Terms of use
Standard Agreement
Last updated : 6th March, 2026
WHEREAS: A. Attentive Inc. (“Attentive”, “we”, “us” or “our”) through its Site, Products,
Services and Deliverables (all defined below) detailed herein inter alia provide the user with
requested information, measurements, and analysis relating to identified properties, construction
projects, plans, or geographic locations; B. The user of the Site, recipient of the Services (“you”
or “user”), through accessing the Site and/or by executing a Quote (as defined below) and/or
opening an account with us, has expressed an interest in accessing Attentive’s Site and services
in accordance with the Agreement (as defined below); C. We agree to give access to our Site and
provide services detailed in the Standard Agreement (“Standard Agreement”) and any other
quote (“Quote”) that may be entered into between you and us (each a “Party” and collectively,
“Parties”), which together make up the legal agreement between Attentive and the user. In case
of any conflict between this Standard Agreement and the Quote, the Quote shall prevail.
1. BINDING AGREEMENT
1.1 The Standard Agreement, along with Quote (if any) (“Agreement”), constitutes a legally
binding agreement made between the Parties concerning: (i) your access to and use of Attentive
AI’s websites (e.g., https://attentive.ai, http://app.attentive.ai/, https://ibeam.ai,
https://app.ibeam.ai and other websites through which we may provide you with Product, Report,
Services and Deliverables (all defined below)), any other media form, media channel, mobile
website or mobile application related, linked, or otherwise connected thereto (collectively, the
“Site”); (ii) tools, products, solutions or customizations provided to you by us through the Site
(“Product(s)”); and (iii) customized services being availed by you (“Services”) and the
associated work products created as a result of the Services (“Deliverables”) in accordance with
the Quote entered into between the Parties.
1.2. Our Site, Products and Deliverables provide information, measurements, analytics, and
related outputs concerning identified properties, construction projects, plans, or geographic
locations (each such output, a “Report”). You agree that by accessing the Site, Products or
availing the Services, you have read, understood, and agree to be bound by all of the Agreement.
If you do not agree with all of the Agreement, then you are expressly prohibited from using the
Site, Products, Services and Deliverables and you must discontinue any use immediately.
1.3. Any additional conditions, policies, API guidelines or supplemental terms that we make
available to you or on the Site are hereby expressly incorporated herein by reference and will be
governed by the Standard Agreement (to the extent applicable). We reserve the right, in our sole
discretion, to make changes or modifications to the Standard Agreement at any time and for any
reason. The Quote shall be amended on mutual agreement of both Parties. We will alert you
about any changes by updating the “Last updated” date of the Standard Agreement and all rights
and obligations that may have arisen in the past will be governed by the amended Standard
Agreement, and you waive any right to receive specific notice of each such change. It is your
responsibility to periodically review the Standard Agreement to stay informed of updates. You
will be subject to, and will be deemed to have been made aware of and to have accepted, the
changes in any revised Standard Agreement by your continued use of the Site after the date such
revised Standard Agreement are posted.
1.4. The information provided on the Site (along with the terms of our Privacy Policy) and the
Products, Deliverables, and any services provided under the Agreement is not intended for
distribution to or use by any person or entity in any jurisdiction or country where such
distribution or use would be contrary to law or regulation or which would subject us to any
registration requirement within such jurisdiction or country. Accordingly, those persons who
choose to access the Site or avail Services or use the Deliverables from other locations do so on
their own initiative and are solely responsible for compliance with local laws, if and to the extent
local laws are applicable and we specifically exclude any liability that may be incurred on
account of such access to the Site.
1.5. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are
not permitted to use or register for the Site.
2. INTELLECTUAL PROPERTY RIGHTS
2.1. Unless specifically provided for otherwise, the Site, Products, add-ons (if any) and
Deliverables (collectively, “SP&D”) are our proprietary property and all information,
customizations, Reports, source code, algorithms, databases, functionality, software, website
designs, audio, video, text, photographs, and graphics on the SP&D (collectively, the “Content”)
and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or
controlled by us or have been licensed to us, and are protected by copyright and trademark laws
and various other intellectual property rights and anti-trust laws of the United States, foreign
jurisdictions, and international conventions.
2.2. Subject to the terms detailed herein, if you are provided with any Deliverable or Report, you
are granted a perpetual, irrevocable, non-exclusive, not for resale, worldwide, royalty free, fully
paid up license to use, make, execute, reproduce, display, prepare derivative works based upon
(other than through machine learning by the user), and distribute (internally) copies of the
Deliverables/Reports. You are prohibited from sub-licensing the intellectual property embedded
in the Deliverables/Reports or selling copies of the Deliverables/Reports in any form to any other
party.
2.3. Please also note that any derivative data generated as a part of providing our Products to you
and/or your access to the Site will be solely and entirely owned by us and to this extent you
waive any right (legal or moral) to such derivative data. The Content and the Marks are provided
on the SP&D “AS IS” for your information and personal use only. Except as expressly provided
in the Agreement, no part of the SP&D and no Content or Marks may be shared, 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.
2.4. Provided that you are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of the Content to which you have
properly gained access solely for your personal or enterprise use. These rights are granted only to
the single identified user of the website in whose name the user ID is created. We reserve all
rights not expressly granted to you in and to the SP&D, the Content and the Marks.
2.5. If you sign up with us, you hereby grant us the limited right to display your trademarks,
service marks and logos for our promotional and marketing purposes on the Site or our
marketing or investment material. It is your responsibility to make available to us any usage
guidelines associated with the use of your trademarks, service marks and logos.
2.6. Notice for Claims of Intellectual Property Violations and Copyright Infringement
3. USER REPRESENTATIONS
3.1. By using the SP&D and availing the Services, you represent and warrant that: (1) all
registration information you submit will be true, accurate, current, and complete; (2) you will
maintain the accuracy of such information and promptly update such registration information as
necessary; (3) you have the legal capacity to bind the entity that you represent to comply with the
Agreement; (4) you are not a minor in the jurisdiction in which you reside or are not prohibited
from availing the Services; (5) you will not access the SP&D or avail the Services
We respond to notices of alleged copyright infringement under the United States Digital
Millennium Copyright Act. We try to ensure that items and content on our Site do not infringe
upon the copyright, trademark, or certain other intellectual property rights of third parties. If you
believe that your intellectual property rights have been infringed, please notify us and we will
investigate through automated or non-human means, whether through a bot, script or otherwise;
(6) you will not use the SP&D or avail the Services for any fraudulent, illegal, unlawful or
unauthorized purpose; (7) your use of the SP&D or availing the Services will not violate any
applicable law or regulation; (8) your use of the SP&D (or its derivatives) does not compete with
us either directly or indirectly; and (9) in case you provide any information to us under the
Agreement, such sharing of information is in accordance with applicable law.
3.2. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have
the right to suspend or terminate your account and refuse any and all current or future Services
and/or use of the SP&D (or any portion thereof).
