Terms and Conditions

Terms and Conditions

The following agreement consists of the terms and conditions governing your (“You” or “Customer“) access to and use of Collection AI Inc.’s (“Collection AI” or “Us” or “Our” or “We”) Services.

These Terms and Conditions together with the Subscription Form (defined below), the Service Level Agreement and Support Terms attached as Exhibit A (the “SLA”) and the Privacy Policy available here (the “Privacy Policy”) (collectively, “Terms” or “Agreement”) constitute a binding agreement between You and Collection AI, and by continuing to use the Services (in whole or in part) in any way or manner You agree to abide by, and be bound, by these Terms.

A. DEFINITIONS

Affiliate means any person, firm, corporation, association, organization, or unincorporated trade or business that, now or hereafter, controls, is controlled by, or is under common control with the Customer, including without limitation, any service corporation of the Customer.
Customer Data means any data, information, or material, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from You by or through or for providing and improving the Services.
Implementation Activities means the Services associated with the implementation of the Services for your particular Subscription accounts.
Implementation Fee shall have the meaning given such term in the chart set forth in the relevant Subscription Form.
Initial Term and Renewal Term shall have the meanings given such terms in the chart set forth in the relevant Subscription Form.
Collection AI Technology means all Collection AI technology and/or other intellectual property (including software, hardware, data, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) and all improvements, innovations, derivative works based on the foregoing.
Subscription Form means the written subscription form entered into between Customer and Collection AI which references these Terms and which identifies the Services ordered by Customer from Collection AI pursuant to this Agreement, including but not limited to cost, time, schedule and any other terms and conditions agreed to by the Parties, as shall be amended by the Parties from time to time pursuant to the terms hereof. The Parties may from time to time enter into subsequent Subscription Forms memorializing subsequent business arrangements, which when duly executed and delivered by both Parties shall become part of this Agreement. In the event of a conflict between the terms and conditions of this Agreement and any Subscription Form, the terms and conditions of this Agreement shall prevail.
Services means the services utilizing any of Collection AI’s products, as specified on one or more Subscription Forms.
Subscription Fee shall have the meaning given such term in the chart set forth in the Subscription Form(s).
Third Party Claim means any Claim (as such term is defined below) brought by any party other than You or your Affiliates.
User(s) means Your employees, Affiliates, consultants, or contractors of Subscription Accounts that You own or manage.

