“Account” means the primary means for accessing and using the JeffreyAI Services, subject to payment of a Fee designated in the selected Plan. 

“Administrator” means a User(s) of an Account which the Client has granted a special authorisation to manage the Client Account. 

“Beta Service” means any functionality of JeffreyAI Services that is in development or has not been commercially released as a final product and which JeffreyAI has made available to Client for testing and evaluation. 

“Client” means a natural or legal person or entity who has accepted these Terms with JeffreyAI by using the JeffreyAI Services. 

“Client Data” means data and documents of any kind (images, spreadsheets, text files, etc.) and any other digital data and information, which is subject to the Platform, or otherwise inserted into the Platform by the Client and for which JeffreyAI is a “processor” (as defined in the Privacy Notice). Client Data shall not contain Sensitive Information. 

“Content” means any data and information available through JeffreyAI Services or contained within the structure of the JeffreyAI Services, including but not limited to, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments. 

“Credentials” means all usernames, passwords, and other access credentials created by or assigned to Client and each of its designated Users for use of the JeffreyAI Services. 

“Feature” means a function or set of functions providing a particular capability within the JeffreyAI Services as determined by the JeffreyAI and as further governed by any applicable Supplemental Terms. 

“Fee” means regular payment for using the JeffreyAI Services via an activated Account. 

“Feedback” means any comment, bug report, feedback, suggestion or modification for the JeffreyAI Services which Client or a User provides to JeffreyAI . 

“Free Trial” means temporary access for the purposes of trying out any part of the JeffreyAI Services or Features in accordance with any selected Plan without paying a Fee. 

“Add-Ons” means an applications that interoperate with the JeffreyAI. 

“Master Terms” means these core legal and commercial terms that apply to Client’s use of JeffreyAI Services. 

“Non-JeffreyAI Application” means a web-based, mobile, offline or other software application functionality that interoperates with the JeffreyAI Services, that is provided by Client or a third party and/or listed on a Marketplace. Non-JeffreyAI Applications, other than those obtained or provided by Client, will be identifiable as such. 

“JeffreyAI ” means, as the context requires, JeffreyAI LTD 

“JeffreyAI Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the Content, code, data, and all other elements of the JeffreyAI Services. 

“JeffreyAI Services” means the Web Site, Content, JeffreyAI Materials, Platform and all other content, services and/or products, and Features, available on or through the Platform. 

“Plan” means various criteria related to the use and functionality and cost of a particular JeffreyAI Service and on which the Fee is based. 

“Plan Term” means the period of the Client’s use of the JeffreyAI Services commencing on the date of payment of the corresponding Fee for the associated Plan and concluding on the date of expiration of the Plan. 

“Platform” means the JeffreyAI customer relationship management application, including any associated Features. 

“Privacy Notice” means the notice, as set forth at privacy policy, which describes how JeffreyAI collects, receives, uses, stores, shares, transfers, and processes Client Data in connection with Client’s use of the JeffreyAI Services. It also describes Client’s choices regarding use, as well as Client’s rights of access to and correction of its Client Data. 

“Renewal Date” means the date the Client’s Plan will automatically renew on an annual or monthly basis depending on the Client’s Plan. 

“Reseller” means a third party entity that (i) purchases JeffreyAI Services from JeffreyAI and resells such JeffreyAI Services to Clients, (ii) bills such Clients directly and (iii) provides such Clients with customer service related to the JeffreyAI Services. 

“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers, personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection. 

“Sub-processor” means any third party, as set forth here, which JeffreyAI uses in the provision of JeffreyAI Services. 

“Supplemental Terms” means the terms, as set forth here, applicable to Client’s use of a particular Feature or any third party services and which form a part of the Terms. 

“Terms” means these Terms of Service and consists of the Master Terms, any applicable Supplemental Terms, the DPA and the Privacy Notice. 

“Licence” means a single license to access the Account on which the Fee is based and which can be assigned to a User. 

“User” means an entity or individual granted with the authorized rights and privileges to use the Account on behalf of a Client. 

“Web Site” means the compilation of all web documents (including images, php and html files) made available via www.JeffreyAI .com, its subdomains or domains with identical names under other top domains, and owned by JeffreyAI .

JeffreyAI reserves the right, at its sole discretion, to change, modify, add, or remove any portions of the Terms from time to time. Notification of such modifications may be posted on or through the Platform or the JeffreyAI Services. Client’s continued use of the JeffreyAI Services constitutes its acceptance of these Terms and any modifications as they arise.