4. USER REGISTRATION
4.1. You will be required to register with the Site to access some Content and the Product. You
may be required to provide basic identity, contact and payment information for you or your
enterprise upon registration. While we do not expect or require you to share any personal data
with us, in case you share any personal data through the Site, it shall be governed by our Privacy
Policy. You agree to keep your password confidential and ensure that no one else secures access
to your user account. You will be responsible for all use of your account and password. We
reserve the right to remove, reclaim, or change a username you select if we determine, in our sole
discretion, that such username is inappropriate, obscene, or otherwise objectionable.
4.2. Access to the Product may be limited based on the applicable pricing plan or Quote,
including, without limitation, user limits, usage quotas, license counts, device restrictions, or
concurrency limitations, as specified in the applicable plan or Quote. Where user accounts are
required, each authorized user will be granted a unique user ID. You are responsible for ensuring
that all authorized users comply with the terms of the Agreement, and you shall remain liable for
any breach of the Agreement by such users.
4.3. If you choose, or are provided with, a user name, password or any other piece of information
as part of our security procedures, you must treat such information as confidential, and you must
not disclose it to any other person or entity. You also acknowledge that your account is personal
to you and agree not to provide any other person with access to the Site or portions of it using
your username, password or other security information. You agree to notify us immediately of
any unauthorized access to or use of your username or password or any other breach of security.
You also agree to ensure that you exit from your account at the end of each session. You should
use particular caution when accessing your account from a public or shared computer so that
others are not able to view or record your password or other personal information.
5. FEES AND PAYMENT
This Section applies only to self-serve subscriptions and shall not apply to subscriptions
governed by a Quote. Fees and payment terms for subscriptions governed by a Quote shall be
exclusively as set forth in the applicable Quote.
5.1 We use Stripe to process payments made to us. You agree to be bound by the payment terms
of Stripe for the purposes of making payments. You may access the payment terms here
- https://stripe.com/payment-terms/legal.
5.2. You may be required to purchase or pay a fee to access some of our services. You agree to
provide current, complete, and accurate purchase and account information for all purchases made
via the Site. You further agree to promptly update account and payment information, including
email address, payment method, and payment card expiration date, so that we can complete your
transactions and contact you as needed. We bill you through an online billing account for
purchases made via the Site. Any applicable tax will be added to the price of purchases as
deemed required by us and as mandated under applicable law. All payments shall be in U.S.
dollars.
5.3. For self-serve subscriptions subject to recurring charges, you authorize us to charge your
designated payment method on a recurring basis in accordance with your selected billing cycle
until cancellation in accordance with Section 8. In the event of a failed charge attributable to you
or your payment provider, we may provide written notice and attempt to reprocess the charge. If
payment remains unsuccessful, we reserve the right to suspend or terminate access to the SP&D
and pursue recovery of amounts due. You agree to pay all amounts due within fifteen (15) days
of the applicable invoice or billing date.
6. OUR FEES
6.1. In the case of a subscription governed by a Quote, fees and payment terms shall be governed
exclusively by the applicable Quote.
6.2. When registering with us, you may select to create a free account. No credit card
information is needed at this time but your access to our platform’s features will be limited. If
you choose to do so, you may select a paid account that fits your needs. We offer a variety of
plans, all available on the following pages here: https://www.ibeam.ai/field-services/pricing,
https://ibeam.ai/pricing. Your billing account shall be charged for each billing cycle. A billing
cycle shall usually include the subscription amount for the subsequent month and the charges for
the total number of Reports or any other features, accessed by you or customizations created for
you in the preceding month. We may change our fees at any time and the revised fees shall
become applicable from the next billing cycle.
6.3. Users who previously created accounts and have prior plans with us are able to continue
using their prior payment plan unless they upgrade or downgrade their accounts. Any upgrades
will occur immediately at a prorated rate. Any downgrades to a user’s account will take place
following the end of their current billing cycle.
7. CUSTOMISED ACCOUNT
7.1. You may choose to avail of a customized package as per the terms agreed between the
Parties by entering into a Quote. As part of a customized account you may be offered 1. bulk
discount, 2. API access, 3. custom enterprise services, and 4. any other customizations to the
Product. In order to avail of a customized account you may get in touch with us at
sales@attentive.ai.
7.2. Each customization shall be charged separately. We will inform you about the charges for
any customization up-front over email. An email from your account confirming the
customizations that we offer will serve as the final acceptance of the customizations. In the case
of a customized account, any other terms in the Standard Agreement may be amended over email
or such other manner as may be mutually agreed to between us and you (“Amended Standard
Agreement”) and any such changes shall stand incorporated into the Standard Agreement once
they have been agreed by you and us over email. In case of any conflict between the Standard
Agreement and the Amended Standard Agreement, the Amended Standard Agreement shall
prevail. The Parties may alternatively agree to execute a Quote instead of agreeing to any
Amended Standard Agreement. In case of any execution of a Quote, such Quote shall prevail
over the Amended Standard Agreement (if any) to the extent that the Quote may conflict with the
Amended Standard Agreement.
7.3. The payment for any additional service agreed to between the Parties and specified in a
Quote shall be due and payable in accordance with the terms of the Quote.
8. CANCELLATION
8.1. Subject to the terms of any Quote entered into between the Parties, users subscribing through
self-serve plans may cancel their subscription at any time by logging into their account or
contacting us. For subscriptions governed by a Quote, term, renewal, and termination shall be
governed exclusively by the Quote, and this Section shall apply only to the extent it does not
conflict with such Quote. No refunds shall be provided except as expressly set forth in the
applicable Quote.
8.2. If you are unsatisfied with our services, please email us at supportexp@attentive.ai
9. PROHIBITED ACTIVITIES
9.1. You may not access or use the Site for any purpose other than that for which we make the
Site available. The Site may not be used in connection with any commercial endeavors except
those that are specifically endorsed or approved by us.
9.2. As a user of the Site, you agree not to: (i) Systematically retrieve data or other content from
the Site to create or compile, directly or indirectly, a collection, compilation, database, or
directory without written permission from us. (ii) Make any unauthorized use of the Site,
including collecting usernames and/or email addresses of users by electronic or other means for
the purpose of sending unsolicited email, or creating user accounts by automated means or under
false pretences. (iii) Use a buying agent or purchasing agent to make purchases on the Site. (iv)
Use the Site to advertise or offer to sell goods and services. (v) 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 of the Site and/or the
Content contained therein. (vi) Engage in unauthorized framing of or linking to the Site. (vii)
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account
information such as user passwords. (viii) Make improper use of our support services or submit
false reports of abuse or misconduct. (ix) 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. (x) Interfere with, disrupt, or create an undue burden on the Site
or the networks or services connected to the Site. (xi) Attempt to impersonate another user or
person or use the username of another user. (xii) Sell or otherwise transfer your profile.(xiii) Use
any information obtained from the Site in order to harass, abuse, or harm another person. (xiv)
Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content
for any revenue-generating endeavor or commercial enterprise. (xv) Decipher, decompile,
disassemble, or reverse engineer any of the software or algorithms comprising or in any way
making up a part of the Site. (xvi) Attempt to bypass any measures of the Site designed to
prevent or restrict access to the Site, or any portion of the Site. (xvii) Harass, annoy, intimidate,
or threaten any of our employees or agents engaged in providing any portion of the Site to you.