B. SERVICES.

License Grant and Restrictions. Subject to the terms and conditions of this Agreement, and as more specifically defined in the Subscription Form(s), Collection AI shall grant to Customer and Users who are authorized to use the Services, for the duration of the Term (as defined below), a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services for Customer’s own internal business purposes. In addition, Collection AI agrees to provide certain additional Services as specified in the Subscription Form(s). The license granted by Collection AI to Customer in this Section B(1) will not include any right by Customer or Users to access any object code or source code included in the Services. Customer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, or otherwise commercially exploit or make available to any third party the Services or any portion thereof, other than making the Services available to Users who are authorized to use the Services as strictly required for Customer’s performance of its obligations hereunder; (ii) use the Services for development of or benchmarking against any competing product or service; (iii) modify, decompile, disassemble or reverse engineer any part of the Services; (iv) copy, reproduce, modify, or merge the Services; (iv) sell, license (or sub-license), pledge, or share its rights under this Agreement with or to anyone else; (v) attempt to discover the Services’ source code; or (vi) place the Services or the outcomes onto a server in a manner which makes it accessible via a public network to third parties.
Customer Systems. You acknowledge that Users’ ability to access the Services is dependent upon such Users having (a) continuous access to the necessary telecommunications and Internet services and (b) properly configured and operational information technology infrastructure meeting such minimum system requirements as We may recommend or specify from time to time, including hardware, software, databases, systems, networks, and services, whether operated directly by You or through the use of third-party services.
Implementation, Training, Services, and Support. Upon execution of this Agreement, and payment of the associated Fee, Collection AI will undertake the Implementation Activities to prepare to provide You with the Services. We shall provide sufficient and commercially reasonable training in order to educate Customer on the operation and use of the Services at no additional expense, unless agreed upon otherwise in the Subscription Form(s). We will provide the Services and technical support in accordance with the SLA.
Intellectual Property Ownership. The Services, Collection AI Confidential Information, feedback, Collection AI Technology, and all intellectual property rights therein or related thereto, including any modifications, improvements, enhancements, or upgrades thereto, and all derivative works therefrom, are and shall remain the exclusive property of Collection AI or its third-party licensors as applicable (“Collection AI IPR”). Nothing herein contained shall be construed as granting You or any third party any right, title, or interest in or to the Collection AI IPR. Notwithstanding anything to the contrary, Collection AI may collect, process, and use in any other manner any anonymous, aggregated, and/or non-identifiable information which is derived from the use of the Services (“Analytics Information“), for the sole purpose of providing and improving Collection AI programs and services and the performance of the Services. Collection AI shall remain the exclusive owner of the Analytics Information.
Customer Data. We acknowledge that, as between Us and You, You own the Customer Data and reserve all rights in the Customer Data not expressly granted to Us under this Agreement. You hereby grant to Us a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (other than to Our contractors]), license to copy and use the Customer Data as necessary to provide the Services and for Us to otherwise exercise Our rights and discharge Our obligations under this Agreement and to improve and enhance the Services, subject to and in accordance with all applicable laws relating to data privacy and security, and for no other purpose. For the avoidance of doubt, no consideration was (or shall be) asked for or received with respect to any Customer Data provided by You to Us hereunder. You represent, warrant, and covenant to Us that: (i) You have the requisite rights with respect to the Customer Data to grant to Us the license and other rights with respect to the Customer Data set forth in this Section B(5); and (ii) Customer Data was not obtained through an act of misappropriation or unlawful means and the collection of Customer Data and the disclosure of Customer Data to Us do not violate any terms of service, applicable privacy policy, or any obligation of confidentiality or other duty owed to the source of the Customer Data. Customer may upload Customer Data to the Services by way of integrating the Services with Customer’s existing accounts on third-party platforms that are supported by the Services (collectively, “Third Party Accounts“). In order to facilitate such integration of Third-Party Accounts with the Services and to retrieve Customer Data, Customer may be required to provide Collection AI with certain relevant information, such as applicable credentials and/or keys to access the Customer Data stored in the applicable Third Party Accounts (collectively, the “Keys“). Customer hereby grants Collection AI a limited, revocable, worldwide, , non-exclusive, non-sublicensable (other than to Our contractors), royalty-free license to access its Third Party Accounts and to retrieve the Customer Data and represents it has all rights thereto. The obligations of Collection AI under the “Customer Data” paragraph above shall apply to the retrieval of Customer Data from Third Party Accounts.
Compliance with Law. Both Parties will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (a) each Party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) You shall not permit Users to access or use the Services in violation of any U.S. export embargo, prohibition, or restriction.
Updates and Upgrades. You acknowledge that we will from time to time develop updates and that We may incorporate updates in the Services, and We reserve the right to make such updates without prior notice. We may, from time to time, offer to include optional updates as part of the Services, either for a fee or at no additional charge. With respect to updates for which additional Fees apply, You shall not be charged for such updates, and correspondingly shall not be provided access to such updates, unless and until You so agree with Us in writing. You agree to evaluate these updates that require additional fees out of good faith to the partnership.
Use of the Services. You represent, covenant, and warrant that You will use the Services only in compliance with these Terms and all applicable laws. You further represent, covenant, and warrant that You shall not use the Services for any unlawful, infringing, defamatory, or fraudulent purpose or to transmit obscene, harassing, or otherwise objectionable material.

