Terms Of Service - 4-Eyes.ai

Welcome to 4-Eyes.ai. By using our services, you agree to comply with and be bound by the following terms and conditions (the "Agreement"). This Agreement is effective as of the date you start using our services.

TERM AND TERMINATION
1. The term ("Term") of this Agreement shall begin on the date you first use our services and continue until terminated in accordance with Section 1.2 below.
2. Either party may terminate this Agreement at any time with or without cause by providing written notice to the other party. Termination will be effective immediately upon delivery of such notice. In the event of termination, you agree to cease all use of our services.
3. Upon termination, (a) 4-Eyes.ai shall not (and shall not permit any third party to) access or use your data unless expressly licensed by you, and (b) you shall not (and shall not permit any third party to) access or use any of 4-Eyes.ai’s services. Any data that you have provided to 4-Eyes.ai as part of the provision of services will remain your property.
SERVICES
1. Description of Services. The services provided by 4-Eyes.ai ("Services") will be described on our website or in any other documents, such as schedules, statements of work, order forms, or work orders, as applicable. These documents will describe the services, applicable fees, and any other terms agreed to by the parties.
2. Change to Services. 4-Eyes.ai reserves the right to modify or discontinue any services at any time without notice. We will notify you of any material changes to the services via our website or through other electronic communication.
PRICING AND PAYMENT.
1. The pricing for 4-Eyes.ai services will be set forth on our website or in any applicable schedules. All fees are exclusive of applicable taxes.
2. Payment Terms. Unless otherwise specified, all fees are due and payable within thirty (30) days from the date of invoice. If you dispute any portion of an invoice, you must notify 4-Eyes.ai in writing within thirty (30) days of the invoice date.
PROPRIETARY RIGHTS.
1. Company Intellectual Property. You retain all rights, title, and interest in and to any data you provide to 4-Eyes.ai ("Company Data"). 4-Eyes.ai shall have no rights in Company Data except as expressly granted in this Agreement.. ai owns and retains all right, title and interest (including without limitation all intellectual property rights) in any data, technology, infrastructure, methods or know-how (excluding Company Data) in providing its Services.
COMPANY DATA TESTING AND CCPA SERVICE PROVIDER DISCLOSURE
1. Testing Company Data 4-Eyes.ai may use Company Data internally in order to perform quality control and improve the functionality of its core Services. Such internal uses shall include enhancements of existing Services received by Company.
2. CCPA Service Provider Disclosure In light of the California Consumer Privacy Act of 2018 (as amended from time to time, the “CCPA”) and to ensure that adequate contractual terms are in place between the Parties to comply with the CCPA, the Parties acknowledge and agree that, for the services provided, 4-Eyes.ai is a service provider processing Personal Information on behalf of Company.
3. Confidential Information. During the Term, the Parties may disclose certain confidential or proprietary information (“Confidential Information”), including, without limitation: (i) with respect to Company, Company’s intellectual property, Company Data, tapes, mailing lists, product designs, business and marketing plans, and product strategies; (ii) with respect to ai, 4Eyes.ai’s intellectual property, pricing information, designs, capabilities, specifications, solution design documents, flowcharts, presentations, and analysis reports or results from testing of its Services, as well as any information of 4Eyes.ai’s clients, prospects, or vendors that is stored and used within a 4Eyes.ai facility; (iii) the terms and conditions of this Agreement, including pricing information, which shall be the Confidential Information of both Parties; and (iv) any other materials marked or reasonably considered “confidential” or “proprietary.” Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the party receiving the information; (ii) was in the lawful possession of the party receiving the information prior to the disclosure and had not been obtained either directly or indirectly from the party disclosing the information; (iii) is, insofar as is known to the party receiving the information, lawfully disclosed by a third party without restriction on disclosure; or (iv) has been or is independently developed by the party receiving the information without use of, or reference to, Confidential Information of the other Party.
