Terms & Conditions

These terms and conditions (“Agreement”) set forth the general terms and conditions of your use of the inverted.ai website (“Website” or “Service”) and any of its related products and services (collectively, “Services”). This Agreement is legally binding between you (“User”, “you” or “your”) and Inverted AI Ltd (“Inverted AI Ltd”, “we”, “us” or “our”). If you are entering into this agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this agreement, you must not accept this agreement and may not access and use the Website and Services. By accessing and using the Website and Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. You acknowledge that this Agreement is a contract between you and Inverted AI Ltd, even though it is electronic and is not physically signed by you, and it governs your use of the Website and Services.

Age requirement

You must be at least 18 years of age to use the Website and Services. By using the Website and Services and by agreeing to this Agreement you warrant and represent that you are at least 18 years of age.

Billing and payments

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Where Services are offered on a free trial basis, payment may be required after the free trial period ends, and not when you enter your billing details (which may be required prior to the commencement of the free trial period). If auto-renewal is enabled for the Services you have subscribed for, you will be charged automatically in accordance with the term you selected. Sensitive and private data exchange happens over a SSL secured communication channel and is encrypted and protected with digital signatures, and the Website and Services are also in compliance with PCI vulnerability standards in order to create as secure of an environment as possible for Users. Scans for malware are performed on a regular basis for additional security and protection. If, in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time. We also reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

Accuracy of information

Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or Services is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or Services has been modified or updated.

Links to other resources

Although the Website and Services may link to other resources (such as websites, mobile applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which you access through a link on the Website. Your linking to any other off-site resources is at your own risk.

Prohibited uses

In addition to other terms as set forth in the Agreement, you are prohibited from using the Website and Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website and Services, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Website and Services, third party products and services, or the Internet. We reserve the right to terminate your use of the Website and Services for violating any of the prohibited uses.

Intellectual property rights

“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. This Agreement does not transfer to you any intellectual property owned by Inverted AI Ltd or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Inverted AI Ltd. All trademarks, service marks, graphics and logos used in connection with the Website and Services, are trademarks or registered trademarks of Inverted AI Ltd or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Website and Services may be the trademarks of other third parties. Your use of the Website and Services grants you no right or license to reproduce or otherwise use any of Inverted AI Ltd or third party trademarks.

Disclaimer of warranty

You agree that such Service is provided on an “as is” and “as available” basis and that your use of the Website and Services is solely at your own risk. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service unless stated otherwise. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

Limitation of liability

To the fullest extent permitted by applicable law, in no event will Inverted AI Ltd, its affiliates, directors, officers, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of Inverted AI Ltd and its affiliates, officers, employees, agents, suppliers and licensors relating to the services will be limited to an amount no greater than one dollar or any amounts actually paid in cash by you to Inverted AI Ltd for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

Indemnification

You agree to indemnify and hold Inverted AI Ltd and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Website and Services or any willful misconduct on your part.

Severability

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

Dispute resolution

The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of British Columbia, Canada without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Canada. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in British Columbia, Canada, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Assignment

You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock or as part of a merger.

Changes and amendments

We reserve the right to modify this Agreement or its terms related to the Website and Services at any time at our discretion. When we do, we will revise the updated date at the bottom of this page. We may also provide notice to you in other ways at our discretion, such as through the contact information you have provided.

An updated version of this Agreement will be effective immediately upon the posting of the revised Agreement unless otherwise specified. Your continued use of the Website and Services after the effective date of the revised Agreement (or such other act specified at that time) will constitute your consent to those changes.

Acceptance of these terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the Website and Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the Website and Services.

Contacting us

If you have any questions, concerns, or complaints regarding this Agreement, we encourage you to contact us using the details below:

support@inverted.ai

This document was last updated on April 13, 2022

Inverted AI API - Terms Of Use

Last updated: 2023-11-01

These Inverted AI API Terms of Use (“Terms of Use”) governs Customer’s access to and use of Inverted AI’s Products. These Terms of Use together with any Order Forms and other Documentation, guidelines, or policies IAI may provide in writing (collectively the “Agreement”) form a binding legal agreement between Inverted AI Ltd. (“IAI”) and the Customer visiting, browsing, accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) Inverted AI’s Products. The term “Customer” refers to the individual, and any organization they may represent, agreeing to this Agreement. This Agreement is entered into on the earlier of the date Customer first uses any part of Inverted AI’s Products and the date Customer agrees to be bound by this Agreement (the “Effective Date”). Each of IAI and Customer will individually be referred to as a “Party” and jointly as the “Parties”. 

BY USING INVERTED AI’S PRODUCTS, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 13(M). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF INVERTED AI’S PRODUCTS. BY USING INVERTED AI’S PRODUCTS, CUSTOMER REPRESENTS AND WARRANTS TO IAI THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING INVERTED AI’S PRODUCTS ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO IAI THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

INVERTED AI’S PRODUCTS MAY NOT BE ACCESSED OR USED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

IAI’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING OR USING ANY OF INVERTED AI’S PRODUCTS, EXCEPT WITH IAI’S PRIOR WRITTEN CONSENT.

