Platform Terms of Use

Last Modified: November 6, 2019

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Acceptance of the Terms of Use

These terms of use are entered into by and between You (“You” or “Your”) and LIIRN, LLC, a Delaware limited liability company (“Company”, “We,” “Us,” or “Our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern Your access to and use of the changeforce.ai platform (“Platform”), including any content, functionality, and services offered on or through the Platform. You have access to the Platform because of your unique relationship with one of Our enterprise clients (“Enterprise”). We have a separate Master Agreement in place with the Enterprise and intend for the Master Agreement to govern Your use and the Enterprise’s use of the Platform in the event of a conflict between the Master Agreement and this Terms of Use.

Please read the Terms of Use carefully before You begin using the Platform. By using the Platform, You accept and agree to be bound and abide by these Terms of Use and Our Privacy Policy, found at www.changeforce.ai, incorporated herein by reference. If You do not want to agree to these Terms of Use or the Privacy Policy, You must not access or use the Platform.

This Platform is only offered and available to users who are 18 years of age or older. By using this Platform, You represent and warrant that You are of legal age to form a binding contract with the Company and meet the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Platform.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in Our sole discretion. All changes are effective immediately when We post them, and apply to all access to and use of the Platform thereafter.

Your continued use of the Platform following the posting of revised Terms of Use means that You accept and agree to the changes. You are expected to check this page each time You access this Platform so You are aware of any changes, as they are binding on You.

Accessing the Platform and Account Security

We reserve the right to withdraw or amend this Platform, and any service or material We provide on the Platform, in Our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, We may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

You are responsible for:

1. Making all arrangements necessary for You to have access to the Platform.
2. Ensuring that all persons who access the Platform through Your internet connection or with your login credentials are aware of these Terms of Use and comply with them.

To access the Platform or some of the resources it offers, You may be asked to provide certain registration details or other information. It is a condition of Your use of the Platform that all the information You provide on the Platform is correct, current, and complete. You agree that all information You provide to register with this Platform or otherwise, including but not limited to through the use of any interactive features on the Platform, is governed by Our Privacy Policy, and You consent to all actions We take with respect to Your information consistent with Our Privacy Policy.

If You choose, or are provided with, a user name, password, or any other piece of information as part of Our security procedures, You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge that Your account is personal to You and agree not to provide any other person with access to this Platform or portions of it using Your user name, password, or other security information. You agree to notify Us immediately of any unauthorized access to or use of Your user name or password or any other breach of security. You also agree to ensure that You exit from Your account at the end of each session. You should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other personal information.

You have access to the Platform because of your unique relationship with one of Our clients. Your access to the Platform may be terminated if your relationship with Our client is terminated or Our relationship with Our client is terminated. We have the right to disable any user name, password, or other identifier, whether chosen by You or provided by Us, at any time in Our sole discretion for any or no reason, including if, in Our opinion, You have violated any provision of these Terms of Use.

Intellectual Property Rights

The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit You to use the Platform for the Enterprise’s legitimate business purpose only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on Our Platform, except as follows:

1. Your computer may temporarily store copies of such materials in RAM incidental to Your accessing and viewing those materials.
2. You may store files that are automatically cached by Your Web browser for display enhancement purposes.
3. You may print or download a reasonable number of pages of the Platform for your own legitimate business use and not for further reproduction, publication, or distribution.
4. If We provide social media features with certain content, You may take such actions as are enabled by such features.

You must not:

1. Modify copies of any materials from this site.
2. Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
3. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

If you wish to make any use of material on the Platform other than that set out in this section, please address your request to info@changeforce.ai.

If You print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, Your right to use the Platform will stop immediately and You must, at Our option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to You, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

COPYRIGHT POLICY

Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If You believe any materials accessible on or from this Platform infringe Your copyright, You may request removal of those materials (or access to them) from the Platform by submitting written notification to Our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work You believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.
• Identification of the material You believe to be infringing in a sufficiently precise manner to allow Us to locate that material.
• Adequate information by which We can contact You (including Your name, postal address, telephone number, and, if available, email address).
• A statement that You have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that You are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

changeforce.ai LLC Attn: Copyright Agent 368 Broadway, suite #503, New York, NY 10013 929-430-4296 operations@changeforce.ai

If You fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, Your DMCA Notice may not be effective.

Please be aware that if You knowingly materially misrepresent that material or activity on the Platform is infringing Your copyright, You may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Repeat Infringers

It is Our policy in appropriate circumstances to disable or terminate the accounts of users who are repeat infringers.

 

Trademarks

The Company name, the term changeforce.ai, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.

Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
2. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform or expose them to liability.

Additionally, You agree not to:

1. Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
2. Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
3. Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without Our prior written consent.
4. Use any device, software, or routine that interferes with the proper working of the Platform.
5. Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
7. Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
8. Otherwise attempt to interfere with the proper working of the Platform.

 

Monitoring and Enforcement; Termination

We have the right to:

1. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
2. Terminate or suspend Your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance You place on such information is strictly at Your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

This Platform may include content provided by third parties, including materials provided by third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Platform

We may update the content on this Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and We are under no obligation to update such material.

Information About You and Your Visits to the Platform

All information We collect on this Platform is subject to Our Privacy Policy. By using the Platform, You consent to all actions taken by Us with respect to Your information in compliance with the Privacy Policy.

Linking to the Platform

You may link to Our homepage, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Our part.

You agree to cooperate with Us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

Links from the Platform

If the Platform contains links to other sites and resources provided by third parties, these links are provided for Your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If You decide to access any of the third-party Platforms linked to this Platform, You do so entirely at Your own risk and subject to the terms and conditions of use for such Platforms.

Geographic Limitations

The owner of the Platform is based in the state of New York in the United States. We provide this Platform for use by persons located in the United States or its territories or possessions. While We do not restrict persons from outside the United States or its territories or possessions from using this Platform, We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States or its territories or possessions. Access to the Platform may not be legal by certain persons or in certain countries. If You access the Platform from outside the United States or its territories or possessions, You do so on Your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that We cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY PLATFORMS LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to Your violation of these Terms of Use or Your use of the Platform, including, but not limited to, Your User Contributions, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms of Use or Your use of any information obtained from the Platform.

Governing Law and Jurisdiction

All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City of New York and County of New York although we retain the right to bring any suit, action, or proceeding against You for breach of these Terms of Use in Your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Arbitration

At Company’s sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and Our Privacy Policy constitute the sole and entire agreement between You and changeforce.ai, LLC. regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

Your Comments and Concerns

This Platform is operated by changeforce.ai, LLC, at 368 Broadway, Suite 503, New York, NY 10013.

All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to help@changeforce.ai.