Terms and Conditions

(Updated November 1st, 2024)

PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY TALL IDEA LABS, INC. (“COMMERCE.AI”). BY CHECKING “I ACCEPT THE TERMS AND CONDITIONS “, YOU OR THE ENTITY THAT YOU REPRESENT (“CUSTOMER” OR “YOU”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE SERVICES AGREEMENT CONSISTING OF ONE OR MORE ONLINE OR PRINTED ORDER FORMS REFERENCING THESE TERMS (“ORDER FORM”), THIS PARAGRAPH AND THESE TERMS (THE “AGREEMENT”) WITH RESPECT TO THE SERVICES BEING PROVIDED BY COMMERCE.AI. IF A SEPARATE SIGNED WRITTEN AGREEMENT WITH RESPECT TO THE SERVICES EXISTS BETWEEN CUSTOMER AND COMMERCE.AI, THE TERMS OF THAT SIGNED WRITTEN AGREEMENT (EXCLUDING THE PRE-PRINTED TERMS OF ANY PURCHASE ORDER, CONFIRMATION OR SIMILAR DOCUMENT, WHICH WILL HAVE NO EFFECT AND WILL NOT BE CONSIDERED AGREED TO BY COMMERCE.AI) SHALL TAKE PRECEDENCE OVER THIS AGREEMENT, AND YOU ACKNOWLEDGE THAT CUSTOMER IS BOUND BY THE TERMS OF THAT SIGNED WRITTEN SERVICES AGREEMENT. PROVISION OF THE SERVICES IS CONDITIONED ON, AND CUSTOMER’S INSTALLATION OR USE OF THE SERVICES SHALL CONSTITUTE, CUSTOMER’S ASSENT TO THE TERMS OF THIS AGREEMENT OR OF SUCH EXISTING SEPARATE WRITTEN AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT CHECK “I ACCEPT THE TERMS AND CONDITIONS” YOU WILL HAVE NO RIGHT TO USE THE SERVICES. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.

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General conditions

We reserve the right to refuse service to anyone for any reason at any time. Subject to the terms and conditions of this Agreement, Commerce.AI will use commercially reasonable efforts to provide Customer with access to our products/services/reports (Services). The Services are subject to modification (including, without limitation, to provide new features, implement new protocols, maintain compatibility with emerging standards or comply with regulatory requirements) from time to time at Commerce.AI’s discretion. If for some reason, if we can not deliver the requested Services, we will refund your payment and we will not be held responsible for the inconvenience caused. We are not responsible if information made available on our Services, complete or current. The material is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this our Services is at your own risk.

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1. Services

1.1 Scope of Services:
Commerce.AI provides AI-powered solutions, including implementation, integration, and subscription-based services (“Services”), as detailed in applicable Order Forms or Statements of Work (“SOW”).

1.2 Customer Affiliates:
Affiliates may order Services under the same terms by executing a separate Order Form or SOW. Each affiliate is responsible only for its own obligations.

1.3 Customer Data:
Commerce.AI will access and process data (“Customer Data”) to deliver the Services. Customer retains ownership of Customer Data, while Commerce.AI may use it solely to fulfill contractual obligations.

2. Customer Obligations

2.1 Appropriate Use:
Customer agrees not to misuse the Services, including:

Reverse engineering or unauthorized sharing.
Use that violates applicable laws and regulations.

2.2 Third-Party Platforms:
If accessing Services via third-party platforms, Customer consents to:

Sharing of necessary data for functionality.
Compliance with the terms of third-party platforms.

2.3 Security:
Customer is responsible for:

Account security.
Ensuring access is limited to authorized personnel.

2.4 Primary Contact:
Customer must designate a primary contact for:

Data submission.
Communication and support coordination.

3. Data and Privacy

3.1 Confidentiality:
Both parties will:

Protect each other’s confidential information.
Use such information only for purposes outlined in this agreement.

3.2 Compliance:
Commerce.AI adheres to:

Relevant data protection standards (e.g., HIPAA, GDPR).
Customer must ensure Customer Data complies with applicable laws.

3.3 Data Use:
Commerce.AI may:

Anonymize and aggregate Customer Data to improve its Services.
Never share identifiable information without explicit consent.

4. Intellectual Property

4.1 Ownership:
Commerce.AI retains all intellectual property rights related to the Services. Customer may use:

The Services and reports only for internal business purposes.

4.2 Feedback:
Any feedback provided by the Customer may be used by Commerce.AI to:

Improve its offerings.
Do so without additional obligations to the Customer.

5. Warranties and Disclaimers

5.1 Warranty:
Services are provided “as-is.” Commerce.AI:

Makes no guarantees regarding error-free operation or specific outcomes.

5.2 Exclusions:
Commerce.AI is not responsible for:

Issues caused by third-party systems.
Unauthorized modifications to the Services.

6. Limitation of Liability

6.1 Cap on Liability:
Commerce.AI’s liability is limited to:

The total fees paid by the Customer in the 12 months preceding a claim, or
$1,000, whichever is greater.

6.2 Exclusion of Damages:
Neither party is liable for:

Indirect, incidental, or consequential damages.
Loss of revenue, data, or business opportunities.

7. Support and Maintenance

7.1 Support:
Email-based support is available during business hours. Response times are prioritized as follows:

P1: Critical issues – 1 hour.
P2: Medium issues – 8 hours.
P3: Low issues – 24 hours.

7.2 Updates:
Commerce.AI will:

Provide regular updates to improve performance.
Communicate downtime for maintenance in advance.

8. Term and Termination

8.1 Term:
The agreement remains in effect for the duration specified in the Order Form unless terminated earlier.

8.2 Termination:
Either party may terminate with:

Immediately in case of a breach.

9. Dispute Resolution

9.1 Arbitration:
Disputes will be resolved by binding arbitration in:

Santa Clara County, California.
Class actions are not permitted.

9.2 Jurisdiction:
For injunctive relief, parties consent to jurisdiction in:

California courts.

10. Miscellaneous

10.1 Assignment:
Customer may not transfer this agreement without:

Written consent from Commerce.AI.

10.2 Force Majeure:
Commerce.AI is not liable for delays or failure caused by:

Events beyond its control.

10.3 Entire Agreement:
This document supersedes all prior agreements related to the Services.

11. Acceptance

By using Commerce.AI Services, you agree to these Terms and Conditions.

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12. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Commerce.AI’s prior written consent; Commerce.AI may transfer and assign any of its rights and obligations under this Agreement freely and without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Commerce.AI reserves the right to change this Agreement at any time, but if Commerce.AI does, Commerce.AI will bring it to Customer’s attention by placing a notice on the https://www.commerce.ai/terms-and-conditions/ website, by sending Customer an email, and/or by some other means. If Customer does not agree with such changes to the Agreement, Customer may reject such changes, provided Customer no longer uses or accesses the Services. If Customer uses or accesses the Service in any way after a change to the Agreement is effective, that means Customer agrees to all of the changes. Except for changes by Commerce.AI as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both Customer and Commerce.AI. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Commerce.AI in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Commerce.AI will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled in Santa Clara County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. Without limiting the foregoing, for all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Santa Clara County, California, or the Northern District of California. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. CUSTOMER UNDERSTANDS AND AGREES THAT BY ENTERING INTO THESE TERMS, CUSTOMER AND Commerce.AI ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Customer agrees to participate in press announcements, case studies, trade shows, or other forums reasonably requested by Commerce.AI. Commerce.AI is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion (including without limitation in its publicity and marketing materials).