CliftonAI, LLC

TERMS OF USE

Last Updated: September 6, 2024

These terms of use (“Terms of Use”) govern your use of the CliftonAI, LLC website located at https://www.cliftonai.com and all associated websites, applications, services, and content (collectively, the “Website” or “Services”) that are operated by CliftonAI, LLC ( “Clifton,” “we,” “us,” or “our”). These Terms of Use apply to any user (“you”) of the Services or whose third-party financial institution, services provider, or platform provider (each, a “Platform Operator”) has contracted Clifton to make its services (“Platform Services”) available to you. These Terms of Use constitute a legally binding agreement between Clifton and you. You understand and acknowledge that when you access or use Platform Services that utilize Clifton Services, you accept and agree to be bound by these Terms of Use. Please read these Terms of Use carefully, including our Privacy Policy, which is incorporated by reference herein, and any additional risk disclosures available on the Website and/or on the Platform Operator’s website before you access our Services.

THESE TERMS OF USE CONTAIN A BINDING ARBITRATION PROVISION. UNLESS YOU ACT PROMPTLY TO REJECT THE ARBITRATION PROVISION, ARBITRATION CAN HAVE A SUBSTANTIAL IMPACT ON YOUR RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PURSUE OR PARTICIPATE IN A CLASS ACTION LAWSUIT. YOU MAY REJECT THE ARBITRATION PROVISION AS EXPLAINED BELOW.

CLIFTON DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE PLATFORM OPERATORS WHO ENGAGE CLIFTON TO MAKE ITS SERVICES AVAILABLE TO YOU. CLIFTON IS NOT A BROKER-DEALER, INVESTMENT ADVISER, BANK, OR OTHER REGULATED ENTITY.

YOUR USE OF OUR SERVICES MAY INVOLVE SIGNIFICANT RISK, SUCH AS LOSS OF VALUE INCLUDING TOTAL LOSS OF PRINCIPAL, VOLATILE MARKET CONDITIONS, SECURITY INCIDENTS, HACKING AND CYBERSECURITY RISKS.

YOU ENGAGE IN THE SERVICES AT YOUR OWN RISK.

YOU ARE RESPONSIBLE FOR YOUR LOSSES.

  1. Description of our Services. CliftonAI, LLC (“CliftonAI”), a Delaware limited liability company, is a software services company that develops and maintains artificial intelligence software (“AI Software”) to various Platform Operators (“CliftonAI Services”). Through your Platform Operator’s website or mobile application (“Platform”), you may be able to access and use, directly or indirectly, the Clifton AI Services. If our AI Software is made available to you by your Platform Operator, you understand and acknowledge that your Platform Operator, and not Clifton, is solely responsible for the outputs presented to you. You further understand that artificial intelligence and machine learning software is rapidly evolving. While we are constantly working to improve our AI Software, we cannot guarantee the accuracy or reliability of outputs. To the extent you do not want CliftonAI to use your data in connection with your use of our AI Software to train our AI Software, you can elect to opt out by contacting CliftonAI at support@cliftonai.com. Please note that in some cases, you may not be able to access relevant Platform Services supported by the CliftonAI Services if you elect to opt out.

When you use Platform Services supported by our AI Software, you understand and agree to the following:

  1. Your Access. You may access the Services through your account with your Platform Operator (“Platform Account”). By accessing the Service via an Platform Platform, you specifically consent to Clifton accessing your Platform Account as it relates to providing you with the Services. You are solely responsible for the confidentiality, use, and access to your Platform Account credentials (“Credentials”), and you will immediately inform your Platform Operator and Clifton if you suspect that your Credentials have been lost or compromised, or if you suspect unauthorized use of your Platform Account. You understand that you, and anyone you have given access to your Credentials, will have access to the applicable Services supporting your Platform Account. You are responsible for maintaining the security of your Platform Account and your Credentials, and for preventing unauthorized or fraudulent access to your Platform Account. Do not share your Credentials or other information about your Platform Account. You should never access your Platform Account while on a public network. To the extent permitted by law, you will be responsible for any and all fraudulent and/or unauthorized activity in your Platform Account resulting from your acts or omissions, including any loss of funds, incurred transaction fees, and tax consequences and related to use of our Services.