C. TERM, TERMINATION AND FEES.

Subscription Term; Renewal. This Agreement shall commence as of the Effective Date (as defined in the Subscription Form) and shall continue thereafter for the duration of the relevant period set forth in the relevant Subscription Form Initial Term(s), and Renewal Term(s) (as the case may be) (such period of time, collectively, the “Term”) unless terminated pursuant to this Agreement. For avoidance of doubt, other than the Subscription Fee, all other terms of this Agreement shall apply to any utilization of Services prior to the Subscription Fee Start Date.
Termination. Either Party may terminate this Agreement upon written notice to the other Party in the event that: (a) the other Party commits a material breach of this Agreement and fails to cure such default to the non-defaulting Party’s reasonable satisfaction within fifteen (15) days after receipt of notice; or (b) the other Party becomes insolvent or bankrupt, assigns all or substantially all of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors’ rights, or otherwise ceases to conduct business in the normal course.
Effects of Termination. Upon termination of this Agreement for any reason, all rights granted and obligations of the Parties hereunder and under each of the foregoing shall (except as otherwise expressly provided herein or therein) immediately terminate. In the event of any termination of this Agreement: (i) Customer will pay Collection AI all Fees and expenses for Services performed up to the effective date of the termination; and (ii) Customer shall either (at Collection AI’s option) return or destroy all Collection AI IPR in its possession or under its control. The following sections shall survive termination of these Terms: A, B4, B5, B9, C3, C4, C6, D6, D7, E1, E4, and F.
Fees. You will pay Us the then applicable fees and expenses described in the relevant Subscription Form in accordance with the terms therein (the “Fees”). Fees will be based upon the number of open invoices within each Subscription Account, as more particularly described in the Subscription Form. Collection AI may receive other fees from third-party vendors for future service updates. Payments shall be made as set forth in the Subscription Agreement. Please note that if Customer or Customer’s accounts payable vendor charges any per invoice fees to process Collection AI invoices and send payments to Collection AI, Collection AI reserves the right to charge Customer for these fees. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or any Renewal Term. We will provide You with notice of any such changes in Fees at least sixty (60) days prior to the then-scheduled renewal date.
Taxes, Other Expenses. Unpaid amounts are subject to a finance charge of 3% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. The Fees are exclusive of taxes, charges, and levies, and You will be solely responsible for all taxes, charges, and levies associated with the imposition of Fees (other than taxes based on Our net income). Any failure by You to timely remit any sales, use, or other tax including any interest, fees, and/or penalties shall be considered a debt from You to Us and collectible in the same manner as Your other obligations hereunder. If any such tax or duty has to be withheld or deducted from any payment under this Agreement, You shall gross-up the payment under this Agreement by such amount to ensure that after such withholding or deduction Collection AI shall receive an amount equal to the amounts payable to Collection AI without such deduction or withholding.

