AIO Terms of Service

1. Definitions

“Account” means the primary means for accessing and using the AIO Services.

“Add-On Feature” means a feature or set of features within the AIO Services that are subject to additional charges (as set forth on www.AIO.build and during the purchase process) and/or subject to additional terms as set forth in the Supplemental Terms.

“Administrator” means a User(s) of an Account which the Client has granted a special authorization to manage the Client's Account.

“Affiliates” means any legal entity that controls or owns more than 50% of such entity's outstanding shares or securities, is controlled by, or under common control with a party.

“AI Functionality” means any aspects of the AIO Services that are powered by artificial intelligence, machine learning or similar technologies.

“AIO” means as set forth in Section 14.1, AIO Inc. or any other of its Affiliates.

“AIO Data” means the following: (i) data that AIO provides to you in or through the AIO Services, (ii) non-personally identifiable data that results from Client's use of the AIO Services and (iii) aggregated or anonymized data created by AIO as authorized by these Terms.

“AIO Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, algorithms, models and all other elements of the AIO Services, including AIO Data.

“AIO Services” means the access that AIO provides to Client and its Users to the Platform and the content, services and/or products, and functionality, including any Add-On Features, available on or through the Platform.

“Beta Service” means any functionality that is in development or has not been commercially released as a final product.

“Client” means the legal person or entity establishing an Account to receive access to the AIO Services as identified in the sign-up process.

“Client Data” means any data, content, files, documents, information, or other materials that Client or its Users upload, submit, input, import, or otherwise provide to the AIO Services, including any data processed through or stored in the AIO Services on Client's behalf. Client Data excludes the AIO Materials.

“Credentials” means all usernames, passwords, and other access credentials created by or assigned to Client and each of its Users for use of the AIO Services.

“Fee” means the subscription fees and any additional fees owed for using the AIO Services.

“Feedback” means any comment, bug report, feedback, suggestion or modification for the AIO Services that a Client or a User provides to AIO.

“Free Trial” means temporary access for the purposes of trying out any part of the AIO Services which shall not be longer than 30 days.

“Intellectual Property Rights” means the worldwide legal rights or interests in any ideas, designs, architectures, concepts, methods, processes, techniques, apparatus, inventions, discoveries, improvements, technology, know-how, computer programs, software, databases, artificial intelligence models, machine learning models, training data, algorithms, and works of authorship, including the following and all rights arising out of or associated therewith: (i) all United States and foreign patents and utility models and applications therefor; (ii) all trade secrets, know-how and confidential or proprietary information; (iii) all copyrights, whether registered or unregistered, and applications therefor, all common-law rights, moral rights; (iv) trademarks, service marks, and trade dress; (v) mask work rights; and (vi) any similar, corresponding, or equivalent rights to any of the foregoing anywhere in the world.

“Non-AIO Application” means any software application or functionality that interoperates with the AIO Services that is not created by AIO.

“Order Form” means an ordering document or an online order provided by email or through the Service interface specifying the Service to be provided by AIO to Client.

“Partner Ecosystem” means an online directory, catalog or marketplace of applications and integrations that interoperate with the AIO Services.

“Platform” means the AIO construction business operating system application that includes modules for CRM, Project Development, Project Management and Finance, as well as any other modules added in the future either as an upgrade, enhancement or as an Add-On Feature.

“Privacy Notice” means the notice, as set forth at https://www.AIO.build/privacy, which describes how AIO collects, receives, uses, stores, shares, transfers, and otherwise processes Personal Data (as defined in the Privacy Notice) in connection with Client's use of the AIO Services.

“Renewal Date” means the date the Client's Subscription will automatically renew (annually or monthly depending on the Subscription selected) subject to earlier termination or cancellation as expressly permitted in these Terms.

“Sensitive Information” means information requiring special protection under applicable laws. This includes identifiers (e.g., Social Security numbers, passports, driver's licenses) or any portion thereof, financial data (e.g., credit card numbers, bank account details), information about children, health and genetic data, any data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, biometric data, sexual orientation, or criminal history. It also covers unhashed passwords and other data classified as “sensitive” or “special” under GDPR or any other applicable law relating to privacy and data protection.

“Scope of Use” means Client's entitlements to the Platform specified in the Subscriptions and any purchased Use Packs, which may include: (i) number and type of Users, (ii) purchased functionality.

“Subscription” means usage rights and functionality and associated fees, selected by Client for any AIO Services.

“Subscription Term” means the period Client is permitted to use the AIO Services or applicable Add-On Feature commencing on the date of purchase of the Subscription and concluding on the date of expiration of the Subscription. “Subscription Term” includes the initial Subscription Term and all successive renewals.

“Terms” means these AIO Terms of Service including all terms incorporated herein by reference, including any applicable Supplemental Terms and the Privacy Notice.

“Third-Party Providers” means any third parties that provide Non-AIO Applications and any third parties that Client engages to provide integration services, software development services, or other services in relation to Client's use of AIO.

“Use Pack” means a one-time purchase of increase in the Scope of Use.

“User” means an individual to whom Client grants rights and privileges to use the Account on behalf of a Client, all pursuant to these Terms.

“User Management” means a group of settings that controls User access to different features and permissions within an Add-On Feature.

2. Subscriptions

To use the AIO Services, Client must first select and pay for a Subscription that includes access to the Platform. Client may also purchase Subscriptions for Add-On Features. The Subscription Term for any Add-On Features will run concurrently with the Subscription Term for the Platform Subscription, unless specifically set forth in the applicable Supplemental Terms. Client may be given the opportunity to increase Client's Scope of Use by purchasing an additional Subscription for Add-On Features or other additional entitlements (such as use by more Users) or by purchasing a Use Pack (such as the right to temporarily increase usage of an Add-On Feature). Payment for a Subscription may be made through the Platform or pursuant to an executed Order Form, as applicable.

