Terms of Service

THESE TERMS OF SERVICE (the "Agreement") GOVERN YOUR RECEIPT, ACCESS TO, AND USE OF THE SERVICES PROVIDED BY iMARIO AI, INC. ("iMario"). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE OR PAID ACCESS PLAN FOR THE SERVICE VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("Customer"); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF THE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:

1. The Service

1.1 Service Description

iMario owns and provides a cloud-based artificial intelligence service offering synthetic user research, market research automation, and AI-powered interview moderation (the "Service"). Anything the Customer (including Users) configures, customizes, uploads, or otherwise utilizes through the Service is considered a "User Submission." Customer is solely responsible for all User Submissions it contributes to the Service. Additional terms regarding User Submissions, including ownership, are in Section 9.2 below. The Service may include templates, scripts, documentation, and other materials that assist Customer in using the Service ("iMario Content"). Customers will not receive or have access to the underlying code or software of the Service (collectively, the "Software") nor receive a copy of the Software itself.

1.2 Customer's Subscription

Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through iMario's website or service portal that reference this Agreement and describe the business terms related to Customer's subscription ("Order(s)"). All subscriptions are for the period described in the applicable Order ("Subscription Period"). Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for Customer's own internal business purposes, not for the benefit of any third party ("Users").

1.3 iMario's Ownership

iMario owns the Service, Software, iMario Content, Documentation, and anything else provided by iMario to the Customer (collectively, the "iMario Materials"). iMario retains all rights, title, and interest (including all intellectual property rights) in and to the iMario Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by iMario.

1.4 Permissions

The Service includes customizable settings allowing Users to grant permissions to other Users to perform various tasks within the Service ("Permissions"). It is solely the Customer's responsibility to set and manage all Permissions, including determining which Users can set such Permissions. Accordingly, iMario has no responsibility for managing Permissions and no liability for Permissions set by the Customer and its Users. The Customer may provide access to the Service to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. The Customer represents and warrants it is fully responsible for any breaches of this Agreement by its Affiliates and has the authority to negotiate this Agreement on behalf of its Affiliates. The Customer is also responsible for all payment obligations under this Agreement, regardless of whether the use of the Service is by the Customer or its Affiliates. Any claim by an Affiliate against iMario must be brought by the Customer, not the Affiliate. An "Affiliate" of a party means any entity directly or indirectly controlling, controlled by, or under common control with that party, where "control" means the ownership of more than fifty percent (50%) of the voting shares or other equity interests.

2. Restrictions

2.1 Customer's Responsibilities

The Customer is responsible for all activity on its account and those of its Users, except where such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure its Users are aware of and comply with the obligations and restrictions in this Agreement, bearing responsibility for any breaches by a User.

2.2 Use Restrictions

The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove proprietary notices from the Service; (e) use the Service in violation of laws or regulations; (f) attempt unauthorized access to or disrupt the Service; (g) use the Service to support products competitive to iMario; (h) test the Service's vulnerability without authorization. If the Customer's use of the Service significantly harms iMario or the Service's security or integrity, iMario may suspend access to the Service, taking reasonable steps to notify the Customer and resolve the issue promptly.

2.3 API Access Restrictions

iMario may provide access to APIs as part of the Service. iMario reserves the right to set and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. iMario may also suspend or terminate API access at any time.

3. Third-Party Services

The Service may interface with third-party products, services, or applications that are not owned or controlled by iMario ("Third-Party Services"). Customers have the discretion to utilize these Third-Party Services in conjunction with our Service. Should the integration of the Service with any Third-Party Service require, customers will be responsible for providing their login information to iMario solely for the purpose of enabling iMario to deliver its Service. Customers affirm that they have the authority to provide such information without violating any terms and conditions governing their use of the Third-Party Services.

iMario does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not cover the use of Third-Party Services, and they may need to enter into separate agreements with the providers of these services. iMario expressly disclaims all representations and warranties concerning Third-Party Services. Customers must direct any warranty claims or other disputes directly to the providers of the Third-Party Services. The use of Third-Party Services is at the customer's own risk. iMario shall not be liable for any issues arising from the use or inability to use Third-Party Services.

