Terms of Service

1. Agreement to Terms

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and PhoenixAI, Inc. (“we”, “us”, or “our”), concerning your access to and use of the website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in California, United States and have our registered office at 101 Jefferson Drive, Suite 225, Menlo Park, CA 94025. You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE Terms of Service, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

2. Intellectual Property Rights

2.1 PhoenixAI

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

2.2 Usage Data

In accordance with the agreement, PhoenixAI may collect and utilize Usage Data to enhance, maintain, and run its products and services. Any Usage Data that includes confidential information of the customer may not be shared with a third party unless it is aggregated and anonymized to the point where the customer and its users cannot be identified.

3. User Representations

By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Service; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

4. Fees and Payment

We accept the following forms of payment: bank wiring or credit card payment. Payment term is Net 30. You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. All payments shall be in U.S. dollars. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

5. Cancellation

You can cancel your subscription at any time by logging into your account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. If you are unsatisfied with our services, please email us at legal@phoenixdata.ai.

6. Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available. As a user of the Site, you agree not to:

• Systematically retrieve data or other content from the Site to create or compile a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Site.
• Use the Site in a manner inconsistent with any applicable laws or regulations.
• Upload or transmit viruses, Trojan horses, or other malicious material that interferes with any party’s uninterrupted use and enjoyment of the Site.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Attempt to impersonate another user or person or use the username of another user.
• Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

7. User Generated Contributions

The Site may provide you with the opportunity to create, submit, post, display, transmit, or distribute content and materials to us or on the Site. Any Contributions you transmit may be treated in accordance with the Site Privacy Policy. You represent and warrant that your Contributions do not infringe any third party rights, are not false or misleading, are not obscene or objectionable, and do not violate any applicable law or regulation.

8. Contribution License

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you. You retain full ownership of all of your Contributions and any intellectual property rights associated with your Contributions.

9. Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, without acknowledgment or compensation to you.

10. U.S. Government Rights

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms of Service in accordance with FAR 12.212 and FAR 12.211. If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Service in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3.

11. Site Management

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Service; (2) take appropriate legal action against anyone who violates the law or these Terms of Service; (3) in our sole discretion, refuse, restrict access to, limit the availability of, or disable any of your Contributions; and (4) otherwise manage the Site in a manner designed to protect our rights and property.

12. Term and Termination

These Terms of Service shall remain in full force and effect while you use the Site. We reserve the right to deny access to and use of the Site to any person for any reason, including for breach of any representation, warranty, or covenant contained in these Terms of Service. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party.

13. Disclaimer of Warranties

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF.

14. Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Service; (4) any breach of your representations and warranties set forth in these Terms of Service; or (5) your violation of the rights of a third party, including but not limited to intellectual property rights.

16. Governing Law

These Terms of Service and your use of the Site are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law or choice of law provisions.

17. Contact Us