ConnectMachine Terms of Service

By accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms.

If you are using the Services on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization to these Terms. If that organization has a separate written agreement in place with ConnectMachine, that agreement will govern your use of the Services to the extent of any conflict.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT ACCESS OR USE THE CONNECTMACHINE SERVICES.

We may update or modify these Terms from time to time, at our sole discretion. Updates will be communicated via email, within the Services, or through an updated “Last Updated” date at the top of this page. The revised version will supersede all prior versions. Your continued use of the Services following such changes constitutes your acceptance of the updated Terms.

If you have questions or feedback regarding these Terms, or wish to report a potential violation, please contact us at hi@connectmachine.ai.

About ConnectMachine

ConnectMachine provides a secure, AI-powered platform designed to enable intentional, private, and intelligent connection. Our Services may include, but are not limited to:

a) associated APIs, documentation, and software tools related to our Services;

b) personalized onboarding or integration assistance; and

c) ongoing updates, feature enhancements, and bug fixes made available to users.

These Terms also apply to ConnectMachine AI Services, which refer to features and capabilities powered by artificial intelligence, including contact enrichment, intelligent categorization, and voice or agentic query functionality.

1.1 Access to Services

Subject to these Terms, ConnectMachine Inc. (“ConnectMachine,” “we,” or “our”) grants you a non-exclusive, non-transferable, revocable, and limited license to access and use the Services solely for your internal business or personal purposes, consistent with your selected subscription plan (“Plan”) and valid subscription term (“Subscription Term”).

The Services are made available through a password-protected account that you or your organization create and maintain. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

ConnectMachine retains sole control and discretion over the operation, provision, maintenance, and management of all aspects of the Services, including infrastructure, platform design, and data center locations where the Services are hosted or performed. You agree to provide reasonable cooperation and assistance as ConnectMachine may request to ensure proper operation of the Services.

1.2 Export Control and Compliance

You represent and warrant that you and your authorized users (“Permitted Users”) are not located in, under the control of, or a national or resident of any country or territory subject to U.S. embargoes, sanctions, or trade restrictions, and that you are not a prohibited end user under any applicable export control or trade compliance laws.

If you or any Permitted User breach this provision, ConnectMachine reserves the right to immediately suspend or terminate your access to the Services without notice or liability, in addition to any other remedies available under law.

1.3 Restrictions on Use

Except as expressly permitted under these Terms, you agree not to, and shall ensure that your Permitted Users do not (and do not allow any third party to):

1. Misuse or abuse the Services, including accessing, using, or deploying them in any manner not expressly authorized by these Terms.

2. Rent, lease, resell, sublicense, or otherwise provide access to the Services to any third party, or use the Services to offer a hosted or managed service.

3. Reverse engineer, decompile, disassemble, or attempt to derive source code or non-public APIs of any ConnectMachine software, except as expressly permitted by applicable law (and only after providing prior written notice to ConnectMachine).

4. Copy, modify, translate, or create derivative works based on any ConnectMachine software, documentation, or materials.

5. Remove, obscure, or alter any proprietary notices, trademarks, or disclaimers displayed within or generated by the Services.

6. Frame, mirror, or use framing techniques to enclose any part of the Services, including interface elements, logos, or layout.

7. Use ConnectMachine’s name, logos, or trademarks as metatags, keywords, or hidden text without written authorization.

8. Take any action that imposes, or may impose, an unreasonable or disproportionately large load on ConnectMachine’s infrastructure or those of its third-party providers.

9. Use the Services for any unlawful purpose or in violation of any applicable local, state, national, or international law.

10. Engage in spam, auto-responders, or any automated form of message sending using the Services.

11. Download, upload, or install any software, scripts, or executables unrelated to legitimate ConnectMachine use cases (for example, crypto mining, gaming servers, or malicious activities).

Violation of these restrictions may result in immediate suspension or termination of your account, without refund, and may expose you to civil or criminal liability under applicable law.

