INFERMATIC, INC.

Terms & Conditions

Updated November 3, 2023

  1. Overview

This webpage contains the Terms & Conditions for the use of and access to the services offered by Infermatic, Inc., a Delaware Corporation (the “Company”).  These Terms & Conditions constitute a binding contract between the Company and any party who either, directly or indirectly, personally or on the behalf of any individual, entity, or organization, accesses any portion of any website maintained by the Company, submits information to Company via a website or otherwise, or otherwise acquires the benefit of any service offered by the Company either at Company’s physical locations or through a website (the “Customer”).  These Terms & Conditions govern any and all relations and dealings between the Company, or its affiliates, and the Customer, which includes the use of any and all of the Company’s websites, services, products, and solutions (the “Services”).

By engaging in the use of or access to this website or any other website maintained by the Company or its affiliates, which include but shall not be limited to the website(s) and webpage location(s) which offer, facilitate, or relate to the Services (the “Company Websites”) or by engaging in the Services, the Customer hereby consents, accepts, and agrees to the provisions set forth in these Terms & Conditions.  The Customer may not use, access, or otherwise engage with the Company’s Websites or Services without agreeing to these Terms & Conditions.  As such, by using, accessing, or otherwise engaging with the Company’s Websites or Services, the Customer hereby acknowledges and agrees that the Customer has read, understood, and consented to be bound by these Terms & Conditions.  Acceptance of these Terms & Conditions includes acceptance of the Company’s Privacy Policy, which is either: (1) attached hereto as Exhibit A; or (2) accessible at Privacy Policy.  (the “Privacy Policy”).  Said Privacy Policy is incorporated herein by reference.  The Company reserves the right to post and update supplemental terms from time to time, which shall be accessible via the Company Websites, and any such supplemental terms shall be incorporated by reference into these Terms & Conditions.

  1. Registration and Access

The Customer’s acceptance of these Terms & Conditions is required to use the Services or to access the Company Websites.  Customer may only use the Services and/or access the Company Websites if the Customer agrees that Customer has read, understood, and consented to be bound by these Terms & Conditions.  The Company may require Customer to provide customary information to create an account to enable Customer to use the Services, which may include but shall not be limited to the Customer’s name, email address, password, username, and other information.  Customer shall provide accurate and truthful information in connection with Customer’s use of the Services.

If the Customer is a natural person, the Customer must: (a) be at least 18 years old or the minimum age of digital consent of the applicable jurisdiction, whichever is older; and (b) have sufficient legal consent, permission and capacity as required by the laws of the applicable jurisdiction. In the event that the Customer is an entity, said entity must be a legal entity, duly registered under the laws of any applicable jurisdiction(s).  The Customer may not use the Services on behalf of another person or entity without the authority to accept the Terms & Conditions on behalf of said other person or entity. The Customer may only use the Services in compliance with all laws, rules, and regulations applicable to the Customer in any given jurisdiction.  The Customer must provide valid and accurate and complete information to register for an account. The Customer may not make the Customer’s access credentials or account available to others outside the Customer’s organization, and the Customer is responsible for all activities that occur using the Customer’s credentials. 

  1. Payment Terms

All pricing for use of the Services is subject to change.  The Company may publish pricing and rates for the Services on the Company Websites or other medium, but any such pricing or rates shall not be binding upon the Company and the Company reserves the right to set its pricing and rates on a case-by-case and customer-specific basis.  The Company may adjust its pricing for any Services for any Customer.  Company shall not retroactively adjust pricing after Customer has engaged in the use of the Services.

In connection with Customer’s use of the Services, Customer shall provide accurate and complete customary billing information including but not limited to Customer name, billing address and credit card information (the “Billing Information”), either to Company or a third-party payment processor(s) selected by Company. Customer shall pay Company for any and all use of Services made in connection with Customer’s account or use of the Services as set forth by the Company and in accordance with these Terms & Conditions, e.g. by credit card. Customer hereby authorizes the collection of such amounts by charging the credit card or other payment method, either directly by Company or indirectly, via a third-party online payment processor or by another of the payment methods described on the Company’s Websites or as agreed to by the parties. If Customer is directed to a third-party payment processor(s), Customer may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. 

