I. Introduction
These Terms of Use ("User Agreement") by and between Kurrant AI, Inc., located at 90 State Street, Suite 700, Office 40, Albany, NY 12207, along with any of its current or future subsidiaries, branches, affiliates, successors or assigns located anywhere in the world (collectively, "Kurrant AI") and "you" in conjunction with any separate SaaS subscription or beta testing agreements (collectively, the "Agreement") by and between Kurrant AI and you or the entity you represent, govern your access to and use of a web-based data-aggregation and research platform, as well as any other related sites, APIs, web extensions or mobile apps already in existence or to be developed in the future, known as Kurrant.ai (collectively, "Platform").
You represent and warrant that you are of legal age to enter into binding agreements and that if you are representing an entity ("Subscriber"), you have the authority to represent such an entity and bind them to the terms of this User Agreement. If representing an entity, all references to "you" and "your" in this User Agreement also refer to the entity (with the exception of the references in this sentence). Kurrant AI and you are collectively referred to here as "Parties."
You agree to be bound by the terms and conditions of this User Agreement upon first and all subsequent access and/or use of the Platform. Kurrant AI may modify the terms of this User Agreement from time to time by posting an amended version on the Platform and sending you notice via email if modifications substantially change your rights. Such amendments will supersede all previous versions and become effective fifteen (15) days after such notice (unless you first terminate this User Agreement pursuant to the section Term and Termination). Your continued use of the Platform will confirm your consent to such amendments. If you do not agree to any changes in this User Agreement as they may occur, please arrange to terminate your access to the Platform immediately and discontinue your use of the Platform and its Contents (defined below). Kurrant AI retains all rights, title, and interest in and to the Platform, including without limitation, all software used to provide the Platform and all logos and trademarks reproduced throughout the Platform. This User Agreement does not grant you any intellectual property rights in the Platform or any of its Content or components.
II. Use of Platform and Content
Subject to the terms under this User Agreement and the Agreement, you may access and use for your internal business purposes: (i) the Platform and (ii) any information or data accessible via the Platform, including but not limited to data and information on companies and their founders ("Content"). Except as otherwise provided in this User Agreement or the Agreement, you are not granted any other uses, rights, transfer of ownership or license with respect to the Platform. Any use beyond what is explicitly authorized in this User Agreement and the Agreement is a material breach of both documents. Kurrant AI will retain all right, title, and interest in and to all the Platform Content.
III. Limited Access
When registering for an account on the Platform to become an Authorized User, you agree to provide accurate and complete registration information as requested by Kurrant AI. You agree not to impersonate any other person or to use names, emails, addresses, phone numbers, or any other personally identifiable information belonging to anyone other than yourself. As an Authorized User, you will have only a limited, non-exclusive, non-transferable access to the Platform and its Contents as necessary for your internal business purpose via a dedicated account credential upon registration on the Platform ("Subscriber Credentials"). Subscriber Credentials are solely for Authorized Users to access the Platform and no concurrent access by any other employee, affiliate, parent, subsidiary of the Subscriber or any other third party not previously designated as an Authorized User will be permitted using your Subscriber Credentials.
You are responsible for all use of the Platform and any Content accessed via your Subscriber Credentials (including without limitation, any illicit use of your user ID and/or password) and for preventing such unauthorized use. If you believe there has been unauthorized access or use of the Platform or any Content through your Subscriber Credentials, you must notify Kurrant AI immediately by emailing notices@kurrant.ai. Kurrant AI reserves the right in its sole discretion to suspend, disable or terminate your account or your access to it or to change your account ID, user name or password at any time.
IV. Limitations on Use
Except for the limited rights to download, use, transfer, store, and/or print Content set forth in Section 4 below, you may not download, store, reproduce, republish, transmit, display, distribute or take screenshots of any portion of the Platform or Content. In addition, you may not:
- sell, rent, lease, loan, transfer, sublicense, distribute or otherwise make available or permit access to the Platform or any Content to any third party;
- incorporate any of the Content into Subscriber's own products or services, or any other individual or company's products or services in any manner that either competes or is intended to compete with the Platform;
- modify, decompile, disassemble, decrypt or reverse engineer any portion of the Platform, or otherwise attempt to discover the source code, object code or underlying structure, documentation, data, software, ideas, know-how or algorithms relevant to the Platform or Content ("Software");
- use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology or process having similar functionality, to access, acquire, copy or monitor any portion of the Content or Platform;
- use the Content in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program without prior written authorization from Kurrant AI;
- violate the security of the Platform or attempt to gain unauthorized access to the Platform, the Content or Kurrant AI's computer systems or networks connected to any server associated with Kurrant AI, through hacking, password mining, social engineering or any other means;
- use the Platform or any Content in a manner that infringes or violates the intellectual property or proprietary rights of Kurrant AI or any third party, including rights of privacy and publicity;
- use the Platform or Content in violation of applicable laws, rules and regulations, including without limitation, those pertaining to privacy, data protection and the export control laws/regulations of the United States or the jurisdiction in which you are located (if different);
- use the Platform or the Content in any manner that is unlawful or harms Kurrant AI, its service providers, suppliers or any other user, including, without limitation, any use for improper investment purposes in any entity whose information appears as part of the Content;
- use the Platform in such a way that you would be deemed to be engaging in the offering or solicitation of investments in securities;
- use the Content as a factor in establishing an individual's eligibility for employment, or for credit or insurance to be used primarily for personal, family or household purposes;
- or use the Platform or Content in any way that is fraudulent, false, misleading or deceptive.