1. Inverted AI’s Products

1. Provisioning of Inverted AI’s Products. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, IAI will make Inverted AI’s Products available to Customer and IAI grants to Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable right during the applicable Service Term (defined below) to allow its Permitted Users to access and use Inverted AI’s Products in accordance with the Documentation, solely for Customer’s internal/business purposes. Inverted AI’s Products do not include any Third-Party Services.
2. Restrictions on Use. Customer will not, and shall not permit any other person (including but not limited to any Permitted Users) to, access or use Inverted AI’s Products except as expressly permitted by this Agreement. Without limiting the generality of the foregoing, Customer will not itself, and will not permit others (including but not limited to any Permitted Users) to:
1. sub-license, sell, rent, lend, lease or distribute Inverted AI’s Products or any Intellectual Property Rights therein, or otherwise make Inverted AI’s Products available to others;
2. use, copy, distribute, or make available Inverted AI’s Products to permit timesharing, service bureau use or commercially exploit Inverted AI’s Products;
3. use or access Inverted AI’s Products: (A) in violation of any applicable law or Intellectual Property Rights; (B) in a manner that threatens the security or functionality of Inverted AI’s Products; (C) for any High Risk Activities; (D) for engaging in any regulated profession, trade or services including providing any legal advice or financial advice; or (E) for any purpose or in any manner not expressly permitted in this Agreement;
4. use Inverted AI’s Products to circumvent the intended features, functionality or limitations of Inverted AI’s APIs;
5. use Inverted AI’s Products for personal, family or household purposes;
6. except as permitted through Inverted AI’s APIs, use any automated or programmatic method to extract data or output from Inverted AI’s Products, including scraping, web harvesting, or web data extraction;
7. represent that Output from Inverted AI’s Products was human generated when it is not;
8. buy, sell, or transfer API Keys without IAI’s prior consent;
9. use Inverted AI’s Products in a manner which, in the opinion of IAI would tend to bring IAI or any of its trademarks into public disrepute, contempt, scandal or ridicule, would adversely affect the reputation or goodwill of IAI or any of its the trademarks, or adversely affect the relationship between IAI and any of its licensors or other customers;
10. use Inverted AI’s Products to store or transmit material that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous, obscene, or otherwise objectionable or unlawful;
11. use Inverted AI’s Products to impersonate any person in violation of such person’s privacy or personality rights;
12. use Inverted AI’s Products to create, collect, transmit, store, use or process any Customer Data:
1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
2. for any High Risk Activities;
3. that Customer does not have the lawful right to create, collect, transmit, store, use or process; or
4. that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
13. Modify, reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of Inverted AI’s Products (except to the extent such restrictions are contrary to applicable law);
14. remove or obscure any proprietary notices or labels on Inverted AI’s Products, including brand, copyright, trademark and patent or patent pending notices;
15. access or use the Inverted AI’s Products or any Content that Customer receives through or from Inverted AI’s Products for the purpose of building a similar or competitive product or service; or
16. perform any vulnerability, penetration or similar testing of Inverted AI’s Products.
3. Suspension of Access; Scheduled Downtime; Modifications. IAI may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
1. suspend Customer’s access to or use of Inverted AI’s Products:
1. for scheduled maintenance;
2. due to a Force Majeure;
3. if Customer is delinquent in its payment of Fees under Section 8;
4. if IAI believes in good faith that Customer or any Permitted User has violated any provision of this Agreement;
5. to address any emergency security concerns; or
6. if required to do so by a regulatory body or as a result of a change in applicable law; and
2. make any Modifications to Inverted AI’s Products. Customer acknowledges and understands that these changes may require Customer to make changes to any of Customer’s products and services that Customer has integrated with Inverted AI’s APIs, at Customer’s own cost and expense.
4. Subcontracting. IAI may engage third parties, including cloud service providers, to provide Inverted AI’s Products without Customer’s consent and without prior notice to Customer.
5. Third-Party Services. Inverted AI’s Products may be integrated with or require the use of third party technology that is licensed under separate license terms, and not under this Agreement or other third party products that are owned by third parties (collectively “Third-Party Services”). Customer is responsible for separately obtaining or licensing such technology. Customer will accept and comply with the license terms applicable to Third-Party Services. If Customer does not agree to abide by the applicable license terms for any such Third-Party Services, then Customer will not install, access, or use such Third-Party Services. Any acquisition by Customer of such Third-Party Services, and any exchange of data between Customer and any such provider of Third-Party Services is solely between Customer and the applicable Third-Party Services provider. IAI does not warrant or support Third-Party Services or other third party products, offerings or services, whether or not they are designated by IAI as “certified” or otherwise. IAI cannot guarantee the continued availability of such Third-Party Services features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Services ceases to make the Third-Party Services available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to IAI. IAI is not responsible for any disclosure, Modification or deletion of Customer Data resulting from access by such Third-Party Services or its provider.
6. Free Trials. If Customer receives access to Inverted AI’s Products on a free or trial basis (“Free Trial”), its use of Inverted AI’s Products in connection with the Free Trial, and Customer’s use of any Inverted AI’s Products including any Content created in connection with such Free Trial, is permitted only for Customer’s internal evaluation during the period designated by IAI.  Free Trials are optional and either Party may terminate a Free Trial at any time for any reason. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IAI PROVIDES FREE TRIALS “AS IS” WITH NO WARRANTY, INDEMNITY OR SUPPORT.
7. Purchasing through Resellers. This Agreement specifies the terms and conditions under which Inverted AI’s Products will be provisioned by IAI to Customer, whether purchased directly through IAI or indirectly through a Reseller. Purchases through a Reseller will be placed through a separate agreement or ordering document between Customer and a Reseller (the “Reseller Agreement”) which shall address, as between Customer and Reseller, any terms and conditions relating to the quantity of Inverted AI’s Products purchased, fees, payment (including any applicable refunds), taxes, and renewals. The Reseller Agreement is between Customer and the Reseller and is not binding on IAI, and any disputes related to the Reseller Agreement shall be handled directly between Customer and the Reseller. In the event of any conflict between this Agreement and a Reseller Agreement, this Agreement shall govern as between IAI and Customer. Customer understands and agrees that certain Inverted AI’s Products purchased through a Reseller are subject to additional product specific terms that may be applicable if purchased by Customer.