Clifton reserves the right to restrict or suspend your access to our Services at any time and for any reason and shall have no liability to you for any loss or damage caused by such access (or lack thereof). Further, your Platform Operator may close, limit, suspend or otherwise restrict your Platform Account in accordance with any agreement you have entered with it. In any event, Clifton shall not be liable for any loss or damage while you are unable to access your Platform Account or caused by any unauthorized use of your Platform Account and our Services.

  1. Modification of Terms of Use. Clifton reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time, and Clifton will revise the “last updated” designation above to reflect the date on which these Terms of Use were most recently modified. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes to these Terms of Use. As long as you comply with these Terms of Use, Clifton grants you a personal, non-exclusive, non-transferable, limited privilege to use the Services. Clifton may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

  1. Content and Intellectual Property. All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained within the Services is owned, controlled or licensed by or to Clifton, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. As between you and Clifton, Clifton and its licensors exclusively own all right, title and interest in and to the Content and the Services, including all associated intellectual property rights, unless otherwise provided herein. You acknowledge that the Content and Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Except as expressly provided in these Terms of Use, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Clifton’s express prior written consent.

Notwithstanding anything to the contrary herein, you understand that as between you and Clifton, and to the extent permitted by applicable law, you retain ownership of all inputs and outputs in connection with your use of the AI Software (“AI Content”). Accordingly, Clifton hereby assigns to you all of our right, title, and interest, to the extent applicable, of any AI Content created by you through the use of our AI Software.

  1. Eligibility. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Clifton, and not otherwise barred from using the Services under applicable law.

  1. Purchases; Other Terms of Use and Conditions. Additional terms and conditions, or separate contractual agreements may apply to purchases of products or services and to specific portions or features of the Services, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions and contractual agreements, including representing that you are of sufficient legal age and that you have sufficient legal authority to use or participate in such service or feature, and to bind yourself or the entity on whose behalf you are acting to these Terms of Use or to any other relevant contractual agreement. If there is a conflict between these Terms of Use and the terms posted or contractual agreements for or applicable to a specific portion of the Services or for any product or service offered on or through the Services, the latter terms shall control with respect to your use of that portion of the Services or the specific product or service.

Clifton’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which Clifton provides them to various Platform Operators, and nothing in these Terms of Use impose any additional obligations on Clifton.

Clifton may make changes to any Services, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Website with respect to products and services may be out of date, and Clifton makes no commitment to update the materials on the Website with respect to such products and services.

  1. Feedback. Clifton appreciates feedback, enhancement requests, corrections, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). You hereby grant Clifton a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, non-exclusive license to use, copy, modify, distribute and incorporate into the Services any Feedback you provide to us. You acknowledge that Clifton may use Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, and Clifton may treat Feedback received from you as non-confidential. Clifton may monitor how you use the Services and may utilize the information concerning your use of the Services to improve Clifton’s Services or other services. Clifton will solely own all sites, products and services developed by or for Clifton that leverage or incorporate such Feedback.

  1. General Prohibitions and Enforcement Rights. You agree not to do any of the following:

  1. Use, display, mirror or frame the Services or any individual element within the Services, Clifton’s name, any Clifton trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Clifton’s express written consent;

  1. Access, tamper with, or use non-public areas of the Website, Clifton’s computer systems, or the technical delivery systems of Clifton’s providers;

  1. Attempt to probe, scan or test the vulnerability of any Clifton system or network or breach any security or authentication measures;

  1. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Clifton or any of Clifton’s providers or any other third party (including another user) to protect the Services;

  1. Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Clifton or other generally available third-party web browsers;

  1. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

  1. Use any meta tags or other hidden text or metadata utilizing a Clifton trademark, logo URL or product name without Clifton’s express written consent;

  1. Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms of Use or otherwise expressly authorized by Clifton in writing;

  1. Forge any header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

  1. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

  1. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Website;

  1. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

  1. Violate any applicable law or regulation; or

  1. Use the Services or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Clifton or others.

Clifton is not obligated to monitor access to or use of the Services or to review or edit any content. However, Clifton has the right to do so for the purpose of operating the Services, to ensure compliance with these Terms of Use, and to comply with applicable law, other legal requirements, or Clifton’s internal policies and procedures. Clifton reserves the right, but is not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if Clifton, at its sole discretion, considers it objectionable or in violation of these Terms of Use. Clifton has the right to investigate violations of these Terms of Use or conduct that affects the Services. Clifton may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