(xviii) Delete the copyright or other proprietary rights notice from any Content. (xix) Copy or
adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other
code. (xx) Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or
other material, including excessive use of capital letters and spamming (continuous posting of
repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or
modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or
maintenance of the Site. (xxi) Upload or transmit (or attempt to upload or to transmit) any
material that acts as a passive or active information collection or transmission mechanism,
including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs,
cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection
mechanisms” or “pcms”). (xxii) Except as may be the result of standard search engine or Internet
browser usage, use, launch, develop, or distribute any automated system, including without
limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or
using or launching any unauthorized script or other software. (xxiii) Disparage, tarnish, or
otherwise harm, in our opinion, us and/or the Site. (xxiv) Use the Site in a manner inconsistent
with any applicable laws or regulations.
10. SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other
information regarding the SP&D (“Submissions”) provided by you to us are non- confidential
and shall become our sole property. We shall own exclusive rights, including all intellectual
property rights, and shall be entitled to the unrestricted use and dissemination of these
Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or
compensation to you. You hereby waive all moral rights to any such Submissions, and you
hereby warrant that any such Submissions are original with you or that you have the right to
submit such Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your Submissions.
You acknowledge, consent and agree that we may, at our sole discretion and to the extent
permitted by law, access, read, preserve and disclose your account information, usage history
and Submissions in order to: (a) comply with any applicable law, regulation, legal process, or
governmental request; (b) respond to claims that any Submission violates the rights of third
parties, including intellectual property rights; (c) enforce these Terms of Use and investigate
potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical
issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or
personal safety or interests of Attentive, other users of the Site, or the public.
11. THIRD-PARTY WEBSITES AND CONTENT
The SP&D may contain (or you may be sent via the Site) links to other websites (“Third- Party
Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video,
information, applications, software, and other content or items belonging to or originating from
third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are
not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us,
and we are not responsible for any Third-Party Websites accessed through the SP&D or any
Third- Party Content posted on, available through, or installed from the SP&D, including the
content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or
contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or
permitting the use or installation of any Third-Party Websites or any Third-Party Content does
not imply approval or endorsement thereof by us. If you decide to access the Third-Party
Websites or to use or install any Third-Party Content, you do so at your own risk, and you should
be aware that the Agreement no longer governs. You should review the applicable terms and
policies, including privacy and data gathering practices, of any website to which you navigate
from the SP&D or relating to any applications you use or install from the SP&D. Any purchases
you make through Third-Party Websites will be through other websites and from other
companies, and we take no responsibility whatsoever in relation to such purchases which are
exclusively between you and the applicable third party. You agree and acknowledge that we do
not endorse the products or services offered on Third-Party Websites and you shall hold us
harmless from any harm caused by your purchase of such products or services. Additionally, you
shall indemnify and hold us harmless from any losses sustained by you or harm caused to you
relating to or resulting in any way from any Third-Party Content or any contact with Third-Party
Websites.
12. SITE MANAGEMENT
12.1. We reserve the right, but not the obligation, to: (i) monitor the Site for violations of the
Standard Agreement; (ii) take appropriate legal action against anyone who, in our sole discretion,
violates the law or this Standard Agreement, including without limitation, reporting such user to
law enforcement authorities; (iii) in our sole discretion and without limitation, refuse, restrict
access to, limit the availability of, or disable (to the extent technologically feasible) access to
SP&D or any portion thereof; (iv) in our sole discretion and without limitation, notice, or
liability, to remove from the SP&D or otherwise disable all files and content that are excessive in
size or are in any way burdensome to our systems; and (v) otherwise manage the SP&D in a
manner designed to protect our rights and property and to maintain and facilitate the proper
functioning of the Site.
13. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: Attentive
Inc. Privacy Policy. By using the site, you agree to be bound by our Privacy Policy, which is
incorporated into this Standard Agreement and the Quote. Please be aware that your data may be
transferred, processed and stored outside of your country and that your data may be subject to
disclosure as required by applicable law.
14. TERM AND TERMINATION
14.1. The Agreement shall remain in full force and effect while you use the SP&D, or avail the
Services, whichever is later. For subscriptions governed by a Quote, the term, renewal, and
termination provisions set forth in the Quote shall control to the extent of any conflict with this
Section.
14.2. Termination with cause: Without limiting any other provision of the Standard Agreement,
Attentive reserves the right to, in its sole discretion, and without notice or liability, deny access
to and use of the SP&D and/or refuse to provide the Services and deny access to the Deliverables
in the event: (i) you commit a material breach of any terms of the Standard Agreement including
specifically any representation, warranties or covenants; (ii) you are in breach of applicable law
and such breach, in the opinion of Attentive, justifies termination of the Standard Agreement;
(iii) you repeatedly breach the Standard Agreement in such a manner as to reasonably justify the
opinion that your conduct is inconsistent with it having the intention or ability to give effect to
the Standard Agreement; (iv) you suspend, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to
pay its debts; (v) an application is made to court, or an order is made, for the appointment of an
administrator, or if a notice of intention to appoint an administrator is given or if an administrator
is appointed, over you; Provided that, in case of a termination of the Standard Agreement
pursuant to this section, you shall be liable to all Fees accrued till the date of termination or the
date until which you have received any Services from Attentive.
14.3. WITHOUT LIMITING ANY OTHER PROVISION OF THE STANDARD
AGREEMENT OF USE IN CASE OF THE CIRCUMSTANCES DETAILED ABOVE, WE
MAY TERMINATE THE STANDARD AGREEMENT AND RESTRICT YOUR USE OR
PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR
INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR
SOLE DISCRETION.
14.4. If we terminate or suspend your account for any reason, 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.
14.5. Termination or expiry of the Standard Agreement shall not affect any rights, remedies,
obligations or liabilities of the Parties that have accrued up to the date of termination or expiry,
including the right to claim damages in respect of any breach of the Standard Agreement which
existed at or before the date of termination or expiry.
14.6. In case of a termination or expiry of
the Standard Agreement, Attentive shall handover all the Deliverables up to the date of
termination or expiry.
14.7. Each Party acknowledges that the other Party has entered into the Agreement relying on the
limitations of liability stated in this Section and that those limitations are an essential basis of the
bargain between the parties. In addition to and without limiting any of the foregoing, no
Disclaiming Entity will have any liability for any failure or delay resulting from any condition
beyond the reasonable control of that Party, including governmental action or acts of terrorism,
earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet
disturbances.
15. MODIFICATIONS AND INTERRUPTIONS
15.1. We reserve the right to change, modify, or remove the contents of the Site at any time or
for any reason at our sole discretion without notice. However, we have no obligation to update
any information on our Site. We also reserve the right to modify or discontinue all or part of the
Site without notice at any time. We will not be liable to you or any third party for any
modification, price change, suspension, or discontinuance of the Site.
15.2. We cannot guarantee the Site 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. We reserve the right to change, revise, update, suspend,
discontinue, or otherwise modify the Site at any time or for any reason without notice to you.
You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by
your inability to access or use the Site during any downtime or discontinuance of the Site.
Nothing in the Standard Agreement or the Quote will be construed as estoppel or will obligate us
to maintain and support the Site or to supply any corrections, updates, or releases in connection
therewith.