2. Ownership; Reservation of Rights

1. Content and Customer Data. During the Term, Customer may provide input to Inverted AI’s Products (“Input”), and receive output generated and returned by Inverted AI’s Products based on the Input (“Output”). Input and Output are collectively “Content”. As between the Parties and to the extent permitted by applicable law, Customer will own all Input. Subject to Customer’s compliance with this Agreement, IAI hereby assigns to Customer all its right, title and interest in and to Output. Customer may use its Content for any purpose, including commercial purposes such as sale or publication, if Customer complies with this Agreement. Customer grants to IAI: (i) a nonexclusive, worldwide, royalty-free, irrevocable, transferable, sublicensable, and fully paid-up licence during the Term to access, collect, use, process, store, disclose, transmit, transfer, copy, Modify and display Customer Property solely to provide Inverted AI’s Products; and (ii) a nonexclusive, perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable, and fully paid-up licence to access, collect, use, process, store, disclose, transmit, transfer, copy, Modify and display Customer Property to: (A) improve and enhance Inverted AI’s Products and IAI’s other offerings; and (B) produce or generate data, information, or other materials about Customer’s and Permitted Users’ use of Inverted AI’s Products and administrative information provided by Customer, Permitted Users and other users (e.g., information provided in connection with use of Inverted AI’s Products) (such data, information and materials, the “Aggregated Data”). IAI may use, process, store, disclose, transmit, transfer and display the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. 
2. Inverted AI’s Property. IAI or its licensors retain all ownership and Intellectual Property Rights in and to: (i) Inverted AI’s Products; (ii) anything developed or delivered by or on behalf of IAI in accordance with the terms of this Agreement including any Aggregated Data and any metadata that is generated by Inverted AI’s Products; and (iii) any Modifications to the foregoing (collectively, “Inverted AI’s Property”). All rights not expressly granted by IAI to Customer under this Agreement are reserved.
3. Feedback. Customer grants to IAI and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Inverted AI’s Products, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to Inverted AI’s Products (“Feedback”). Nothing in this Agreement will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Permitted Users and without any obligation to the Customer or any Permitted User. IAI is not obligated to use any Feedback.

3. Inverted AI’s APIs

1. Use of Inverted AI’s APIs.
1. In order to use Inverted AI’s APIs, Customer must first sign up with IAI or its Resellers, agree to these Terms of Use, and receive an API key from IAI or a Reseller, if applicable (each, an “API Key”). Customer acknowledges that such API Keys are IAI’s Confidential Information (as defined below) and will not share Customer’s API Keys with any third party without IAI’s prior consent. In addition, IAI may revoke Customer’s API Keys any time without Customer’s consent.
2. Customer may incorporate Inverted AI’s APIs into Customer’s products and services and otherwise use Inverted AI’s APIs in connection with its internal business purposes, provided such incorporation and use are done in accordance and in compliance with this Agreement and the related Documentation.
3. Unless otherwise set out in an Order Form, the number of calls Customer makes to Inverted AI’s APIs during any given period may be limited, at IAI’s sole discretion, based on various factors that include the manner in which Customer makes calls to Inverted AI’s APIs and the anticipated volume of use associated with Customer.
4. IAI reserves the right to change Inverted AI’s APIs and related Documentation at any time and without notice. Customer acknowledges and understands that these changes may require Customer to make changes to Customer Applications at Customer’s own cost and expense.
5. Notwithstanding the foregoing, IAI retains the right, at IAI’s sole discretion, to suspend or revoke Customer’s or its Permitted Users’ access to the Inverted AI’s APIs, at any time and for any reason, including for: (A) violation of the terms of this Agreement, the Responsible Use Guidelines or any other responsible use guidelines IAI provides to Customer or are posted on the website; (B) Customer’s use of the Inverted AI’s APIs contrary to the related Documentation; (C) scheduled maintenance; or (D) any emergency security concerns.
2. Monitoring Usage of Inverted AI’s APIs.
1. Customer acknowledges and agrees that IAI may monitor Customer’s or its Permitted Users’ use of Inverted AI’s APIs and that Customer will not block or otherwise interfere with IAI’s monitoring.
2. At IAI’s request, Customer will provide IAI access to, and use of, Customer Application, at no cost to IAI, for the purpose of monitoring or reviewing Customer Applications for compliance with this Agreement.