4. Each receiving Party shall: (i) hold the disclosing Party’s Confidential Information in strict confidence; (ii) except as required by any court or regulatory or government agency pursuant to a written court order, subpoena, deposition, regulatory or civil investigation demand, or other process of applicable local, state or international law (collectively, “Law”), not disclose such Confidential Information to any third party or use it for any purpose other than as specifically authorized by the disclosing Party; and (iii) employ commercially reasonable steps to protect the disclosing Party’s Confidential Information from unauthorized or inadvertent disclosure, including those steps that it takes to protect its own proprietary information. Each receiving Party may disclose the disclosing Party’s Confidential Information only to those of its and its affiliates’ respective directors, officers, employees, agents, representatives or advisors (including without limitation, legal counsel, accountants, auditors or consultants) (collectively, “Representatives”) on a “need to know” basis and only to the extent necessary to enable the Parties to adequately perform their respective responsibilities to each other. Each receiving Party hereby undertakes to ensure the individual compliance of such Representatives with the terms hereof. No copies of any Confidential Information may be made by a receiving Party except as necessary to perform its obligations pursuant to this Agreement. Confidential Information may not be translated into another format or language, or decompiled or reverse engineered without the disclosing Party’s prior written consent. Upon termination of the Agreement for any reason, each receiving party shall destroy all Confidential Information of the disclosing party and any copies thereof. Following any such destruction, each receiving party shall promptly confirm in a writing (email being sufficient) that it has fully complied with the requirements of this Section.
5. Injunctive Relief. The Parties acknowledge that a Party’s breach of Section 6.1 and 6.2 may result in irreparable harm and significant injury to the other Party and its clients and/or partners that may be difficult to ascertain. The non-breaching Party will have the right to seek, in addition to any other remedies that may be available to the non-breaching Party at law or in equity (including an award of attorneys’ fees where it is a prevailing Party), an immediate injunction in the event of any breach of Section 6.1 or 6.2 without posting bond.
6. Unauthorized Disclosure. Each Party will, as soon as reasonably practical after discovery, report to the other Party any unauthorized disclosure or access to the other Party’s Confidential Information, subject to any reasonable restrictions placed on the timing of such notice by a law enforcement or regulatory agency investigating the incident, and take all reasonable measures to prevent any further unauthorized disclosure or access.
7. Mandated Disclosure. If a receiving Party is requested or required to provide Confidential Information of a disclosing Party to any court or regulatory or government agency pursuant to a written court order, subpoena, deposition, regulatory or civil investigative demand, or other process of Law and such disclosure, “Mandated Disclosure”), the receiving Party must: (i) unless prohibited by applicable Law, provide the disclosing Party with prompt written notice and reasonable cooperation if a protective order is sought; (ii) take reasonable steps to limit any such disclosure only to the Confidential Information required to be compliant with the Mandated Disclosure; and (iii) continue to otherwise protect all Confidential Information disclosed in response to such Mandated Disclosure.
8. Unless expressly authorized in a Schedule, Company must encrypt any PII, using industry standard encryption measures, before transferring such information to 4Eyes.ai over a public network or on physical media.
9. Prohibited Data. Unless expressly authorized in a Schedule, Company shall not provide to 4Eyes.ai, or permit any third party to provide to 4Eyes.ai on Company’s behalf, any of the following information (“Prohibited Data”): (i) a government-issued identification number (g., Social Security Number, driver’s license number, state identification number, or passport number); (ii) a financial or customer account number, including financial institution or bank account number or a credit or debit card number; (iii) information regarding an individual’s known sexual orientation, religion, or health or medical condition, including Protected Health Information, as defined in 45 CFR 160.103, or any sensitive personal data or special categories of personal data as defined by applicable data protection law; (iv) unique biometric data or digital representation of biometric data; (v) an individual’s full date of birth; (vi) maiden name of the individual's mother; (vii) individual's digitized or other electronic signature; (viii) a user name, email address or other unique electronic identifier or routing code, which is sent in combination with a personal identification code, password, or security question and answer that would permit access to an online account, or (ix) any data associated with an individual under the age of eighteen. If Company should transfer Prohibited Data to 4Eyes.ai in violation of this Section, Company shall immediately notify 4Eyes.ai and inform 4Eyes.ai of the date, time, and other pertinent information related to the transfer so 4Eyes.ai may take the steps necessary to remove the Prohibited Data from its systems.