3.1 Use of the JeffreyAI Services 

Subject to these Terms and any applicable Supplemental Terms, and the payment of the applicable Fee, JeffreyAI grants Client and its Users a non-exclusive, non-transferable, non-sublicensable license to use the JeffreyAI Services to: 
 

1. collect, store and organize Client Data; 
2. modify and delete Client Data; and 
3. customize the standard Features or functionality of the JeffreyAI Services. 

3.2 Modifications to JeffreyAI Services 

JeffreyAI reserves the right to modify the JeffreyAI Services or any part or element thereof from time to time without prior notice, including, without limitation: 
 

1. rebranding, repackaging or repricing (including any adjustments to current Fees which will be applicable at the next Plan renewal date) the JeffreyAI Services at its sole discretion; 
2. ceasing providing or discontinuing the development of any particular JeffreyAI Service, Feature or part or element of the Platform, temporarily or permanently; 
3. taking such action as is necessary to preserve JeffreyAI ’s rights upon any use of the JeffreyAI Services that may be reasonably interpreted as violation of JeffreyAI ’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity. 

As applicable, Client may be notified of such modifications when logging in to the Account. 

If the Client does not accept a modification, Client shall notify JeffreyAI or Reseller (if Client purchased access to the JeffreyAI Services from a Reseller) before the effective date of the modification, and Client’s Account will terminate on the effective date of the modification. However, Client’s continued use of the JeffreyAI Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. JeffreyAI shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the JeffreyAI Services, or any part or element thereof. 
 

3.3 Credentials 

Client is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activities that occur with such Credentials. These Credentials must not be shared or used by multiple persons, but may be reassigned to a new User replacing a former User who has terminated employment (or otherwise changed job function) and who no longer uses JeffreyAI Services. JeffreyAI reserves the right to terminate any User’s Credentials that JeffreyAI reasonably determines may have been used by an unauthorized third party or in an unauthorized manner, as solely determined by JeffreyAI , and will provide immediate notice of such termination to Client. 

Client must promptly notify JeffreyAI : 

1. of any actual or suspected, disclosure, loss or unauthorized use of any Credentials; 
2. of a User’s departure from the Client’s organization; 
3. of a change in a User’s role in the Client’s organization; or 
4. of any termination of a User’s right for any reason. 

3.4 Changing Plans 

Client may upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the JeffreyAI . In such an event, the Client’s credit card on file with the JeffreyAI will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan. If the Client elects to upgrade their Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the upgraded Plan. If, after the commencement of a Plan Term, Client elects to downgrade their Plan, this may cause the loss of Features, functionality, capacity of the Account, as well as the loss of Client Data. No refund of any prepaid or outstanding Fees will be provided to the Client for the price difference between Plans in the event the Client elects to downgrade after the commencement of a Plan Term. 
 

3.5 Administration of Client’s Account 

Client acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the JeffreyAI Services. Client may specify a User to be the billing owner and, depending on the Plan, one or more Users to be an Administrator to manage its account, and JeffreyAI is entitled to rely on communications from an Administrator when servicing Client’s Account. Client’s Administrator(s) may have the ability to access, monitor, use, and/or export Customer Data. 
 

3.6 Technical Support 

JeffreyAI shall provide reasonable technical support to Client and its Users via the following options as outlined below, as soon as reasonably possible. 

JeffreyAI Community & Knowledge Base – available to all Users 

Chat – available to all Users, via their JeffreyAI Account 

Phone – Users on certain Plans can request a call back from support via their JeffreyAI Account 

If you are having trouble logging you can contact us here or if you don’t have a JeffreyAI Account, you can reach out to us at support@JeffreyAI .com. 

Notwithstanding the foregoing, for any JeffreyAI Services purchased from a Reseller, the first-line technical support will be provided by the Reseller and not by JeffreyAI . 

3.7 User Verification 

Client understands and agrees that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User. In the event that the Client loses access to an Account or otherwise requests information about an Account, we reserve the right to request from the Client any verification we deem necessary before restoring access to or providing information about such Account. 
 

3.8 Features 

JeffreyAI may, from time to time, make Features available through the JeffreyAI Services, and which may be subject to Supplemental Terms. The Client’s use of any such Feature is subject to any applicable Supplemental Terms. 
 

