Terms of Service

3.1. Your Content. Including the information you submit when registering your Account, the Services enable you to input information (“Input”) in order to use the Services and generate Output (your Input and Output together, your “Content“). You are responsible for your Input and you represent and warrant to us that you have all necessary rights, licenses, and permissions required to submit your Input to the Services. As between you and Madison, except as prohibited by applicable law, you retain all ownership rights in your Input, and own all Output. Except for any pre-existing Madison intellectual property rights therein, we hereby assign to you all of our right, title, and interest, if any, in and to Output.

3.2. Use of Output. You acknowledge and agree that Output is generated by the Services as a function of the inputs, including third party data utilized by our Services and your Input. You are solely responsible, and Madison will have no liability related to, any and all use of the Outputs and the accuracy and appropriateness of the Output for your intended use. You agree to utilize human review of Output as appropriate.

3.3. Use of Content. You hereby grant Madison a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your Content for the purposes of providing, improving, and promoting the Services. We will process, store and use your Content: (a) in order to provide the Services; (b) to analyze and improve the Services and any other portion of the Services; (c) to compile, use and disclose aggregate or de-identified data, statistics, measurements or other metrics derived from your Content (including in combination with the aggregate or de-identified content of other users of the Services) for our own purposes such that the aggregate or de-identified content does not identify you or any other individual; and (d) without limiting the foregoing (a)-(c), to improve our Services through the application of machine learning, tuning or any enhancement, modification, derivative or other improvement to the Services in connection with the provision of any Service (“AI Improvements”) and to exploit such AI Improvements without limitation. You agree that Madison may extract and retain patterns from your Content processed in connection with your use of the Services which do not identify you and do not enable reconstruction of your Content (“Patterns”) and use, copy, prepare derivative works of or otherwise exploit any such Pattern to continue to improve our Services in perpetuity. Any AI Improvement arising from the Services shall be the sole and exclusive property of Madison.

3.4. Generative AI Output. You acknowledge that due to the use of generative artificial intelligence (“GenAI”) the Output generated for you may not be unique and may be similar to or in some cases the same as the output generated by other users of the Services. Any such Output that results from request of other users or that is generated for other users is not considered your Output and our assignment of Output above does not extend to other users’ output.

4.1. Confidential Information. Each of you and Madison may from time to time disclose (as the “Disclosing Party”) confidential information to the other (as the “Recipient”) in connection with this Agreement, whether or not marked as such, and whether disclosed in writing, orally, visually or otherwise (“Confidential Information”). Any non-public information regarding the Services is Madison’s Confidential Information. Notwithstanding the foregoing, Confidential Information does not include any information that: (a) is or becomes available to the public other than through a breach of this Agreement by the Recipient; (b) is received by the Recipient from a Third Party not subject to any confidentiality obligation in favor of the Disclosing Party; or (c) is independently developed by the Recipient without access or reference to Confidential Information of the Disclosing Party.

4.2. Obligations. The Recipient agrees to safeguard all Confidential Information of the Disclosing Party with at least the same degree of care (which in no event shall be less than reasonable care) as the Recipient uses to protect its own Confidential Information. The Recipient shall not use any Confidential Information of the Disclosing Party for any purpose other than in furtherance of this Agreement and shall not disclose any Confidential Information of the Disclosing Party except to those of its employees, consultants or representatives with a “need to know” such Confidential Information for purposes of fulfilling its obligations under this Agreement and who are bound by confidentiality obligations at least as stringent as those set forth herein. The Recipient shall be responsible for any action or omission by any such employee, consultant or other representative as if made by the Recipient. The Recipient shall promptly notify the Disclosing Party of any breach of this Section 4.2.

4.3. Permitted Disclosures. Notwithstanding Section 4.2, the Recipient may disclose Confidential Information of the Disclosing Party to the extent that the Recipient is required or requested to do so pursuant to applicable law by any governmental authority or rules of a stock exchange; provided, however, that prior to any such disclosure, the Recipient shall: (a) assert the confidential nature of the Confidential Information of the Disclosing Party to such governmental authority or stock exchange; (b) promptly notify the Disclosing Party of the governmental authority’s requirement or request to disclose; and (c) cooperate with the Disclosing Party in contesting any such disclosure or obtaining a protective order, confidential treatment or the like at the expense of the Disclosing Party.

5.1. Security Controls; Internet. Use of or connection to the Internet is inherently insecure and you acknowledge that connection to the Internet provides opportunities for unauthorized access by a third party to your Content. Madison will not be responsible for any adverse consequences whatsoever resulting from your connection to or use of the Internet.

6.1. Fees. You agree to pay all fees charged to your account in accordance with the terms of your subscription (the “Fees”). We reserve the right to change our pricing at any time, in which case we will notify you in advance of such changes becoming effective. Changes to your Fees will apply only upon renewal of your Subscription Term. All other pricing changes will be effective seven (7) days after they are made available on our Site. We reserve the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment. All Fees are stated in U.S. dollars.