3. AIO Services

3.1 Use of the AIO Services

Subject to these Terms, including without limit the restrictions in Section 4 and the payment of the applicable Fee, AIO grants Client and its Users the right to access and use the AIO Services in accordance with Client's Scope of Use and only during the Subscription Term. AIO hereby grants Client a non-exclusive, non-transferable (except as specifically permitted in these Terms), revocable right to access and use the AIO Services to facilitate CRM, project management and project development for Client's projects including interaction with Client's customers, vendors, suppliers, and subcontractors, pursuant to the terms of these Terms, during the applicable Subscription Term.

3.2 Modifications to AIO Services

AIO reserves the right to modify the AIO Services or any part or element thereof from time to time without prior notice, including to add, remove, or modify features or functionality. AIO shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of any element of the AIO Services. Client acknowledges that continued use of the AIO Services following any modification constitutes Client's acceptance of such modification.

3.3 Users; Credentials

Client may authorize Users to access and use the Platform solely: (i) in accordance with the Client's Scope of Use; (ii) for the benefit of Client and (iii) in accordance with the Terms. Client shall ensure its Users comply with these Terms and Client is responsible for all activities of its Users, including any purchases, use of Non-AIO Applications, and how Users access and use Client Data. Each User must have their own Credentials. Credentials may not be shared or used by multiple persons. Credentials may be reassigned to a new User replacing a former User who no longer uses AIO Services. AIO reserves the right to terminate or suspend any User's Credentials that AIO reasonably determines may have been used by an unauthorized third party or in an unauthorized manner, without liability to Client. AIO will provide prompt notice of any such termination, or suspension to Client. Client is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activities that occur with such Credentials. Client must promptly notify AIO of any actual or suspected, disclosure, loss or unauthorized use of any Credentials.

3.4 Selecting and Changing Subscriptions; Subscription Terms

The initial Subscription Term for each Subscription is either monthly or annual and, unless the Subscription Term is terminated in accordance with Section 13, each Subscription will automatically renew for successive renewal Subscription Terms. Annual Subscriptions will automatically renew for successive years and monthly Subscriptions will automatically renew for successive months.

Client may upgrade or downgrade a Subscription at any time by selecting a new Subscription via the Platform or such other method as made available by AIO from time to time. Subscription upgrades will be effective immediately and Client's payment method on file will be charged for the difference in price between the existing Subscription and the new Subscription for the remainder of the then-current Subscription Term. Subscription downgrades will be effective on the next Renewal Date. The Client's payment method on file will automatically be charged the Fee for the new Subscription. If, after the commencement of a Subscription Term, Client acknowledges and agrees that the election to downgrade a Subscription may cause the loss of features, functionality, capacity of the Account, as well as the loss of Client Data. For the avoidance of doubt, no refund of any prepaid or outstanding Fees will be provided to the Client for the price difference between Subscriptions if the Client downgrades a Subscription during a Subscription Term.

3.5 Administration of Client's Account

Client acknowledges that it has administrative control over, and is responsible for, who it grants access to Client Data hosted in the AIO Services. Client may specify a User to be the billing owner and, depending on the Subscription, one or more Users to be an Administrator to manage its Account. AIO is entitled to rely on communications from an Administrator when servicing Client's Account. Client's Administrator(s) may have the ability to access, monitor, use, and/or export Client Data as well as change User rights. Client will provide any information requested to confirm User identity. In the event that the Client loses access to an Account or otherwise requests information about an Account, AIO is under no obligation to provide access or information until: (i) AIO has been provided all requested information regarding User identity and (ii) the Client and requesting User have signed an indemnity regarding the access or information provided. For Add-On Features, if a User has authorization to access User Management then he/she can control other User's access to the Add-On Feature and Client Data access.

3.6 Technical Support

Subject to Client's payment of all applicable Fees, AIO shall provide the technical support services described in the applicable Subscription documentation. Technical support is limited to assistance with issues directly related to the AIO Services and does not include support for Non-AIO Applications, Third-Party Providers, Client's internal systems or infrastructure, or issues arising from Client's or any User's misuse of the AIO Services or failure to comply with these Terms. Client shall provide AIO with reasonable cooperation, including timely responses to information requests and remote access to Client's Account as reasonably necessary to diagnose and resolve reported issues. AIO shall use commercially reasonable efforts to respond to support requests in accordance with the response times specified in the applicable Subscription documentation; however, AIO does not guarantee any specific resolution time or outcome. AIO's support obligations do not extend to issues caused by modifications to the AIO Services not performed by AIO, Client Data, or circumstances beyond AIO's reasonable control.

3.7 Add-On Features

AIO may, from time to time, make Subscriptions for Add-On Features available through the AIO Services. The Client's use of Add-On Features is subject to any applicable Supplemental Terms and the payment of applicable Fees. Add-On Features may require a new Order Form.

3.8 Free Trial

Upon expiration of a Free Trial of the Platform, the Account will be deactivated. In order to prevent deactivation, or to reactivate the Account, Client must select a Subscription and pay the Subscription's Fee. If a Subscription is not selected and paid for prior to the expiration of the Free Trial, AIO may permanently delete the Account, including all Client Data as specified in the Privacy Notice without notice.

