Terms of Use | ConcertAI

Last Update: July 2, 2020

These Terms of Use apply to the Sites of ConcertAI LLC (“ConcertAI,” “we,” “us,” or “our”). Our “Sites” include our website located at http://www.concertai.com and any communications you receive from us through our website. The Sites also include any other ConcertAI website on these Terms of Use are posted or referenced.

When you access or use our Sites, these Terms of Use form a binding agreement (“Agreement”) between ConcertAI and you, or if you represent an entity or organization, that entity or organization (in either case “you” or “your”) regarding your use of the Sites and the information, content, or materials you access through the Sites (“Materials”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITES. ALL USE OF THE SITES IS SUBJECT TO YOUR COMPLIANCE WITH THIS AGREEMENT. BY ACCESSING OR USING THE SITES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. If you do not agree to be bound by the agreement, you may not use thESE SiteS.

BY ENTERING INTO THIS AGREEMENT, YOU MAY BE WAIVING CERTAIN RIGHTS. In particular, this agreement contains an arbitration Provision, which limits your rights to bring an action in court and have disputes decided by a judge or jury, and other provisions that limit our liability to you.

Eligibility

You may access and use the Site and Materials only if you can form a binding contract with ConcertAI, and only in compliance with this Agreement and all laws, rules and regulations applicable to your use of the Site and Materials. The Site and Materials are not directed to or intended for access by anyone under the age of 13. The Site is not available to anyone who has been previously removed from the Site by ConcertAI.

PRIVACY POLICY

Please review ConcertAI’s Privacy Policy. While the Privacy Policy is not part of this Agreement, it describes our practices related to the collection, use, and disclosure of your information through the Sites.

UPDATES TO TERMS; RIGHT TO UPDATE OR TERMINATE ACCESS

We may update or change this Agreement from time to time, so we encourage you to periodically review this Agreement. We will post any change to this Agreement on the Sites. Your continued use of the Sites following posting of any changes to this Agreement signifies that you agree with the terms and conditions of this Agreement. If you do not agree to any updates or changes to this Agreement, you may not use the Sites.

SCOPE OF USE

All use of the Sites and Materials is for your own personal, internal use, for informational purposes only. Provided that you comply with this Agreement, we invite you to access the Sites and Materials to (1) view publications, news and press releases; (2) learn more about our products and services; and (3) request demos of our products and services. You may not modify or change any Materials. You will not otherwise use the Site or Materials other than as expressly permitted in the preceding sentence.

OWNERSHIP, TECHNOLOGY AND RESTRICTIONS

ConcertAI and its licensors retain all right, title, and interest, including all intellectual property and other proprietary rights, in and to the Sites and all Materials, including any additions, improvements, updates, and modifications thereto. You receive no ownership interest or other rights (other than the rights specified in the “Scope of Use” section above) in or to the Sites or Materials.

The Sites and Materials, and the databases, software, hardware and other technology used by or on behalf of ConcertAI to operate the Sites, and the structure, organization, and underlying data, information and software code thereof (“Technology”), may constitute valuable trade secrets of ConcertAI and are protected by all applicable laws and international treaties. You will not, and will not permit any third party to: (1) access or attempt to access the Site, Materials, or Technology except as expressly provided in this Agreement; (2) use the Site, Materials, or Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Site or Technology; (3) use automated scripts to collect information from or otherwise interact with the Site or Technology; (4) alter, modify, reproduce, create derivative works of the Site, Materials, or Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Site or Materials or otherwise make the Site or Materials available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site, Materials, or Technology; (8) monitor the availability, performance, or functionality of the Site, Materials, or Technology; (9) interfere with the operation or hosting of the Site, Materials, or Technology; (10) copy or attempt to copy, in whole or in part, any part of the Site, Materials, or Technology; or (11) alter, obscure or remove any copyright notice, copyright management information, or proprietary legend contained in or on the Site, Materials, or Technology.

TRADEMARKS

The “ConcertAI Marks” means all trademarks and service marks (including words, symbols, logos, designs, and other designations) used by ConcertAI in connection with its goods and services. All ConcertAI Marks are the exclusive property of ConcertAI. ConcertAI utilizes multiple ConcertAI Marks that may appear on the Sites or Materials. This Agreement does not authorize you to use any ConcertAI Mark. Any such use is expressly prohibited.

PUBLICATIONS, NEWS AND PRESS RELEASES

The Materials may include publications, news and press releases relating to ConcertAI and its products and services. While this information is believed to be accurate as of the date it was prepared, ConcertAI disclaims any duty or obligation related to the accuracy of any Materials.