Company is not responsible or liable for the acts or omissions of any third-party payment processor. Customer agrees to provide payment for the Services used by Customer at the pricing mutually agreed to by Company and Customer and in accordance with these Terms & Conditions and Customer authorizes Company and/or a third-party payment processor selected by Company to deduct or charge all such sums (including all applicable taxes) based on the payment method(s) specified by Customer (“Payment Method”).

The Customer shall provide and maintain with Company the Customer’s current, complete and accurate Billing Information, and Customer must promptly update all such information in the event of changes (such as a change in billing address, credit card number, or credit card expiration date). The Customer must promptly notify Company or applicable third-party payment processor if a payment method is canceled (e.g., for loss or theft) or otherwise inoperable.

Company reserves the right to deactivate, terminate, prevent access to, disable Services for, and/or suspend or delete a Customer’s account or access to any Services at any time for failure to provide accurate, valid and complete Billing Information and/or update Payment Methods.

The Customer is responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest and back-payments relating to Customer’s use or purchase of any Services, including but not limited to national, state or local sales taxes, use taxes, value-added taxes (VAT) and goods and services taxes (GST) (collectively, “Taxes”). Unless otherwise stated, Company’s pricing does not include and is not discounted or enhanced for any such Taxes. If Company becomes obligated to collect or pay Taxes in connection with the Services provided to Customer, those Taxes will be added as part of a charge for Services and collected at the time of purchase. In certain states, countries and territories, the purchase of Services may be subject to certain Taxes, and if so, Company may collect such Taxes and remit them to the appropriate taxing authority. Customer must also provide any tax identification information that is necessary for compliance with these tax obligations. Customer is solely responsible for any misrepresentations made or non-compliance caused with respect to Taxes.

All credits are revocable for violations, including for abuse, misrepresentation of Billing Information, unauthorized transfer, or illegal conduct by the Customer.

  1. Error Reporting and Feedback

Company appreciates feedback, comments, ideas, proposals and suggestions for improvements, and other matters related to the Services (“Feedback”). If Customer provides any Feedback, the Company may use it without restriction or compensation to Customer. Customer acknowledges and agrees that: (i) Customer shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from Customer or any third party; and (iv) Company is under no obligation to maintain the confidentiality of Feedback. If Customer chooses to provide Feedback regarding problems with or proposed modifications or improvements to any Services, then Customer hereby grants Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve, change, or amend the Company’s Websites and/or Services and/or create other products and services.

  1. Intellectual Property Rights

These Terms & Conditions do not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property, except as expressly set forth in these Terms & Conditions.

Company owns all right, title and interest in and to the Company’s Websites, the Services, and any code, data, formulas, software, graphics, interfaces, trademarks, logos, or other similar information related to said Company’s Websites and Services.  Customer may not alter, reproduce, republish, or license any of Company’s proprietary materials, unless expressly permitted in writing by the Company.  All rights not expressly granted are reserved and retained by the Company.

Customer may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, Customer owns all Input, subject to the provisions regarding Customer Data (defined below) as set forth herein.  Subject to Customer compliance with these Terms & Conditions, the Company shall own all Output and the Company hereby assigns to Customer non-exclusive right, title and interest in and to Output, subject to the following restrictions.  Company shall retain a non-exclusive right, title and interest in and to Output. The aforementioned non-exclusive rights, titles, and interests shall be perpetual, irrevocable, worldwide, and royalty-free, and shall provide the right to use, display, publish, reproduce, distribute, and make derivative works of the Content.  Customer may use, alter, publish, and/or reproduce Content for any lawful purpose, including commercial purposes such as sale or publication, if Customer complies with these Terms & Conditions. Notwithstanding the preceding statements, Customer may not: (1) use Output to defame, disparage, slander, or otherwise publically depict the Company or any individual or entity affiliated with the Company in a negative manner; or (2) use Output for any unlawful purpose.  Company may use Content to provide and maintain the Services, comply with applicable law, and enforce the Company’s policies. Customer is responsible for Content, including for ensuring that said Content does not violate any applicable law or these Terms & Conditions.  Company may use, alter, publish, and/or reproduce Content as permitted under the provisions of these Terms & Conditions and Privacy Policy.  When Content contains notice of a reasonable and customary license, (such as an open source license or creative commons license) such Content is intended to remain under the terms of such license when further accessed, distributed, or used. Neither party is permitted to remove reference to any such license.  Any Content Customer downloads, accesses or uses from Company or any third-party, is at Customer’s own risk and subject to these Terms & Conditions and/or the terms accompanying such Content.