3.9 Beta Services

Clients may access and use Beta Services for testing and evaluation purposes. AIO reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any Beta Services, with or without notice to Client. By using the Beta Services, Client agrees that AIO may collect, store, and analyze Client's Input (as defined in Section 3.11) and usage to improve and develop the AIO Services and Client agrees to provide to AIO an irrevocable, perpetual license to such Input solely for these purposes. If the Beta Services involve AI or machine learning capabilities, Client acknowledges and agrees that AIO may use Client Data provided as Input to train or refine such capabilities solely for the purpose of providing the Beta Services to Client.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, AIO WILL NOT BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY CLAIMS WHATSOEVER RELATED TO OR ARISING OUT OF BETA SERVICES, OR CAUSED BY THE MODIFICATION, SUSPENSION OR DISCONTINUANCE OF BETA SERVICES, FOR ANY REASON.

3.10 Non-AIO Applications; Third-Party Providers

AIO or third parties may make available Non-AIO Applications and provide a directory of certain Third-Party Providers, via the Partner Ecosystem, or their own websites. The terms and conditions regarding the use or receipt of Non-AIO Applications and relationships with Third-Party Providers are between Client and the Third-Party Provider and any exchange of data between Client and such Third-Party Provider is solely between Client and the applicable Third-Party Provider. Any questions, concerns or disputes that arise based on Client's use of Non-AIO Applications or services or materials of Third-Party Providers should be addressed directly with such Third-Party Provider.

AIO does not warrant, or support Non-AIO Applications or any services or materials provided by Third-Party Providers. AIO does not recommend any particular Third-Party Provider and the existence of a directory and search functionality (such as a recommendation engine) should not be interpreted as AIO recommending a Non-AIO Application or Third-Party Provider.

AIO is not responsible for any disclosure, modification or deletion of Client Data resulting from access to a Non-AIO Application or its provider. Clients should be aware that Non-AIO Applications may enable users of the Non-AIO Applications to have access rights to Client Data that are typically reserved to Administrators. AIO Services may contain features and functionality designed to interoperate with Non-AIO Applications, but AIO cannot guarantee the continued availability of such features, functionality or interoperability and may cease providing them without notice and without entitling Client to any compensation.

AIO SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS ARISING FROM OR RELATING TO NON-AIO APPLICATIONS OR THIRD-PARTY PROVIDERS.

3.11 AI Functionality

Users may provide input to be processed by AI Functionality (“Input”), and receive output generated and returned by the AI Functionality based on the Input (“Output”). Inputs may include Client Data. Client and its Users must ensure that Inputs and use of the AI Functionality or any Output does not violate any laws or agreements applicable to Client. Client is solely responsible for the development, content, operation, maintenance and use of any Input or Output. Due to the nature of artificial intelligence and machine learning, an Output may not be accurate, complete, or reliable and Client should independently review all Output prior to using or sharing the Output. AIO does not provide any guarantee of accuracy, completeness, or fitness for any particular purpose with respect to any Output. The first version of the AIO Services does not include AI Functionality.

Artificial intelligence and machine learning models can improve over time to better address specific use cases. AIO does not permit third parties to use Client Data to improve or train their AI models, except as necessary for the provision of AI Functionality as described in Section 3.11.

Client may not use AI Functionality to mislead any person that Output from the AI Functionality was solely human generated. Due to the nature of machine learning and the technology powering the AI Functionality, Output may not be unique and AI Functionality may generate the same or similar output for AIO or other AIO clients. Client acknowledges that certain elements of the AI Functionality are powered by third-party AI service providers (“AI Service Providers”) and agrees that AIO may share Inputs and Outputs (including Client Data) with AI Service Providers to facilitate the provision of AI Functionality.

Client may not use AI Functionality in a manner that violates any applicable laws or any policy of any AI Service Provider. Client agrees that AIO shall not be liable for any acts, errors, omissions, or breaches committed by AI Service Providers in connection with the provision of AI Functionality or AIO Services.

3.12 Use Outside the United States

The AIO Services are controlled and operated by AIO from its offices in the United States of America. Except as explicitly set forth herein, AIO makes no representations that the AIO Services are appropriate for use in other jurisdictions. Those who access or use the AIO Services from other jurisdictions do so at their own risk and are responsible for compliance with local laws.

4. Restrictions

4.1 Prohibited Activities

Client and its Users may only use the AIO Services within the Scope of Use and in accordance with these Terms and applicable law. Client and any Users may not (and must not permit anyone else to): (i) copy, modify, or create derivative works of the AIO Materials or AIO Services, in whole or in part; (ii) decrypt, circumvent, bypass, breach, or disable any security or other technological features or measures of the AIO Services or AIO Materials; (iii) access or attempt to access or use the AIO Services for purposes of competitive analysis or the development, provision, or use of a competing software service or product; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the AIO Services to a third party including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service (other than a User as expressly permitted by these Terms); (v) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the AIO Materials, in whole or in part; (vi) remove any proprietary notices from the AIO Services; (vii) perform any security or penetration testing of the AIO Services or AIO Materials; or (viii) use the AIO Services in any manner that is in violation of applicable law. However, where Client has other rights under statute that make any portion of the foregoing contractual prohibition void, Client agrees to provide AIO with reasonably detailed information regarding any intended disassembly or de-compilation. Client may not access the AIO Services if Client is or becomes a direct competitor of AIO.

5. AIO's Responsibilities

5.1 Provision of AIO Services

AIO will (i) make the AIO Services available to Client pursuant to these Terms, (ii) provide support as outlined in Section 3.6 for the AIO Services to Client, and (iii) use commercially reasonable efforts to make the AIO Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which AIO will use reasonable efforts to give advance electronic notice such as via an in-application banner), and (b) any unavailability arising from circumstances beyond AIO's reasonable control, including, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, war, strike or other labor problem, Internet service provider failure or delay or denial of service attack, passage of law or any action taken by a governmental or public authority, including imposing an embargo.