LINKS TO THIRD PARTY WEBSITES

The Sites may include links to websites owned by third parties. All links are provided solely as a convenience. ConcertAI does not endorse any linked websites (or any other third party websites), or the information, materials, products or services that are contained in or accessible through those sites. Linked and third party websites have their own terms and conditions, separate from his Agreement and ConcertAI is not responsible for any linked or other third party websites or your access to or use of those websites.

Access to any linked or other third party websites is solely at your own risk. You hereby waive any and all claims against ConcertAI with respect to any linked or other third party websites.

YOUR CONDUCT

You will not post to the Site or send us any content, materials, or information that in our sole discretion (1) is libelous, defamatory, tortious, obscene, pornographic, threatening, abusive, harassing, invasive of another’s privacy or publicity rights, hateful, objectionable, harmful to minors, or discriminatory on any grounds; or (2) otherwise constitutes or encourages a criminal offense, violates the rights of another person or entity, or violates any law. We also reserve the right to provide anything you provide to us to law enforcement officials.

You will not impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity.

You will not send us any spam, junk mail, chain letters, pyramid schemes, or the like.

Unless you have obtained our prior written approval, you will not send us any solicitations, advertising, or promotional materials, including materials that solicit membership in any commercial online service or other organization.

You will not send us any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or telecommunications equipment.

You will not send us any personal information of third parties who have not given you permission to send us their personal information.

You agree to comply with all laws, rules and regulations applicable to your use of the Sites.

YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that: (1) you have the legal right and authority to enter into this Agreement, either for yourself or the entity you represent; (2) this Agreement forms a binding legal obligation on either yourself or the entity you represent; and (3) you have the legal right and authority to perform your obligations under this Agreement.

You represent and warrant that your use of and access to the Sites and the Materials will comply with all applicable laws, rules, or regulations and will not cause ConcertAI itself or any other third party to violate any applicable laws. ConcertAI is not responsible for notifying you of any such laws, enabling your compliance with any such laws, or for your failure to comply.

WARRANTY DISCLAIMER

THE SITES AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CONCERTAI DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE SITES, MATERIALS, THE PRODUCTS AND SERVICES ADVERTISED ON THE SITE, OTHER DATA, INFORMATION OR THIRD-PARTY WEBSITES THAT MAY BE PROVIDED THROUGH THE SITES, OR ANYTHING ELSE PROVIDED BY OR ON BEHALF OF CONCERTAI THROUGH THE SITES.

CONCERTAI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SITES, MATERIALS, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CONCERTAI OR ITS AFFILIATES, EMPLOYEES OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.

CONCERTAI MAKES NO WARRANTY THAT THE SITES OR MATERIALS (A) WILL MEET YOUR REQUIREMENTS OR (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ANY PERMITTED USES OF MATERIALS OTHER THAN VIEWING ARE DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SUCH OTHER PERMITTED USES.

THE SITES AND MATERIALS DO NOT OFFER OR PROVIDE YOU WITH ANY MEDICAL ADVICE, DIAGNOSIS OR TREATMENT, AND CONCERTAI MAKES NO WARRANTy REGARDING THE SAME. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on A SITE. If you think you may have a medical emergency, call your doctor, go to the emergency department, or call 911 immediately. Reliance on any information provided IN THE SITES OR MATERIALS is solely at your own risk.

LIMITATION OF LIABILITY

CONCERTAI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS TO OR USE OF THE SITE OR MATERIALS, EVEN IF CONCERTAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF OR ALTERATION TO COMMUNICATIONS CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION; BUSINESS INTERRUPTION; OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES. CONCERTAI’S TOTAL CUMULATIVE LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT, AND THE SITE AND ANY MATERIALS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10. YOU AGREE THAT CONCERTAI WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, CONCERTAI’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

INDEMNIFICATION

You will indemnify, defend, and hold harmless ConcertAI, its affiliates and customers, and their respective officers, directors, members, managers, shareholders, employees, agents, contractors, licensees, users, customers, providers, assigns, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, pre- and post-judgment interest, and settlement amounts) (“Claims”) that result from any allegation against any Indemnified Party arising in any manner from: (1) your access to or use of the Sites or Materials, (2) your violation or alleged violation of applicable laws, (3) your negligence or willful misconduct, or (4) your breach or alleged breach of any provision of this Agreement. ConcertAI will use reasonable efforts to provide you with notice of any such claim or allegation. ConcertAI will have the right to participate in the defense of any such claim at its expense. You will not enter into any settlement that admits any liability on behalf of any Indemnified Parties without the prior written consent of the applicable Indemnified Parties.