D. OBLIGATIONS.

Representations and Warranties. Collection AI warrants and represents the following:
1. Collection AI and its Services will comply with all applicable Federal, state, and local laws, rules, regulations, and ordinances (“Laws”).
2. Collection AI owns or has procured all necessary rights, title, and authority to license the Services, and all components thereof, to Customer.
3. The Services and Collection AI Technology provided hereunder, do not infringe upon or violate any copyrights or patents, trademarks of any third party.
4. This Agreement does not conflict with any other agreement to which Collection AI is subject.
Indemnification.
1. General Indemnification. Customer shall indemnify, defend, and hold harmless Collection AI from and against any Third Party Claims arising out of: Customer’s use of the Services.
2. Infringement Indemnification. Collection AI shall indemnify, defend, and hold Customer harmless from any Third Party Claim finally awarded in judgement directly arising from the Services infringing an intellectual property rights, except to the extent that the following contributes to the infringement:
  1. Customer’s use of the Services in violation of this Agreement.
  2. Modification of the Services by any party other than Collection AI.
  3. Combination, operation, or use of the Services with other applications, products, or services where such infringement would not otherwise exist.
3. Indemnification Procedure. Collection AI’s indemnification obligation is subject to Customer:
  1. Immediately notifying Collection AI in writing of a Claim and provide reasonable cooperation.
  2. Tender to Collection AI full authority to control the defense and settlement of the Claim.
  THIS SECTION SETS FORTH COLLECTION AI’S SOLE LIABILITY AND CUSTOMER’S SOLE REMEDY IN RESPECT OF ANY IP INFRINGEMENT CLAIMS.
Publicity. Collection AI may not use Customer’s trade name, service marks, or trademarks in marketing materials, public business presentations, and customer lists unless it has received Customer’s approval.
Force Majeure. If either Party is unable to perform obligations due to uncontrollable events (e.g., natural disasters, war, pandemic), performance shall be suspended. If nonperformance exceeds 30 days, the other Party may terminate the Agreement. The foregoing shall not apply to Customer’s payment obligations.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND COLLECTION AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. COLLECTION AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COLLECTION AI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES INCLUDING WITHOUT LIMITATION THEIR CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, AVAILABILITY OR OTHERWISE. THE SERVICES ARE AN AI SOLUTION AND AS SUCH THEIR OUTPUT IS SUSCEPTIBLE TO ERRORS AND INACCURACIES.
Exclusion and Limitation of Liability. IN NO EVENT SHALL COLLECTION AI OR ANY OF ITS EMPLOYEES, AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE FOR INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION OR DATA, LOST PROFITS OR GOODWILL, LOSS OF BUSINESS REVENUES, PROFITS OR SAVINGS, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, ECONOMIC, PUNITIVE OR OTHER SIMILAR DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY, EVEN IF COLLECTION AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO EVENT SHALL COLLECTION AI’S, OR ANY OF ITS EMPLOYEES’, AFFILIATES’, LICENSORS’ OR SUPPLIERS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE TOTAL PAYMENTS ACTUALLY RECEIVED BY COLLECTION AI UNDER THIS AGREEMENT, DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY SUCH CLAIM OR CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

E. CONFIDENTIALITY, SECURITY, SERVICE LEVEL AGREEMENT, PRIVACY, AND DATA USE.

Confidentiality Agreement. Each Party understands that the other Party will from time to time disclose or may disclose Confidential Information. Each Receiving Party agrees:
1. To take reasonable precautions to protect such Confidential Information.
2. Not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.
As used herein, “Confidential Information” means information of one Party (the “Disclosing Party”) that the other Party (the “Receiving Party”) receives or gains access to, whether orally, visually, in writing, or otherwise, that is designated as confidential or reasonably understood to be confidential. Confidential Information includes but is not limited to trade secrets, business and marketing plans, technology, technical information, product plans, designs, and business processes. Confidential Information of Collection AI includes the Services, the Collection AI Technology, related documentation, business and marketing plans, intellectual property, and the terms and conditions of this Agreement and any Subscription Form. Confidential Information of Customer includes the Customer Data. Notwithstanding the foregoing, Confidential Information shall not include any information that:
1. Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party.
2. Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.
3. Is received by the Receiving Party from a third party without breach of any obligation owed to the Disclosing Party.
4. Was independently developed or lawfully discovered by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.
5. Is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body.
Service Level Agreement. Customer acknowledges and agrees to the terms and conditions set forth in the SLA.
Privacy Policy and Data Use. Customer acknowledges and agrees to the terms and conditions set forth in the Privacy Policy.