4. Financial Terms

4.1 Fees

Customers are required to pay for access to and use of the Service as detailed in the applicable order ("Fees"). All Fees will be charged in the currency stated in the order or, if no currency is specified, in U.S. dollars. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable. iMario reserves the right to modify its Fees or introduce new fees at its discretion. Customers have the option not to renew their subscription if they disagree with any revised fees.

4.2 Payment

iMario, either directly or through its third-party payment processor ("Payment Processor"), will bill the customer for the Fees using the credit card or ACH payment information provided by the customer. iMario reserves the right to charge the customer's credit card or ACH payment method for any services provided under the order, including recurring Fees. It is the customer's responsibility to ensure that iMario has current and accurate credit card or ACH payment information. Failure to provide accurate information may lead to a suspension of access to the Services. iMario also reserves the right to offset any Fees owed by the customer.

If the customer pays through a Payment Processor, such transactions will be subject to the Payment Processor's terms, conditions, and privacy policies, in addition to this Agreement. iMario is not responsible for errors or omissions by the Payment Processor. iMario reserves the right to correct any errors made by the Payment Processor, even if payment has already been requested or received. If the customer authorizes, through accepting an order, recurring charges will be automatically applied to the customer's payment method without further authorization until the customer terminates this Agreement or updates their payment method.

4.3 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, "Taxes"). Customers are responsible for paying all Taxes associated with their purchases. If iMario is obligated to pay or collect Taxes for which the customer is responsible, iMario will invoice the customer for such Taxes unless the customer provides iMario with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.4 Credit System

The Service operates on a credit-based system. Each subscription plan includes a monthly allocation of credits that can be used to access various features of the Service. Credits are non-transferable and expire at the end of each billing cycle unless otherwise specified. Unused credits do not roll over to the next billing period. Additional credits may be purchased separately as needed.

5. Term and Termination

5.1 Term

This Agreement commences when the Customer accepts it and continues until terminated by either party as provided herein. Each subscription term begins on the date specified in the applicable Order and continues for the Subscription Period stated therein, unless terminated earlier in accordance with this Agreement.

5.2 Termination

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. iMario may also terminate or suspend the Customer's access to the Service immediately if the Customer violates Section 2 (Restrictions) or if iMario reasonably believes that continued provision of the Service would violate applicable law.

5.3 Effect of Termination

Upon termination of this Agreement: (a) all rights granted to the Customer under this Agreement will immediately cease; (b) the Customer must immediately stop using the Service; (c) iMario will make Customer Data available for export for a period of thirty (30) days, after which iMario may delete such data; and (d) each party will return or destroy all Confidential Information of the other party in its possession. Sections that by their nature should survive termination will survive, including Sections 1.3 (iMario's Ownership), 6 (Warranties and Disclaimers), 7 (Limitation of Liability), 8 (Indemnification), 9 (Confidentiality and Data), and 10 (General Terms).

6. Warranties and Disclaimers

6.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) its performance under this Agreement will not violate any agreement with a third party.

6.2 Service Warranty

iMario warrants that the Service will perform materially in accordance with the applicable documentation under normal use. The Customer must report any breach of this warranty to iMario within thirty (30) days of discovery. iMario's sole obligation, and Customer's exclusive remedy, for breach of this warranty is for iMario to use commercially reasonable efforts to correct the reported non-conformity, or if iMario cannot substantially correct the non-conformity in a commercially reasonable manner, either party may terminate the applicable Order and Customer will receive a pro-rata refund of prepaid Fees for the terminated portion of the Subscription Period.

6.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, THE SERVICE AND ALL IMARIO MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." IMARIO SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IMARIO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

THE SERVICE USES ARTIFICIAL INTELLIGENCE AND SYNTHETIC USER TECHNOLOGY. WHILE IMARIO STRIVES FOR ACCURACY AND REALISM, IMARIO MAKES NO GUARANTEES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY RESEARCH RESULTS, SYNTHETIC USER RESPONSES, OR INSIGHTS GENERATED BY THE SERVICE. CUSTOMERS SHOULD USE THEIR OWN JUDGMENT AND VERIFICATION PROCESSES WHEN MAKING BUSINESS DECISIONS BASED ON SERVICE OUTPUTS.