5.2 Protection of Client Data

AIO will maintain reasonable administrative, physical, and technical safeguards designed to maintain the security, confidentiality and integrity of Client Data. Those safeguards will include measures designed to prevent unauthorized access, use, modification or disclosure of Client Data. AIO's security measures are subject to change at AIO's discretion in accordance with industry standards. Additionally, AIO shall only access, use, or modify Client Data: (i) to provide the AIO Services and prevent or address service or technical problems, (ii) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, (iii) as permitted by these Terms, or (iv) as Client or User otherwise expressly permits in writing.

5.3 Data Backup

While AIO maintains backup systems as part of its standard disaster recovery procedures, Client acknowledges that AIO is not responsible for the backup of Client Data. Client is solely responsible for maintaining independent backup copies of Client Data on systems or storage media outside of the AIO platform. AIO shall have no liability for any loss, corruption, or destruction of Client Data.

5.4 Data Export

During the Subscription Term, Client may export Client Data from the AIO Services in a standard format made available by AIO through the Platform's export functionality. AIO shall have no obligation to maintain any specific export format or functionality, and such features may be modified or discontinued at AIO's discretion.

5.5 Data Location

Client Data may be stored and processed in the United States or any other country in which AIO or its subprocessors maintain facilities. By using the AIO Services, Client consents to the transfer of Client Data to locations outside Client's country of residence, which may have different data protection rules.

5.6 Security Incident Notification

In the event AIO becomes aware of a security incident that results in unauthorized access to, or disclosure of, Client Data stored in the AIO Services (a “Security Incident”), AIO will: (i) notify Client of the Security Incident without undue delay; (ii) provide reasonable information regarding the nature and scope of the Security Incident as it becomes available; and (iii) take reasonable steps to mitigate the effects and minimize future risk of recurrence of the Security Incident. AIO's notification of or response to a Security Incident shall not be construed as an acknowledgment of any fault or liability with respect to such Security Incident.

6. Fees / Payment

6.1 Fees

Client will pay all Fees specified for the selected Subscription and any Add-On Features. Fees may be specified on AIO.com, during the sign-up process, or in other notices from AIO. Fees are due in advance upon the start of a Subscription Term and each Renewal Date. All Fees are non-refundable. For purposes of clarity, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during a Subscription Term, or where an Account is terminated or suspended by AIO in accordance with these Terms. All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties. AIO reserves the right to modify the Fees for any Subscription or Add-On Feature upon at least one month's prior notice to Client, provided that any such modification will not take effect until the next Renewal Date for existing Subscription Terms.

6.2 Payment

Client authorizes AIO to automatically charge Client the applicable Fees on or after the start of the Subscription Term and each Renewal Date. If a Client wishes to reduce the number of Users, change Subscriptions, or cancel a Subscription, it must do so prior to the Renewal Date. Clients may cancel their Subscription anytime as outlined below, which cancellation will be effective as of the end of the then-current Subscription Term. For the avoidance of doubt, under no circumstances will a cancellation result in a refund of Fees paid.

6.3 Payment Card Authorization

AIO and its Affiliates may seek pre-authorization of Client's payment card account prior to its purchase of AIO Services in order to verify that the payment card is valid and has the necessary funds or credit available to cover any purchase. Client agrees to approve such card pre-authorization and authorizes AIO to charge all Fees to such card account. Client agrees to provide AIO updated information regarding its payment card account upon AIO's request and any time the information earlier provided is no longer valid.

6.4 Direct Debit Payments

If Client agrees, AIO may elect that Client complete a bank debit mandate to enable bank debit payments. In such cases, AIO shall comply with all applicable national rules and regulations related to direct debit payments.

6.5 Payment Service Providers

AIO uses Propelr to process Client's bank debit payments. More information on how Propelr processes Client's personal data and Client's data protection rights, including Client's right to object, is available at https://www.propelrpay.com/privacy

6.6 Electronic Invoice

If AIO has not sought pre-authorization of Client's payment card, then before each Renewal Date, Client will be issued an electronic invoice for the Fee due. Client must pay the invoice by the due date indicated on the invoice.

6.7 Late Payment Charges; Suspension

If Client does not pay all amounts when due: (i) those amounts may accrue late interest at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; (ii) Client will reimburse AIO for all costs reasonably incurred by AIO in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) AIO may immediately suspend all access to the Client's Account. Client will have 180 days to provide an authorized payment method to reactivate their Account, otherwise AIO may permanently delete the Account, including all Client Data.

7. Client Data / Sensitive Information / Privacy

7.1 Rights to Client Data

As between AIO and Client, Client retains all of Client's rights, title and interest in and to the Client Data. Nothing in these Terms shall be construed to transfer any ownership of Client Data to AIO.

Client represents, warrants and covenants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to grant the rights and license set forth in these Terms; (ii) Client has obtained all necessary consents from individuals whose personal data may be included in Client Data; (iii) the use of Client Data as part of the AIO Services, or AIO's or any AIO licensee's use of such Client Data pursuant to these Terms, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right, privacy right, publicity right, or other rights of any person or entity; (b) violate any applicable law or regulation anywhere in the world; or (c) require AIO to obtain a license from or pay any fees and/or royalties to any third party for the exercise of any rights granted in these Terms; and (iv) Client Data does not contain any viruses, malware, or other harmful code.

Client hereby grants to AIO a non-exclusive, sublicensable (through multiple tiers), worldwide, royalty-free and fully paid license to reproduce, distribute and otherwise use and display the Client Data to provide the AIO Services. This license shall survive termination of these Terms solely to the extent necessary for AIO to complete any pending obligations, as determined by AIO in its sole judgment. For clarification, to the extent permitted by applicable law, AIO may use Client Data to support and develop features and functionality within the AIO Services and similar products and services.

