A. Services

1. Overview

1. Under this Agreement, AiTrillion agrees to make available to Customer, for Customer’s use only, the Services, including Customer’s access to and use of this Website and the AiTrillion Code.
2. This Agreement permits a Customer to purchase Subscription Plans to online software-as-a-service products and other services from AiTrillion in accordance with the terms of this Agreement, together with any additional terms and conditions under which those Servicesare provided, where are hereby incorporated herein by reference.
3. This Agreement will govern Customer’s initial subscription as well as any future subscriptions and may be amended by AAAecommerce at any time prior to renewal.
4. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that regardless of any terms such as “purchase”, “sale”, or like terms herein, Customer is purchasing a limited, non-transferable license to utilize the Services subject to this Agreement, and no ownership rights in the Servicesare being conveyed to Customer under this Agreement.

2.  Subscriptions; Trial Subscriptions

a.  Subscription

Unless otherwise agreed to in writing signed by AiTrillion and Customer, the Initial Subscription Term begins on the Service Commencement Date and lasts for the period of time described in the terms set forth in the selected Subscription Agreement, including any renewal terms.

b. Trial Subscription

If Customer receives free access or a trial or evaluation subscription to the Service, then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of fourteen (14) days or such other period granted by AiTrillion. AiTrillion has the right to terminate a Trial Subscription at any time for any reason or no reason at all.

3. Access to Services

1. Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions otherwise provided in writing by AiTrillion.
2. Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on AiTrillions systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person.
3. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third-party regarding provisioning and use of such credentials.
4. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords.
5. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will immediately delete such user ID and otherwise terminate such Permitted User’s access to the Service.
6. The right to use the Services includes the right to deploy AiTrillion Code on Customer Properties in order to enable messaging, chat and similar functionality and to collect Customer Data for use with the Services as further described below.

4.  New Features

Any new features, tools or Services that are added to or offered through this Website shall be subject to this Agreement.

5.  Permitted Users

Customer may permit its Contractors, Affiliates, and employees to serve as Permitted Users. Customer shall remain liable for their use of the Services, including compliance with all of the terms and conditions of this Agreement, and any use of the services by such individuals is for the sole benefit of Customer.

6. Customer Support

AiTrillion will provide technical support for its Services during the term of this Agreement in accordance with its Customer Support Policy, which is set for the in Section 3 of this Agreement.

7. Changes To This Agreement

1. We reserve the right to revise or amend this Agreement from time to time. Any changes to this Agreement regarding use of the Website will be posted to this Website and shall be effective as of the stated date of the revisions. By continuing to use this Website or the Services after said changes are posted, you agree to the revised policy.
2. If AiTrillion modifies the provisions of this Agreement related to subscription Services, unless otherwise specified by AiTrillion, said changes shall be effective for the subscribed Customer upon renewal of Customer’s current Subscription Term or upon written notice from AiTrillion.
3. Customers shall be required to accept any modified or new Agreement in effect as a condition of renewing a Subscription Term. Further, the continued use of the Services after the effective date of any modified or new Agreement shall constitute the Customer’s acceptance of said modified or new agreement.
4. If AiTrillion specifies that changes to the Agreement will take effect prior to Customer’s next renewal or order (such as for legal compliance or product change reasons), and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of that portion of any fees paid by Customer in advance for the remaining months of the terminated Subscription Term, but only on a pro-rated basis for the terminated portion of the Subscription Term.
5. Subject to the foregoing paragraphs of this section, no other amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of the same and signed by an authorized representative of each party.