7. Limitation of Liability

7.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER IMARIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

7.3 Exceptions

The limitations in this Section 7 do not apply to: (a) either party's indemnification obligations under Section 8; (b) either party's breach of Section 9 (Confidentiality and Data); or (c) the Customer's payment obligations.

8. Indemnification

8.1 iMario Indemnification

iMario will defend the Customer against any claim brought by a third party alleging that the Service, when used as authorized under this Agreement, infringes or misappropriates such third party's intellectual property rights, and will indemnify and hold harmless the Customer from and against any damages and costs awarded against the Customer or agreed in settlement by iMario (including reasonable attorneys' fees) resulting from such claim.

8.2 Customer Indemnification

The Customer will defend iMario against any claim brought by a third party arising from: (a) User Submissions or Customer Data; (b) the Customer's use of the Service in violation of this Agreement; or (c) the Customer's violation of applicable laws or third-party rights. The Customer will indemnify and hold harmless iMario from and against any damages and costs awarded against iMario or agreed in settlement by the Customer (including reasonable attorneys' fees) resulting from such claim.

8.3 Indemnification Procedures

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation in the defense at the indemnifying party's expense. The indemnifying party may not settle any claim that admits liability on behalf of the indemnified party or imposes obligations on the indemnified party without the indemnified party's prior written consent.

9. Confidentiality and Data

9.1 Definition

Each party (the "Receiving Party") recognizes that the other party (the "Disclosing Party") may share business, technical, or financial information pertaining to the Disclosing Party's operations that, due to the nature of the information and the context of disclosure, is reasonably considered confidential ("Confidential Information"). For iMario, Confidential Information includes non-public details about features, functionality, and performance of the Service. For Customers, Confidential Information comprises User Information and User Submissions. This Agreement, along with all related Orders, is considered Confidential Information of both parties.

However, Confidential Information does not include information that: (a) becomes publicly available without breaching any duty to the Disclosing Party; (b) was known to the Receiving Party before disclosure by the Disclosing Party without breaching any duty; (c) is received from a third party without breaching any duty; or (d) was independently developed by the Receiving Party without using the Disclosing Party's Confidential Information.

9.2 Protection and Use of Confidential Information

The Receiving Party must: (a) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses for its own similar information, but no less than a reasonable level of care; (b) restrict access to Confidential Information to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors ("Representatives") who need this information in relation to this Agreement and who are bound by confidentiality obligations similar to those in this Agreement; (c) not disclose any Confidential Information to third parties without prior written consent from the Disclosing Party, except as expressly stated herein; and (d) use the Confidential Information solely to fulfill obligations under this Agreement.

9.3 Compelled Access or Disclosure

If required by law, the Receiving Party may access or disclose the Disclosing Party's Confidential Information, provided that it notifies the Disclosing Party in advance (when legally permissible) and offers reasonable help, at the Disclosing Party's expense, if the Disclosing Party wants to contest the disclosure.

9.4 User Information

Customers and their Users must provide information like names, email addresses, usernames, IP addresses, browsers, and operating systems ("User Information") to access the Service. Customers authorize iMario and its subcontractors to store, process, and retrieve User Information as part of the Service usage. Customers guarantee they have the necessary rights to provide User Information to iMario for processing as described in this Agreement. Customers are liable for their User Information and any unauthorized use of their credentials.

9.5 User Submissions

Customers grant iMario a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely to provide the Service. Beyond the rights granted here, Customers retain all rights to User Submissions, with no implied licenses under this Agreement.

9.6 Service Data

iMario collects data on Service performance and operation ("Service Data") as Customers use the Service. Provided Service Data is aggregated and anonymized, without disclosing any personal information, iMario can use this data freely. iMario owns all rights to Service Data, but will not identify Customers or Users as its source.