AIO may also analyze system activity data associated with use of the AIO Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the AIO Services operate, and to create new features and functionality in connection with the AIO Services in the sole discretion of AIO. During or after the use of the AIO Services by Client, AIO may, and Client hereby instructs AIO to, anonymize or aggregate Client Data and use such anonymized or aggregated data for any purpose.

7.2 Responsibility for Client Data

Client is solely responsible for Client Data, including the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data as well as the consequences of posting or publishing Client Data on or through the AIO Services. Client shall ensure that Client Data complies with these Terms. AIO has no obligation to verify, validate, or correct any Client Data, and Client acknowledges that AIO is entitled to rely on the accuracy and completeness of Client Data without independent verification.

7.3 Sensitive Information and Unlawful Client Data

CLIENT ACKNOWLEDGES THAT THE AIO SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY CLIENT AGREES NOT TO USE THE AIO SERVICES TO COLLECT, STORE, MANAGE OR PROCESS SENSITIVE INFORMATION. AIO WILL NOT HAVE, AND AIO SPECIFICALLY DISCLAIMS, ANY LIABILITY THAT MAY RESULT FROM CLIENT'S BREACH OF THIS SECTION.

AIO has no obligation to screen, monitor, or review Client Data, or its use by Client. AIO does not endorse any Client Data or any opinion, recommendation, or advice expressed therein, and AIO expressly disclaims any and all liability in connection with Client Data. Nonetheless, if AIO has reason to believe that Client Data may not conform to the requirements of these Terms, or violate the rights of others (including relating to a takedown request), then AIO may, in its sole discretion and without liability to Client: (i) limit access to, or remove or delete, the relevant Client Data, (ii) suspend Client's or any User's Account, or (iii) take any other action AIO deems necessary to protect AIO, its users, or third parties.

AIO Services are not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA). It is Client's sole responsibility to ensure that Client's use of the AIO Services is in compliance with all applicable laws including industry-specific regulation.

7.4 Compelled Disclosures

AIO may disclose a Client's confidential information (including Client Data) to the extent compelled by law to do so. AIO will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If AIO is compelled by law to disclose Client's confidential information as part of a civil proceeding to which AIO is a party, and Client is not contesting the disclosure, Client will reimburse AIO for its reasonable cost of compiling and providing access to that confidential information.

7.5 Privacy

AIO's Privacy Notice is available at www.AIO.build/privacy. To the extent AIO processes Personal Data (as defined in the Data Processing Addendum (“DPA”)) in relation to the AIO Services as a Data Processor (as defined in the DPA), the terms of the DPA apply. The DPA is available at https://www.AIO.build/en/privacy/dpa.

8. Confidentiality

8.1 Definition of Confidential Information

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. Confidential Information of Client includes Client Data; Confidential Information of AIO includes the AIO Services, the AIO Materials, pricing and fee information, security audit reports, technical documentation, product roadmaps, and the terms of these Terms (but not their existence). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

8.2 Protection of Confidential Information

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

8.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8.4 Return or Destruction of Confidential Information

Upon termination or expiration of these Terms, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, except that the Receiving Party may retain copies: (i) to the extent required by applicable law or regulation; (ii) in accordance with its standard backup and archival procedures, provided such retained copies remain subject to the confidentiality obligations herein; or (iii) as necessary to exercise any surviving rights or perform any surviving obligations under these Terms.

9. Intellectual Property Rights

9.1 AIO's Intellectual Property Rights

Client acknowledges that the AIO Services are provided as a service and not sold, and that Client acquires no ownership interest in the AIO Services or AIO Materials. As between AIO and Client, AIO and its Affiliates own all Intellectual Property Rights associated with the AIO Materials and AIO trade names and trademarks. AIO Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Except as set forth in these Terms, Client's use of the AIO Services and AIO Materials, and any parts or elements, does not grant to Client any ownership right or intellectual property rights therein. AIO reserves all rights not expressly granted to Client in these Terms.

All enhancements, modifications, improvements, updates, upgrades, and derivative works of the AIO Services or AIO Materials, whether or not based on Feedback or Client Data, shall be owned exclusively by AIO. Client hereby assigns to AIO all right, title, and interest in and to any such enhancements, modifications, improvements, updates, upgrades, or derivative works that may arise from Client's use of the AIO Services.

9.2 Feedback

If a Client or a User provides AIO with any Feedback, AIO shall have the right to use such Feedback at its discretion, including the incorporation of such suggested changes into the AIO Services.

Client or User hereby grants AIO a perpetual, irrevocable, nonexclusive, assignable, sub-licensable (through multiple tiers), royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use Feedback for any purpose.

9.3 Trademarks and Branding

Client acknowledges that “AIO,” the AIO logo, and all other AIO trade names, trademarks, service marks, logos, product and service names, designs, and slogans (collectively, “AIO Marks”) are the exclusive property of AIO or its Affiliates. Client shall not use, register, or attempt to register any AIO Marks or any mark, name, or designation that is confusingly similar to any AIO Mark, in any jurisdiction. Client is granted no right or license to use any AIO Marks except as expressly set forth in these Terms.

Client may not use AIO's name, logo, or trademarks in any advertising, publicity, or marketing materials without AIO's prior written consent. AIO may include Client's name and logo in AIO's customer lists and marketing materials, subject to Client's reasonable trademark usage guidelines provided in writing to AIO.

9.4 Reservation of Rights

AIO reserves all rights in the AIO Services, AIO Materials, and AIO Marks not expressly granted to Client in these Terms. No rights are granted to Client by implication, estoppel, or otherwise, except as expressly set forth in these Terms. AIO may freely use, disclose, reproduce, license, or otherwise distribute and exploit any general knowledge, skills, experience, ideas, concepts, know-how, and techniques that AIO acquires or develops in connection with providing the AIO Services to Client.