Kurrant AI may track, monitor, report, analyze, and limit your Platform usage, provided that Kurrant AI will not make such information available to any third party other than in an aggregated, anonymized format.
V. Permitted Use
Subject to the terms of this User Agreement and those of the Agreement, if you are an Authorized User, you are permitted to use available functionalities of the Platform to download, store, transfer, and incorporate de minimis amounts of data (i.e., insubstantial amounts of data that have no independent commercial value and are not separately marketable by Kurrant AI) derived from the Content into presentations and reports for use solely in connection with your internal business purpose ("Permitted Use"). Specifically, you have the right to distribute, in the ordinary course of your business, limited extracts of data derived from the Content to your employees, affiliates, clients and/or prospective clients, in the form of charts, graphs, graphics, pitch books, presentations, statistics, research reports, business plans and other reports ("Subscriber Business Documents"), provided that in each case: (i) Kurrant AI retains sole ownership over any Content incorporated therein; (ii) data derived from the Content is not used to create a commercial business or service that would serve as a substitute for the Platform or a competitor to the Platform; (iii) the Subscriber Business Documents are not issued on behalf of any unaffiliated third party; and (iv) the following source attribution is included: "Data Source: Kurrant.ai."
VI. Payments and Cancellations
You agree to pay all applicable fees and taxes in a timely manner as either indicated upon your registration on the Platform or as defined in any separate subscription or service agreement with Kurrant AI. Kurrant AI reserves the right to change these fees with notice to you by posting a new pricing schedule on its website or via an email to you. Your continued payment and usage of the Platform constitutes your consent to and acceptance of these new fees.
Kurrant AI will automatically renew your monthly or annual subscription and charge your payment method on file on subsequent monthly or yearly anniversary dates of your initial payment, unless you cancel prior to the start of your next billing period.
Unless otherwise stated in any separate subscription or service agreement with Kurrant AI, you may cancel at any point prior to the start of your next billing period. All cancellations are for future charges related to your subscription. No prorated refunds will be issued for current billing cycles. For billing inquiries, please contact billing@kurrant.ai.
You are solely responsible for any payment, filing, or reporting of sales or use tax in connection with your use of the Platform under this Agreement. In the event that Kurrant AI is required to pay any taxes on your behalf, you agree to promptly reimburse Kurrant AI for these taxes.
If you are a resident of the European Union, you have the right to withdraw from this Agreement within fourteen (14) days (inclusive of any free-trial periods) of your registration on the Platform as provided by the EU Directive on Consumer Rights. You must notify Kurrant AI at billing@kurrant.ai within these fourteen (14) days of your intent to withdraw from the agreement. Any payments made by you during the initial fourteen (14) day period will be refunded to you.
VII. Term and Termination
Your access, rights, and use of this Platform and its Content will be terminated on the last day of your current unrenewed billing cycle, unless otherwise specified by any separate subscription agreement.
Kurrant AI reserves the right in its sole discretion to suspend your access or terminate your account if Kurrant AI suspects that you are in breach of this User Agreement or if you are using the Platform or its Content in any unlawful manner ("Service Suspension"). Kurrant AI disclaims all liability for any damage, loss (including any loss of data or profits) or any other consequences incurred as a result of any Service Suspension.
VIII. Third-Party Integrations and Data Contributions
Kurrant AI allows for custom integration of third-party sales and deal management tools ("CRM") with its Platform. In the event that you opt for a custom integration of the Platform with your CRM, you agree to provide Kurrant AI with all licenses and rights necessary at your own expense in order for Kurrant AI to perform these integrations for you. This includes, but is not limited to, licenses to read, extract, write, share, transfer, and upload data to and from your CRM and to transfer, store, and display such data on the Platform.