Subject to Customer’s strict compliance with these Terms & Conditions, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Company’s Websites and Services as described in and subject to these Terms & Conditions.

  1. Use of Customer Data

For the purposes of these Terms & Conditions, “Customer Data” means: (1) all data or other information uploaded as Input by the Customer; (2) all data or other information uploaded by the Customer to the Company’s Websites and/or Services and; (3) all data or other information created pursuant to the Customer’s use of the Services.

Company shall only access or use or share Customer Data in accordance with the Company’s current Privacy Policy in effect, which is either: (1) attached hereto as Exhibit A; or (2) accessible at Privacy Policy.  Said Privacy Policy is incorporated herein by reference.  The Company shall make reasonable efforts to protect Customer Data from unauthorized disclosure.

Subject to these Terms & Conditions, by providing Customer Data to or via the Company’s Websites or Services, Customer grants Company a license to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Customer Data solely and exclusively for the purpose of providing the Services to Customer.

Customer is solely responsible for its Customer Data and agrees that Company is not and will not in any way be liable for Customer Data. By providing Customer Data, Customer affirms, represents and warrants that: (1) its Customer Data and use thereof will not violate these Term & Conditions or any applicable law, regulation, rule or third party rights; (2) Customer is solely responsible for the development, moderation, operation, maintenance, support and use of Customer Data, including when Customer Data is provided by Customer’s end users; (3) Customer’s Customer Data and its use thereof does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade a right of privacy, publicity or other property rights of any other person; or (iii) cause Company to violate any law, regulation, rule, or rights of third parties; and (4) except for the specific Services provided under these Terms & Conditions, or other express contract, Customer is solely responsible for the technical operation of Customer Data, including on behalf of Customer’s end users.

  1. Rules of Conduct

Customer must use the Services and Company’s Websites, including any social media sites, pages, or forums monitored or operated by the Company, in accordance with these Terms & Conditions. Customer is solely responsible for the activity that occurs related to Customer’s account, regardless of whether the activities are undertaken by Customer, its employees, any third party (including Customer’s contractors or agents), Customer’s end users, licensees, or customers.

Customer is responsible for notifying its employees, agents, and others related to Customer’s usage of the provisions of these Terms & Conditions.

Customer shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Company’s Websites or Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Company’s Websites or Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that Customer receives hereunder. Customer shall not send the Company any personal or sensitive information regarding any child under the age of 18 or the applicable age of digital consent, including but not limited names, addresses, phone numbers, email addresses, contact information generally, photographs, videos, or other images generally depicting said child, or any other such information which may be unlawful in nature, or considered morally inappropriate by a reasonable person.  Customer shall abide by all applicable local, state, national and international laws and regulations and may not use any Content for any unlawful purpose.

Company reserves the right, but has no obligation, to investigate any suspected violation of these Terms & Conditions or misuse of Services by the Customer about which Company has actual knowledge. In connection with such investigations, Company may report any activity that it reasonably suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing, reviewing and preserving appropriate customer information consistent with applicable law. Company may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these Terms & Conditions. Company is under no obligation to notify or inform the Customer of its monitoring or enforcement activities, unless explicitly required by applicable law.  Company reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (i) respond to any applicable law, regulation, legal process or valid governmental request; (ii) enforce these Terms & Conditions, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Company, individuals or entity affiliated with Company, Company’s agents, employees, or other personnel, Company’s other customers, and/or the general public.

Company Websites and Services are subject to the trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”). By accessing the Services, the Customer agrees to comply with these laws and regulations. Specifically, Customer represents and warrants that it is not (a) located in any country that is subject to OFAC’s trade and economic sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the so-called Donetsk People’s Republic, so-called Luhansk People’s Republic, and Crimea regions of Ukraine; or (b) an individual or entity included on any U.S. lists of prohibited parties including: the Treasury Department’s List of Specially Designated Nationals List (“SDN List”) and Sectoral Sanctions List (“SSI List”). Additionally, Customer agrees not to – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any service received from Company in contradiction with these laws and regulations.

The Customer may use Services only in geographies and/or jurisdictions approved by the Company and the Company reserves the right to deny, at the Company’s sole discretion, the use of the Services for any reason to any individual or entity, or to broadly to any geographic or jurisdictional area.