3.9 Free Trial 

A new Client may be entitled to a Free Trial and is not required to provide any credit card information during the Free Trial period. Upon expiration of the Free Trial period, the Account will be automatically deactivated. In order to prevent deactivation, or to reactivate the Account, Client is required to select a Plan and pay the Plan’s first payment interval Fee. If the Client does not pay the first payment interval Fee within 2 weeks of the expiry of the Free Trial period, JeffreyAI has the right to permanently delete the Account, including all Client Data therein. In addition to the current collection of Plans, JeffreyAI may offer special discounts and promotions, from time to time, at the JeffreyAI ’s sole discretion which may be subject to additional terms and conditions. 
 

3.10 Beta Services 

JeffreyAI may offer Clients certain Features for the purpose of testing and evaluation called Beta Services. JeffreyAI reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services, with or without notice to the Client. The Client agrees that the JeffreyAI will not be liable to the Client or to any third party for any harm related to, arising out of the Client’s use of the Beta Services, or caused by the modification, suspension or discontinuance of any of the Beta Services, for any reason. For AI Beta Services the JeffreyAI AI Beta Services Terms available here also apply. 
 

3.11 Non-JeffreyAI Applications 

JeffreyAI or third parties may make available third-party non-JeffreyAI applications via Marketplace. If Client elects to procure a non-JeffreyAI application, the terms and conditions regarding its use or receipt of the non-JeffreyAI application are between Client and the provider of those non-JeffreyAI applications and any exchange of data between Client and such third party provider is solely between Client and the applicable provider. Any questions, concerns or disputes that arise based on Client’s use of non-JeffreyAI applications should be addressed with the provider of such non-JeffreyAI application and not with JeffreyAI . JeffreyAI does not warrant, or support non-JeffreyAI applications, whether or not they are designated by JeffreyAI as “certified” or otherwise. JeffreyAI is not responsible for any disclosure, modification or deletion of Client Data resulting from access by such non-JeffreyAI application or its provider. 

Integration with Non-JeffreyAI Applications. JeffreyAI Services may contain Features and functionality designed to interoperate with non-JeffreyAI applications. However, JeffreyAI cannot guarantee the continued availability of such Features, or functionality, and may cease providing them without notice and without entitling Client to any refund, credit, or other compensation, if for example and without limitation, the provider of a non-JeffreyAI application ceases to make the non-JeffreyAI application available for interoperation with the corresponding Features or functionality in a manner acceptable to JeffreyAI .

4.1 Prohibited Activities 

Client and its Users may use the JeffreyAI Services, and any part or element thereof, only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may: 

1. use the JeffreyAI Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions; 
2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the JeffreyAI Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the JeffreyAI is not permitted by that applicable law to exclude or limit the foregoing rights; 
3. provide false, inaccurate or misleading information; 
4. act in a manner that is defamatory, trade libelous, threatening or harassing to JeffreyAI ; or 
5. use the JeffreyAI Services or any part or element thereof unless it has agreed to be bound to these Terms. 

4.2 Uses Requiring JeffreyAI Consent 

The Client or any User may not, without JeffreyAI ’s prior express written consent: 

1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the JeffreyAI Services available, in whole or in part, to any third persons, unless such third person is a User of the same Client; or 
2. use the JeffreyAI Services, or any part or element thereof, in a scope, with means or for purposes other than those for which their functionality was intended. 

4.3 Trade Control Compliance 

The Client, any User, Reseller, or agent (“Third Party”) hereby represents, warrants, covenants, and agrees that, with respect to the JeffreyAI Services: 
 

1. Third Party has complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with the United States, European Union, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the US Department of State (collectively, “Sanctions”), and US, EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the US Departments of Commerce and State (collectively, “Trade Controls”). 
2. Third Party shall take no action, directly or indirectly, that would cause JeffreyAI or any of its Affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Sanctions or Trade Controls. 
3. Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any Sanctions- or export-related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons or OFAC’s Sectoral Sanctions Identifications List, (ii) is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any sanctions or embargoes by any governmental authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Donetsk, Luhansk, Zaporizhzhia, Kherson and Crimean Region of Ukraine, (iii) is or has been greater than 50% owned or controlled by any person or persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the JeffreyAI Services to any persons described in clauses (i)-(iii). 
4. Third Party will promptly notify JeffreyAI if Third Party or any personnel employed by or affiliated with Third Party: (i) commits any actual or potential breach of Sanctions or Trade Controls in relation to the JeffreyAI Services, or (ii) becomes a Restricted Person. 
5. JeffreyAI , in its sole discretion, shall have the right to immediately terminate the access to, or use of the JeffreyAI Services without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party, takes any action in violation of the provisions described in this Section 4 or if JeffreyAI determines, in its sole discretion, that the Third Party’s continued use of the JeffreyAI Services could violate Sanctions or Trade Controls. 