Anyone may voluntarily contribute data or information to the Platform in the form of "Contributed Data." Such data may be visible to other users on the Platform, such as data you choose to share with other members of your entity, including data integrated from your CRM or other sales or deal management tools. While data integrated from your CRM may be visible to other users outside of your entity, the data will not be displayed in a manner that identifies you or your entity as its source without your consent. When you contribute data or information to the Platform as a "Contributor," you acknowledge that Kurrant AI may use any data so contributed without restriction, unless a specific written agreement to the contrary has been entered into by you and Kurrant AI. In providing Contributed Data, the Contributor hereby represents and warrants that: (i) its contribution does not breach any agreement, intellectual property right (at law or in equity) or law to which it is subject; (ii) Kurrant AI is granted a perpetual, irrevocable, royalty-free license to use, modify, distribute, license, or display such Contributed Data for any purpose; and (iii) Kurrant AI may use Contributed Data without limit or constraint for any purpose.
While data underlying the Content has been obtained from sources that are believed to be generally reliable, Kurrant AI cannot guarantee and does not make any representations or warranties regarding the accuracy, completeness or timeliness of the underlying data, Content, or any projections based thereon. You must verify all information.
IX. Reservation of Rights
All rights, title, and interest (including all copyrights and other intellectual property rights) in the Platform and Content belong to Kurrant AI and/or its suppliers. Notwithstanding the foregoing, Kurrant AI does not claim an ownership interest in (a) derivations of Content that you create through your authorized use of the Platform if such derived work is sufficiently transformed so that any Content on which it is based or that forms one or more inputs into it cannot be readily understood, reverse engineered, disassembled or decompiled by someone reasonably knowledgeable of financial services or reasonably skilled in financial services software applications; or (b) any data or other content not originally sourced from Kurrant AI, its affiliates or any of their suppliers that is separately uploaded by you onto the Platform (e.g., custom entity records, custom text files, etc.) (all such data and content described in (b), collectively, "Subscriber Data"). Except as expressly provided in this User Agreement and/or the Agreement, nothing contained herein shall be construed as conferring upon you any right in the Platform or the Content. You agree that the Platform and Content are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree not to remove or obscure the copyright or other notices contained in Content retrieved from the Platform, including but not limited to any copyright or other notices included on the printable profiles.
X. No Offer of Securities or Other Services
The Platform and all Content are made available for informational purposes only and do not constitute, and should not be construed as soliciting or offering any investment or other transaction, identifying securities for you to purchase or offer to purchase, recommending the acquisition or disposition of any investment, or otherwise providing any financial, tax, legal or other advice of any nature whatsoever. If you are seeking advice rather than information, you should instead obtain the services of an independent advisor. You understand and agree that: (i) any decisions you make based upon the Platform or its Content are made solely at your own risk; and (ii) you will indemnify and hold harmless Kurrant AI, any of its affiliates and any of their directors, officers, employees and agents for any damages, liability, or other loss (including legal fees) arising out of or relating to any decisions of any nature you make or refrain from making based on your use of any Platform or its Content in any proceeding in law or equity. Except for providing access to information via the Platform, Kurrant AI does not provide any other services hereunder.
XI. Third-Party Sites
The Platform may contain links to other web sites ("Linked Sites"). The Linked Sites are not under the control of Kurrant AI and Kurrant AI is not responsible for the contents or operation of any Linked Site, including without limitation any content contained in a Linked Site, any changes or updates to a Linked Site or the manner in which any Linked Site handles any information submitted by or related to your accessing or using it. Kurrant AI is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Kurrant AI of the Linked Site or any association with its operators.
XII. Intellectual Property
You acknowledge and agree that the Content and any related documentation, including, without limitation, the layout, functions, design, appearance, trademarks, service marks, copyrights, patents and other intellectual property comprising the Content, are the proprietary intellectual property of Kurrant AI, whether or not such Content are registered, copyrighted or patented. You further agree that the original and any copies of the Content are and shall at all times be the sole and exclusive property of Kurrant AI, and you will take no action in contravention of this fact. You do not and will not acquire any ownership in the Content or any part thereof, including Contributed Data voluntarily provided by you to Kurrant AI that is incorporated into the Content. You expressly disclaim and waive any and all claims to any ownership interest in any Contributed Data or Content, including without limitation, any Content that you download, print, or save.