Customer shall utilize reasonable security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information. Customer is solely responsible for any unauthorized access to the Customer’s Account, and must notify Company immediately of any such unauthorized access upon becoming aware of it.  Customer will notify Company if and when Customer learns of any security incidents or breaches affecting the Company’s Websites or Services, including unauthorized access to Customer’s account or account credentials, and shall aid in any investigation or legal action that is taken by authorities and/or Company to investigate and cure any security incident or breach to the extent caused by the Customer account or Customer’s use of the Services.

If Company determines, in its good faith discretion, that the Customer has violated these Terms & Conditions, Company may remove, disable access to, or modify any content or resource and/or suspend or terminate Customer’s use of Services. Company may also intercept or block any content or traffic belonging to the Customer or its end users in instances where Services are being used unlawfully or not in accordance with these Terms & Conditions. Company’s right to suspend or terminate the Customer’s use of Services applies even if a violation is committed unintentionally or without the Customer’s authorization. Nothing in these Terms & Conditions may be construed as an obligation on Company to act at any given time or with respect to any given instance, and Company may exercise such right at any time within its sole discretion.

  1. Customer’s Use of the Services

Company, at its sole discretion and for any reason, may limit, prohibit, or deny the use of the Services and Company Websites, including any social media sites, pages, or forums monitored or operated by the Company.  Notwithstanding the preceding sentence, the Company sets forth in these Terms & Conditions what material and activities are prohibited in connection with Customer’s use of the Services.  The materials and activities set forth herein are not exhaustive, and the Company may, at its sole discretion, limit, prohibit, or deny further use of the Services and/or Company Websites to any Customer if Company deems it appropriate or necessary.  The Company may exercise its right to regulate Customer’s use of the Services and Company Websites including any social media sites, pages, or forums monitored or operated by the Company, by any means the Company deems necessary, including but not limited to the deletion, removal, or censoring of any post, content, images, language, or other information.

The Customer is responsible for violations of these Terms & Conditions by anyone using Customer’s account, with or without Customer’s permission or authorization. The Customer is also responsible for violations of these Terms & Conditions by its end users. The Customer may not assist another person in any act or omission if said act or omission would be a violation of these Term & Conditions if done by the Customer.  If Customer becomes, or should reasonably become, aware of any suspected violation of these Terms & Conditions, by Customer or any other person(s), Customer shall notify Company by providing a full explanation of the violation. Company may request Customer’s assistance to help stop or remedy the violation.

  1. Unlawful or Abusive Activity or Content

Customer may not use the Services for any unlawful or abusive purpose. Prohibited activities include but are not limited to:

  1. Illegal Activities:Any use of Company Websites or Services to engage in, further, promote, encourage, or obfuscate illegal conduct or activities, including the dissemination of content that has been determined by a court of competent jurisdiction to be unlawful;
  2. Fraudulent or Harmful Activities:Engaging in activities that are deceptive or harmful to others, or that would harm Company’s operations or reputation, including offering or disseminating fraudulent or false information, goods, services, schemes, or promotions (e.g., Ponzi and pyramid schemes, phishing, or pharming), deceptively impersonating another person or entity, or engaging in other fraudulent or misleading practices;
  • Violation of Intellectual Property Rights:Using Services in a manner that violates, infringes upon, or misappropriates the intellectual property or proprietary rights of any third party, including without limitation any rights in or to copyright, patent, trademark, trade secret, privacy or publicity, and publishing content intended to assist others in unlawfully circumventing technical measures intended to protect any such rights;
  1. Unlawful Pornography:Disseminating child pornography or depictions of nudity or sexual activity obtained or disseminated without the consent of those depicted (e.g., “revenge pornography”)
  2. Violent, Harassing, or Abusive Content:Content that incites or threatens violence against any person, promotes terrorism, is intended to harass, abuse or invade the privacy of any individual, creates a risk to the physical safety or health of any individual or to public safety or health, or that threatens or encourages harm on the basis of race, ethnicity, national origin, religion, caste, sexual orientation, sex, gender, gender identity, serious disease or disability, or immigration status; and
  3. Controlled Substances:Unlawfully selling or distributing controlled substances, including but not limited to any illegal or prescription drugs.
  4. Security Violations

Customer may not use Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include but are not limited to:

