Terms of Service

IMPORTANT – BY SIGNING THESE TERMS OF USE (THE “TERMS”), OR CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, ON BEHALF OF YOURSELF OR YOUR ORGANIZATION (“YOU” OR “YOUR”), ARE ENTERING INTO A LEGAL AGREEMENT WITH ASK-Y Inc. (“ASK-Y”, “WE”, “US”, OR “OUR”) (YOU AND ASK-Y EACH, A “PARTY” AND COLLECTIVELY, THE “PARTIES”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THESE TERMS (THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”). TO THE EXTENT THAT THE PARTIES HAVE NEGOTIATED AND ENTERED INTO A SEPARATE AGREEMENT IN CONNECTION WITH THE ACCESS OR USE OF THE SOLUTION, THEN THESE TERMS SHALL NOT APPLY, EVEN IF YOU ARE REQUIRED TO CLICK “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON AFFIRMING YOUR CONSENT TO THESE TERMS. TO THE EXTENT THAT YOU AGREE TO THESE TERMS BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, 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. By checking the box for the acceptance of these Terms or otherwise accepting these Terms, or accessing and using the Solution (as defined below), you acknowledge that you (a) have read and understood and agree to comply with the Terms, (b) are at least eighteen
(18) years old or of the legal age of majority in your jurisdiction, (c) represent and warrant that you are not a competitor of ASK-Y, and (d) confirm that you have read and understood the privacy policy located here, which is hereby incorporated into these Terms by reference (“Privacy Policy”), and agree that Personal Information (as defined in the Privacy Policy) collected by ASK-Y in connection with the Solution, shall be processed in accordance with the then-current Privacy Policy. We reserve the right to unilaterally amend these Terms at any time by posting the modified version here. In such cases, we will provide you with notice through a pop-up or banner within the Solution, by sending an email (or other written notice) to you, or through other similar mechanisms. The modified Terms shall become effective and binding seven (7) days following such notification (unless the notification specifies a later effective date).

Subscription

  1. Subscription. Subject to the terms and conditions of these Terms, ASK-Y hereby grants you a limited, worldwide, non- exclusive, non-sublicensable, non-transferable and revocable right to remotely access (i.e. on a software as a service basis) and/or use ASK-Y‘s solution, through a web portal accessible via the ASK-Y website (the “Solution”). The above subscription is subject to the applicable Subscription Scope, and you shall not use any technical or other means within, or external to, the Solution to exceed or circumvent the Subscription Scope. “Subscription Scope” means any usage or consumption limitations and parameters (for example, number of results, duration, number of models, available features and functionalities, etc.) made available to you by the ASK-Y as part of your registration to the Solution.
  2. Term and Termination. These Terms are effective until terminated by ASK-Y or you. ASK-Y, at its sole discretion, has the right to terminate these Terms and/or your access to the Solution, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). ASK-Y shall not be liable to you or any third party for termination of the Solution or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Solution in any way, your only recourse is to immediately discontinue your use of the Solution. Upon termination of these Terms, you shall cease all use of the Solution.
  3. Access and Registration. To access the Solution, you must register according to our procedures and provide us with certain information (such as identification or contact details) as part of the registration process. Any registration information that you give to us must be accurate and up-to-date, and you will promptly update such information in the event of any changes. Once registered, you will be issued certain access credentials to access the Solution. You must keep the access credentials confidential, and you may not make the access credentials available to others. You are responsible for all activities that occur using your access credentials. You will not misrepresent or mask your identity or your credentials when accessing or using the Solution.
  4. Beta Mode. You acknowledge that the Solution is in a “beta” state of development and is provided on an “as is” and “as available” basis. The Solution is currently undergoing testing, and features and functionality of the Solution may not be fully implemented or refined. As with any beta version, there may be unresolved issues, and ASK-Y may not offer full or any technical support for the beta version of the Solution. The Solution is not intended to, and will not, operate as a data storage or archiving product or service.
