us, either directly or through our payment processing service, to charge such Subscription Fees via Customer’s selected payment method, upon due date. Unless expressly set forth herein or in the Order Form, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.

9.4 Taxes. The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.

10. Confidentiality

10.1 Confidential Information. In connection with these Terms and the Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”) to the other party (“Receiving Party”). For the avoidance of doubt, (i) Customer Data is regarded as Customer’s Confidential Information, and (ii) our Site, Service, Trial Service, Free Version Service ,and/or Pre-Released Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.

10.2 Confidentiality Undertakings by the Receiving Party. The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.

10.3 Compelled Disclosure. Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

11. Warranty Disclaimer

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

11.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.

11.2 WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SERVICE AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE OR THAT THE SITES AND/OR SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU MAY SUFFER, THAT ARE BEYOND OUR CONTROL.

11.2.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (I) THAT OUR SERVICE (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE.

12. Limitation of Liability

12.1 NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.2 EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF THE USE RESTRICTIONS, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

13. Term and Termination

13.1 These Terms and Conditions shall remain in full force and effect while you use the Site or Services or are otherwise a user of the Site, as applicable. If you have entered into an Order Form these Terms shall continue to apply until the period stated in the Order Form.

13.2 Without limiting any other provision of these Terms and Conditions, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site and the Services (including blocking certain IP addresses), to any person for any reason including without limitation for breach of any representation, warranty or covenant contained in these Terms and Conditions or of any applicable law or regulation. If we determine, in our sole discretion, that your use of the Site/Services is in breach of these Terms and Conditions or of any applicable law or regulation, we may terminate your use or participation in the Site and the Services or delete your profile and any content or information that you posted at any time, without warning, in our sole discretion.

13.3 If we terminate or suspend your account for any reason set out in this Section 11, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

13.4 You agree that the Company shall not be liable to you or any third party for any termination of your right to use or otherwise access the Services.

14. Indemnification

14.1 By Customer. You hereby agrees to indemnify, defend and hold harmless Staircase AI and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”) incurred as a result of any third party claim arising from (i) User’s , violation of these Terms or applicable Law; and/or (ii) User data, including the use of User data by Staircase AI and/or any of its subcontractors, infringes or violates, any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights. Staircase AI retains the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

14.2 By Company. We hereby agree to defend Customer, its affiliates, officers, directors, and employees, in and against any third party claim or demand against Customer, alleging that Customer’s authorized use of the Service infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (the “IP Claim”), and we will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees. Company’s indemnity obligations under this Section 14 shall not apply if: (i) the Service (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Service is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (ii) any IP Claim arising or related to, the Customer Data or to any events giving rise to Customer’s indemnity obligations under Section ‎‎ 14 above. Without derogating from the foregoing defense and indemnification obligation, if We believes that the Service, or any part thereof, may so infringe, then We may in its sole discretion: (i) obtain (at no additional cost to you) the right to continue to use the Service; (ii) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if We determine that the foregoing remedies are not reasonably available, then We may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the Subscription Term. THIS SECTION 14  STATES OUR’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY US AND/OR OUR SERVICE.

15. General

15.1 Visiting the Site, sending us emails, and completing online forms constitute electronic communications You agree to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

15.2 You hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

15.3 These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Services constitute the entire agreement and understanding between you and us.

15.4 Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.

15.5 We may assign any or all of our rights and obligations to others at any time.

15.6 We shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control.

15.7 If any provision or part of a provision of these Terms and Conditions is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site or Services.

15.8 Unless otherwise explicitly specified, this Agreement shall be construed and enforced in all respects in accordance with the laws of Delaware, without reference to principles of conflict or choice of law. Unless otherwise explicitly specified, the courts located in Delaware shall have exclusive jurisdiction over any dispute or matter in connection with this Agreement.

15.9 A person who is not a party to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.

15.10 In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us by email at info@staircase.ai

or by post to:

Staircase AI Inc
101 South Topanga Canyon Blvd. #198 ,Topanga, California, United States 90290