16. GOVERNING LAW AND JURISDICTION
16.1. The Agreement and your use of the SP&D are governed by and construed in accordance
with the laws of the State of Delaware, United States of America without regard to its conflict of
law principles.
16.2. The courts of Delaware shall have exclusive jurisdiction over any disputes arising out of
the Agreement. You hereby waive all defenses of lack of personal jurisdiction, and forum non
conveniens with respect to venue and jurisdiction. Application of the United Nations Convention
on Contracts for the International Sale of Goods and the Uniform Computer Information
Transaction Act (UCITA) are excluded from the Agreement.
17. DISPUTE RESOLUTION
17.1. Informal Negotiations To expedite resolution and control the cost of any dispute,
controversy, or claim related to the Agreement (each a “Dispute” and collectively, the
“Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”),
the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly
provided below) informally for at least thirty (30) days before initiating the arbitration. Such
informal negotiations commence upon written notice from one Party to the other Party.
17.2. Binding Arbitration If the Parties are unable to resolve a Dispute through informal
negotiations, such Dispute shall be finally resolved by binding arbitration administered by the
American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules
then in effect. The seat and venue of arbitration shall be Delaware, United States, and the
arbitration shall be conducted in English. Judgment on the award rendered by the arbitrator may
be entered in any court of competent jurisdiction.
17.3. Restrictions The Parties agree that any arbitration shall be limited to the Dispute between
the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined
with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a
class- action basis or to utilize class action procedures; and (c) there is no right or authority for
any Dispute to be brought in a purported representative capacity on behalf of the general public
or any other persons.
17.4. Exceptions to Informal Negotiations and Arbitration 17.4.1. The Parties agree that the
following Disputes are not subject to the above provisions concerning informal negotiations and
binding arbitration: (i) any Disputes seeking to enforce or protect, or concerning the validity of,
any of the intellectual property rights of a Party; (ii) any Dispute related to, or arising from,
allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for
injunctive relief. 17.4.2. If this provision is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within that portion of this provision found to be
illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction
and the Parties agree to submit to the personal jurisdiction of that court.
18. CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or
omissions, 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 on the Site at any time, without prior notice.
19. DISCLAIMER
THE SP&D ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE
THAT YOUR USE OF THE SP&D WILL BE AT YOUR SOLE RISK. TO THE FULLEST
EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, UNDER THE AGREEMENT IN CONNECTION WITH THE SP&D AND THE
SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE
OR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SP&D,
THE SERVICES, OR THE CONTENT OF ANY WEBSITES LINKED TO THE SP&D AND
WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS,
MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL
INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING
FROM YOUR ACCESS TO AND USE OF THE SP&D AND THE SERVICES,
(3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR
ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION
STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO
OR FROM THE SP&D AND THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SP&D
BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT
AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A
RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE
MADE AVAILABLE VIA THE SP&D AND THE SERVICES. WE DO NOT WARRANT,
ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR
SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SP&D,
ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION
FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A
PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY
TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF
PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE
THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR
BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
20. LIMITATIONS OF LIABILITY AND FORCE MAJEURE
20.1. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE
LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,
INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES
ARISING FROM YOUR USE OF THE SP&D OR AVAILING OF THE SERVICES, EVEN IF
WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR
LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE
FORM OF THE ACTION UNDER THE AGREEMENT, WILL AT ALL TIMES BE LIMITED
TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH
PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.
20.2. You acknowledge and agree that both Parties have entered into the Agreement relying on
the limitations of liability stated in this Section and that those limitations are an essential basis of
the bargain between the parties. In addition to and without limiting any of the foregoing, neither
Party will have any liability for any failure or delay resulting from any condition beyond the
reasonable control of that party, including governmental action or acts of terrorism, earthquake,
fire, flood or other acts of God, labour conditions, power failures and Internet disturbances.
21. INDEMNIFICATION
21.1. You agree to defend, indemnify, and hold us including our subsidiaries, affiliates, and all of
our respective officers, agents, partners, and employees, harmless from and against any loss,
damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by
any third party due to or arising out of: (i) your Submissions; (ii) your use of the SP&D or
availing of the Services; (iii) breach of any terms of the Agreement; (iv) any breach of your
representations and warranties set forth in the Agreement; (v) your violation of the rights of a
third party, including but not limited to intellectual property rights; or (vi) any overt harmful act
toward any other user of the Site with whom you connected via the Site.
21.2. Notwithstanding the foregoing, 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, at your expense, with our defense of such claims. We will use reasonable
efforts to notify you of any such claim, action, or proceeding which is subject to this
indemnification upon becoming aware of it.
22. USER DATA
22.1 We will maintain certain data that you transmit to the Site for the purpose of managing the
performance of the Site, as well as data relating to your use of the Site. Although we perform
regular routine backups of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Site.
22.2 Notwithstanding anything to the contrary in the Agreement, Attentive may use data
submitted to or generated through the SP&D, including usage data and Customer-provided
materials, in anonymized and aggregated form to develop, train, test, and improve its products,
services, algorithms, and machine learning models, provided that such use does not identify the
user or disclose Confidential Information.
23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute
electronic communications. You consent 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. 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 any means other than electronic means.
24. MISCELLANEOUS
24.1. Unless otherwise specified in the Agreement and any policies or operating rules posted by
us on the Site or in respect to the Site constitute the entire agreement and understanding between
you and us. Our failure to exercise or enforce any right or provision of the Agreement shall not
operate as a waiver of such right or provision. The Agreement operates to the fullest extent
permissible by law.
24.2. You may not assign the Agreement or any of your rights or obligations, by operation of law
or otherwise, without our prior written approval and any attempted assignment will be void. We
may assign any or all of our rights and obligations to others at any time. We shall not be
responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond
our reasonable control. If any provision or part of a provision of the Agreement is determined to
be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable
from the Agreement and does not affect the validity and enforceability of any remaining
provisions.
24.3. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or
joint venture between any of the Parties, constitute any of the Parties as the agent of another
Party, or authorise any of the Parties to make or enter into any commitments for or on behalf of
any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any
other person.
24.4. You agree that the Agreement will not be construed against us even in instances where we
have drafted them. You hereby waive any and all defenses you may have based on the electronic
form of the Standard Agreement and the lack of signing by the parties hereto to execute the
Standard Agreement.
24.5. If any provision of the Agreement is held by a court or other tribunal of competent
jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be
eliminated or limited to the minimum extent such that the remaining provisions of the Agreement
will continue in full force and effect.
25. SURVIVAL
Upon termination of your use of the Site or termination of the Agreement for any reason, in
addition to this section, the following sections will survive termination: Governing Law and
Jurisdiction, Dispute Resolution, Submissions, User Representations, Disclaimer, Limitation of
Liability and Force Majeure, Term and Termination, Assignment, Indemnification, and
Miscellaneous, Contact Us.