4. Privacy

Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with IAI’s privacy policy located at https://inverted.ai/legal#privacy-policy (the “Privacy Policy”). IAI may, without Customer’s consent, revise its Privacy Policy from time to time, as is customary business practice in its field (e.g., to incorporate improvements in its solutions offerings or align its practices with changing regulatory requirements). 

1. Communications Over the Internet and Public Networks

Given the inherent nature of the internet and public networks, and without limiting the Privacy Policy referenced herein, IAI does not, and cannot, guarantee the security of data transmitted or the confidentiality of any communications made by Customer or any Permitted User over the Internet or public networks in connection with Customer’s use of Inverted AI’s Products.

1. User Account

1. If Customer has purchased its subscription to Inverted AI’s Products directly from IAI, then IAI will issue one account (the “Customer User Account”) to Customer for use by Customer and all Permitted Users which may be accessed by Customer or the applicable Permitted User through the IAI Products. Customer and its Permitted Users will manage and issue its API Keys through the Customer User Account.
2. If Customer has purchased its subscription to Inverted AI’s Products from a Reseller, then it is the Reseller’s responsibility to manage and issue to Customer and its Permitted Users their respective API Keys, which Reseller may issue through the IAI Products.
3. Customer Responsibilities.
1. Customer will promptly notify IAI of any actual or suspected unauthorized use of Inverted AI’s Products. IAI reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.; and
2. Customer shall solely be responsible for:
1. the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with Inverted AI’s Products, and the interoperation of any third party products or systems with which Customer uses Inverted AI’s Products;
2. providing, at its own expense, all network access to Inverted AI’s Products, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use Inverted AI’s Products;
3. properly configuring and using Inverted AI’s Products and taking its own steps to maintain appropriate security, protection and backup of its infrastructure (including without limitation any databases, servers, and any other protocol) which may include the use of encryption technology to protect such infrastructure from unauthorized access and routine archiving of such infrastructure;
4. using Inverted AI’s Products in accordance with this Agreement and applicable laws;
5. identifying and authenticating all Permitted Users and for ensuring only Permitted Users access and use Inverted AI’s Products; and
6. ensuring that Permitted Users comply with this Agreement and that none of the Permitted Users bring or maintain any Claim against IAI, its shareholders, employees, officers, directors, affiliates, agents, contractors, successors, and assigns in respect of any matter related to or in connection with the subject matter of this Agreement. Customer shall be liable for any breach by a Permitted User of this Agreement.

2. Support

Customer will generally have access to IAI’s technical support services in relation to Inverted AI’s APIs (“Support Services”) via email at support@inverted.ai from 9 a.m. to 5 p.m. (PST/PDT) each Monday to Friday, (excluding statutory and civic holidays observed in Vancouver, B.C.). IAI may provide other mechanisms for support to Customer in its sole discretion.

1. Fees and Payment

1. Fees. Customer will pay to IAI (or Reseller where applicable), the fees charged to Customer’s account, according to the prices and terms as set forth on IAI’s then-current applicable pricing page as may be amended from time to time in IAI’s discretion, or as otherwise agreed between Parties in writing including in any Order Form (the “Fees”).
2. Payment. Customer will provide current, complete and accurate billing information including a valid and authorized payment method. IAI may charge Customer’s payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. Customer must promptly update all information to keep Customer’s billing information current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and Customer must promptly notify IAI if Customer’s payment method is cancelled (e.g., for loss or theft). Customer authorizes IAI and its affiliates, Reseller (where applicable) and IAI’s third-party payment processor(s), to charge Customer’s payment method for the Fees. If Customer’s payment cannot be completed, IAI will provide Customer written notice and may suspend access to Inverted AI’s Products until payment is received. Fees are payable in United States dollars and are due upon invoice issuance. Payments are non-refundable except as provided in this Agreement.
3. Changes to the Fees. IAI (or Reseller where applicable) reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon prior notice to Customer (which may be sent by email).
4. Disputed Charges. If Customer believes IAI has charged Customer incorrectly, Customer must contact IAI (or Reseller where applicable) no later than forty-five (45) days after having been charged by IAI in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
5. Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. If Customer fails to make any payment when due, without limiting IAI’s other rights and remedies, IAI may: (i) charge interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid; and (ii) (A) suspend, in accordance with Section 1(d), Customer’s and all other Permitted Users’ access to any portion or all of Inverted AI’s Products until such amounts are paid in full; or (B) terminate the Agreement immediately on notice (which may be sent by electronic means to the account administrator through the Customer User Account), without incurring any obligation or liability to Customer or any other Person by reason of such suspension or termination.
6. Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes.  Customer will be responsible for and shall pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of IAI.
7. Suspension. Any suspension of Inverted AI’s APIs by IAI pursuant to the terms of this Agreement, including suspension of Inverted AI’s APIs pursuant to Section 1(d) or 8(c), will not excuse Customer from its obligation to make payments under this Agreement.
8. Payment Processor. Payment and collection of Fees may be enabled through and executed by a third-party payment processor. Transaction fees associated with the individual payment and collection of Fees or amounts under this Agreement are as outlined in the pricing plan provided to Customer. Customer may be required to agree to terms and conditions as required by such third-party payment processor from time to time. Prior to using Inverted AI’s Products and any components thereof, Customer must have all applicable such third-party payment processor’s terms and conditions in effect. By using Inverted AI’s Products or any component thereof, Customer acknowledges it must be in full compliance with the terms and conditions of such third-party payment processor and be in good standing with such third party payment processor.