TERMINATION AND SUSPENSION

You may cease accessing and using the Sites at any time, provided that this Agreement will continue to apply to your prior access to and use of the Sites and any continued access to or use of any Materials.

ConcertAI may terminate your access any Site or Material, with or without notice, for any or no reason, in its sole discretion, and without liability of any kind. ConcertAI may also, in its sole discretion and at any time, change, modify, or discontinue providing any part of any Site or Materials, with or without notice and without liability of any kind.

Upon any termination by ConcertAI of your access to any Site or Material for any reason: (1) all rights granted to you to access and use the Site or Material under this Agreement will terminate; and (2) you will immediately cease all use of and access to the Site and Material. Any Section of this Agreement which, by its nature, should survive any such termination shall so survive.

ConcertAI may also suspend your access to a Site or any Materials, with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by ConcertAI, in its sole discretion, to be inappropriate or detrimental to ConcertAI or any third party.

NOTICES

Unless otherwise specified in this Agreement, you will provide any notices required or allowed under this Agreement to ConcertAI by postal mail to the address for ConcertAI on the Sites. ConcertAI may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to ConcertAI. In addition, in the case of any notice applicable both to you and other users of the Sites, ConcertAI may instead provide such notice by posting on the Sites. Notices provided to ConcertAI will be deemed given when actually received by ConcertAI. Notice provided to you will be deemed given 24 hours after posting to a Site or sending via e-mail. You are solely responsible for updating your email address with ConcertAI.

CHOICE OF LAW AND JURISDICTION

This Agreement shall be governed and construed in accordance with the laws of the State of New York, U.S.A. without regard to its conflict of laws principles. You agree that any suit or action between the parties arising from or related to this Agreement, which is not resolved pursuant to the below arbitration requirements, shall exclusively be resolved in a state or federal court located in New York, NY U.S.A. (borough of Manhattan). You irrevocably consent and submit to the personal jurisdiction and venue of such state and federal courts for any such suit or action. You waive any right that you may have to object to the personal jurisdiction or venue of such state and federal courts.

EQUITABLE RELIEF

You acknowledge that any breach or threatened breach of this Agreement by you will result in irreparable harm to ConcertAI for which damages would not be an adequate remedy, and, therefore, in addition to its rights and remedies otherwise available at law, ConcertAI will be entitled to seek immediate equitable relief, including injunctive relief, as appropriate. ConcertAI will be entitled to the relief described in this paragraph without the requirement of posting a bond. If ConcertAI seeks any equitable remedies, it will not be precluded or prevented from seeking remedies at law, nor will it be deemed to have made an election of remedies.

DISPUTES

You agree that ConcertAI may elect to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement in accordance with the procedures set forth in this Section. If any dispute cannot be resolved through negotiations between the parties, ConcertAI may at any time elect to finally settle such dispute through binding arbitration under the arbitration rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). ConcertAI may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after the request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by ConcertAI in New York, NY U.S.A. (borough of Manhattan). The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or pleaded to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court having proper jurisdiction over the party against which such award will be enforced. You irrevocably submit to the personal jurisdiction and venue of any such courts in any action or proceeding brought to enforce a judgment. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

ATTORNEYS’ FEES

In addition to any other relief, the prevailing party in any action arising out of this Agreement will be entitled to its reasonable attorneys’ fees and costs.

SEVERABILITY

If any provision or part of this Agreement will be declared illegal, void or unenforceable, the remaining portions will continue in full force and effect to the extent permitted by law insofar as the primary purpose of this Agreement is not frustrated.

WAIVER

Any waiver by either party of a breach of any provision of this Agreement will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.

CONSENTS

Whenever the consent or approval of ConcertAI is required hereunder, such consent or approval may be given or withheld by ConcertAI in its sole discretion.

ENTIRE AGREEMENT

This Agreement contains the entire understanding between the parties relating to the subject matter herein contained and supersedes all prior oral and written understandings, arrangements and agreements between the parties relating thereto.

Claims of Infringement

ConcertAI respects your copyrights and other intellectual property rights and those of other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Sites without your authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to:

ConcertAI LLC
Attn: Copyright Infringement Agent
501 Boylston St., 10^th Floor
Boston, MA 02116

Please provide the following information to ConcertAI: (1) the identity of the infringed work, and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature.

QUESTIONS AND COMMUNICATIONS

Separate from notices under this Agreement, if you have any questions about this Agreement, you can contact by sending us an e-mail to us at legal@concertai.com.