26. CONTACT US
26.1. In order to resolve a complaint regarding the SP&D or to receive further information
regarding use of the SP&D, please contact us at:
Attentive Inc, 108 West 13th St, Suite 100, Wilmington, Delaware 19801, United States
Email: info@attentiveinc.ai
Services and Deliverables (all defined below) detailed herein inter alia provide the user with
requested information, measurements, and analysis relating to identified properties, construction
projects, plans, or geographic locations; B. The user of the Site, recipient of the Services (“you”
or “user”), through accessing the Site and/or by executing a Quote (as defined below) and/or
opening an account with us, has expressed an interest in accessing Attentive’s Site and services
in accordance with the Agreement (as defined below); C. We agree to give access to our Site and
provide services detailed in the Standard Agreement (“Standard Agreement”) and any other
quote (“Quote”) that may be entered into between you and us (each a “Party” and collectively,
“Parties”), which together make up the legal agreement between Attentive and the user. In case
of any conflict between this Standard Agreement and the Quote, the Quote shall prevail.
1. BINDING AGREEMENT
1.1 The Standard Agreement, along with Quote (if any) (“Agreement”), constitutes a legally
binding agreement made between the Parties concerning: (i) your access to and use of Attentive
AI’s websites (e.g., https://attentive.ai, http://app.attentive.ai/, https://ibeam.ai,
https://app.ibeam.ai and other websites through which we may provide you with Product, Report,
Services and Deliverables (all defined below)), any other media form, media channel, mobile
website or mobile application related, linked, or otherwise connected thereto (collectively, the
“Site”); (ii) tools, products, solutions or customizations provided to you by us through the Site
(“Product(s)”); and (iii) customized services being availed by you (“Services”) and the
associated work products created as a result of the Services (“Deliverables”) in accordance with
the Quote entered into between the Parties.
1.2. Our Site, Products and Deliverables provide information, measurements, analytics, and
related outputs concerning identified properties, construction projects, plans, or geographic
locations (each such output, a “Report”). You agree that by accessing the Site, Products or
availing the Services, you have read, understood, and agree to be bound by all of the Agreement.
If you do not agree with all of the Agreement, then you are expressly prohibited from using the
Site, Products, Services and Deliverables and you must discontinue any use immediately.
1.3. Any additional conditions, policies, API guidelines or supplemental terms that we make
available to you or on the Site are hereby expressly incorporated herein by reference and will be
governed by the Standard Agreement (to the extent applicable). We reserve the right, in our sole
discretion, to make changes or modifications to the Standard Agreement at any time and for any
reason. The Quote shall be amended on mutual agreement of both Parties. We will alert you
about any changes by updating the “Last updated” date of the Standard Agreement and all rights
and obligations that may have arisen in the past will be governed by the amended Standard
Agreement, and you waive any right to receive specific notice of each such change. It is your
responsibility to periodically review the Standard Agreement to stay informed of updates. You
will be subject to, and will be deemed to have been made aware of and to have accepted, the
changes in any revised Standard Agreement by your continued use of the Site after the date such
revised Standard Agreement are posted.
1.4. The information provided on the Site (along with the terms of our Privacy Policy) and the
Products, Deliverables, and any services provided under the Agreement is not intended for
distribution to or use by any person or entity in any jurisdiction or country where such
distribution or use would be contrary to law or regulation or which would subject us to any
registration requirement within such jurisdiction or country. Accordingly, those persons who
choose to access the Site or avail Services or use the Deliverables from other locations do so on
their own initiative and are solely responsible for compliance with local laws, if and to the extent
local laws are applicable and we specifically exclude any liability that may be incurred on
account of such access to the Site.
1.5. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are
not permitted to use or register for the Site.
2. INTELLECTUAL PROPERTY RIGHTS
2.1. Unless specifically provided for otherwise, the Site, Products, add-ons (if any) and
Deliverables (collectively, “SP&D”) are our proprietary property and all information,
customizations, Reports, source code, algorithms, databases, functionality, software, website
designs, audio, video, text, photographs, and graphics on the SP&D (collectively, the “Content”)
and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or
controlled by us or have been licensed to us, and are protected by copyright and trademark laws
and various other intellectual property rights and anti-trust laws of the United States, foreign
jurisdictions, and international conventions.
2.2. Subject to the terms detailed herein, if you are provided with any Deliverable or Report, you
are granted a perpetual, irrevocable, non-exclusive, not for resale, worldwide, royalty free, fully
paid up license to use, make, execute, reproduce, display, prepare derivative works based upon
(other than through machine learning by the user), and distribute (internally) copies of the
Deliverables/Reports. You are prohibited from sub-licensing the intellectual property embedded
in the Deliverables/Reports or selling copies of the Deliverables/Reports in any form to any other
party.
2.3. Please also note that any derivative data generated as a part of providing our Products to you
and/or your access to the Site will be solely and entirely owned by us and to this extent you
waive any right (legal or moral) to such derivative data. The Content and the Marks are provided
on the SP&D “AS IS” for your information and personal use only. Except as expressly provided
in the Agreement, no part of the SP&D and no Content or Marks may be shared, 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.
2.4. Provided that you are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of the Content to which you have
properly gained access solely for your personal or enterprise use. These rights are granted only to
the single identified user of the website in whose name the user ID is created. We reserve all
rights not expressly granted to you in and to the SP&D, the Content and the Marks.
2.5. If you sign up with us, you hereby grant us the limited right to display your trademarks,
service marks and logos for our promotional and marketing purposes on the Site or our
marketing or investment material. It is your responsibility to make available to us any usage
guidelines associated with the use of your trademarks, service marks and logos.
2.6. Notice for Claims of Intellectual Property Violations and Copyright Infringement
3. USER REPRESENTATIONS
3.1. By using the SP&D and availing the Services, you represent and warrant that: (1) all
registration information you submit will be true, accurate, current, and complete; (2) you will
maintain the accuracy of such information and promptly update such registration information as
necessary; (3) you have the legal capacity to bind the entity that you represent to comply with the
Agreement; (4) you are not a minor in the jurisdiction in which you reside or are not prohibited
from availing the Services; (5) you will not access the SP&D or avail the Services
We respond to notices of alleged copyright infringement under the United States Digital
Millennium Copyright Act. We try to ensure that items and content on our Site do not infringe
upon the copyright, trademark, or certain other intellectual property rights of third parties. If you
believe that your intellectual property rights have been infringed, please notify us and we will
investigate through automated or non-human means, whether through a bot, script or otherwise;
(6) you will not use the SP&D or avail the Services for any fraudulent, illegal, unlawful or
unauthorized purpose; (7) your use of the SP&D or availing the Services will not violate any
applicable law or regulation; (8) your use of the SP&D (or its derivatives) does not compete with
us either directly or indirectly; and (9) in case you provide any information to us under the
Agreement, such sharing of information is in accordance with applicable law.
3.2. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have
the right to suspend or terminate your account and refuse any and all current or future Services
and/or use of the SP&D (or any portion thereof).
4. USER REGISTRATION
4.1. You will be required to register with the Site to access some Content and the Product. You
may be required to provide basic identity, contact and payment information for you or your
enterprise upon registration. While we do not expect or require you to share any personal data
with us, in case you share any personal data through the Site, it shall be governed by our Privacy
Policy. You agree to keep your password confidential and ensure that no one else secures access
to your user account. You will be responsible for all use of your account and password. We
reserve the right to remove, reclaim, or change a username you select if we determine, in our sole
discretion, that such username is inappropriate, obscene, or otherwise objectionable.