10. Disclaimers; No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AIO SERVICES, AIO MATERIAL, PLATFORM AND ANY CONTENT AND FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE AIO SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AND AIO AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WHETHER EXPRESS, IMPLIED, ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, AND RELIABILITY.

NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE THAT ARE NOT CONTAINED IN THESE TERMS SHALL BE DEEMED TO BE A WARRANTY, CONDITION, REPRESENTATION, OR GUARANTY BY AIO. WITHOUT LIMITING THE FOREGOING, AIO AND ITS AFFILIATES DO NOT WARRANT (I) THAT THE AIO SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE AIO SERVICES WILL BE FREE FROM ANY INTERRUPTIONS, DELAYS, INACCURACIES, SERVER DOWN-TIME, ERRORS, OR OMISSIONS, (II) THAT DEFECTS WILL BE CORRECTED, (III) THE PERFORMANCE OR RESULTS CLIENT MAY OBTAIN BY RECEIVING OR USING THE AIO SERVICES, OR (IV) THAT THE AIO SERVICES WILL MEET CLIENT'S OR ANY OTHER PARTY'S REQUIREMENTS.

Device and Wireless Carrier Disclaimers. While AIO attempts to provide the AIO Services to all Users, use of the AIO Services may be limited due to conditions outside of AIO's control. As a result, not all advertised features may be available at all times. Some of these conditions include, but are not limited to, the following: a User's mobile device or their wireless carrier may limit the features available. Data or messaging plans may limit certain use of AIO Services. A User's wireless, voice and/or data signal may make access to the AIO Services or some of its features intermittent or unavailable. The AIO Services may not be available in some geographic locations. AIO is not liable, and expressly disclaims any representations or warranties, regarding access to the AIO Services through a particular wireless carrier, network, or plan, on a particular device, or in a particular location. Client and its Users are each solely responsible for any and all costs each party incurs to access the AIO Services through their own mobile or other computing device.

AI FUNCTIONALITY DISCLAIMERS. CLIENT ACKNOWLEDGES AND AGREES THAT THE AI FUNCTIONALITY IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND. AIO DOES NOT WARRANT THAT THE AI FUNCTIONALITY WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR MEET CLIENT'S REQUIREMENTS. CLIENT ACKNOWLEDGES THAT AI FUNCTIONALITY MAY PRODUCE INACCURATE, INCOMPLETE, OR BIASED OUTPUTS AND THAT CLIENT IS SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ANY OUTPUT BEFORE RELIANCE OR USE. AIO DISCLAIMS ALL LIABILITY FOR ANY DECISIONS OR ACTIONS TAKEN BY CLIENT BASED ON OUTPUT FROM THE AI FUNCTIONALITY.

ALL PROFESSIONAL SERVICES, INCLUDING BUT NOT LIMITED TO IMPLEMENTATION, DATA IMPORT, TRAINING, CONSULTING, AND SUPPORT SERVICES, ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE CLIENT ACKNOWLEDGES THAT RESULTS FROM PROFESSIONAL SERVICES MAY VARY AND THAT AIO DOES NOT GUARANTEE ANY SPECIFIC OUTCOMES OR RESULTS FROM SUCH SERVICES. BY PROVIDING AIO OR ITS REPRESENTATIVES WITH ACCESS TO THE CLIENT'S ACCOUNTS, WHETHER DIRECTLY OR VIA A THIRD-PARTY APPLICATION, THE CLIENT CONSENTS TO SUCH ACCESS AND AGREES THAT AIO SHALL NOT BE LIABLE FOR ANY ISSUES, ERRORS, OR DAMAGES ARISING FROM SUCH ACCESS OR RELATED ACTIONS.

11. Indemnification

11.1 AIO Indemnification

Subject to the exclusions below, AIO will, at AIO's expense, defend and/or settle any claim, suit or proceeding brought by a third party against Client or Client's officers, directors, employees, agents and affiliates (collectively, “Client Parties”) alleging that the AIO Services, as provided by AIO, infringe any copyright, trademark, trade secret or patent protectable under U.S. law. In addition, AIO will pay any judgment awarded against the Client Parties or any settlement amount agreed to by AIO for the indemnified claim. Notwithstanding the foregoing, AIO shall have no indemnity or other defense obligations in relation to any functionality or services that are being used or are identified as trial use, evaluation use, or beta.

THIS INDEMNITY IS THE CLIENT PARTIES' EXCLUSIVE REMEDY AND AIO'S SOLE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

AIO will have no obligation under Section 11.1(1) with respect to any claim of infringement arising out of or based upon: (i) Client Data; (ii) use of the AIO Services in any manner other than as expressly authorized and contemplated in these Terms; (iii) the combination of the AIO Services with any other software, hardware, material, or processes not provided by AIO; (iv) any modification of the AIO Services not made by AIO; (v) Client's failure to use updates or corrections to the AIO Services made available by AIO; (vi) any Third-Party Provider or Non-AIO Application; or (vii) Client otherwise causing the AIO Services to become infringing (collectively, the “Indemnity Exclusions”).

If AIO reasonably believes that a claim of infringement relating to the AIO Services may arise, AIO may, without limiting AIO's indemnity obligations hereunder, procure the right for Client to continue to use the AIO Services or modify the AIO Services in a functionally equivalent manner so as to avoid such claim of infringement. If the foregoing options are not available on commercially reasonable terms and conditions (in AIO's determination), AIO may immediately terminate these Terms and refund to Client a prorated amount of prepaid Fees for access to the Services actually paid by Client for the remainder of the Subscription Term.