2.1 Customer Content Ownership

As between the Parties, Customer will retain all rights, title and interest (including any and all Intellectual Property Rights) that Customer may have in and to the Customer Content as submitted to or generated by the Customer through the ConnectMachine Services. Subject to the terms of this Agreement, Customer hereby grants to ConnectMachine a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, create derivative works of and display the Customer Content solely to the extent required to provide the ConnectMachine Services to Customer. Additionally, ConnectMachine may monitor and use for its internal purposes any information relating to Customer's and Permitted Users' usage of the Software and Services, for example, number of Permitted Users, usage levels, nature and type of application usage, transactions processed, configurations, and reports processed using the Software and Services (hereinafter, "Analytics").

You acknowledge and agree that:

(a) only users registered with ConnectMachine for an account ("Authorized Users") will be provided access to the Services;

(b) you and all your Authorized Users will comply with the Terms and all applicable laws, rules and regulations;

(c) you will use and have measures in place to keep any personal data, such as professional contact data, provided to you as part of the Services ("Data") secure, confidential, and to comply with all applicable international data privacy, security and marketing laws and regulations, including but not limited to the EU's General Data Protection Regulation ("GDPR"), the EU's Privacy and Electronic Communications Directive 2002/58/EC ("ePrivacy Directive"), the UK's equivalent of GDPR, the California Consumer Privacy Act ("CCPA"), the US Federal CAN-SPAM Act of 2003 and Canada's Anti-Spam Legislation. You specifically acknowledge that you are responsible as a Controller (as defined in the GDPR) of any EU personal data that you acquire from the Services and for obtaining any consent required under the ePrivacy Directive;

(d) monitor and control all activity conducted through your account in connection with the Services, including preventing anyone that is not an Authorized User from accessing and using the Services.

Customer will ensure that use of ConnectMachine Services and Customer's collection, usage, storage, transmission, and disclosure to ConnectMachine of all Customer Content are at all times in compliance with Customer's privacy policies and all applicable Laws. Customer is solely responsible for the accuracy and legality of all Customer Content.

Customer represents and warrants to ConnectMachine that Customer has all necessary rights, consents and permissions in relation to all Customer Content as required for the purposes contemplated in this Agreement, and that no Customer Content will violate or infringe (i) any third-party Intellectual Property, publicity, privacy or other rights or (ii) any Laws.

2.2 Prohibited Use

Customer will not use the ConnectMachine Services with any Customer Content that (i) is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate; (ii) contains viruses, bots, worms, scripting exploits or other similar materials; or (iii) could otherwise cause damage to ConnectMachine or any third party.

You acknowledge and agree that at all times during your use of the Services, you and your Authorized Users will not:

use the Services for any purposes other than your own internal business to business sales, marketing, or customer relationship management;

share your account login credentials, or publish, distribute, share, sell, lease, transfer or otherwise make any portion of the Services, including Data, available to third parties;

interfere with or disrupt the integrity or performance of the Services;

reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code of any software making up the Services;

use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract or export data collected using the Services;

access the Services in order to build a competitive product or service;

use the Services in violation of any applicable laws, including but not limited to data privacy laws, and particularly laws that prohibit the sending of bulk mail, junk mail, spam or other forms of duplicative messages;

use the Services to stalk, threaten, harass or harm another individual, or use the Services in any way that is misleading, unlawful, defamatory, obscene, invasive, threatening, or otherwise objectionable.

If you undertake any of the aforementioned actions in this section, your privileges to use the Services may, at our discretion, be terminated or suspended in accordance with sections 4.3 (Termination for Cause) and 4.4 (Suspension of Access). ConnectMachine shall also have the right to pursue any damages or injunctive relief it may be entitled to under law.

2.3 Fair Use Limits

Services are subject to usage limits defined in your selected Plan. Legacy unlimited plan users are governed by a fair use policy capped at 10,000 credits per user monthly to prevent abuse. Exceeding monthly limits may result in suspension of the Authorized User's Service access until the next billing cycle.

3.1 Information Security

ConnectMachine will maintain an information security program that incorporates administrative, physical, and technical safeguards designed to (a) ensure the security and integrity of the Customer Content including Personal Information; (b) prevent unauthorized access to, or disclosure of, the Customer Content; and (c) protect against threats, hazards and security incidents with respect to the Customer Content.