6.2. Payment. You authorize us and our third-party payment processor to charge the payment method provided on your Account according to the frequency of your subscription. All payments are non-refundable except as we may otherwise agree in writing.

6.3. Taxes. You are responsible for payment of all applicable sales (unless you provide us with an exemption certificate), use and value-added taxes (except for taxes imposed on Madison’s net income) with respect to these Terms. All payments under these Terms will be made free and clear of (and without deduction for or grossed up for, as applicable) any withholding or other taxes levied by any country or jurisdiction on payments to be made pursuant to these Terms that applicable law requires you to withhold.

7.1. Subscription Term. The term of this Agreement will commence upon the earlier of your online acceptance of these Terms or the date you first use the Services, and will remain in effect until terminated pursuant to this Section 7 (the “Subscription Term”). Your Subscription Term will automatically renew for successive periods unless and until you cancel your Account through the Services and then your Subscription Term will terminate in accordance with such cancellation.

7.2. Termination; Suspension. We may suspend your access to the Services or terminate this Agreement or any Subscription Term if we believe there is a credible security risk or other potential harm to the Services, Madison, or any third party, in connection with your Account. We may also suspend or terminate your Account if required to do so by law or if you violate this Agreement.

7.3. Effects of Termination. Effect of Termination. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Sections 1.2, 2, 3.3, 4, 6, this 7.3, 8.2, 9, 10, 11 and 13 will survive any termination or expiration of this Agreement. Within ten (10) days following any termination of this Agreement, each Recipient will return to the Disclosing Party, or at the Disclosing Party’s option, the Recipient will destroy, all items of Confidential Information then in the Recipient’s possession or control, including any copies, extracts or portions thereof.

8.1. Warranties. We warrant to you during the Subscription Term that the Services, when used in accordance with this Agreement, the Services will conform in all material respects with the documentation we provide to you or otherwise make publicly available. If any Services fail to comply with the foregoing warranty, we will use commercially reasonable efforts to repair or rectify such non-conformity. If we are unable to repair or rectify such non-conformity, then we may terminate your Account (including without limitation the licenses granted in these Terms) with respect to the non-conforming Services and in such event, Madison will refund to you on a pro-rata basis as applicable the portion of Fees paid to Madison prior to termination applicable to the access and use of such non-conforming Services after the termination date. THE REMEDY SET FORTH IN THIS SECTION 8.1 WILL BE YOUR SOLE AND EXCLUSIVE REMEDY AND MADISON’S SOLE OBLIGATION FOR ANY BREACH OF THIS WARRANTY.

8.2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, THE SERVICES ARE PROVIDED “AS IS”. MADISON AND ITS LICENSORS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING IN THIS SECTION 8.2, MADISON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES (AS WITH TECHNOLOGY GENERALLY), MAY HAVE ERRORS (OR “BUGS”) AND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, FROM TIME TO TIME, YOU MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY OR PERFORMANCE OF THE SERVICES.

9.1. Indemnity. To the maximum extent permitted by law, you will indemnify and hold harmless, and at Madison’s request defend, Madison and our affiliates, licensors, successors and assigns (and our and their officers, directors, employees, contractors, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) which arise out of or relate to: (a) any third party claim or threat thereof that your Content (and the exercise of the rights by Madison granted herein with respect thereto) infringes, misappropriates or violates any third party’s intellectual property rights; (b) your use or alleged use of the Services (other than claims arising from Madison’s breach of these Terms); or (c) any breach or alleged breach by you of any of your covenants, representations or warranties set forth in these Terms.

9.2. Notices; Settlement. Madison will notify you promptly of any claim or liability for which indemnification is sought, provided, however, that the failure to give such notice will not relieve you of your obligations hereunder except to the extent that you were actually and materially prejudiced by such failure. You may not settle any claim for which indemnification is sought under this Section 9 without the prior written approval of Madison, which approval will not be unreasonably withheld or delayed.

10.1. Direct Damages Limitation. MADISON AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, EVEN IF MADISON OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE APP OR OTHER SERVICES OR RESULTS THEREOF. MADISON WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

10.2. Limits on Liability. MADISON AND ITS LICENSORS WILL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE FEES ACTUALLY PAID BY YOU TO MADISON IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. YOU RELEASE MADISON AND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO THE APP OR OTHER SERVICES, AND THESE TERMS OF SERVICE IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 10.2.

10.3. Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION 10 MAY NOT APPLY TO YOU.

11.1. Informal Dispute Resolution. Before either of us files a claim against the other, we both agree to try to resolve the dispute informally. You will do so by sending us notice to legal@meetmadison.ai and we will do so by sending you notice to the email address associated with your Account. If we are unable to resolve a dispute informally within sixty (60) days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

11.2. Mandatory Arbitration of Disputes; Arbitration Procedures. Except if you opt-out, you agree that all disputes between you and Madison (whether or not such dispute involves a third party) arising out of or relating to these Terms of Service, including the Services, and Privacy Policy, shall be finally resolved by arbitration before a single arbitrator conducted in the English language in the State of New York and with a seat in such location, under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). You and Madison shall appoint as sole arbitrator a person mutually agreed by you and us or, if you and Madison cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms of Service.