  5. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of ASK-Y, you must not, and shall not allow any third party to, directly or indirectly: (i) copy, modify, create derivative works of, make available or distribute, publicly perform, or display any part of the Solution (including by incorporation into its Solution), or use the Solution to develop any service or product that is the same as (or substantially similar to) it; (ii) sell, license, lease, assign, transfer, pledge, rent, sublicense, or share your rights under these Terms with any third party (including but not limited to offering the Solution as part of a time-sharing, outsourcing or service bureau environment); (iii)  disclose the results of any testing or benchmarking of the Solution to any third party; (iv) disassemble, decompile, decrypt, reverse engineer, extract, or otherwise attempt to discover the Solution’s source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms); (v) remove or alter any trademarks or other proprietary right notices displayed on or in the Solution ; (vi) circumvent, disable or otherwise interfere with security-related features of the Solution or features that enforce use limitations; (vii) export, make available or use the Solution in any manner prohibited by applicable laws; and/or (viii) store or transmit any malicious code (i.e., software viruses, Trojan horses, worms, robots, malware, spyware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Solution.
  6. Payment. Your right to access and use the Solution is currently for free, however, ASK-Y may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of the Solution unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Solution.
  7. Intellectual Property Rights.
    7.1 The Solution is not for sale and is ASK-Y‘s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Solution (and any and all improvements, modifications and derivative works thereof) and any other deliverables or services provided by ASK-Y, are and shall remain owned solely by ASK-Y or its licensors. These Terms do not convey to you any interest in or to the Solution other than a limited right to use the Solution in accordance herewith. Nothing herein constitutes a waiver of ASK-Y‘s intellectual property rights under any law.
    7.2 It is understood that you may provide ASK-Y with suggestions and/or comments with respect to the Solution (collectively, “Feedback”). You further acknowledge that all rights, including intellectual property rights in such Feedback, shall belong exclusively to ASK-Y. You hereby irrevocably and unconditionally transfer and assign to ASK-Y all intellectual property rights it has in such Feedback and waive any and all moral rights that you may have in respect thereto. It is further understood that use of Feedback, if any, may be made by ASK-Y at its sole discretion, and that ASK-Y shall in no way be obliged to make use of the Feedback.
    7.3 Any anonymous information, which is derived from the use of the Solution (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or your use of the Solution) which is not personally identifiable information and which does not identify you (“Analytics Information”) may be used for, without limitation, providing the Solution, for development, publication, statistical purposes and for other legitimate business purposes. Such Analytics Information is ASK-Y’s exclusive property.
    7.4 As between the Parties, you are, and shall be, the sole and exclusive owner of all User Content. During the term of this Agreement, you hereby grant ASK-Y and its affiliates a worldwide, royalty-free, paid-up, non-exclusive, sublicensable (through multiple tiers of sublicensees) right and license to access and use, User Content, in any media format and through any media channels, for the purpose of providing the Solution, for development and/or improvement, and/or for statistical purposes (internally or externally) and for otherwise performing duties under this Agreement. “User Content” means any content, including but not limited to text, documents, descriptions, interactions, data, information, video clips, logos, icons, software, links, reports, files, images, graphics, or other content, that is submitted or uploaded to, transmitted through, or otherwise provided or made available to ASK-Y via the Solution, by or on behalf of you. You shall ensure that no User Content include or link to Sensitive Data, and represent and warrant that (i) no User Content infringes, misappropriates or violates or will infringe, misappropriate or violate, any rights (including Intellectual Property Rights and privacy rights) of any third party; (ii) no User Content violates any law or regulation of any government authority of competent jurisdiction; (iii) you are and shall be in compliance and have at all times complied with applicable laws, regulations and rules regarding your marketing activities, including, without limitation, any targeting and/or retargeting activities, and shall be solely and fully responsible and liable for any such activities; (iv) you have obtained and will maintain all required consents, licenses, rights and permissions and have acted in compliance with any and all applicable laws to provide, make available, and otherwise expose User Content to ASK-Y, its affiliates, and their service providers and authorize ASK-Y to use all intellectual property rights in and to your User Content to enable inclusion and use thereof as part of the Solution. For the purpose of this Section “Sensitive Data” means any (i) categories of data enumerated in Article 9(1) of the European Union’s General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS“); (iii) Nonpublic Personal Information (NPI) (as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations), (iv) Personal Health Information (PHI) data (as defined by the Health Insurance Portability and Accountability Act and its implementing rules and regulations); and/or (v) any data similar to the foregoing that is protected under foreign or domestic laws
    7.5 To the maximum extent permitted by law, ASK-Y shall have no liability to you with respect to the User Content, including, without limitation, liability with respect to: (i) any information (including confidential information) contained in or apparent from any User Content; and/or (ii) any copyright infringement claim or another infringement claim by a third party in relation to or in connection with the User Content. You acknowledge that the Solution does not operate as an archive or file storage service. You are solely responsible for the backup of User Content and other safeguards appropriate for your needs.