ConnectMachine's privacy practices regarding Personal Information stored using the ConnectMachine Services are governed by the then-current version of the ConnectMachine Privacy Policy ("Privacy Policy") available at https://www.connectmachine.ai/legal/privacy, as it is amended from time to time, and which is incorporated by reference herein.

3.2 Data Processing and Data Transfer

If Customer wishes to store, transmit, or otherwise process Personal Information using the ConnectMachine Services or by transmitting it to ConnectMachine, whether that is Account-Related Information or Customer Content, the Privacy Policy found at https://www.connectmachine.ai/legal/privacy shall be applicable for the processing of any Personal Information.

ConnectMachine may collect, use and analyze general usage and performance information and data ("Usage Data") about our customers in an aggregated manner for the purpose of improving the Services, research, marketing, benchmarking or for publishing statistics, provided that we will not specifically identify you in the course of collecting, using, analyzing or publishing that information or data. We own and reserve our right, title and interest to the Usage Data.

"Confidential Information" means all information of a party disclosed to the other party, whether orally or in writing, that is designated as confidential or is information which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, any pricing information, any proprietary materials provided, including product plans, technology and technical information, business and marketing plans and business processes disclosed by such party. Confidential information does not include any information which (a) is or becomes publicly known without any fault of or participation by the receiving Party of confidential information; (b) was already in the receiving Party's possession prior to the disclosure or came into the receiving Party's possession from a third party not under an obligation of confidentiality; or (c) is independently developed by the receiving Party without reference to the Confidential Information.

Each party will protect the other's Confidential Information from unauthorized use, access or disclosure in the same manner as each party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each party may use the other party's Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms.

Each party may disclose Confidential Information (a) solely to the employees and/or non-employee service providers and contractors on a need to know basis and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. This confidentiality obligation shall survive the termination of the Terms and your use of the Services.

5.1 Intellectual Property Rights

You acknowledge and agree that as between you and ConnectMachine, all rights, title and interest in and to any and all copyrights, trademark rights, patent rights, database rights, and other intellectual property (whether registered or unregistered) or other rights in and to the Services, including all software, Data and other components of or used to provide the Services are owned by ConnectMachine. These Terms do not grant you any right, title or interest in any of the above, except for the limited use rights expressly granted to you at section 1.1 (ConnectMachine Services).

Customer acknowledges and agrees that ConnectMachine Services contain proprietary materials of ConnectMachine or its licensors (including the Software and Documentation). All present and future Intellectual Property Rights in the ConnectMachine Services (including Software, ConnectMachine AI Services, Third Party AI Tools, APIs and Documentation), Feedback (as defined below), Analytics, Updates and any improvements, design contributions, configurations, customizations, enhancements, updates or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the ConnectMachine Services, shall at all times be and remain the sole and exclusive property of ConnectMachine. Customer hereby acknowledges that it only has a limited right to access and use the ConnectMachine Services under this Agreement and that no ownership rights are being conveyed under this Agreement. ConnectMachine Services are offered as an online, hosted solution, and Customer shall have no right to obtain a copy of it (including copy of the Software used for providing the ConnectMachine Services). ConnectMachine shall retain all right, title and interest in any deliverables or work product created or developed under the Agreement and no deliverable or work product shall be deemed a "work made for hire" as such term is defined under Section 101 of the U.S. Copyright Act or any other equivalent law in any jurisdiction.

We authorize you to use Our Intellectual Property solely for your limited commercial use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to devices that are controlled or approved by you.

You must not, directly or indirectly: (a) enable any person or entity other than authorized users to access and use the Platform or Products;

(b) attempt to gain unauthorized access to any Platform or its related systems or networks;

(c) use or access our Intellectual Property except in accordance with these Terms;

(d) modify, copy or create any derivative work based upon our Platform or Products or any portion, feature or function of our Platform or Products;

(e) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, the Platform or Products or access or use the Platform or Products in order to (1) copy ideas, features, functions or graphics, (2) develop competing products or services, or (3) perform competitive analyses;

(f) remove, obscure or alter any proprietary notice related to the Platform or Products;

(g) send or store malicious code;

(h) use or permit others to use the Platform or Products in violation of applicable law; or

(i) use or permit others to use the Platform or Products other than as described in these Terms.