Client Parties that receive notice, or become aware, of a claim that AIO has agreed to defend under this Section must give AIO prompt written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Client Parties will not make any payment or incur any costs or expenses with respect to such claim, except as requested by AIO or as necessary to comply with this procedure. The Client Parties will not make any admission of liability or take any other action that limits the ability of AIO to defend the claim. AIO shall have the right to assume full and complete control of the defense or settlement of such claim or allegation. The Client Parties will fully cooperate in the defense or settlement of the claim as reasonably requested by AIO.

11.2 Client Indemnification

Client will, at Client's expense, indemnify, defend and hold harmless AIO and its Affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, “AIO Parties”), from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Client's (or any User's) use or misuse of the AIO Services or AIO Materials; (ii) Client Data, including any claim that Client Data infringes or misappropriates any third-party Intellectual Property Rights or violates any applicable law; (iii) any representations made by Client to AIO, its Affiliates, or third parties; (iv) Client's violation or breach of these Terms; (v) Client's violation of the rights of any other person or entity; (vi) any Indemnity Exclusions; or (vii) any dispute between Client and any User or third party. AIO reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify AIO, and Client agrees to cooperate with such defense of these claims.

Client will, at Client's expense, defend and/or settle any claim, suit or proceeding brought by a third party against the AIO Parties arising out of or relating to any Output generated using AI Functionality, including any claims that such Output infringes any intellectual property rights or violates any applicable law. In addition, Client will pay any judgment awarded against the AIO Parties or any settlement amount agreed to by Client for the indemnified claim.

12. Limitation of Liability

12.1 No Liability

AIO shall not be liable to the Client or User for any consequences resulting from:

• any modifications in these Terms, modification of the AIO Services, AIO Material, Account usage by Client or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the AIO Services or AIO Materials;
• deletion of, corruption of, or failure to store any Client Data;
• use of Client Data by the Client or any of the Users associated with the Account;
• upgrading or downgrading of a current Subscription by Client;
• any disclosure, loss or unauthorized use of the login credentials of Client or any User due to Client's failure to keep them confidential;
• Client's use of the Account or the AIO Services by means of web browsers other than those accepted or supported by AIO;
• the application of any remedies against the Client or Users by AIO;
• the differences between technologies and platforms used for access;
• AIO's application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, AIO and its Affiliates shall not be liable to the Client for any claim by any User, person, organization, or third persons against the Client arising out of the Client's failure to:

• provide AIO with accurate information about the Client, Users or Account;
• notify AIO of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
• provide any AIO Services or Features which it has agreed to provide to any person or organization;
• ensure the lawfulness of the Client Data;
• obtain the necessary rights to use the Client Data; or
• abide by any of the restrictions described in these Terms.

12.2 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE AIO PARTIES ARISING OUT OF OR RELATED TO THESE TERMS OR ITS SUBJECT MATTER, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THESE TERMS TO AIO FOR THE SPECIFIC AIO SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH LIABILITY AROSE UNDER THESE TERMS. THIS LIMITATION OF LIABILITY IS AN AGGREGATE LIMIT AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE CLAIM OR INCIDENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL AIO HAVE ANY LIABILITY TO CLIENT, ITS AUTHORIZED USERS, OR ANY THIRD PARTY FOR PARTICIPATION IN THE AIO PARTNER ECOSYSTEM. WHILE WE CAREFULLY SELECT OUR PARTNER ECOSYSTEM, AIO CAN NOT BE RESPONSIBLE FOR ANY ACTIONS OR RESULTS RELATED TO THE SERVICE PERFORMED BY THE PARTNER ECOSYSTEM. PLEASE USE YOUR BEST JUDGMENT AND CONDUCT YOUR OWN DUE DILIGENCE.

12.3 Exclusion of Consequential and Related Damages

IN NO EVENT WILL THE AIO PARTIES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ITS SUBJECT MATTER FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES HOWEVER ARISING.

12.4 Scope of Limitations

THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES IN SECTIONS 12.2 AND 12.3 SHALL APPLY: (i) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OR ELSEWHERE; (ii) TO ALL CLAIMS IN THE AGGREGATE ARISING UNDER OR RELATING TO THESE TERMS OR THE SUBJECT MATTER OF THESE TERMS; (iii) REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UNDER WHICH THE CLAIM ARISES, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, OR OTHERWISE; (iv) REGARDLESS OF WHETHER AIO HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES; AND (v) REGARDLESS OF IF THE REMEDIES AVAILABLE UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

12.5 Allocation of Risk

THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THESE TERMS ARE FUNDAMENTAL PARTS OF THE BASIS OF AIO'S BARGAIN HEREUNDER, AND CLIENT ACKNOWLEDGES THAT SUCH PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK.

Since some jurisdictions do not allow certain limitations or exclusions of warranties or liability, some or all of the limitations and exclusions set forth in this Section 12 may be held unenforceable as applied to Client Parties. In such cases, AIO's liability shall be limited to the greatest extent permitted under applicable law.

13. Termination / Suspension

13.1 For Convenience

These Terms and Client's access to the AIO Services may be terminated for convenience in the following situations:

• by the Client at any time effective upon the next Renewal Date;
• by AIO effective upon the next Renewal Date;
• by AIO at any stage and for any reason, provided that AIO will provide a pro rata refund of any prepaid, unused Fees for the remainder of the Subscription Term following the effective date of termination; or
• immediately by either party, if proceedings are initiated for the other party's liquidation or insolvency or a negotiated settlement with the other party's creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

13.2 For Default

These Terms and Client's access to the AIO Services may be terminated for default upon written notice to the other party in accordance with Section 15.7 “Notice”:

• by either party if the other party breaches these Terms and does not cure the breach within 30 days of receipt of a notice specifying the breach in reasonable detail;
• immediately by AIO if Client breaches its obligations under Section 4 “Restrictions”, 7 “Client Data/Sensitive Information”, 9 “Intellectual Property Rights” or 11 “Indemnification”; or
• by AIO with immediate effect if: (i) Client's use of the AIO Services is suspected, in AIO's sole discretion, of illegal activity, (ii) requests made by law enforcement, judicial order or other government agencies for such termination, or (iii) if Client's use of the AIO Services endangers the property of others, the website or the Platform.

