SECOND NATURE SERVICE TERMS AND CONDITIONS
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE SECOND NATURE SERVICE.
By selecting the box “I agree” or otherwise accessing and using the Second Nature Service (as defined below), you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively “you” or “your”), have read and understood and agree to comply with the terms and conditions below (“Terms”), and are entering into a binding legal agreement with Second Nature AI INC (“Second Nature”, “us”, “we” or “our”). You represent and warrant that you are at least 18 years old and, if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
- Description of the Service
The Second Nature AI based platform that trained sales teams and individuals to improve their performance (“Service”) is made available to you on a software-as-a-service (SaaS) basis through a web portal on our website (“Site”) and includes: (i) the software that you access via the Site; (ii) the products, services, and features made available or provided to you by Second Nature in connection with the Service; and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service.
- Subscription to the Service
Subject to your compliance with these Terms, and payment of applicable fees, Second Nature hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (as defined below) for your internal purposes only. If you are an organization purchasing the Service for use by end users, your subscription to the Service is limited to the number of your employees and other end users (if applicable) as designated in the Order Form (“End Users”). By using our Service you hereby acknowledge and agree that you may be recorded (voice and audio) and such records may be stored in our servers or third party services, including for example cloud providers, that we control, own, operate or with whom we have a contractual relationship, and if applicable, sent to and/or access by your manager or any other supervisor. In addition, as an organization, you hereby represent that you obtained all the required consents from your End Users for such activity. You hereby acknowledge and agree that Second Nature may: (i) compile statistical and other information related to the performance, operation and use of the Service; (ii) use data from the Service in an anonymized aggregated form to create statistical analyses, and for research and development purposes (collectively the “Usage Data”). Such Usage Data does not contain or constitute personal data, and you hereby agrees that Second Nature may make Usage Data available in a form that does not identify you or any individual; and (iii) ask the End Users to complete a review and/or survey with respect to the Service, such request may be sent by Company’s third party service provider. You hereby agree and undertake that you will be responsible for obtaining your End Users consent (in accordance with the applicable law) to file such review and/or survey. “Order Form” means Second Nature’s then current order form that you entered into with Second Nature while registering for the Service. Any references herein to End Users shall only apply to the extent applicable.
- Restrictions on Use
You must not, and shall not allow a permitted End User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates (if applicable), or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at Second Nature’s sole discretion) an unreasonable or disproportionately large load on the Second Nature infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure, or alter Second Nature’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Second Nature’s own without Second Nature’s prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications; and/or (xi) use the Service in any unlawful manner or in breach of these Terms. To the extent applicable, you agree to remain liable to Second Nature for any act or omission of an End User that would constitute a breach of these Terms if such acts or omissions were by you.
- In order to use the Service, you have to create an account (“Account”). You must not allow anyone other than yourself or, if applicable, a permitted End User to access and use your Account (each End User shall have its own sub-Account). You acknowledge and agree (i) not to exceed the aggregate number of authorized End Users designated in the Order Form unless you first notify us in writing and pay Second Nature the required additional subscription fees; (ii) to provide accurate and complete Account and login information; (iii) to keep, and ensure that End Users keep, all Account and their Sub-Account login details and passwords secure at all times; (iv) to remain solely responsible and liable for the activity that occurs in connection with your Account or by your End Users under this Agreement, (v) that the login details for each End User may only be used by that End User, and that multiple people may not share the same login details; and (vi) to promptly notify Second Nature in writing if you become aware of any unauthorized access or use of your Account, if applicable any sub-Account, or the Service. You may cancel your Account at any time by sending a cancellation request to us at email@example.com in which case we will use commercially reasonable efforts to respond within a reasonable time.
- Title and full, exclusive ownership rights of the Service (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and Second Nature’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary of Second Nature (or its third party licensors). “Second Nature”, the Second Nature Logo, and other marks are Marks of Second Nature or its affiliates.
- These Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Service; or (ii) the date that we receive payment of any applicable Service subscription fee, and shall continue until expiration of the subscription period. Thereafter, subject to your payment of any applicable Service subscription fees, these Terms shall automatically renew for successive subscription periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), or until these Terms are terminated in accordance with the section herein entitled ‘Termination’. If you continue to use the Service past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term.
- Free Trial Period
We may offer a free, no-obligations trial period of the Service (“Trial Period”). The Trial Period, if any, shall commence on the date that you commence access or use of, as applicable, the Service and will conclude at the end of the trial period displayed on the Site, or sooner if: (i) you upgrade your Account by beginning to pay the applicable fees for the Service; or (ii) your use of the Service is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Period and that Second Nature: (a) does not make any commitments in connection with the Service during the Trial Period; and (b) may send you, subject to your opting out, communications and other notices about the Service to your email address. We reserve the right to modify, cancel and/or limit this Trial Period offer at any time.
- Without derogating from your obligation to pay the subscription fees, you may terminate these Terms at any time by cancelling your Account. We may stop to provide the Service to you at any time, including without limitation in the event that you breach these Terms.
- Effect of Termination
Upon termination of these Terms, you will lose all access to the Service and to any data that we may be storing on your behalf. It is your responsibility to download your data prior to canceling your Account or any termination of these Terms. Notwithstanding the foregoing, for a period of 30 days from the effective date of termination of these Terms we will provide you, upon your written request, with a reasonable opportunity to download your data at a time nominated by us. We reserve the right to permanently delete from our (or our third party service provider’s) servers any data that may be contained in your Account at any time following said 30 day period. We do not accept any liability for any termination of the Service or data that is deleted in connection thereto. Sections 3, 6, 10, 12-16, 18 and 19 shall survive termination of these Terms.
- Your access to and use of the Service is subject to up-front payment in full of the subscription fees set forth in Site and\or the Order Form, as applicable. You acknowledge that the subscription fee during any Renewal Term will, unless set forth in the Site and\or the Order Form (as applicable), be determined by Second Nature’s then-current subscription fees.
- Unless otherwise stated, all fees stated, and shall be paid, in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are as set forth in the Site and\or the Order Form, as applicable.
- Warranty Disclaimer
The Service is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve your intended results. SECOND NATURE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECOND NATURE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. SECOND NATURE DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE. YOUR USE OF AND RELIANCE UPON THE SERVICE CONTENT AND YOUR DATA AND ANY MARKETPLACE MATERIALS IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND SECOND NATURE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
- Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SECOND NATURE SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SECOND NATURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SECOND NATURE FOR ANY DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICE DURING THE 6 MONTHS PRIOR TO BRINGING THE CLAIM.
- You agree to defend, indemnify and hold harmless Second Nature and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (i) your use of the Service; and/or (ii) your breach of these Terms.
- We reserve the right to access, store, read, preserve, and disclose any information that we obtain in connection with the Service as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your support requests; and/or (v) protect the rights, property or safety of Second Nature, its users or the public.
- These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Second Nature without restriction.
- We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.
- Governing Law and Disputes
- These Terms shall be governed by the laws of the State of New York, without reference to its conflict of laws rules.
- The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in New York, New York, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Second Nature reserves the right to seek injunctive relief in any court of competent jurisdiction.
Last updated: 09 November 2021