10. Prohibited Uses. Company shall not use 4Eyes.ai’s Services to send or facilitate any advertising for (i) adult entertainment, i.e., pornography, (ii) firearms (iii) illegal gambling, and/or (iv) any other product or service that is illegal in the locality in which it is sent or received, including without limitation to discriminate on the basis of race, gender, religion, sexual orientation, or in any way that could be deemed unfair under applicable law . Further, Company shall not use 4Eyes.ai’s Services for the purposes of (v) employment eligibility, (vi) credit eligibility, (vii) health care eligibility, or (viii) insurance eligibility underwriting and pricing.
11. Mutual Warranties. Each Party represents and warrants to the other that: (i) it has full power and authority to enter into and perform the Agreement; (ii) the execution and delivery of the Agreement have been duly authorized; (iii) its entry into this Agreement does not violate any law, statute, or regulation and does not breach any other agreement or covenant to which it is a party or is bound; (iv) its Confidential Information has been legally obtained; (v) the provision of its Confidential Information to the other does not violate any laws or agreements with third parties; and (vi) it will otherwise comply with all applicable laws, rules, and regulations. Furthermore, each Party represents and warrants to the other Party that it shall promptly (and in all cases, within 72 hours) notify the other Party of any access or acquisition of such Party’s data or information, and to provide (at such Party’s own expense) reasonable cooperation in investigations, determining and resolving any such access or acquisition of data.
12. ai Warranties. 4Eyes.ai warrants that: (i) it has the necessary equipment, computer capacity, software, programs, and trained personnel to properly perform the Services consistent with standard industry practices; (ii) it will perform the Services in a professional and competent manner; (iii) except with Company’s prior written consent, it shall not, and shall not authorize or contract with any third party to, resell, lease, assign, rent, sublicense, distribute, transfer, disclose, time-share, or otherwise share Company Data for any purposes other than fulfilling its obligations hereunder.
13. Company For any data about a consumer or individual disclosed to 4Eyes.ai by Company or by a third party on Company’s behalf, Company represents and warrants that: (i) it fully owns or has the authority to use the Company Data as set forth in this Agreement and any Schedule, and that in obtaining or collecting Company Data, it did not violate any applicable law or regulation, or the rights of any third party, (ii) it shall not instruct 4Eyes.ai to process or to take any other action with such data Company knows or should reasonably know would violate an applicable law, Company’s own published privacy policies, or any other published privacy policies or notice and disclosure statements under which such data was collected, (iii) it has complied with all user requests, including without limitation, requests to opt out of the placement of cookies on users browsers and requests to access user information, and it shall inform 4Eyes.ai of any such requests within a reasonable time period during the course of this Agreement, (iv) except with 4Eyes.ai’s prior written consent, it will not resell, lease, rent, sublicense, distribute, or transfer 4Eyes.ai’s Services, or any other rights granted in this Agreement or any Schedule, and (v) it shall not attempt to re-identify or otherwise reverse engineer the data it receives in connection with the implementation of this Agreement, including without limitation to derive personal information from, or merge personal information with, any non-personal information provided by 4Eyes.ai.
14. Except as stated in this section or in a schedule, there are no other warranties hereunder, express, or implied, including any warranties of the merchantability or fitness for a particular purpose, or, with respect to data, accuracy, completeness, or currentness and the service and all content is provided to company strictly on an “as is, as-available” basis.
15. Suspension of Performance. Either Party may suspend or discontinue the performance of the Services if, in its reasonable judgment, the performance of the Services would violate any applicable law, rule, regulation. Such action shall not constitute a default under this Agreement. The Parties will use commercially reasonable efforts to implement an alternative method of performing the Services. If an alternative method cannot be reasonably implemented, ai will refund any fees prepaid by Company for Services not performed.
4Eyes.ai’s primary obligation and Company’s first remedy for any claim of defective Services is for 4Eyes.ai to correct, re-perform, or re-deliver, as applicable, the Services in question without charge or, if re-performance is commercially impracticable, to refund the price paid by Company for such Services. Company must provide written notice to 4Eyes.ai of any such claim in sufficient detail with any necessary backup information or documents.
LIMITATION OF LIABILITY.
1. Indirect Damages. Neither party shall be liable for any indirect, incidental, special, or consequential damages (including loss of income, revenue, profits, or goodwill, but not including any fees payable hereunder), even if a party has been advised of the possibility of such damages in advance.