2. Confidential Information

1. Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement.  Where Discloser is IAI, Confidential Information includes Inverted AI’s Property, any information concerning the business, affairs, operations, properties, assets (including, without limitation, technology and intellectual property), employees, customers, suppliers contracts, prospects, liabilities, research, processes or methods of operation proposed by IAI, its affiliates, and the investment that is made available to Customer, as well as any reproductions, summaries, analyses or extracts of such information.  Where Discloser is Customer, Confidential Information includes Customer Data and where Discloser is IAI, Confidential Information includes all of Inverted AI’s Property.  Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include: (i) information already known to Recipient prior to the Effective Date or that subsequently becomes known to Recipient from a third party that has no obligation to the Discloser to keep such information confidential; (ii) information that is publicly available prior to the Effective Date, or that subsequently becomes publicly available through no breach of this Agreement or wrongful act of Recipient; (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations; or (iv) information that Recipient can demonstrate (through written records) was independently developed by it or individuals employed or engaged by Recipient who did not participate in any meetings with the Discloser and who developed such without having had any access to, or the benefit of, Discloser’s Confidential Information.
2. Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its rights or perform its obligations under this Agreement:
1. disclose Confidential Information of the Discloser:
1. in the case the Customer to any person, except to its Permitted Users that have a “need to know” for the purposes of receiving or providing Inverted AI’s Products and that have entered into written agreements no less protective of such Confidential Information than this Agreement; or
2. in the case of IAI to IAI’s employees, independent contractors, advisors, consultants, agents and its affiliates, that have a “need to know” for the purposes of receiving or providing Inverted AI’s Products and that have entered into written agreements no less protective of such Confidential Information than this Agreement and to its subcontractors and contractors to perform Inverted AI’s Products or to its subcontractors for the purpose of providing Inverted AI’s Products;
2. use Confidential Information of the Discloser other than to exercise its rights or perform its obligations under this Agreement; or
3. alter or remove from any Confidential Information of the Discloser any proprietary legend.

Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

1. Exceptions to Confidentiality. Notwithstanding Section 9(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of IAI, to potential assignees, acquirers or successors of IAI if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of IAI.
2. Return or Destruction. Upon the termination or expiration of this Agreement and all Order Forms under this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed in Section 12(d)) of the other Party in its possession or control within a reasonable amount of time in accordance with the Recipient’s data destruction practices. Notwithstanding the foregoing, IAI may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Agreement.
3. Injunction and Other Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 9 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

1. Warranty; Disclaimer; Indemnity

1. Customer Warranty. Customer represents and warrants to, and covenants with IAI that: (i) Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case, as required by applicable laws including applicable privacy laws, to enable IAI to provide Inverted AI’s Products, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to IAI and to or from all applicable third parties; (ii) Customer shall implement reasonable and appropriate measures designed to help secure Customer’s and its Permitted Users’ access to and use of Inverted AI’s Products; (iii) Customer shall not use Inverted AI’s Products for personal, family or household purposes; (iv) Customer and its Permitted Users shall comply with all applicable laws; (v) Customer will not permit any Permitted User to access and use the Services from Russia, China, or any country: (A) subject to any embargo by the United States or Canada (collectively, the “Embargoed Countries”); or (B) on the U.S. Department of the Treasury’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”)and (vi) Customer shall comply with Section 13(e).
2. GENERAL DISCLAIMER. IAI DOES NOT WARRANT THAT INVERTED AI’S PRODUCTS OR ANY OTHER OF INVERTED AI’S PROPERTY WILL BE UNINTERRUPTED OR THAT SUCH OF INVERTED AI’S PROPERTY WILL BE ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF INVERTED AI’S PRODUCTS.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, INVERTED AI’S PRODUCTS OR ANY OTHER OF INVERTED AI’S PROPERTY (OR ANY PART THEREOF, INCLUDING INVERTED AI’S MODELS AND INVERTED AI’S SYNTHETIC DATA), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY IAI TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IAI HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, IAI EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY CONTENT OR OUTPUT PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF INVERTED AI’S PRODUCTS OR ANY OTHER OF INVERTED AI’S PROPERTY (OR ANY PART THEREOF, INCLUDING INVERTED AI’S MODELS OR INVERTED AI’S SYNTHETIC DATA) IS ACCURATE, OR CAN OR WILL BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