11.3. Class Action Waiver. Any claims brought by you or Madison must be brought in such party’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You agree and acknowledge that neither you nor Madison will participate in a class action or class-wide arbitration for any claims covered by these Terms of Service. You hereby waive any and all rights to bring any claims related to these Terms of Service or the Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You understand and agree that you may bring claims only on your own behalf.

11.4. Opt-Out. You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify Madison in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your Account to which the opt-out applies and a clear statement that you want to opt out of this Agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out:

Madison AI LLC, ATTN: Arbitration Opt-Out, legal@meetmadison.ai

11.5. Effect of Changes on Arbitration. Notwithstanding any provision in these Terms of Service to the contrary, you and Madison agree that if Madison make any change to the arbitration procedures (other than a change to any notice address provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Madison prior to the effective date of the change. Moreover, if Madison seek to terminate the arbitration procedures set forth in this Section 11 from these Terms of Service, such termination shall not be effective until thirty (30) days after the version of these Terms of Service not containing the Arbitration Procedures is posted to the Services and shall not be effective as to any claim that was filed in a legal proceeding against Madison prior to the effective date of removal.

12.1. Updates. We may update these Terms at any time, in our discretion, by providing you with reasonable notice, including by posting the update on our Site or the Services. If, in our sole discretion, an update materially impacts your rights or obligations (a “Material Update”), we will provide at least thirty (30) days’ prior notice of the update or as advance much notice as reasonably practicable if the update is required sooner in order for us to comply with applicable law. All other updates will be effective on the date we post the updated Terms. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update, provided that if you do not agree with a Material Update, you must notify us within thirty (30) days of receipt of your notice of the Material Update and we will agree that the prior version of these Terms will apply to your use of the Services until the end of your then-current Subscription Term. The updated Terms will apply to any subsequent Subscription Term, whether by renewal or separate purchase.

13.1. Notices. Any communication, demand, approval, consent or other notice required to be given under this Agreement shall be in writing. We may provide you notice using the registration information or the email address associated with your Account. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. We accept service of process at this address: 260 Madison Ave, Floor 8, New York, NY 10016 Attn: legal@meetmadison.ai.

13.2. Jurisdiction, Venue, and Choice of Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, USA, without giving effect to the conflict of laws principles thereof other than New York General Obligations Laws 5-1401 and 5-1402. Except as provided in Section 11, all claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts of New York, New York, USA.

13.3. Severability. If any provision of these Terms, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect.

13.4. Relationship of the Parties. For the purpose of this Agreement, you and Madison will be and act as independent contractors and will not bind nor attempt to bind the other to any contract.

13.5. Headings. Captions and headings contained in these Terms have been included for ease of reference and convenience and shall not be considered in interpreting or construing these Terms.

13.6. Interpretation. Except where the context expressly requires otherwise: (a) the use of the singular will be deemed to include the plural (and vice versa); (b) the words “include”, “includes”, “including” or “e.g.” will be deemed to be followed by the phrase “without limitation”; (c) the word “will” will be construed to have the same meaning and effect as the word “shall”; (d) the words “herein”, “hereof” and “hereunder”, or any word of similar import, will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, including each Order Form; and (e) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”.

13.7. Feedback. If you elect to provide us with any suggestion, idea for improvement, recommendation or other feedback (collectively, “Feedback”), we may use such Feedback without any restriction or payment, including to improve the Services.

13.8. Publicity. You may use our name and marks to describe your use of the Services solely in accordance with our branding guidelines made available from time to time. You agree that we can use your name and marks to identify you as a customer of Madison on our Site and other publicly available materials.

13.9. Force Majeure. Except for your payment obligations and each of your and Madison’s confidentiality obligations, neither you nor Madison is responsible for any delay or failure to perform resulting from any cause beyond such party’s reasonable control, which may include any act of God, fire, hurricane, flood, terrorism, act of war, labor disturbance, telecommunications failure, utility failure, network failure, pandemic, act of governmental authorities or change of applicable laws.

13.10. Assignment. You may not assign or delegate any of your rights or obligations hereunder without Madison’s prior written consent, and any such attempt is void. Madison may freely assign or delegate its rights and obligations hereunder without notice to you.

13.11. Entire Agreement. This Agreement is the entire agreement between you and Madison with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, whether written or oral. This Agreement also supersedes any pre-printed terms contained on any purchase order or similar document issued by you and any such terms will have no force or effect.

13.12. Additional Information. If you have any questions about these Terms or the Services, please contact us at support@meetmadison.ai.