2. Aggregate Liability.

Except as otherwise expressly provided in section 9.2(b) below, ai’s aggregate liability to company for damages that arise out of or are related to this agreement or any applicable amendment shall be limited to three (3) times the average monthly fees paid by company under the schedule(s) to which such liability relates.
4Eyes’s aggregate liability to company for damages resulting from the unauthorized access to, or impermissible disclosure of, a party’s confidential information shall not exceed two times the total fees paid/payable by company to ai during the twelve (12) months immediately preceding the event that gave rise to such liability. if such damages include the cost of consumer notification or credit monitoring, 4Eyes.ai shall be liable for such damages (subject to the foregoing limitation) only if notice or credit monitoring is required by law or regulation.
1. Exclusions and Miscellaneous. The limitations in this Section: (i) shall not apply to a Party’s indemnification obligations set forth in Section 10 or to damages resulting from a Party’s gross negligence or intentional misconduct; and (ii) shall apply regardless of the legal theory or form under which any action is brought. Each Party shall have a duty to mitigate damages for which the other Party is responsible.

1. Each Party (“Indemnifying Party”) agrees to indemnify and hold the other Party, its agents, and its Representatives (“Indemnified Party”) harmless from and against any third-party claim, action, or liability (including damages, costs, expenses, and reasonable attorneys’ fees) that may arise against the Indemnified Party as the result of: (i) personal injuries or damages to tangible real property caused by the Indemnifying Party’s Representatives; (ii) the Indemnifying Party’s failure to comply with all applicable laws and regulations; or (iii) the misappropriation or misuse of the Indemnified Party’s Confidential Information by the Indemnifying Party.
2. Infringement.

Except as provided below, each Party shall defend and indemnify the other from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of any third party claim that the materials provided to it by the indemnifying party pursuant to this Agreement (including any Company-provided data or other content or Confidential Information) infringes a valid patent, trademark or copyright, or misappropriates a trade secret of a third party, provided that: (i) the indemnified party has provided prompt written notice of such claim and reasonable cooperation, information, and assistance in connection therewith, and (ii) the indemnifying party shall have sole control and authority with respect to the defense, settlement, or compromise of any such claim.
Should the Services, or any part thereof, become, or in ai’s opinion, be likely to become, the subject of a claim of infringement, 4Eyes.ai may, at its option and expense, either procure for Company the right to continue using the Services or replace or modify the Services so as to make them non-infringing. If replacement or modification is not possible or is commercially unreasonable, Company will receive a pro rata refund of the fees paid to 4Eyes.ai with respect to the particular Services that are the subject of such claim.
Section 10.2(a) and Section 10.2(b) state the entire liability of ai and the sole and exclusive remedy of Company with respect to any claim of infringement. Neither Party shall have any liability or obligation to the other for any infringement claim to the extent caused by or based upon: (i) the combination of materials with other products or services not furnished or authorized by the Party providing the materials; or (ii) additions or modifications made to the materials after delivery that are not made by the Party providing the materials or authorized by this Agreement.
1. Indemnification Procedure. The Indemnifying Party shall have the right to exercise reasonable control over any litigation within the scope of this indemnity; provided, however, that the Indemnified Party shall have the right to participate in any such litigation insofar as it concerns claims against it. That right to participate includes the Indemnified Party’s right to select and retain counsel to represent it at the Indemnified Party’s own expense. No Party shall have any obligation to defend or indemnify the other Party pursuant to this Section if the indemnifying party is not notified promptly of the claim and is materially prejudiced thereby. The Indemnified Party shall cooperate to the extent necessary in the defense of any claim within the scope of these indemnities.

4Eyes.ai may include Company on its client list in presentations, white papers, or reports made to shareholders, clients, potential clients, and stock analysts, or in its 4Eyes.ai Holdings, Inc.’s annual Form 10-K filing with the Securities Exchange Commission, provided no representation, express or implied, is or will be made as to Company’s opinion of 4Eyes.ai’s Services. Any proposed press releases, advertising, or other promotional materials that use the other Party’s name or trademark must be sent to the other Party for approval, which shall not be unreasonably withheld. 4Eyes.ai may publish a case study about Company's use of the 4Eyes.ai Services, subject to prior Company written approval.