4.4 Take Down 

JeffreyAI endeavors to comply with all laws, including the US Digital Millennium Copyright Act, and reserves the right to remove any Client Data from the Platform upon receipt of a compliant takedown notice, including any judicial orders or notices. 

5.1. Provision of JeffreyAI Services 

JeffreyAI will (a) make the JeffreyAI Services, Content and Client Data available to Client pursuant to these Terms, (b) provide support as outlined in Section 3.6 for the JeffreyAI Services to Client at no additional charge, (c) use commercially reasonable efforts to make the JeffreyAI Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which JeffreyAI shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond JeffreyAI ’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, strike or other labour problem, Internet service provider failure or delay or denial of service attack. JeffreyAI may use Sub-processors to perform the JeffreyAI Services. JeffreyAI will make commercially reasonable efforts to ensure that data transfers to Sub-processors meet requirements applicable to Clients’ processing of Client Data and will provide information on such data transfers in these Terms for Client’s consideration. For additional information regarding such transfers with Sub-processors, please see JeffreyAI ’s Privacy Notice and current list of Sub-processors. 
 

5.2. Protection of Client Data 

JeffreyAI will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing unauthorized access, use, modification or disclosure of Client Data. Additionally, JeffreyAI shall only access, use, modify or otherwise disclose of Client Data: (a) to provide the JeffreyAI Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.6 (Compelled Disclosure) below, (c) as Client or User expressly permits in writing. 

The provisions of this Section 6 are applicable only if Client accesses the JeffreyAI Services directly from JeffreyAI . If Client purchases access to the JeffreyAI Services through a Reseller, any payment terms shall be set forth in Client’s agreement with such Reseller. 

The use of the JeffreyAI Services, which is not via a Free Trial, is subject to a Fee. Upon sign-up of an Account, Client must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on a monthly, or annual basis. JeffreyAI reserves the right to modify the Fees for any Plan, in its reasonable discretion, at any time after the commencement of the Plan Term, upon at least one month’s prior notice to Client, provided that any such modification will not take effect until the start of any Plan immediately following the Plan Term in which JeffreyAI provided Client with notice of the modification. 

Client authorizes JeffreyAI to automatically charge Client the applicable Fees on or after the Renewal Date unless the Plan has been terminated or cancelled in accordance with these Terms. If a Client wishes to reduce the number of users, it must do so prior to the Renewal Date. Clients may cancel their Plan anytime as outlined below, however must do so prior to the Renewal Date in order to avoid billing of the next Plan Term’s Fees. If Client chooses to cancel its Plan during the Plan Term, Client may use the Service until the end of Client’s then-current Plan Term, but will not be issued a refund for the most recently (or any previously) charged Fees. 

All Fees are non-refundable. For purposes of clarity, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during an ongoing payment interval, or where an Account is terminated or suspended by JeffreyAI in accordance with Section 13. 

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties. 

In the event the Client does not pay all Fees due within 29 days of invoice date, JeffreyAI will suspend all access to the Client Account. Client will have 180 days to provide an authorized payment method to reactivate a subscription and their Account, otherwise JeffreyAI has the right to permanently delete the Account, including all Client Data therein. 

6.1 Payment Card Authorisation  

JeffreyAI Inc. and its Affiliates may seek pre-authorization of Client’s payment card account prior to its purchase of JeffreyAI Services in order to verify that the payment card is valid and has the necessary funds or credit available to cover any purchase. Client agrees to approve such card pre-authorization and to pay any amounts for a Plan described on the Web Site, and authorizes JeffreyAI to charge all Fees to such card account. Client agrees to provide JeffreyAI updated information regarding its payment card account upon JeffreyAI ’s request and any time the information earlier provided is no longer valid. 

6.2 Direct Debit Payments 

If Client agrees, JeffreyAI may elect that Client complete a bank debit mandate to enable bank debit payments. In such cases, JeffreyAI shall comply with all applicable national rules and regulations related to direct debit payments. 
 

6.3 Electronic Invoice 

If JeffreyAI has not sought pre-authorization of Client’s payment card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice. 
 