13.3 Effect of Termination

Upon termination of these Terms for any reason whatsoever:

• AIO shall deactivate and permanently delete the Account and all Client Data in the AIO Services within 180 days of the effective date of termination of these Terms and/or Client's access to the AIO Services. If the Client specifically requests an earlier deletion of the Account and all Client Data, AIO shall fulfill the request within 1 month of its receipt.
• Client must:
  • stop using and prevent the further usage of the AIO Services;
  • pay any amounts owed to AIO under these Terms; and
  • discharge any liability incurred by the Client under these Terms prior to the termination.
• Except as otherwise set forth herein, in no event shall Client receive a refund of any Fees prepaid hereunder.
• The following provisions shall survive the termination of these Terms: Sections 1, 4, 6, 7–12, 14 and 15.

13.4 Suspension

AIO has the right to suspend access to all or any part of the AIO Services or an Account, including removing content, at any time, with or without notice, and for any period of time, if AIO determines that (i) there is a threat or attack on any of the AIO Services; (ii) Client's or any User's use of the AIO Services disrupts or poses a security risk to the AIO Services or to any other customer or vendor of AIO; (iii) Client or any User, is using the AIO Services for fraudulent or illegal activities; (iv) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v) AIO's provision of the AIO Services to Client or any User is prohibited by applicable law; (vi) Client is, or reasonably suspected by AIO to be, in breach of these Terms; (vii) usage by Client or its Users of the AIO Services to be excessive in relation to other AIO Service users; (viii) to protect the integrity, operability, and security of the AIO Services; or (ix) in accordance with Section 6.7 (collectively, a “Service Suspension”). AIO shall have no obligation to provide Client with any credit or refund of prepaid Fees due to suspension in accordance with these Terms.

14. AIO Contracting Entity / Arbitration / Governing Law & Jurisdiction

14.1 AIO Contracting Entity

AIO is contracting with the Client under these Terms only if Client is domiciled in the United States. AIO determines the domicile of the Client based on the country indicated in the billing address of the Client. For Free Trials, AIO determines the domicile of the Client based on the location indicated in the IP-address of the Client. By accepting these Terms or using the AIO Services, the Client is contracting with:

14.2 Arbitration / Governing Law and Jurisdiction

THIS ARBITRATION PROVISION APPLIES TO THE SUBSCRIPTION TO OR USE OF AIO'S SERVICES. THE ARBITRATION PROVISION APPLIES TO AIO CLIENTS OR USERS AND DOES NOT ENCOMPASS DISPUTES BETWEEN AIO AND PERSONS MERELY BROWSING AIO'S WEBSITE. If you do not agree to arbitrate disputes with AIO, then do not subscribe to, or purchase AIO's products.

In the event of a dispute, controversy or claim arising out of or in relation to these Terms of Service and the Subscription to or Use of AIO's Services, including but not limited to the formation, validity, breach or termination of these Terms, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law.

For Clients domiciled in the United States, any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Wilmington, DE, using the English language in accordance with the Commercial Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The Streamlined Rules shall apply to any dispute putting less than $250,000 at issue (not including attorneys' fees) and the parties agree that Rule 28 (baseball option) can be employed. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

For all purposes of these Terms, the parties consent to (i) exclusive jurisdiction and venue in the United States Federal Courts located in Delaware and (ii) the laws of the State of Delaware as the governing law, without giving effect to any principles of conflicts of law. The parties each agree that it shall bring any dispute against the other in its respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, the parties each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.

15. General

15.1 Relationship of the Parties

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between Client and AIO, and Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

15.2 Severability

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

15.3 Entire Agreement

These Terms, including the additional terms incorporated herein by reference, are the entire agreement between Client and AIO regarding Client's use of the AIO Services, AIO Materials and the Platform and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

15.4 Modification

AIO reserves the right, in its sole discretion, to modify the Terms from time to time. Notification of such modifications may be posted on or through the Platform or the AIO Services or by posting on the “Terms” section of https://www.AIO.build. Modifications to these Terms will take effect at the earlier of (i) the first Renewal Date following posting, or (ii) thirty (30) days after posting (the “Amended Date”). If Client does not wish to be bound by the modifications, then Client must cancel prior to the Amended Date in accordance with Section 13 above. Client's continued use of the AIO Services constitutes its acceptance of these Terms and any modifications.

15.5 Assignment

Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without AIO's prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client may assign these Terms without consent upon written notice to AIO: (1) to any credit-worthy entity controlled by, or under common control with the Client that assumes all of Client's obligations under these Terms; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client provided the surviving entity is credit worthy and assumes all of Client's obligations under these Terms. AIO may freely assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without restriction.

15.6 No Waiver

No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise expressly set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15.7 Notices

Except as otherwise specified in the Terms, all notices related to the Terms from Client to AIO will be in writing and will be effective upon (i) personal delivery, (ii) the second business day after mailing, or (iii), except for notices of termination or an indemnifiable claim, which shall clearly be identifiable as “Legal Notices”, the day of sending by email. Billing-related notices to Client will be addressed to the relevant billing contact designated by Client. All other notices to Client will be addressed to the Client system administrator designated by Client in the Platform or will be provided using banners or pop-ups within the Platform.

15.8 Force Majeure

In no event shall AIO be liable, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond AIO's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, cyber attacks, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.