  1. Links to Third-Party Websites or Resources. The Services may allow you to access third-party websites, services, or other resources (“Third-Party Services”). Clifton provides access to Third-Party Services only as a convenience and is not responsible for the content, products, or services on or available from those resources or links displayed on such Third-Party Services. Additionally, Clifton makes no representations or warranties concerning the content of such Third-Party Services, and the fact that access to such Third-Party Services is provided does not constitute any endorsement, authorization or sponsorship of such Third-Party Services. You acknowledge sole responsibility for and assume all risk arising from, your use of any Third-Party Services.

  1. Warranty Disclaimers. None of the Content on or made available through the Services shall be considered an offer or recommendation by Clifton to buy or sell, or a solicitation of an offer from Clifton to buy or sell any digital asset, derivative, security or instrument or to participate in any particular trading strategy. Further, none of the Content is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. Any historical data and analysis which may be made available to you, should not be taken as an indication or guarantee of any future performance, analysis, forecast or prediction. The entire risk as to the accuracy, completeness and use of the Content of the Services (including any Third-Party Services made available to you through the Services) is with you, as is the risk of viruses and other contamination.

YOU HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SITE, INCLUDING ANY THIRD-PARTY SERVICES YOU ACCESS OR USE IN CONNECTION WITH THE SITE.

CLIFTON DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE, THIRD-PARTY SERVICE, OR FEATURE AVAILABLE VIA THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE IS PROVIDED “AS IS” AND “AS-AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, CLIFTON EXPLICITLY DISCLAIMS, WITH RESPECT TO BOTH THE SITE AND ANY THIRD-PARTY SERVICES AVAILABLE VIA THE SITE, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Clifton makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any information or content available through the Services or made available via Third-Party Services.  

Clifton reserves the right to do any of the following, at any time, without notice: (a) to modify, suspend or terminate operation of or access to the Services, or any portion of the Services, for any reason; (b) to modify or change the Services, or any portion of the Services; and (c) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

  1. Indemnity. You will indemnify and hold Clifton, and each of its officers, directors, employees, agents, subsidiaries and affiliates, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses (including attorneys’ fees), made against Clifton by any third party due to or arising out of or in any way connected with (a) your access to or use of the Services and any Content contained therein, or (b) your violation of these Terms of Use.

 

  1. Limitation of Liability. Except where prohibited by law, in no event will Clifton be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits or trading losses, even if Clifton has been advised of the possibility of such damages. If, notwithstanding the other provisions of these Terms of Use, Clifton is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Services or any Content, Clifton’s liability shall in no event exceed US $10.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

  1. Dispute Resolution, Governing Law, and Arbitration. You agree that these Terms of Use will be governed by and construed under the laws of the State of Delaware without regard to conflicts of law principles. The parties will submit all disputes arising under these Terms of Use to arbitration in New York City, New York before a single arbitrator of the American Arbitration Association (“AAA”), unless you opt out of arbitration by sending an opt out notice to Clifton at support@cliftonai.com within the first 30 days of being subject to these Terms of Use. The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties. Neither party to these Terms of Use will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent a party from obtaining an injunction. You waive your right to participate in class action lawsuits or class-wide arbitration for claims arising out of these Terms of Use.

  1. General Terms of Use.

  1. Entire Agreement; Assignment. These Terms of Use constitute the entire and exclusive understanding and agreement between Clifton and you regarding the Services, and these Terms of Use supersede and replace all prior oral or written understandings or agreements between Clifton and you regarding the Services. If any provision of these Terms of Use is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect. You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Clifton’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null. Clifton may freely assign or transfer these Terms of Use without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

  1. Notices. Any notices or other communications provided by Clifton under these Terms of Use will be given: (i) via email; or (ii) by posting to the Website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

  1. Waiver of Rights. Clifton’s failure to enforce any right or provision of these Terms of Use will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Clifton. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise.

  1. Contact Information. If you have any questions about these Terms of Use please contact Clifton at: support@cliftonai.com or if you have questions about the Services or wish to provide Feedback, please contact Clifton at: support@cliftonai.com.