9.7 Data Protection

iMario maintains reasonable security practices to protect Customer Data, including User Submissions and User Information. Nonetheless, Customers are responsible for securing their systems and data. iMario processes all Customer Data in accordance with its Privacy Policy and applicable data protection laws.

9.8 Feedback

Customers may occasionally offer feedback on the Service ("Feedback"). iMario may choose to incorporate this Feedback into its services. Customers grant iMario a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose, modify, create derivative works from, distribute, display, and exploit any Feedback as iMario sees fit, without any obligation or restriction, except for not identifying the Customer as the source of Feedback.

10. General Terms

10.1 Publicity

With prior written consent from the Customer, iMario is allowed to identify the Customer and use and display the Customer's name, logo, trademarks, or service marks on iMario's website and in iMario's marketing materials. This will help in demonstrating the clientele and user base of iMario without compromising any confidential information or privacy rights of the Customer.

10.2 Force Majeure

iMario shall not be liable for any failure or delay in performing its obligations hereunder caused by events beyond its reasonable control, including but not limited to failures of third-party hosting or utility providers, strikes (excluding those involving iMario's employees), riots, fires, natural disasters, wars, terrorism, or government actions. These circumstances provide a shield for iMario against unforeseen events that prevent it from fulfilling its service obligations.

10.3 Changes

iMario acknowledges that its service is an evolving, subscription-based product. To enhance customer experience, iMario reserves the right to make modifications to the Service. However, iMario commits to not materially reducing the core functionality provided to Customers. Furthermore, iMario may modify the terms of this Agreement unilaterally, provided that Customers are notified at least thirty (30) days before such changes take effect, with changes posted prominently, for example, on the iMario website terms page.

10.4 Relationship of the Parties

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between iMario and the Customer. Both parties are independent contractors, maintaining their respective operations and autonomy while cooperating under the terms laid out in this Agreement.

10.5 No Third-Party Beneficiaries

This Agreement is strictly between iMario and the Customer. It is not intended to benefit any third party, nor shall any third party have the right to enforce any of its terms, directly or indirectly. This clause clarifies the intended scope of the Agreement, limiting obligations and benefits to the parties involved.

10.6 Email Communications

Notices under this Agreement will be communicated via email, although iMario may choose to provide notices through the Service instead. Notices to iMario must be directed to [email protected], while notices to Customers will be sent to the email addresses provided by them through the Service. Notices are considered delivered the next business day after emailing or the same day if provided through the Service.

10.7 Amendment and Waivers

No modifications to this Agreement will be effective unless in writing and signed or acknowledged by authorized representatives of both parties. Neither party's delay or failure to exercise any right under this Agreement will be deemed a waiver of that right. Waivers must also be in writing and signed by the party granting the waiver.

10.8 Severability

Should any provision of this Agreement be found unlawful or unenforceable by a court, it will be modified to the minimum extent necessary to make it lawful or enforceable, while the remaining provisions continue in full effect. This clause ensures the Agreement remains operational even if parts of it are modified or removed.

10.9 Assignment

Neither party may assign or delegate their rights or obligations under this Agreement without the other party's prior written consent, except that iMario may do so without consent in cases of mergers, acquisitions, corporate reorganizations, or sales of substantially all assets. Any unauthorized assignment will be void. This Agreement binds and benefits the parties, their successors, and permitted assigns.

10.10 Governing Law and Venue

This Agreement will be governed by the laws of the Republic of Singapore, excluding its conflict of laws principles. Disputes arising under this Agreement will be resolved in the courts of Singapore, to which both parties consent to jurisdiction and venue. The prevailing party in any enforcement action is entitled to recover its reasonable costs and attorney fees.

10.11 Entire Agreement

This Agreement, including any referenced documents and Orders, constitutes the full agreement between iMario and the Customer, superseding all prior discussions, agreements, and understandings of any nature. This ensures clarity and completeness in the mutual expectations and obligations of the parties involved.

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Contact Us

If you have any questions about these Terms of Service, please contact us:

iMario AI, Inc.
Email: [email protected]