You must not, without our prior written consent:

(a) copy, in whole or in part, any of Our Intellectual Property;

(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:

(a) you do not assert that you are the owner of Our Intellectual Property;

(b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;

(c) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and

(d) you comply with all other terms of these Terms.

This clause will survive the termination or expiry of your Membership.

5.2 User Feedback

You may, at your discretion, provide us with suggestions, comments, corrections, ideas, enhancement or feature requests or other information and materials (collectively "Feedback"). You grant to us a worldwide, irrevocable, perpetual, royalty-free license to use, reproduce, adapt, publish, translate, communicate, display, and distribute your Feedback for the purposes of operating or improving our Services.

5.3 AI Services

You may submit data to the AI Services ("Inputs") and receive outputs from the AI Services ("Outputs"). "AI Services" means large language models (LLMs) or other machine learning or artificial intelligence features of the Services. ConnectMachine may use Inputs and Outputs to train or otherwise improve the AI Services, but only if such Inputs and Outputs have been (a) de-identified so that they do not identify Customer, its Authorized Users or any other person and (b) aggregated with data across other customers. Company retains all intellectual property and other rights to the Outputs and grants to Customer a non-exclusive, worldwide, perpetual right and license to reproduce, distribute, publicly display, publicly perform and prepare derivative works of Outputs.

6.1 Subscription Plan

The prices, features, and options of the ConnectMachine Services depend on the subscription plan selected as well as any changes instigated by Customer ("Subscription Plan"). ConnectMachine does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features, usage limits and options in a particular Subscription Plan without prior notice. Customer shall not, and shall not permit others, to use the ConnectMachine Services or allow access to them in a manner that circumvents contractual usage restrictions or matrices set forth in these Terms, applicable Subscription Plan.

6.2 Payment Terms

(a) Customer hereby authorizes ConnectMachine (or its agent) to charge its payment method on a recurring basis as per Subscription Plan for: (i) the applicable Subscription Plan charges; (ii) any and all applicable taxes; and (iii) any other charges incurred in connection with Customer's use of the ConnectMachine Services.

(b) ConnectMachine will provide billing and usage information in a format determined by ConnectMachine. ConnectMachine reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. Customer agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If Customer does not bring such problems/discrepancies to our attention within thirty (30) days, it agrees to waive its right to dispute such problems or discrepancies.

(c) All fees and payments made by Customer to ConnectMachine are non-refundable. Customer is required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of ConnectMachine. Customer hereby confirms that ConnectMachine can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for tax purposes.

(d) Customer shall make all payments without any set offs, withholdings, or deduction of any kind. Invoices that remain unpaid beyond the payment due date shall be subject to an interest equal to 1.5% per month of the amount due or the maximum amount allowed by law. Additionally, Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys' fees) incurred by ConnectMachine to collect any amount that is not paid by Customer when due. Amounts due to ConnectMachine may not be withheld or offset by Customer for any reason against amounts due or asserted to be due from ConnectMachine.

6.3 Term and Renewals

The Subscription Term commences on the date you purchase the Services and agree to these Terms, and will automatically renew at the end of each Subscription Term for the same duration as the previous Subscription Term unless you provide us with a written cancellation notice in accordance with section 4.2 (Cancellations). We reserve the right to change the Fees at renewal.

With reference to ConnectMachine Services, the term shall begin on the date the Customer accepts it and continues until the Customer's Subscription Plan expires or its use of the ConnectMachine Services ceases (including as a result of termination in accordance with the Terms), whichever is later ("Subscription Term").