1. Applicable Law. This Agreement is governed by applicable Florida law without regard to its choice of law rules. Any dispute between the Parties shall be resolved exclusively in the state or local courts located in San Pinellas County, Clearwater, to which jurisdiction both Parties irrevocably submit.
2. Change in Law. The Parties acknowledge that: (i) the state of the law with respect to privacy, including without limitation, behavioral advertising, contextual advertising, cookies, personal information, and informational privacy is unsettled; and (ii) subsequent to the Effective Date, new or changes in existing applicable local, state, federal, and international laws, rules, and regulations (a “Change in Law”) may limit or prohibit the delivery of, access to, or use of Company Data or other activities as contemplated under this Agreement. Neither Party makes any representations or warranties with respect to such Change in Law.ai may update the terms of the Agreement from time to time to include such obligations to Change in Law by providing prior notice of those updated terms to Company in writing. Company agrees to comply with those obligations, which will become effective on the later of (i) the date mandated by Change in Law or (ii) thirty (30) days after the date of 4Eyes.ai’s written notice.
3. Conflicting Provisions. In the event of conflicting provisions between this Agreement and any Schedule the terms of the Schedule shall control and resolve the conflict, unless specifically stated otherwise in the Agreement.
4. Severance and Waiver. If any one or more of the provisions of this Agreement or a Schedule shall for any reason be held to be invalid or unenforceable, the same shall not affect any of the other portions thereof. Failure or delay by either Party in exercising any right hereunder shall not be a waiver of such right.
5. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other party, which shall not be unreasonably withheld or delayed; provided, however, that no consent shall be required for assignment by either party: (i) to an Affiliate or other entity under common control with such party; or (ii) in connection with a direct or indirect purchase, merger, reorganization, consolidation or sale of all or a portion of the assigning party’s assets. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
6. No Third Party Beneficiaries. This Agreement is solely on behalf of and for the benefit of the undersigned Parties. There are no intended third party beneficiaries to this Agreement.
7. Relationship. The Parties agree that they are independent contractors, and that no joint venture, partnership, employment or agency relationship exists between the Parties as a result of this Agreement.
8. Force Majeure. If performance of any obligation hereunder is prevented or interfered with by reason of fire, strike or labor disputes, war or violence, law, proclamation, regulation, or requirement of a government agency, or another act or condition beyond the reasonable control of a Party, that Party upon giving prompt notice to the other Party shall be excused from such performance during such occurrence to the extent performance is not possible.
9. Except as otherwise provided by law, any notice or other communication required hereunder shall be made by electronic mail and deemed to be received upon transmission. A Party may change the name or address of the designated recipient by giving notice to the other Party. Any notice or communication shall be deemed given upon receipt.

If to ai, notices or other communications required hereunder shall be sent to legal@4-eyes.ai; and,
If to Company, notices or other communications required hereunder shall be sent to the email address of the person executing this Agreement or such other email address as may be provided by Company under an applicable SOW or Work Order.
1. Survival of Terms. Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement, including all provisions with respect to confidentiality, limitation on liabilities, and indemnification, shall survive any termination or expiration of this Agreement and continue in full force and effect.
2. Headings, Good Faith, and Counterparts. The descriptive headings of the sections of this Agreement and any Schedule are for convenience only and do not constitute a part of this Agreement. With respect to all of their respective dealings under this Agreement, each Party will act fairly and in good faith, and in the event of a dispute arising under this Agreement or any Schedule, each Party agrees to engage first in a business meeting to resolve the dispute. This Agreement and any Schedule may be executed in any number of counterparts, including via the exchange of .pdf or facsimile copies or by the use of a mutually agreeable electronic signature authentication program, each of which may be executed by less than all of the Parties hereto and shall be enforceable with respect to the Parties actually executing such counterparts.
3. Entire Agreement. The Agreement, together with the Schedules, constitutes the entire agreement between the Parties with respect to the subject-matter hereof and supersedes any and all written or oral prior agreements and understandings between the Parties.

DEFINITION
1. Topics Under Management (TUM). Refers to the specific management of custom topics submitted to the API within a given month. All topics that are being managed at that given time are included in monthly topics under management. This is calculated as the number of topics with unique audience ids with both identifier data and segment data.