DOWNLOADING AND VIEWING OF INVERTED AI’S PRODUCTS IS DONE AT CUSTOMER’S OWN RISK. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, USE OF ANY OF INVERTED AI’S PROPERTY MAY IN SOME SITUATIONS RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. CUSTOMER SHALL EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT AND CONTENT. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND INVERTED AI’S PRODUCTS OR ANY OTHER OF INVERTED AI’S PROPERTY MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. OTHER CUSTOMERS MAY ALSO ASK SIMILAR QUESTIONS AND RECEIVE THE SAME RESPONSE. RESPONSES THAT ARE REQUESTED BY AND GENERATED FOR OTHER USERS ARE NOT CONSIDERED CUSTOMER’S CONTENT. WITHOUT LIMITING THE FOREGOING, CUSTOMER IS RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF ITS AND PERMITTED USERS’ COMPUTER SYSTEM AND ANY CUSTOMER PROPERTY. IAI DOES NOT GUARANTEE OR WARRANT THAT ANY COMPONENT OF INVERTED AI’S PRODUCTS OR ANY OTHER OF INVERTED AI’S PROPERTY IS COMPATIBLE WITH CUSTOMER’S COMPUTER SYSTEM OR THAT INVERTED AI’S PRODUCTS OR ANY LINKS FROM ANY COMPONENT OF INVERTED AI’S PRODUCTS, WILL BE FREE OF DISABLING DEVICES. IAI RESERVES THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR OR TO TAKE ANY ACTION REGARDING DISPUTES BETWEEN CUSTOMER AND ANY OTHER USER AND SHALL HAVE NO LIABILITY FOR CUSTOMER’S (OR ITS PERMITTED USERS’) INTERACTIONS OR ANY DISPUTES WITH OTHER USERS OR FOR ANY USER’S ACTION OR INACTION. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS CONDUCT ON INVERTED AI’S PRODUCTS AND ITS (OR ITS PERMITTED USERS’) INTERACTIONS WITH OTHER USERS.

1. Customer Indemnity. Customer will defend, indemnify and hold harmless IAI, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all Losses directly or indirectly arising from or in connection with any Claim regarding: (i) Customer Property; (ii) Customer’s breach of Section 1(b), Section 6(b), Section 10(a) or Section 13(e); (iii) Customer’s and Permitted Users’ use of Inverted AI’s Products, including Content, products or services Customer develops or offers in connection with Inverted AI’s Products; (iv) Customer’s breach or violation of applicable law; or (v) use of Inverted AI’s Products (or any part thereof) by Customer or any Permitted User in combination or integration with any third party software, application or service. Customer will fully cooperate with IAI in the defense of any Claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such Claim without the prior written consent of IAI. 
2. IAI Indemnity. IAI will defend, indemnify and hold harmless Customer, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all Losses directly or indirectly arising from or in connection with any Claim from a third party finally awarded by a court of competent jurisdiction that the access to or use by the Customer or any Permitted User of Inverted AI’s APIs as permitted pursuant to this Agreement, infringes, violates or misappropriates any Intellectual Property Rights of such third party in Canada. The obligations of IAI in this Section 10(d) will not apply to the extent that the Claim by the third party is: (A) based on the unauthorized use by the Customer (or any Permitted User) of Inverted AI’s APIs in a manner not permitted by this Agreement, if such Claim would not have arisen but for such unauthorized use by the Customer (or its Permitted Users); (B) based on Modifications to Inverted AI’s APIs made by a party other than IAI; or (C) based on Customer’s (or any Permitted User’s) use of Inverted AI’s APIs (or any part thereof) in combination or integration with any third party software, application or service, if such Claim would not have arisen but for such combination or integration. THIS SECTION 10(D) REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF IAI FOR THE INFRINGEMENT, VIOLATION, OR MISAPPROPRIATION OF THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY UNDER THIS AGREEMENT.
3. IP Remedy. If Inverted AI’s APIs is, or in IAI’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s use of any portion of Inverted AI’s APIs are enjoined or threatened to be enjoined, IAI may, at its option and sole cost and expense:
1. obtain the right for the Customer to continue to use the affected Inverted AI’s APIs materially as contemplated by this Agreement;
2. Modify or replace Inverted AI’s APIs, in whole or in part, to seek to make Inverted AI’s APIs (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Inverted AI’s APIs under this Agreement; or
3. if IAI determines that neither of the foregoing two options are reasonably available, by written notice to Customer, terminate this Agreement, require Customer to immediately cease all use of Inverted AI’s APIs or part or feature thereof and provide pro rata refund of any unused prepaid Fees for the terminated Inverted AI’s APIs, if applicable.

THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.

1. Indemnification Procedure. The indemnifying Party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (i) the indemnified Party promptly notifying the indemnifying Party in writing of any threatened or actual Claim or suit, provided, however, that failure to give prompt notice will not relieve the indemnifying Party of any liability hereunder (except to the extent the indemnifying Party has suffered actual material prejudice by such failure); (ii) the indemnifying Party having sole control of the defense or settlement of any Claim or suit (provided the indemnifying Party may not settle any claim without the indemnified Party’s written consent unless it unconditionally releases the indemnified Party of all liability); and (iii) the indemnified Party (at the indemnifying Party’s expense) reasonably cooperating with the indemnifying Party to facilitate the settlement or defense of any Claim or suit.

1. Limitation of Liabilities

1. LIMITATION OF LIABILITY. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF IAI, ITS AFFILIATES AND LICENSORS IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO IAI OR TO ANY RESELLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.  IN NO EVENT WILL IAI’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
2. EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL IAI, ITS AFFILIATES AND LICENSORS BE LIABLE TO CUSTOMER, ANY PERMITTED USER OR ANY PERSON FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

2. Term and Termination

1. Term and Service Term. The term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms have expired or have otherwise been terminated (the “Term”).  Subscription to Inverted AI’s Products commence on the subscription start date and are for the Service Term as set forth in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions to Inverted AI’s Products will automatically renew for additional terms equal to the expiring Service Term, unless or until either Party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Service Term.
2. Termination for Convenience. Customer may terminate this Agreement at any time for any reason by discontinuing the use of Inverted AI’s Products.  IAI may terminate this Agreement for any reason by providing Customer prior advance notice. Provided that upon any termination by a Party pursuant to this Section 12(b), if Customer has not already paid all applicable Fees for the Inverted AI’s Products provided up to the effective date of termination, then any such Fees that are outstanding will become immediately due and payable. Without limiting the foregoing, upon any termination by IAI pursuant to this Section 12(b), IAI will refund to Customer any pre-paid and unused Fees.
3. Termination for Cause. Either Party may, in addition to other relief, terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (ii) 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. Notwithstanding the foregoing, IAI may terminate this Agreement immediately upon notice to Customer: (A) if Customer breaches Sections 1(b) or Section 13(e) or as otherwise permitted in this Agreement; (B) if there are changes in relationships with Third-Party Services providers outside of IAI’s control; (C) to comply with applicable law or government requests; or (D) if Customer has purchased its subscription to Inverted AI’s Products from a Reseller and either the Customer’s Reseller Agreement has expired or terminated; or IAI’s agreement with the applicable Reseller has expired or terminated.
4. Effect of Termination. Upon expiration or earlier termination of this Agreement:
1. Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using Inverted AI’s Products. Within ninety (90) calendar days following termination, IAI will, at Customer’s request, delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by IAI to provide Inverted AI’s Products. Notwithstanding the foregoing, IAI will have no obligation to delete or otherwise render inaccessible any Customer Data, where not permissible by applicable law applicable to IAI;
2. all Order Forms will terminate;
3. all Fees due and payable, any amounts due to IAI are immediately due and are to be immediately paid by Customer to IAI; and
4. other than as otherwise provided for in this Agreement, no expiration or termination will affect or relieve Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle the Customer to any refund.
5. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 2 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 8 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Warranty; Disclaimer; Indemnity), Section 11 (Limitation of Liabilities), Section 12(e) (Survival), and Section 13 (General Provisions).

3. General Provisions

1. Notices.  Notices sent to either Party will be effective when delivered in writing and in person or by email (the day of sending by email), one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given.  Notices must be sent: (i) if to IAI, to the following address:

Inverted AI Ltd., 1022-470 Granville St, Vancouver, BC, V6C 1V4
Email: support@inverted.ai

and (ii) if to Customer, to the current postal or email address that IAI has on file with respect to Customer. IAI may change its contact information by posting the new contact information on IAI’s website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with IAI current at all times during the Term.