Subscription Plans automatically renew unless otherwise noted. If you purchase a Subscription Plan you agree to pay the then-current applicable fee associated with the Subscription Plan and further agree and acknowledge that it will automatically renew, unless, prior to the end of the Subscription Plan:

(a) you terminate your Account by providing thirty (30) days' prior written notice;

(b) you set your Account not to auto-renew by logging in to ConnectMachine Services or by contacting us at hi@connectmachine.ai;

(c) ConnectMachine declines to renew your Subscription Plan; or

(d) these Terms are otherwise properly terminated as expressly permitted herein. The Subscription Plan will automatically renew on a monthly or annual basis, depending upon the Subscription Term.

6.4 Cancellations

You may terminate the Services only at the end of your then-current Subscription Term by providing written notice to us. For an annual plan, you must submit a cancellation to us no less than thirty (30) days prior to the end of your Subscription Term. For a monthly plan, you must submit a cancellation request through your account prior to the end of your Subscription Term. You agree that no refunds or credits for any part of the Fees will be made upon termination of your Plan, and your right to access and use the Services shall terminate immediately.

6.5 Termination for Cause

Either party may terminate the Subscription for cause (a) upon written notice to the other party of a material breach of the Terms if such breach remains uncured at the expiration of thirty (30) days from the date of receipt of such written notice; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In no event will termination discharge you of your obligation to pay the Fees.

6.6 Suspension of Access

ConnectMachine may suspend your access to the Services immediately if you (a) fail to make a payment for more than thirty (30) days following its due date; or (b) have, or ConnectMachine reasonably suspects that you have breached sections (Your Responsibilities), (Prohibited Use), (Fair Usage Limits) or (Confidentiality). ConnectMachine will have no liability to you for the period of suspension.

6.6 Survival

The following Sections will survive any expiration or termination of this Agreement: (Ownership), (Payment Terms), (Term and Termination), (Disclaimers), (Indemnity and Limitation of Liability), (Confidential Information) and (General Terms).

7.1 Indemnification by ConnectMachine

ConnectMachine will indemnify Customer from and against any third-party Claims arising directly from the breach of ConnectMachine's warranty regarding non-infringement of Intellectual Property Rights as provided in the Warranties section above. ConnectMachine shall have no liability for any Claim based on (a) the Customer Content, (b) modification of ConnectMachine Services or the Software not authorized by ConnectMachine, (c) access to or use of the Services in combination with any hardware, system, software, network or other materials or service not provided or authorized in writing by ConnectMachine; (d) failure to timely implement any modifications, upgrades, replacements or enhancements made available to Customer by or on behalf of ConnectMachine or (e) use of ConnectMachine Services other than in accordance with the Documentation and this Agreement.

ConnectMachine may, at its sole option and expense, procure for Customer the right to continue use of the Services, modify the Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date. The indemnification obligation set forth herein shall be the sole and exclusive remedy of the Customer with respect to any Claims of infringement of Intellectual Property Rights of a third party.

7.2 Indemnification by Customer

Customer will indemnify ConnectMachine, its Affiliates, its officers, directors and employees from and against any third-party Claims arising directly or indirectly from: (a) any failure or alleged failure by Customer and/or any Permitted Users to comply with any applicable Laws or regulations; (b) breach of Customer's representations and warranties provided in this Agreement; or (c) breach of Customer's obligations regarding Prohibited Use as outlined in the Customer Content & Responsibilities section.

7.3 Consequential Damages Waiver

NEITHER PARTY SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING LIMIT SHALL NOT APPLY WITH RESPECT TO THE PARTIES' INDEMNITY OBLIGATIONS IN THIS SECTION OR FOR CLAIMS ARISING OUT OF (I) GROSS NEGLIGENCE AND WILFUL MISCONDUCT, (II) BREACH OF CONFIDENTIALITY OBLIGATIONS, (III) CUSTOMER'S PAYMENT OBLIGATION AND (IV) BREACH OF PROHIBITED USE OBLIGATIONS.

7.4 Liability Cap

EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMIT SHALL NOT APPLY WITH RESPECT TO THE PARTIES' INDEMNITY OBLIGATIONS IN THIS SECTION OR FOR CLAIMS ARISING OUT OF (I) GROSS NEGLIGENCE AND WILFUL MISCONDUCT, (II) BREACH OF CONFIDENTIALITY OBLIGATIONS, (III) CUSTOMER'S PAYMENT OBLIGATION AND (IV) BREACH OF PROHIBITED USE OBLIGATIONS.