F. GENERAL.

Owner/Manager. You represent, warrant, and covenant to Collection AI that You are authorized to enter into this Agreement and to utilize the Services for Your business purposes, including AR collection from Your customers. You acknowledge that Collection AI is acting in reliance upon these representations, warranties, and covenants. Accordingly, You shall indemnify, defend, and hold harmless Collection AI from any claims and losses arising in connection with a breach of these representations.
Amendment. No Amendment to this Agreement is effective unless it is in writing, identified as an Amendment to this Agreement, and signed by an authorized representative of each Party.
Assignment. Neither Party shall assign or delegate any of the duties, obligations, or rights under this Agreement to any person, firm, corporation, or other third party without prior written consent of the other party. Any assignment made without such consent will be void, except that either Party may assign this Agreement without the other Party’s consent to:
1. Such Party’s Affiliate.
2. Any entity that acquires all or a majority of the assets and/or capital stock of such Party.
Authority and Counterparts. Each Party warrants that it has the authority to enter into this Agreement. This Agreement may be executed in counterparts, each of which is an original and together constitute a single Agreement.
Construction. Each Party has participated in drafting this Agreement, and it shall not be construed against any Party based on authorship. Headings are for convenience only and shall not affect interpretation. Any provisions surviving termination shall remain in effect. If any provision is deemed invalid, it shall be restated to reflect original intentions without affecting the remainder of the Agreement.
Delivery and Execution. Delivery of an executed Agreement by electronic mail, in PDF, or other electronic means constitutes effective execution. Electronic Signatures shall be deemed original and have the same force as manual signatures.
Entire Agreement. This Agreement, including all Subscription Forms, appendices, schedules, and exhibits, constitutes the entire Agreement and supersedes all prior agreements, whether written or oral.
Choice of Law; Venue. This Agreement shall be governed by the laws of the State of Delaware, USA. Each Party submits to the exclusive jurisdiction of the State and Federal courts in Delaware for any disputes. Any breach may cause irreparable harm for which equitable relief may be sought.
Notices. The Parties agree to use electronic mail as the principal method of communication. Notices shall be sent to the email addresses listed in the Subscription Form. If no email is provided, notices shall be sent via certified mail or overnight courier.
Relationship of the Parties. Collection AI provides services as an independent contractor. Its employees are not considered employees of the Customer. Collection AI is responsible for its own employee compensation and taxes. This Agreement does not create a partnership or joint venture, and the Customer is free to use non-Collection AI products and services.
Waivers. No waiver is effective unless in writing, identified as a waiver, and signed by both Parties. A waiver granted on one occasion does not operate as a waiver for future occasions. Delay or omission in exercising rights does not constitute a waiver.

Exhibit A

Service Level Agreement and Support Terms

Availability. The Services shall be available ninety-nine percent (99%) of the time (“Availability”), measured monthly, excluding the Exceptions listed below. If You request maintenance or an additional feature, any uptime or downtime calculation will exclude periods affected by such maintenance or additional feature for the thirty (30) days after the feature is launched. No period of Service degradation or inoperability will be included in calculating Availability if such downtime or degradation is caused, in whole or in part, by any of the following (“Exceptions”):

Any act or omission by You or Your vendor;
Access to or use of the Services by You or Your vendor that does not comply with the Agreement;
Failure, interruption, outage, or other problem with any software, hardware, system, network, internet, facility, or other matter not supplied or required by Collection AI pursuant to this Agreement;
Collection AI’s blocking of the Services in accordance with the Terms and Conditions;
Scheduled Downtime (as defined below); or
Force Majeure Event as defined in the Terms and Conditions.

Collection AI will use commercially reasonable efforts to:

Schedule downtime for routine maintenance of the Services between the hours of 12:00 a.m. and 3:00 a.m. on weekdays or between the hours of 8 p.m. Saturday to 8 a.m. Sunday, all Eastern Time, as applicable.
Notify Customer at least 48 hours in advance of all such scheduled outages of the Services.

Technical Support. Collection AI will provide commercially reasonable technical support to You regarding issues with our provision of the Services via email on weekdays during the hours of 9:00 a.m. through 5:00 p.m. Eastern Time, excluding U.S. Federal Holidays.

Support Requests. You may initiate a support ticket by emailing support@Collection.ai.

Response Time. Collection AI will use commercially reasonable efforts to respond to all support tickets within two (2) business days.