1. Publicity. Notwithstanding any other term of this Agreement, IAI may refer to Customer as a customer of IAI in announcements, press or marketing releases, publications, presentations, case studies and other public statements and on IAI’s website and other online channels (collectively, “Publicity”), without notice to or prior written consent of Customer. IAI may use Customer’s name, logo and trademark in conjunction with any Publicity and disclose the existence of this Agreement and any testimonials received from Customer in any such Publicity.  Customer grants IAI a limited, perpetual, fully paid-up, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use its logo and trademarks in connection with any Publicity.
2. Assignment. Customer will not assign this Agreement to any third party without IAI’s prior written consent. IAI may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any purported assignment or delegation by a Party in violation of this Section will be null and void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
3. Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles.  The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent IAI from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
4. Export Restrictions. Inverted AI’s Products may not be used in or for the benefit of, exported, or re-exported (i) into any Embargoed Countries or (ii) to anyone on the Restricted Party Lists. Without liming the foregoing, Customer shall not directly or indirectly export, re-export or import all or any portion of Inverted AI’s Products without first obtaining all required licenses, permits and permissions. IAI makes no representation or warranty that Inverted AI’s Products may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
5. Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
6. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”).
7. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
8. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
9. Independent Contractors. IAI’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other.  Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
10. Entire Agreement. This Agreement (including all Order Forms), constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. Any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to Inverted AI’s Products; (ii) do not override or form a part of this Agreement (including without limitation any Order Form); and (iii) are void.
11. Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (i) these Terms of Use; (ii) the applicable Order Form; and (iii) the Documentation.
12. AMENDMENTS. IAI MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART FROM TIME TO TIME (EACH, AN “AMENDMENT”), BY GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY IAI, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON IAI’S WEBSITE (WHICHEVER IS THE EARLIER).  CUSTOMER’S CONTINUED USE OF INVERTED AI’S PRODUCTS AFTER ANY CHANGE MEANS CUSTOMER AGREES TO SUCH CHANGE.
13. English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des Parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

1. Definitions

Unless the context requires otherwise, capitalized terms used in this Agreement have the meaning ascribed to them in this Section 14:

1. “Aggregated Data” has the meaning in Section 2(a).
2. “Agreement” has the meaning in the preamble.
3. “Amendment” has the meaning in Section 13(m).
4. “API Key” has the meaning in Section 3(a)(i).
5. “Claim” means any actual, threatened, or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding, or any other claim or demand.
6. “Confidential Information” has the meaning in Section 9.
7. “Content” has the meaning in Section 2(a).
8. “Customer Application” means any Customer’s application that interfaces with Inverted AI’s APIs.
9. “Customer Data” means other than Aggregated Data, any data, information, content, records, and files, including Personal Information, that Customer (or any of its Permitted Users) loads, makes available to and is accessed by, transmits to or enters into Inverted AI’s Products, including Input.
10. “Customer Property” means Content, Customer Applications and Customer Data. The term “Customer Property” does not include any of Inverted AI’s Property including any of Inverted AI’s Models.
11. “Customer User Account” has the meaning in Section 6(a).
12. “Discloser” has the meaning in Section 9.
13. “Documentation” means IAI’s user guides and other end user documentation for the applicable Services available on the online help feature of Inverted AI’s Products, as may be updated by IAI from time to time.
14. “Embargoed Countries” has the meaning in Section 10(a).
15. “Feedback” has the meaning in Section 2(c).
16. “Fees” has the meaning in Section 8(a).
17. “Force Majeure” has the meaning in Section 13(g).
18. “Free Trial” has the meaning in Section 1(f).
19. “High Risk Activities” means activities that have a: (i) high risk of physical harm or death, serious personal injury, or severe environmental or property damage; (ii) high risk of economic harm; or (iii) high risk government decision making.
20. “Input” has the meaning in Section 2(a).
21. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
22. “Inverted AI’s APIs” means IAI’s proprietary application programming interface and any related Documentation all of which are designed to facilitate Customer’s access to and use of Inverted AI’s Models.
23. “Inverted AI’s Models” means IAI’s proprietary predictive models to control non-player characters (NPCs) or create human behavioral models.
24. “Inverted AI’s Products” means Inverted AI’s services and platform, including Inverted AI’s APIs, Inverted AI’s Models, Inverted AI’s Synthetic Data, the Documentation, and IAI’s other software, tools, developer services, data, and websites, but excluding any Third-Party Services.
25. “Inverted AI’s Property” has the meaning in Section 2(b).
26. “Inverted AI’s Synthetic Data” means IAI’s data generated from simulation and used to train or fine tune Inverted AI’s Models.
27. “Losses” means any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), costs, and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants, and other experts and professionals, or other reasonable fees and expenses of litigation or other proceedings or of any Claim, default, or assessment).
28. “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
29. “Order Form” means any ordering document, online registration, order description or order confirmation referencing this Agreement including any product specific terms, supplements, or addenda thereto (provided directly by IAI or indirectly by a Reseller in connection with a Reseller Agreement).
30. “Output” has the meaning in Section 2(a).
31. “Party” has the meaning in the preamble.
32. “Permitted User” means those employees and independent contractors of Customer authorized by Customer on Customer’s behalf to access and use Inverted AI’s Products.
33. “Personal Information” means information of an identifiable individual.
34. “Privacy Policy” has the meaning in Section 4.
35. “Recipient” has the meaning in Section 9.
36. “Reseller” means authorized reseller, distributor or other partner of IAI.
37. “Reseller Agreement” has the meaning in Section 1(g).
38. “Restricted Party Lists” has the meaning in Section 10(a).
39. “Service Term” means the term of each subscription to Inverted AI’s Products as specified in the applicable Order Form.
40. “Support Services” has the meaning in Section 7.
41. “Term” has the meaning in Section 12(a).