4.2. Access to the Product may be limited based on the applicable pricing plan or Quote,
including, without limitation, user limits, usage quotas, license counts, device restrictions, or
concurrency limitations, as specified in the applicable plan or Quote. Where user accounts are
required, each authorized user will be granted a unique user ID. You are responsible for ensuring
that all authorized users comply with the terms of the Agreement, and you shall remain liable for
any breach of the Agreement by such users.
4.3. If you choose, or are provided with, a user name, password or any other piece of information
as part of our security procedures, you must treat such information as confidential, and you must
not disclose it to any other person or entity. You also acknowledge that your account is personal
to you and agree not to provide any other person with access to the Site or portions of it using
your username, password or other security information. You agree to notify us immediately of
any unauthorized access to or use of your username or password or any other breach of security.
You also agree to ensure that you exit from your account at the end of each session. You should
use particular caution when accessing your account from a public or shared computer so that
others are not able to view or record your password or other personal information.
5. FEES AND PAYMENT
This Section applies only to self-serve subscriptions and shall not apply to subscriptions
governed by a Quote. Fees and payment terms for subscriptions governed by a Quote shall be
exclusively as set forth in the applicable Quote.
5.1 We use Stripe to process payments made to us. You agree to be bound by the payment terms
of Stripe for the purposes of making payments. You may access the payment terms here
- https://stripe.com/payment-terms/legal.
5.2. You may be required to purchase or pay a fee to access some of our services. You agree to
provide current, complete, and accurate purchase and account information for all purchases made
via the Site. You further agree to promptly update account and payment information, including
email address, payment method, and payment card expiration date, so that we can complete your
transactions and contact you as needed. We bill you through an online billing account for
purchases made via the Site. Any applicable tax will be added to the price of purchases as
deemed required by us and as mandated under applicable law. All payments shall be in U.S.
dollars.
5.3. For self-serve subscriptions subject to recurring charges, you authorize us to charge your
designated payment method on a recurring basis in accordance with your selected billing cycle
until cancellation in accordance with Section 8. In the event of a failed charge attributable to you
or your payment provider, we may provide written notice and attempt to reprocess the charge. If
payment remains unsuccessful, we reserve the right to suspend or terminate access to the SP&D
and pursue recovery of amounts due. You agree to pay all amounts due within fifteen (15) days
of the applicable invoice or billing date.
6. OUR FEES
6.1. In the case of a subscription governed by a Quote, fees and payment terms shall be governed
exclusively by the applicable Quote.
6.2. When registering with us, you may select to create a free account. No credit card
information is needed at this time but your access to our platform’s features will be limited. If
you choose to do so, you may select a paid account that fits your needs. We offer a variety of
plans, all available on the following pages here: https://www.ibeam.ai/field-services/pricing,
https://ibeam.ai/pricing. Your billing account shall be charged for each billing cycle. A billing
cycle shall usually include the subscription amount for the subsequent month and the charges for
the total number of Reports or any other features, accessed by you or customizations created for
you in the preceding month. We may change our fees at any time and the revised fees shall
become applicable from the next billing cycle.
6.3. Users who previously created accounts and have prior plans with us are able to continue
using their prior payment plan unless they upgrade or downgrade their accounts. Any upgrades
will occur immediately at a prorated rate. Any downgrades to a user’s account will take place
following the end of their current billing cycle.
7. CUSTOMISED ACCOUNT
7.1. You may choose to avail of a customized package as per the terms agreed between the
Parties by entering into a Quote. As part of a customized account you may be offered 1. bulk
discount, 2. API access, 3. custom enterprise services, and 4. any other customizations to the
Product. In order to avail of a customized account you may get in touch with us at
sales@attentive.ai.
7.2. Each customization shall be charged separately. We will inform you about the charges for
any customization up-front over email. An email from your account confirming the
customizations that we offer will serve as the final acceptance of the customizations. In the case
of a customized account, any other terms in the Standard Agreement may be amended over email
or such other manner as may be mutually agreed to between us and you (“Amended Standard
Agreement”) and any such changes shall stand incorporated into the Standard Agreement once
they have been agreed by you and us over email. In case of any conflict between the Standard
Agreement and the Amended Standard Agreement, the Amended Standard Agreement shall
prevail. The Parties may alternatively agree to execute a Quote instead of agreeing to any
Amended Standard Agreement. In case of any execution of a Quote, such Quote shall prevail
over the Amended Standard Agreement (if any) to the extent that the Quote may conflict with the
Amended Standard Agreement.
7.3. The payment for any additional service agreed to between the Parties and specified in a
Quote shall be due and payable in accordance with the terms of the Quote.
8. CANCELLATION
8.1. Subject to the terms of any Quote entered into between the Parties, users subscribing through
self-serve plans may cancel their subscription at any time by logging into their account or
contacting us. For subscriptions governed by a Quote, term, renewal, and termination shall be
governed exclusively by the Quote, and this Section shall apply only to the extent it does not
conflict with such Quote. No refunds shall be provided except as expressly set forth in the
applicable Quote.
8.2. If you are unsatisfied with our services, please email us at supportexp@attentive.ai
9. PROHIBITED ACTIVITIES
9.1. You may not access or use the Site for any purpose other than that for which we make the
Site available. The Site may not be used in connection with any commercial endeavors except
those that are specifically endorsed or approved by us.
9.2. As a user of the Site, you agree not to: (i) Systematically retrieve data or other content from
the Site to create or compile, directly or indirectly, a collection, compilation, database, or
directory without written permission from us. (ii) Make any unauthorized use of the Site,
including collecting usernames and/or email addresses of users by electronic or other means for
the purpose of sending unsolicited email, or creating user accounts by automated means or under
false pretences. (iii) Use a buying agent or purchasing agent to make purchases on the Site. (iv)
Use the Site to advertise or offer to sell goods and services. (v) 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 of the Site and/or the
Content contained therein. (vi) Engage in unauthorized framing of or linking to the Site. (vii)
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account
information such as user passwords. (viii) Make improper use of our support services or submit
false reports of abuse or misconduct. (ix) 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. (x) Interfere with, disrupt, or create an undue burden on the Site
or the networks or services connected to the Site. (xi) Attempt to impersonate another user or
person or use the username of another user. (xii) Sell or otherwise transfer your profile.(xiii) Use
any information obtained from the Site in order to harass, abuse, or harm another person. (xiv)
Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content
for any revenue-generating endeavor or commercial enterprise. (xv) Decipher, decompile,
disassemble, or reverse engineer any of the software or algorithms comprising or in any way
making up a part of the Site. (xvi) Attempt to bypass any measures of the Site designed to
prevent or restrict access to the Site, or any portion of the Site. (xvii) Harass, annoy, intimidate,
or threaten any of our employees or agents engaged in providing any portion of the Site to you.