6.4 Late Payment Charges 

Upon delay with any payments, JeffreyAI may require the Client to pay interest on the delay (penalty for late payment) for the period that such payment is overdue. The interest rate for late payment due shall be 1% per month or the maximum allowed by local law, whichever is higher. 
 

6.5 Right to Offset 

In addition to other rights and remedies JeffreyAI may have, if legally permitted to do so, JeffreyAI may offset any payment obligations to Client that JeffreyAI may incur under the Terms against any fees owed to JeffreyAI and not yet paid by Client under the Terms, or any other agreement between Client and JeffreyAI .

7.1 Rights to Client Data 

In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize JeffreyAI to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to its Client Data in a manner consistent with the intended Features of the JeffreyAI Services and these Terms, and to grant the rights and license set forth in these Terms, and (ii) Client Data, or JeffreyAI ’s or any JeffreyAI ’s licensee’s use of such Client Data pursuant to these Terms, do not and will not: (a) 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; (b) violate any applicable law or regulation anywhere in the world; or (c) require the obtaining of a license from or paying any fees and/or royalties by JeffreyAI to any third party for the performance of any JeffreyAI Services which Client has chosen to be performed by JeffreyAI or for the exercise of any rights granted in these Terms, unless Client and JeffreyAI otherwise agree. 
 

7.2 Uploading Client Data to JeffreyAI Services 

Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the JeffreyAI Service. If Client uploads Client Data to the JeffreyAI Services, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or their respective owners (including Users, persons and organizations), whether posted and/or uploaded by Client or made available on or through the JeffreyAI Services. By uploading Client Data to the JeffreyAI Services, Client authorizes JeffreyAI to process the Client Data. Client is responsible for ensuring that: 

1. Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data which violates these Terms, the rights of JeffreyAI , other clients or users of JeffreyAI Services or persons or organizations; 
2. any Client Data is not harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and 
3. Client and all Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the JeffreyAI Services and process it by means of the Account. 

7.3 No Liability of Client Data 

JeffreyAI does not guarantee any accuracy with respect to any information contained in any Client Data and recommends that Client carefully consider what it transmits, submits or posts to or through the JeffreyAI Services. Client understands that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not JeffreyAI , is entirely responsible for all Client Data that is uploaded, posted, transmitted or otherwise made available through the JeffreyAI Services, by Client or its Users, as well as for any remedial actions taken by the JeffreyAI or other Clients or Users as a result of such Client Data. 

7.4 Sensitive Information and Unlawful Client Data 

Client will not use the JeffreyAI Service in any way to process (a) Sensitive Information or (b) Client Data that, in any manner, is prohibited by law or in violation of these Terms. JeffreyAI is not obliged to pre-screen, monitor or filter any Client Data, or its processing by the Client, in order to determine if it is Sensitive Information or unlawful in nature. However, if JeffreyAI , in its sole discretion, has reason to believe that Client is processing any unlawful Client Data or Sensitive Information, or the action of its processing is unlawful in nature, JeffreyAI has the right to: 

1. notify the Client of such unlawful Client Data or Sensitive Information;
2. deny its use in the JeffreyAI Services;
3. demand that the Client bring its use of the JeffreyAI Services into compliance with these

Terms and applicable law; 

1. temporarily or permanently remove the unlawful Client Data or Sensitive Information

from the JeffreyAI Services, restrict access to it or delete it. 

If JeffreyAI is presented convincing evidence that the Client Data is not unlawful or Sensitive Information, JeffreyAI may, at its sole discretion, restore such Client Data or Sensitive Information, which was previously removed from the JeffreyAI Services, Account or access to which was restricted. 

No Sensitive Information. CLIENT ACKNOWLEDGES THAT THE JEFFREYAI SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY CLIENT AGREES NOT TO USE THE JEFFREYAI SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. JEFFREYAI WILL NOT HAVE, AND JEFFREYAI SPECIFICALLY DISCLAIMS, ANY LIABILITY THAT MAY RESULT FROM CLIENT’S USE OF THE JEFFREYAI SERVICES TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION. 
 

