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.

1. 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 ai (“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.
2. 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 herby acknowledges 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.
3. 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.
4. 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 these Terms, (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 protected], in which case we will use commercially reasonable efforts to respond within a reasonable time.
5. Customer Data and End User Data.
   • Subject to the confidentiality obligations herein, you hereby grant us a royalty-free, fully-paid, irrevocable, non-exclusive license to use, process, display, copy and store the Customer Data solely in order to: (i) to provide the Service to you in accordance with these Terms; (ii) to administer and make improvements to the Service; and (iii) to collect and analyze anonymous information. You acknowledge that the Service does not operate as an archive or file storage service. You are solely responsible for the backup of Customer Data, and you alone can implement back up plans and safeguards appropriate for its requirements. “Customer Data” means raw data provided by you and your permitted End Users or on their behalf to us solely for the purpose of and in connection with using the Service. You shall own all rights, title and interest in and to all of the Customer Data. You represent and warrant that it owns or has obtained the rights to all of the rights subsisting in the Customer Data and you have the right to provide us the license granted herein to use such Customer Data in accordance with these Terms. You shall have sole responsibility for the reliability, integrity, accuracy and quality of the Customer Data.
   • You represents and warrants that: (i) you own or have obtained the rights to all of the intellectual property rights subsisting in the information provided by the End Users, when such End Users use the Service (“End User Data”), and you have the right to provide us with the right to use such End User Data in accordance with these Terms (including obtaining any applicable consents or notice requirements); (ii) the End User Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy or publicity rights of any End Users; and (iii) by using the Service, you hereby acknowledge and agree that your End Users 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 may sent to and/or accessed by the End User manager or any other supervisor; you hereby represent that you will obtain all the required consents from your End Users for such activity. You shall remain solely responsible and liable for the End User Data and expressly releases us from any and all liability arising from our use of the End User Data as permitted herein.
6. You acknowledge and agree that your use of the Service, including, without limitation, any information transmitted to or stored by Second Nature, is governed by the Second Nature Privacy Policy at www.secondnature.ai/privacy_policy.html (“Privacy Policy”). You hereby warrant and represent that (a) you will provide all appropriate notices, and have obtained and will maintain all required informed consents and licenses and will maintain all ongoing legal bases; and (b) you will comply at all times with any and all applicable privacy and data protection laws and regulations (including, without limitation, the EU General Data Protection Regulation (“GDPR”)), for allowing us to use and process the data in accordance with these Terms (including, without limitation, the provision of such data to us (or access thereto) and the transfer of such data by us to our affiliates, subsidiaries and subcontractors, including transfers outside of the European Economic Area), for the provision of the Service and the performance of these Terms. To the extent that you need a data processing agreement, you shall request us to provide you with our Data Processing Agreement (“DPA”) and shall return such DPA signed to us. In the event you fail to comply with any data protection or privacy law or regulation, the GDPR and/or any provision of the DPA, and/or fails to return an executed version of the DPA to us, then to the maximum extent permitted by law, you shall be solely and fully responsible and liable for any such breach, violation, infringement and/or processing of personal data without a DPA.
7. Confidential Information. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (“Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. The obligation of confidentiality shall not apply to information which is: (i) publicly available through no action or inaction of the receiving party; (ii) is known by the receiving party at the time of disclosure as evidenced in writing; (iii) is rightfully obtained from a third party who has the right to disclose it on a non-confidential basis; or (iv) independently developed by the receiving party without reliance on the confidential information of the disclosing party. A party may also disclose Confidential Information of the other party to the extent such information is required by law, government order or request to be disclosed (provided that the receiving party shall give written notice to the other party prior to such disclosure and an opportunity, at the objecting party’s expense, to take legal steps to resist or narrow such request). The parties’ obligations with respect to Confidential Information shall expire 5 years from the date of termination or expiration of these Terms, unless a longer period of protection applies under applicable law, either as trade secret information or otherwise. Without derogating from any other remedies available under applicable law or agreement, either party shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the obligations set forth in this Section. Upon the expiration or termination of these Terms, the receiving party must cease all use of Confidential Information received hereunder and return or destroy all such Confidential Information, as directed by the disclosing party, including all copies thereof (irrespective of whether such copies were furnished by the disclosing party or were prepared by the receiving party), and, if destroyed, furnish the disclosing party with written certification of destruction.
8. Proprietary Rights. 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. If you contact us with any suggestions or feedback data regarding the Service, which may include suggestions for, or feedback concerning, customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions, such feedback shall be deemed to be our sole property and you hereby irrevocably transfers and assigns to us all intellectual property rights in such feedback and waives any and all moral rights that you may have in respect thereto.
9. 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 (“InitialTerm”). 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.
10. 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.
11. 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.
12. 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, 7, 8, 12, 14-19, 21 and 23 shall survive termination of these Terms.
13. Fees
    • 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.
14. Free Trial. Second Nature may offer a free, no-obligations trial period of the Service, as will be agreed by us (“Trial Period”). You acknowledge and agree that these Terms is 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, any of the representations, warranties or other obligations of Second Nature hereunder shall not apply, and the Service is provided on “as-is” basis; and (b) may send you, subject to your consent (with the ability to opting out), communications and other notices about the Service to your email address. Second Nature reserves the right to modify, cancel and/or limit the Trial Period offer at any time. Second Nature also reserves the right to add promotions with respect to the Services and withdraw such promotions, at Second Nature’s discretion. In any event, once the Trial Period was completed and you will choose to enter into a commercial engagement with us, these Terms shall remain in effect until the end of the Term.
15. 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. YOU ACKNOWLEDGE AND WILL MAKE SURE THAT YOUR END USER ARE AWARE THAT THE FEATURE ENABLING YOU TO CREATE AN AI PERSONAS DOES NOT REFLECT THE OPINIONS OR VIEWS OF ANY “REAL-LIFE” PERSONA IT MAY RESEMBLE AND WE DO NOT ASSUME ANY RESPONSIBILITY FOR ANY CONSEQUENCES ARISING FROM THE USE OF SUCH FEATURE. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE UTILIZES AN AI TECHNOLOGY THAT MAY PRODUCE INACCURACIES OR ERRORS IN THE SERVICE, FEATURES AND/OR THE GENERATED INFORMATION AND RESULTS, INCLUDING MODEL ERRORS AND/OR WORDING ERRORS, AND WE ARE NOT RESPONSIBLE AND WILL NOT BE HELD LIABLE FOR ANY ERRORS OR INACCURACIES, INCLUDING BUT NOT LIMITED TO ANY OFFENSIVE LANGUAGE THAT MAY APPEAR WHILE YOU OR ANY OF YOUR END USERS USE THE SERVICE. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
16. 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.
17. 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.
18. 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.
19. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Second Nature without restriction.
20. 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.
21. 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.
22. Public Mention. We subject to compliance with your trademark usage guidelines, may disclose that you are an authorized user of our products or services on our website, provided however that we will seek your prior written consent before making any further disclosures about our relationship in any advertising, press, blog, promotion and similar public disclosures.
23. These Terms, the Order Form (if applicable) and the Privacy Policy, represent the complete agreement concerning the Service between you and Second Nature and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and an Order Form, these Terms shall prevail. Either party may use its standard business forms (such as purchase orders) or other communications to administer transactions under these Terms, but use of such forms is for the parties’ convenience only and does not alter the provisions of these Terms. Any terms or conditions that are preprinted in such forms or that are included in a quotation and/or order acknowledgement are null, void, and of no effect. we will not be bound by, and specifically objects to, any provision that is different from or in addition to the provisions of these Terms. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Second Nature, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.

Last updated: July 23, 2024