8.1 Third Party Content

ConnectMachine may provide, or third parties may provide on ConnectMachine's Services, links to other third-party websites, services, or resources that are beyond ConnectMachine's control.

WE MAKE NO REPRESENTATIONS AS TO THE QUALITY, SUITABILITY, FUNCTIONALITY, OR LEGALITY OF ANY THIRD-PARTY CONTENT TO WHICH LINKS MAY BE PROVIDED. CONNECTMACHINE IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE CONNECTMACHINE SERVICES OR POSTS OF USER CONTENT.

The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us.

8.2 Assignment

This Agreement will bind and inure to the benefit of each Party's successors and permitted assigns. Neither party may assign this Agreement or its rights and obligations hereunder without the advance written consent of the other party other than where such assignment is pursuant to any merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement in breach of this provision will be null and void.

8.3 Severability

The unenforceability of any provision or provisions of this Agreement shall not render unenforceable or impair other provisions of this Agreement. If any provision is declared to be invalid or unenforceable in whole or in part, Parties shall attempt to amend such provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the Parties.

8.4 Governing Law: Jurisdiction and Venue

This Agreement will be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. All disputes relating to or arising hereunder shall be resolved in a state or federal court located in San Mateo County, California, USA, and the Parties hereby consent to the exclusive jurisdiction of such courts.

8.5 Equitable Remedies

The Parties agree that breach of confidentiality obligations hereunder or breach of Intellectual Property Rights by one Party may result in immediate and irreparable harm to the other Party and that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, the non-breaching Party will be entitled to seek equitable relief, including but not limited to a temporary restraining order, temporary injunction or permanent injunction without the posting of a bond or other security.

8.6 Notice

While the Parties may communicate by any means in the performance of the terms of this Agreement, any notice of termination or other legal notice to a party shall be effective only if it is in writing and sent using (a) ConnectMachine Services; (b) nationally-known courier service that confirms delivery in writing or email, in which case notice will be deemed given upon receipt; or (c) registered or certified mail, postage prepaid and return receipt requested, in which case notice is deemed given the third business day after such notice is deposited in the mail. Such notices can be sent to the Customer at the address set forth in Customer's Account and to ConnectMachine at hi@connectmachine.ai

Email notices are effective only if the sender receives confirmation of receipt from the recipient.

8.7 Non-Solicitation

Customer shall not, during the Term of this Agreement and for a period of 1 (one) year thereafter, solicit for employment or engagement (whether as an employee, independent contractor or consultant) any ConnectMachine employee or consultant.

8.8 Amendments and Waivers

No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each Party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede this Agreement.

8.9 Entire Agreement

The terms contained herein along with any order form or other document that references these Terms, captures the complete understanding of the parties with respect to the subject matter herein and supersedes and cancels all previous written and oral agreements and communications relating thereto.

8.10 Force Majeure

Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay money) if the delay or failure is directly attributable to unforeseen events that occur after this Agreement becoming effective and that are beyond the reasonable control of such Party (each, a "Force Majeure Event"), such as a strike, blockade, war, act of terrorism, riot, pandemic, natural disaster, failure or diminishment of power or data or telecommunications networks or services.

8.11 Independent Contractors

This Agreement does not create relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party's behalf.

8.12 Export Control

In its use of the ConnectMachine Services, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, (ii) Customer will not (and will not permit any of its users to) access or use ConnectMachine Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to the ConnectMachine Services any information that is controlled under the U.S. International Traffic in Arms Regulations.

8.13 Subcontractors

ConnectMachine may use the services of subcontractors for performance of services under this Agreement, provided that ConnectMachine remains responsible for: (a) compliance of any such subcontractor with the terms of this Agreement; and (b) for the overall performance of the Services as required under this Agreement.

If you have questions, comments, or concerns about this Terms of Services or our privacy practices, or if you wish to exercise your rights, please contact us:

Email: hi@connectmachine.ai

We will respond to your inquiry within a reasonable timeframe.