XIII. Disclaimers and No Warranty
YOU ACKNOWLEDGE THAT THE PERFORMANCE OF THE PLATFORM DEPENDS ON YOUR USE OF THE PLATFORM'S FEATURES AS THEY ARE COMMONLY PERCEIVED TO FUNCTION WITHOUT ANY MODIFICATION ON YOUR PART. FURTHERMORE, KURRANT AI DOES NOT GUARANTEE THAT THE PLATFORM WILL BE ERROR- OR BUG-FREE OR THAT IT WILL MEET ALL OF YOUR NEEDS. YOU ASSUME ANY AND ALL RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND RELIABILITY OF THE PLATFORM AND ITS CONTENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
THE PLATFORM AND ITS CONTENT ARE PROVIDED FOR EDUCATIONAL OR INFORMATIONAL PURPOSES ONLY, ARE NOT INTENDED TO PROVIDE FINANCIAL, LEGAL, ACCOUNTING, INVESTMENT OR OTHER TYPES OF ADVICE, AND SHOULD NOT BE RELIED UPON IN THAT RESPECT. YOU SHOULD NOT ACT OR RELY ON ANY INFORMATION ON THE PLATFORM WITHOUT SEEKING THE ADVICE OF A PROFESSIONAL. ANY CONTENT, INCLUDING WITHOUT LIMITATION, COMPANY DATA, ADVICE, ARTICLE, PUBLICATION, STATEMENT, SERVICE, OFFER, OR OTHER INFORMATION EXPRESSED OR MADE AVAILABLE ON THE PLATFORM, OR ON ANY SITE LINKED TO THE PLATFORM, IS THAT OF THE RESPECTIVE AUTHOR, DISTRIBUTOR, OR CONTRIBUTOR, AND NOT OF KURRANT AI, ITS AFFILIATES, EMPLOYEES, OR THEIR AGENTS.
KURRANT AI RESERVES THE RIGHT TO MODIFY THE PLATFORM AND/OR ANY CONTENT OR COMPONENTS AT ANY TIME WITHOUT NOTICE. HOWEVER, KURRANT AI ASSUMES NO OBLIGATION TO DO SO OR TO ADVISE ON FURTHER DEVELOPMENTS ON THE PLATFORM. THE CONTENT CONTAINED ON THE PLATFORM MAY CONTAIN TYPOGRAPHICAL ERRORS. WHILE DATA UNDERLYING THE CONTENT HAS BEEN OBTAINED FROM SOURCES THAT ARE BELIEVED TO BE RELIABLE, NEITHER KURRANT AI NOR ANY THIRD PARTY PROVIDING SUCH DATA CAN GUARANTEE THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE UNDERLYING DATA, ANY CONTENT OR ANY PROJECTIONS BASED THEREON. YOU MUST VERIFY ALL INFORMATION.
KURRANT AI AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND CONSULTANTS (COLLECTIVELY, "KURRANT AI GROUP") MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM OR ITS CONTENTS. ADDITIONALLY, KURRANT AI GROUP EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT; (B) OF ADEQUACY, ACCURACY, TIMELINESS AND COMPLETENESS OF CONTENT OR RESULTS; (C) ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (D) OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.
XIV. Limited Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, KURRANT AI GROUP SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR USER AGREEMENT OR YOUR USE OF THE PLATFORM OR ITS CONTENTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION.
THE AGGREGATE LIABILITY OF KURRANT AI FOR ANY AND ALL CLAIMS UNDER THIS USER AGREEMENT AND THE AGREEMENT IS LIMITED TO DIRECT DAMAGES THAT SHALL NOT EXCEED THE AMOUNT PAID BY THE SUBSCRIBER UNDER THE AGREEMENT FOR ACCESS TO THE PLATFORM DURING THE TWELVE (12) MONTHS BEFORE THE CAUSE OF ACTION AROSE. FOR SUBSCRIBERS WHOSE ACCESS TO THE PLATFORM IS PROVIDED FREE OF CHARGE, KURRANT AI'S LIABILITY IS LIMITED TO DIRECT DAMAGES UP TO USD$1,000.00.
XV. General
i. Choice of Law
This User Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction and venue in the state and federal courts sitting in New York County, New York for any and all disputes, claims and actions arising from or in connection with the Platform, its Content and this User Agreement.
ii. Arbitration
You agree that you will use your best efforts to amicably resolve any dispute arising out of or relating to this User Agreement. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in the City of New York, N.Y., USA. You shall bear your own costs and expenses and an equal share of the arbitrators expenses and administrative fees of arbitration.
iii. Notices
Any notice under this User Agreement shall be in English, in writing via electronic delivery and shall be deemed to be given upon receipt. Notices to Kurrant AI shall be sent to notices@kurrant.ai.
iv. Entire Agreement
This Agreement, along with all attached addendums or referenced documents, may be executed in counterparts, all of which taken together constitute one agreement and the entire understanding of the Parties. This User Agreement supersedes and terminates all prior representations, warranties and agreements, written or oral, regarding the subject matter of this Agreement. In the case of a conflict between any referenced documents in this Agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this User Agreement (2) the Agreement, and (3) any other documents referenced in this Agreement.
v. Severability
If one or more of the provisions contained in this User Agreement is held invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
vi. No Waiver
Failure or delay by Kurrant AI to exercise any right, remedy, power or privilege hereunder will not operate as a waiver. Any waiver must be in writing and signed by the party granting such waiver in order to be effective.
vii. No Assignment
This User Agreement or obligations will not be assigned or transferred to any other third party without the express written consent of Kurrant AI. Kurrant AI may assign this Agreement and the User Agreement, in whole or in part, at any time without prior notice.