(xviii) Delete the copyright or other proprietary rights notice from any Content. (xix) Copy or
adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other
code. (xx) Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or
other material, including excessive use of capital letters and spamming (continuous posting of
repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or
modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or
maintenance of the Site. (xxi) Upload or transmit (or attempt to upload or to transmit) any
material that acts as a passive or active information collection or transmission mechanism,
including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs,
cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection
mechanisms” or “pcms”). (xxii) Except as may be the result of standard search engine or Internet
browser usage, use, launch, develop, or distribute any automated system, including without
limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or
using or launching any unauthorized script or other software. (xxiii) Disparage, tarnish, or
otherwise harm, in our opinion, us and/or the Site. (xxiv) Use the Site in a manner inconsistent
with any applicable laws or regulations.
10. SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other
information regarding the SP&D (“Submissions”) provided by you to us are non- confidential
and shall become our sole property. We shall own exclusive rights, including all intellectual
property rights, and shall be entitled to the unrestricted use and dissemination of these
Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or
compensation to you. You hereby waive all moral rights to any such Submissions, and you
hereby warrant that any such Submissions are original with you or that you have the right to
submit such Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your Submissions.
You acknowledge, consent and agree that we may, at our sole discretion and to the extent
permitted by law, access, read, preserve and disclose your account information, usage history
and Submissions in order to: (a) comply with any applicable law, regulation, legal process, or
governmental request; (b) respond to claims that any Submission violates the rights of third
parties, including intellectual property rights; (c) enforce these Terms of Use and investigate
potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical
issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or
personal safety or interests of Attentive, other users of the Site, or the public.
11. THIRD-PARTY WEBSITES AND CONTENT
The SP&D may contain (or you may be sent via the Site) links to other websites (“Third- Party
Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video,
information, applications, software, and other content or items belonging to or originating from
third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are
not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us,
and we are not responsible for any Third-Party Websites accessed through the SP&D or any
Third- Party Content posted on, available through, or installed from the SP&D, including the
content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or
contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or
permitting the use or installation of any Third-Party Websites or any Third-Party Content does
not imply approval or endorsement thereof by us. If you decide to access the Third-Party
Websites or to use or install any Third-Party Content, you do so at your own risk, and you should
be aware that the Agreement no longer governs. You should review the applicable terms and
policies, including privacy and data gathering practices, of any website to which you navigate
from the SP&D or relating to any applications you use or install from the SP&D. Any purchases
you make through Third-Party Websites will be through other websites and from other
companies, and we take no responsibility whatsoever in relation to such purchases which are
exclusively between you and the applicable third party. You agree and acknowledge that we do
not endorse the products or services offered on Third-Party Websites and you shall hold us
harmless from any harm caused by your purchase of such products or services. Additionally, you
shall indemnify and hold us harmless from any losses sustained by you or harm caused to you
relating to or resulting in any way from any Third-Party Content or any contact with Third-Party
Websites.
12. SITE MANAGEMENT
12.1. We reserve the right, but not the obligation, to: (i) monitor the Site for violations of the
Standard Agreement; (ii) take appropriate legal action against anyone who, in our sole discretion,
violates the law or this Standard Agreement, including without limitation, reporting such user to
law enforcement authorities; (iii) in our sole discretion and without limitation, refuse, restrict
access to, limit the availability of, or disable (to the extent technologically feasible) access to
SP&D or any portion thereof; (iv) in our sole discretion and without limitation, notice, or
liability, to remove from the SP&D or otherwise disable all files and content that are excessive in
size or are in any way burdensome to our systems; and (v) otherwise manage the SP&D in a
manner designed to protect our rights and property and to maintain and facilitate the proper
functioning of the Site.
13. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: Attentive
Inc. Privacy Policy. By using the site, you agree to be bound by our Privacy Policy, which is
incorporated into this Standard Agreement and the Quote. Please be aware that your data may be
transferred, processed and stored outside of your country and that your data may be subject to
disclosure as required by applicable law.
14. TERM AND TERMINATION
14.1. The Agreement shall remain in full force and effect while you use the SP&D, or avail the
Services, whichever is later. For subscriptions governed by a Quote, the term, renewal, and
termination provisions set forth in the Quote shall control to the extent of any conflict with this
Section.
14.2. Termination with cause: Without limiting any other provision of the Standard Agreement,
Attentive reserves the right to, in its sole discretion, and without notice or liability, deny access
to and use of the SP&D and/or refuse to provide the Services and deny access to the Deliverables
in the event: (i) you commit a material breach of any terms of the Standard Agreement including
specifically any representation, warranties or covenants; (ii) you are in breach of applicable law
and such breach, in the opinion of Attentive, justifies termination of the Standard Agreement;
(iii) you repeatedly breach the Standard Agreement in such a manner as to reasonably justify the
opinion that your conduct is inconsistent with it having the intention or ability to give effect to
the Standard Agreement; (iv) you suspend, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to
pay its debts; (v) an application is made to court, or an order is made, for the appointment of an
administrator, or if a notice of intention to appoint an administrator is given or if an administrator
is appointed, over you; Provided that, in case of a termination of the Standard Agreement
pursuant to this section, you shall be liable to all Fees accrued till the date of termination or the
date until which you have received any Services from Attentive.
14.3. WITHOUT LIMITING ANY OTHER PROVISION OF THE STANDARD
AGREEMENT OF USE IN CASE OF THE CIRCUMSTANCES DETAILED ABOVE, WE
MAY TERMINATE THE STANDARD AGREEMENT AND RESTRICT YOUR USE OR
PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR
INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR
SOLE DISCRETION.
14.4. If we terminate or suspend your account for any reason, 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.
14.5. Termination or expiry of the Standard Agreement shall not affect any rights, remedies,
obligations or liabilities of the Parties that have accrued up to the date of termination or expiry,
including the right to claim damages in respect of any breach of the Standard Agreement which
existed at or before the date of termination or expiry.
14.6. In case of a termination or expiry of
the Standard Agreement, Attentive shall handover all the Deliverables up to the date of
termination or expiry.
14.7. Each Party acknowledges that the other Party has entered into the Agreement relying on the
limitations of liability stated in this Section and that those limitations are an essential basis of the
bargain between the parties. In addition to and without limiting any of the foregoing, no
Disclaiming Entity will have any liability for any failure or delay resulting from any condition
beyond the reasonable control of that Party, including governmental action or acts of terrorism,
earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet
disturbances.
15. MODIFICATIONS AND INTERRUPTIONS
15.1. We reserve the right to change, modify, or remove the contents of the Site at any time or
for any reason at our sole discretion without notice. However, we have no obligation to update
any information on our Site. We also reserve the right to modify or discontinue all or part of the
Site without notice at any time. We will not be liable to you or any third party for any
modification, price change, suspension, or discontinuance of the Site.
15.2. We cannot guarantee the Site 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. We reserve the right to change, revise, update, suspend,
discontinue, or otherwise modify the Site at any time or for any reason without notice to you.
You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by
your inability to access or use the Site during any downtime or discontinuance of the Site.
Nothing in the Standard Agreement or the Quote will be construed as estoppel or will obligate us
to maintain and support the Site or to supply any corrections, updates, or releases in connection
therewith.