  1. Harmful Software:Content, software, or any other technology that may damage, interfere with, surreptitiously intercept, or expropriate any computer system, program, or data, including any viruses, malware, spyware, adware, Trojan horses, worms, or time bombs;
  1. Unauthorized Access: Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System;
  2. Interception: Monitoring of data or traffic on a System without permission; and
  3. Falsification of Origin: Using fake or misleading TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. This prohibition does not include the use of aliases or anonymous remailers.
  1. Network Abuse

Customer may not make network connections to any users, hosts, or networks unless the Customer has express permission to communicate with them. Prohibited activities include but are not limited to:

  1. Monitoring or Crawling:Monitoring or crawling of a System (as defined above) that impairs or disrupts the System being monitored or crawled, or other harvesting or scraping of any content of Services;
  1. Deceitful Actions: Introducing intentionally, knowingly, or recklessly, any virus or other contaminating code into the Company Websites, or collecting, transmitting, or using information, including email addresses, screen names or other identifiers, by deceit or covert means (such as phishing, Internet scamming, password robbery, spidering, and harvesting);
  2. Intentional Interference: Interfering with the proper functioning of any System, including any deliberate attempt to overload a System by mail bombing, news bombing, broadcast attacks, flooding techniques, or conducting a denial of service (“DoS”) attack;
  3. Operation of Certain Network Services: Operating open proxies, open mail relays, open recursive domain name servers, Tor exit nodes, or other similar network services;
  4. Avoiding System Restrictions: Using manual or electronic means to avoid any use limitations placed on a System, such as access limits and storage restrictions;
  5. Retaliation Against Company: Any conduct that results in or is likely to result in retaliation against Company, including Company Services, or Company’s employees, officers or other agents, including engaging in behavior that results in or is likely to result in any Company server being the target of a DoS attack;
  6. Withholding Identity: Any activity intended to withhold or cloak identity or contact information or authority, including the omission, deletion, forgery or misreporting of any transmission or identification information, such as return mailing and IP addresses; and
  7. Mining of Cryptocurrencies: Mining any cryptocurrency without explicit written permission.
  1. Vulnerability Testing

Customer may not attempt to probe, scan, penetrate, or test the vulnerability of Company Websites or a Company system or network, or to breach the Company security or authentication measures, whether by passive or intrusive techniques, or conduct any security or malware research on or using Services, without Company’s prior written consent.

  1. Deletion of Customer Data

Company will enable Customer to delete Customer Data in a manner consistent with the functionality of the Services. If Customer uses the Services to delete any Customer Data said deletion shall constitute an instruction to Company to use commercially reasonable efforts to delete the relevant Customer Data from the Company’s systems in accordance with applicable law. Company shall comply with this instruction as soon as reasonably practicable and within a maximum period of one hundred eighty (180) days.

On the closing of a Customer account, Customer may instruct Company to use commercially reasonable efforts to delete all Customer Data from Company’s systems in accordance with applicable law. Company shall, after a recovery period of up to thirty (30) days following said instruction, comply with this instruction as soon as reasonably practicable and within a maximum period of one hundred eighty (180) days. Customer is responsible for exporting, before the Customer’s account is closed, any Customer Data Customer wishes to retain.

Company reserves the right to retain Customer Data for legal or regulatory compliance purposes, pursuant to standard archiving, recovery, and back-up processes and practices, and pursuant to the Privacy Policy.

  1. Data Incidents

Company shall notify Customer promptly and without undue delay after Company becomes aware of a data security incident, and Company shall promptly take all commercially reasonable steps to minimize harm and secure Customer Data.  Company’s notification of a data security incident will describe, to the extent possible, the nature of the incident, the measures taken to mitigate the potential risks and the measures Company recommends Customer take to address the data security incident.  Notification(s) of any data security incident(s) will be delivered to the email address provided by Customer.  Company has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.  Company’s notification of or response to a data security incident under this section will not be construed as an acknowledgement by Company of any fault or liability with respect to said incident.

  1. Warranty Disclaimers

Customer’s use of Company Websites and Services is at Customer’s sole risk. Company Websites and Services, including but not limited to any content delivered as a part thereof, are provided “as is” and on an “as available” basis. Company disclaims all warranties of any kind, whether express or implied, relating to the Company Websites and/or Services and all content delivered in connection thereto, including but not limited to: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; (b) any warranty arising out of course of dealing, usage, or trade; or (c) any warranty or guaranty relating to availability, accuracy, error rate, system integrity, or uninterrupted access. Company does not warrant that: (i) Company Websites or Services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Services are free of viruses or other harmful components; or (iv) the results of using Company Websites or Services will meet Customer’s requirements.