7.5 JeffreyAI Rights to Client Data 

JeffreyAI may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. JeffreyAI may not otherwise use or publicly display Client Data without Client’s written consent and respects Client’s right to exclusive ownership of Client Data. Unless specifically permitted by Client and otherwise set forth herein, Client’s use of the JeffreyAI Services does not grant JeffreyAI the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by Client or stored in Client’s Account for JeffreyAI ’s commercial, marketing or any similar purpose. Client expressly grants JeffreyAI the right to use and analyze aggregate system activity data associated with use of the JeffreyAI Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the JeffreyAI Services operate, and to create new Features and functionality in connection with the JeffreyAI Services in the sole discretion of JeffreyAI . 
 

7.6 Compelled Disclosures 

Supplier may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.

JeffreyAI ’s Privacy Notice is available at Privacy Policy

9.1 JeffreyAI ’s Intellectual Property Rights 

The JeffreyAI Services, Platform, JeffreyAI Materials, JeffreyAI trade names and trademarks, and any associated intellectual property thereof are, solely and exclusively, owned and operated by JeffreyAI , its Affiliates or its respective third party vendors and hosting partners. JeffreyAI Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Except as set forth in these Terms, Client’s use of the JeffreyAI Services and JeffreyAI Materials, and any parts or elements, does not grant to Client any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the JeffreyAI Materials is strictly prohibited unless Client has received the express prior written permission from JeffreyAI or the otherwise applicable rights holder. Client may not use JeffreyAI trade names and trademarks in any manner that disparages JeffreyAI or its products or services or portrays JeffreyAI in a false, competitively adverse or poor light. JeffreyAI reserves all rights to the JeffreyAI Services, Platform, JeffreyAI Materials and JeffreyAI trade names and trademarks not expressly granted in the Terms. 
 

9.2 Content 

Subject to these Terms and the payment of the applicable Fee, JeffreyAI grants Client and its Users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for its personal, non-commercial use. Client shall not remove copyright and proprietary notices that are contained in any part of the Content. Client expressly acknowledges that it does not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the JeffreyAI Services. Client shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as expressly permitted by JeffreyAI . 
 

9.3 Feedback 

If a Client or a User provides JeffreyAI with any Feedback, JeffreyAI shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the JeffreyAI Services. 

Client or User hereby grants JeffreyAI a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use Feedback for any purpose. JeffreyAI shall have the right to modify or remove any Feedback provided in the public areas of the Web Site which the JeffreyAI deems, at its sole discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

Unless otherwise expressly stated by JeffreyAI, the JeffreyAI services, JeffreyAI material, platform and any content, or features made available in conjunction with or through the JeffreyAI services are provided “as is” and “as available” without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, JeffreyAI and its affiliates disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability. 

Unless otherwise expressly stated by JeffreyAI, JeffreyAI and its affiliates do not warrant that the JeffreyAI services and any content or features made available in conjunction with or through the JeffreyAI services will be uninterrupted or error-free, that defects will be corrected, or that the JeffreyAI services and any content or features made available in conjunction with or through the JeffreyAI services or the platform that makes them available are free of viruses or other harmful components. 

Unless otherwise expressly stated by JeffreyAI, JeffreyAI and its affiliates do not warrant or make any representations regarding the use or the results of the use of the platform, the JeffreyAI services, JeffreyAI materials or any web sites, in terms of correctness, accuracy, reliability, or otherwise. 

If the laws of certain countries and states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, some or all of the above disclaimers, exclusions, or limitations, set forth in this section 10, may not apply to JeffreyAI, and client may have additional rights as set forth in law. 

Client agrees to defend, indemnify and hold harmless JeffreyAI and its Affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of its use or misuse of the JeffreyAI Services, JeffreyAI Materials, representations made to JeffreyAI , its Affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. JeffreyAI reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify JeffreyAI , and Client agrees to cooperate with such defense of these claims. 

12.1 No Liability 

JeffreyAI shall not be liable to the Client or User for any consequences resulting from: 
 

1. any modifications in these Terms, modification of the JeffreyAI Services, JeffreyAI Material, Account usage by Client or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the JeffreyAI Services or JeffreyAI Materials; 
2. deletion of, corruption of, or failure to store any Client Data; 
3. use of Client Data by the Client or any of the Users associated with the Account; 
4. upgrading or downgrading of a current Plan by Client; 
5. any disclosure, loss or unauthorized use of the login credentials of Client or any User due to Client’s failure to keep them confidential; 
6. Client’s use of the Account or the JeffreyAI Services by means of web browsers other than those accepted or supported by the JeffreyAI ; 
7. the application of any remedies against the Client or Users by JeffreyAI ; for example, if the Client or User has committed a crime or conducted a breach of applicable law by using the JeffreyAI Services or any part or element thereof; 
8. the differences between technologies and platforms used for access; for example, if certain Features, functions, parts or elements of the JeffreyAI Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet; 
9. JeffreyAI ’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards. 