16. GOVERNING LAW AND JURISDICTION
16.1. The Agreement and your use of the SP&D are governed by and construed in accordance
with the laws of the State of Delaware, United States of America without regard to its conflict of
law principles.
16.2. The courts of Delaware shall have exclusive jurisdiction over any disputes arising out of
the Agreement. You hereby waive all defenses of lack of personal jurisdiction, and forum non
conveniens with respect to venue and jurisdiction. Application of the United Nations Convention
on Contracts for the International Sale of Goods and the Uniform Computer Information
Transaction Act (UCITA) are excluded from the Agreement.
17. DISPUTE RESOLUTION
17.1. Informal Negotiations To expedite resolution and control the cost of any dispute,
controversy, or claim related to the Agreement (each a “Dispute” and collectively, the
“Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”),
the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly
provided below) informally for at least thirty (30) days before initiating the arbitration. Such
informal negotiations commence upon written notice from one Party to the other Party.
17.2. Binding Arbitration If the Parties are unable to resolve a Dispute through informal
negotiations, such Dispute shall be finally resolved by binding arbitration administered by the
American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules
then in effect. The seat and venue of arbitration shall be Delaware, United States, and the
arbitration shall be conducted in English. Judgment on the award rendered by the arbitrator may
be entered in any court of competent jurisdiction.
17.3. Restrictions The Parties agree that any arbitration shall be limited to the Dispute between
the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined
with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a
class- action basis or to utilize class action procedures; and (c) there is no right or authority for
any Dispute to be brought in a purported representative capacity on behalf of the general public
or any other persons.
17.4. Exceptions to Informal Negotiations and Arbitration 17.4.1. The Parties agree that the
following Disputes are not subject to the above provisions concerning informal negotiations and
binding arbitration: (i) any Disputes seeking to enforce or protect, or concerning the validity of,
any of the intellectual property rights of a Party; (ii) any Dispute related to, or arising from,
allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for
injunctive relief. 17.4.2. If this provision is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within that portion of this provision found to be
illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction
and the Parties agree to submit to the personal jurisdiction of that court.
18. CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or
omissions, 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 on the Site at any time, without prior notice.
19. DISCLAIMER
THE SP&D ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE
THAT YOUR USE OF THE SP&D WILL BE AT YOUR SOLE RISK. TO THE FULLEST
EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, UNDER THE AGREEMENT IN CONNECTION WITH THE SP&D AND THE
SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE
OR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SP&D,
THE SERVICES, OR THE CONTENT OF ANY WEBSITES LINKED TO THE SP&D AND
WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS,
MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL
INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING
FROM YOUR ACCESS TO AND USE OF THE SP&D AND THE SERVICES,
(3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR
ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION
STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO
OR FROM THE SP&D AND THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SP&D
BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT
AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A
RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE
MADE AVAILABLE VIA THE SP&D AND THE SERVICES. WE DO NOT WARRANT,
ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR
SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SP&D,
ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION
FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A
PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY
TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF
PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE
THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR
BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
20. LIMITATIONS OF LIABILITY AND FORCE MAJEURE
20.1. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE
LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,
INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES
ARISING FROM YOUR USE OF THE SP&D OR AVAILING OF THE SERVICES, EVEN IF
WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR
LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE
FORM OF THE ACTION UNDER THE AGREEMENT, WILL AT ALL TIMES BE LIMITED
TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH
PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.
20.2. You acknowledge and agree that both Parties have entered into the Agreement relying on
the limitations of liability stated in this Section and that those limitations are an essential basis of
the bargain between the parties. In addition to and without limiting any of the foregoing, neither
Party will have any liability for any failure or delay resulting from any condition beyond the
reasonable control of that party, including governmental action or acts of terrorism, earthquake,
fire, flood or other acts of God, labour conditions, power failures and Internet disturbances.
21. INDEMNIFICATION
21.1. You agree to defend, indemnify, and hold us including our subsidiaries, affiliates, and all of
our respective officers, agents, partners, and employees, harmless from and against any loss,
damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by
any third party due to or arising out of: (i) your Submissions; (ii) your use of the SP&D or
availing of the Services; (iii) breach of any terms of the Agreement; (iv) any breach of your
representations and warranties set forth in the Agreement; (v) your violation of the rights of a
third party, including but not limited to intellectual property rights; or (vi) any overt harmful act
toward any other user of the Site with whom you connected via the Site.
21.2. Notwithstanding the foregoing, 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, at your expense, with our defense of such claims. We will use reasonable
efforts to notify you of any such claim, action, or proceeding which is subject to this
indemnification upon becoming aware of it.
22. USER DATA
22.1 We will maintain certain data that you transmit to the Site for the purpose of managing the
performance of the Site, as well as data relating to your use of the Site. Although we perform
regular routine backups of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Site.
22.2 Notwithstanding anything to the contrary in the Agreement, Attentive may use data
submitted to or generated through the SP&D, including usage data and Customer-provided
materials, in anonymized and aggregated form to develop, train, test, and improve its products,
services, algorithms, and machine learning models, provided that such use does not identify the
user or disclose Confidential Information.
23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute
electronic communications. You consent 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. 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 any means other than electronic means.
24. MISCELLANEOUS
24.1. Unless otherwise specified in the Agreement and any policies or operating rules posted by
us on the Site or in respect to the Site constitute the entire agreement and understanding between
you and us. Our failure to exercise or enforce any right or provision of the Agreement shall not
operate as a waiver of such right or provision. The Agreement operates to the fullest extent
permissible by law.
24.2. You may not assign the Agreement or any of your rights or obligations, by operation of law
or otherwise, without our prior written approval and any attempted assignment will be void. We
may assign any or all of our rights and obligations to others at any time. We shall not be
responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond
our reasonable control. If any provision or part of a provision of the Agreement is determined to
be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable
from the Agreement and does not affect the validity and enforceability of any remaining
provisions.
24.3. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or
joint venture between any of the Parties, constitute any of the Parties as the agent of another
Party, or authorise any of the Parties to make or enter into any commitments for or on behalf of
any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any
other person.
24.4. You agree that the Agreement will not be construed against us even in instances where we
have drafted them. You hereby waive any and all defenses you may have based on the electronic
form of the Standard Agreement and the lack of signing by the parties hereto to execute the
Standard Agreement.
24.5. If any provision of the Agreement is held by a court or other tribunal of competent
jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be
eliminated or limited to the minimum extent such that the remaining provisions of the Agreement
will continue in full force and effect.
25. SURVIVAL
Upon termination of your use of the Site or termination of the Agreement for any reason, in
addition to this section, the following sections will survive termination: Governing Law and
Jurisdiction, Dispute Resolution, Submissions, User Representations, Disclaimer, Limitation of
Liability and Force Majeure, Term and Termination, Assignment, Indemnification, and
Miscellaneous, Contact Us.
26. CONTACT US
26.1. In order to resolve a complaint regarding the SP&D or to receive further information
regarding use of the SP&D, please contact us at:
Attentive Inc, 108 West 13th St, Suite 100, Wilmington, Delaware 19801, United States
Email: info@attentiveinc.ai