The limitations, exclusions, and disclaimers in this section apply to the fullest extent permitted by law. Company does not disclaim any warranty or other right that Company is prohibited from disclaiming under applicable law.

  1. Indemnification

Customer agrees to defend, indemnify and hold harmless Company and Company’s affiliated individuals and entities, including licensees, licensors, employees, contractors, agents, officers, and directors of any of the aforementioned parties, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of (a) Customer’s use and access of Company Websites and/or Services, by Customer or any person using Customer’s account; (b) a breach of these Terms & Conditions; or (c) Customer Data.

  1. Limitation of Liability

EXCEPT AS PROHIBITED BY LAW, CUSTOMER SHALL HOLD COMPANY AND COMPANY OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES DURING THE PRECEDING 12 MONTHS, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION SHALL APPLY TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.

  1. Governing Law, Jurisdiction, and Venue

These Terms & Conditions, and any dispute related thereto is governed by the laws of the State of Delaware without regard to conflict of law principles.

The Customer and Company each submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New Castle County, Delaware for resolution of any lawsuit or court proceeding permitted under the Terms & Conditions.  The parties hereby waive any objection they may now or hereafter have that venue is not proper with respect to any such suit, action, or proceeding brought in such a court in New Castle County, Delaware.  In any action, suit, or proceeding arising out of these Terms & Conditions, the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waive forever trial by jury.

  1. Changes to Terms of Service

These Terms & Conditions may be amended and/or modified from time to time by Company, with or without notice to Customer. The Customer’s use of Company Websites and Services will always be subject to the Terms & Conditions which are currently in effect at any given time. Accordingly, the Customer shall be responsible for regularly monitoring this webpage to stay advised of any changes to the Terms & Conditions.  Customer acknowledges and agrees that Customer is undertaking this responsibility to monitor this webpage for changes in the Terms & Conditions and that Customer shall have constructive knowledge of any posted changes in the Terms & Conditions.  Customer consents to be bound by any updated Terms & Conditions regardless of Customer’s actual knowledge of the substance of the Terms & Conditions.  If Customer does not agree to any change in the Terms & Conditions, Customer shall immediately delete Customer’s account and cease any and all use of Company Websites and Services.

  1. Assignment and Subcontracting

Company reserves the right to assign or transfer all or part of Company’s rights and obligations under these Terms & Conditions to an affiliate, successor or any other entity or person without obtaining Customer’s prior written consent. Conversely, Customer may not assign or transfer all or part of Customer’s rights and obligations under Terms without obtaining Company’s prior written consent.  Company reserves the right to subcontract all or part of Company’s obligations under these Terms & Conditions at Company’s sole discretion, and without notice to Customer.

  1. Headings

The headings used throughout these Terms & Conditions are used for convenience and reference only, and have no legal effect, nor shall affect the interpretation of these Terms & Conditions.

  1. Force Majeure

Company shall not be liable for any delay in providing Services due to acts beyond its control.  Such acts shall include, but are not limited to, acts of God, embargo, stoppage of labor, failure to secure materials or labor from usual sources of supply, riots, acts of war, acts of terrorism, fire, communication line failures, pandemic or other wide-spread disease, cyber-attacks, and acts of governmental or military authorities.

  1. Attorneys’ Fees

If any action or proceeding shall be commenced to enforce the terms of these Terms & Conditions or any rights arising thereunder, or for any claim for breach of these Terms & Conditions, the Company, if it is the prevailing party in such action or proceeding, shall be entitled to recover from the Customer its reasonable attorneys’ fees, costs, and expenses incurred in connection with such action or proceeding.

  1. Entire Agreement

These Terms & Conditions and Privacy Policy constitute the entire agreement of the parties, and may not be contradicted by any prior or contemporaneous oral agreement.  Notwithstanding the preceding sentence, the Company reserves the right to post and update supplemental terms from time to time, which shall be accessible via the Company Websites, and any such supplemental terms shall be incorporated by reference into these Terms & Conditions.

  1. Severability

In the event that any provision of these Terms & Conditions is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms & Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

  1. Notice

In the event that Customer is to provide a notice to Company under the provisions of these Terms and Conditions, then Customer shall provide such notice to Company at the following email address: admin@infermatic.ai.