  8. AI Features.
    ASK-Y uses artificial intelligence (AI) tools and systems in the context of the provision of the Solution provided hereunder. You acknowledge and agree that the technology used by ASK-Y to provide the Solution is experimental, rapidly evolving, and may be subject to unexpected outputs and results. Any content or result produced by the Solution is provided on an “AS-IS” and “AS- AVAILABLE” basis, without warranties of any kind. The output generated by the AI and Solution may contain errors, omissions, inaccuracies, or content that does not accurately reflect real events, places, people, or facts. You understand and agree that ASK-Y shall have no liability for any mistakes, inaccuracies, omissions, offensive material, or any decisions or actions taken by you based on the outputs or results generated by the Solution or AI. Your reliance upon such outputs is at your sole risk and discretion. You are solely responsible for reviewing and verifying any content generated by the Solution (whether AI- generated or otherwise) prior to relying on, sending, distributing, or otherwise using or implementing such content. You disclaim any liability for consequences arising from your failure to review or verify such content.
  9. DISCLAIMER OF WARRANTIES. OTHER THAN AS EXPLICITLY STATED IN THESE TERMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOLUTION AND THE RESULTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ASK-Y DOES NOT WARRANT THAT: (I) THE SOLUTION WILL MEET YOUR REQUIREMENTS, OR (II) THE SOLUTION WILL OPERATE UNINTERRUPTED, ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. ASK-Y EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WE ALSO DO NOT WARRANT THAT THE CONTENT AVAILABLE ON THE SOLUTION IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
  10. Indemnification. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless ASK-Y and its affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Solution (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; and (iv) a third party claim relating to or in connection with the User Content (including but not limited to a claim for copyright infringement or related to intellectual property rights or proprietary rights). Without derogating from or excusing your obligations under this section, ASK-Y reserves the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
  11. LIMITATION OF LIABILITY. EXCEPT FOR ANY DAMAGES RESULTING FROM WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASK-Y SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER FORESEEABLE OR UNFORESEEABLE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA (INCLUDING YOUR CONTENT), BUSINESS AND/OR GOODWILL. IN NO EVENT SHALL ASK-Y‘S AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT, OR OTHERWISE EXCEED THE GREATER OF THE TOTAL AMOUNT OF FEES (IF ANY) ACTUALLY PAID TO ASK-Y BY YOU DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM OR $US100. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
  12. Governing Law; Arbitration. These Terms shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and is hereby disclaimed. All disputes arising out of or in connection with these Terms shall be finally and exclusively settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. Notwithstanding the foregoing, each Party may also seek interim relief in any court of competent jurisdiction in order to protect its proprietary rights. The law governing this arbitration agreement shall be the governing law set forth above. Each Party irrevocably waives its right to trial of any issue by jury
  13. Miscellaneous. These Terms, and any exhibits attached or referred hereto, represent the entire agreement between the Parties concerning the subject matter hereof, replace and supersede all prior and contemporaneous oral or written understandings and statements, and may be amended only by a written agreement executed by both Parties. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of these Terms shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable. These Terms may not be assigned by you, in whole or in part, without our prior express written consent. We may assign these Terms, in whole or in part, without restriction or obligation. Furthermore, any of our obligations hereunder may be performed (in whole or in part), and any of our rights or remedies hereunder may be exercised (in whole or in part), by our affiliates. Any prohibited assignment will be null and void. Subject to the provisions of this Section, these Terms will bind and inure to the benefit of each Party and its respective successors and assigns. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. ASK-Y will not be liable for any delay or failure to provide or make the Solution available resulting from circumstances or causes beyond the reasonable control of ASK-Y. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SOLUTION MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.