In addition, JeffreyAI and its Affiliates shall not be liable to the Client for any claim by any user, person, organization, or third persons against the Client arising out of the Client’s failure to: 
 

1. provide JeffreyAI with accurate information about the Client, Users or Account; 
2. notify JeffreyAI of any reasons due to which a User does not have the right to use the Account on behalf of the Client; 
3. provide any JeffreyAI Services or Features which it has agreed to provide to any person or organization (whether such failure arises as a result of JeffreyAI ’s negligence, breach of these Terms or otherwise); 
4. ensure the lawfulness of the Client Data; 
5. obtain the necessary rights to use the Client Data; or 
6. abide by any of the restrictions described in these Terms. 

12.2 Limitation of Liability 

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF JEFFREYAI AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE SPECIFIC JEFFREYAI SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS FOR NEGLIGENCE, IN CONTRACT OR TORT, MISREPRESENTATION OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS SET FORTH IN SECTION 5 “FEES/PAYMENT”. 
 

12.3 Exclusion of Consequential and Related Damages 

EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 “INDEMNIFICATION”, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. 

13.1 For Convenience 

These Terms and/or Client’s access to the JeffreyAI Services may be terminated for convenience in the following situations; 

1. by the Client at any time by: (i) clicking the cancellation link on the Web Site, (ii) by means agreed upon between the Client and the Reseller, if Client is paying for the JeffreyAI Service via a Reseller; 
2. by JeffreyAI upon decision to end provision of any portion of the JeffreyAI Services, any Feature and/or close any portion of the Platform; 
3. by JeffreyAI at any stage and for any reason, provided that the JeffreyAI will provide a pro rata refund of any unused Fees for the remainder of the Term; or 
4. immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors. 

13.2 For Default 

These Terms and/or Client’s access to the JeffreyAI Services may be terminated for default upon written notice to the other party as indicated in Section 15.6 “Notice”: 

1. by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; 
2. immediately by either party if the other party breaches its obligations, as applicable under Sections 4 “Restrictions”, 7 “Client Data/Sensitive Information”, 9 “Intellectual Property Rights” or 11 “Indemnification”; or 
3. by JeffreyAI with immediate effect if: (i) Client’s use of the JeffreyAI Services is suspected, in JeffreyAI ’s sole discretion, of illegal activity, (ii) requests made by law enforcement, judicial order or other government agencies for such termination, or (iii) if Client’s use of the JeffreyAI Services endangers the property of others, the Web Site or the Platform. 

13.3 Effect of Termination 

Upon termination of these Terms and/or Client’s access to the JeffreyAI Services for any reason whatsoever: 

1. JeffreyAI shall deactivate and permanently delete the Account and all Client Data in the JeffreyAI Services within 6 months of the effective date of termination of these Terms and/or Client’s access to the JeffreyAI Services. If the Client has specifically requested for an earlier deletion of the Account and all Client Data, JeffreyAI shall fulfill such request within 1 month of its receipt of such request. 

1. Client must: 

• stop using and prevent the further usage of the JeffreyAI Services, including, without limitation, the Platform; 

• pay any amounts owed to JeffreyAI under these Terms; and 

• discharge any liability incurred by the Client under these Terms prior to the termination. 

1. Except as otherwise set forth herein, in no event shall Client receive a refund of any Fees prepaid hereunder. 
2. The following provisions shall survive the termination of these Terms: Sections 1, 2, 4, 6, 7-9, 11, 12, 14 and 15. 

13.4 Suspension 

JeffreyAI has the right to suspend access to all or any part of the JeffreyAI Service or an Account, including removing Content, at any time, and for any period of time, for: (i) violation or suspected violation of these Terms, (ii) legal obligations (iii) bandwidth usage by Client or its Users of the JeffreyAI Service, any Features, or functionality to be significantly excessive in relation to other JeffreyAI Service users, or to protect the integrity, operability, and security of the JeffreyAI Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the JeffreyAI Service or any third party, JeffreyAI typically provides notice in the form of a banner or email on or before such suspension. JeffreyAI will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the JeffreyAI Service. For any such suspension, JeffreyAI shall make the sole determination as to any credit or refund of prepaid Fees by the Client.