B. Fees And Payments

1. All subscriptions are billed in accordance with your Subscription Plan and/or Affiliate Program.
2. Customer shall pay the fees indicated in our Pricing Policy, which is available here (https://app.AiTrillion.com/pricing) for the corresponding Services. Fees for Services will be fully earned and non-refundable when and as the Services are performed. The current rates are subject to change at any time in AiTrillions sole discretion. In the event of a rate change during a Subscription Term, Customer’s sole remedy shall be the termination of the Subscription and this Agreement.
3. Services requested but not described in this Agreement or the Pricing Policy will be charged to Customer at AiTrillions standard rates, unless otherwise specified on the Website.
4. Unless otherwise stated in the applicable Subscription Agreement, all amounts due shall be paid in U.S. Dollars within 30 days after date of invoice.
5. If you are purchasing the Servicesusing credit card, debit card or other payment card (“Credit Card”), the following terms apply:
6. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes AiTrillion (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date.
7. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s use of the Services and may include subscription fees for the remainder of Customer’s applicable billing period and overage fees for the prior month.
8. Customer acknowledges that for certain Credit Cards, the issuer of Customer’s Credit Card may charge a foreign transaction fee or other charges.
9. If payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to AiTrillion and AiTrillion may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
10. At any time, Customer may change its Credit Card information by entering updated Credit Card information via the “Settings” page on the Dashboard.
11. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending AiTrillion notice of non-renewal to md@AiTrillion.com
12. Upon any termination or expiration of the Subscription Term, AiTrillion will charge Customer’s Credit Card (or invoice Customer directly) for any outstanding fees for Customer’s use of the Services during the Subscription Term, after which AiTrillion will not charge Customer’s Credit Card for any additional fees.
13. Any late payments will be subject to a service charge equal to 2.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
14. AiTrillions provision of the Services to Customer may require payment of expenses incurred by AiTrillion. Communications, equipment usage, and similar expenses, if applicable, will be based on standard rates provided generally by AiTrillion.
15. Any payment not received by the date due shall bear interest from the date past due at the rate of one percent (1%) per month (prorated for partial periods) or the maximum rate permitted by applicable law, whichever is less.
16. In the event that payment due to AiTrillion is collected at law or through an attorney-at-law, or under advice therefrom, or through a collection agency, Customer agrees to pay all costs of collection, including, without limitation, all court costs, and reasonable attorney’s fees.
17. As between AiTrillion and Customer, Customer accepts sole responsibility for the payment of any taxes, charges, or assessments imposed on Customer, the Service, or the fees to be paid AiTrillion by any foreign or domestic national, state, or local government bodies, or subdivisions thereof, and any penalties or interest (other than income taxes imposed on AiTrillions revenue). If AiTrillion is required by applicable law to withhold any Taxes from Customer’s payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, AiTrillion receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made.

C.  LicenseAnd Intellectual Property

1.  License

1. To enable Customer to receive and use the Services, AiTrillion grants Customer, and Customer accepts, a non-exclusive, non-transferable, license to install, store, operate and use AiTrillion Code on Customer Properties in order to enable AiTrillion Platform functionalities and to collect Customer Data for use with the AiTrillionServices and Product Enhancements during the Subscription Term. Any license granted to Customer under this paragraph shall terminate upon the termination or non-renewal of Customer’s Subscription.
2. The AiTrillion Code is for Customer’s use solely in connection with the Services. Customer is responsible for installation of the AiTrillion Code. The AiTrillion Code may be installed, stored, operated and used only on approved Customer Properties.
3. Customer will implement all AiTrillion Code in strict accordance with the Documentation and other instructions provided by AiTrillion.
4. Customer acknowledges that any changes made to the Customer Properties after the initial implementation of AiTrillion Code may cause the Services to cease working or malfunction and that AiTrillion will have no responsibility for the impact of any such customer changes.
5. Customer agrees that AiTrillion or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “AiTrillionTechnology“).
6. Except as otherwise stated in this section, no rights in any AiTrillion Technology are granted to Customer. Further, Customer acknowledges that the Services are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of any of the Services. Customer, from time to time, may submit Feedback to AiTrillion. AiTrillion may freely use or exploit Feedback in connection with any of its products or services.

2. Protection of Intellectual Property

1. Customer will not (and will not permit any third party to) provide access to or sublicense the Services to a third party, reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to AiTrillion), copy or modify the Services, remove or obscure any proprietary or other notices contained in the Services including without limitation the “Powered by AiTrillion” designation that may appear as part of the deployment of the Services on the Customer Properties or publicly disseminate information regarding the performance of the Services.
2. Customer acknowledges and agrees that AiTrillion technology and data associated with the Services, the design, format and processing of the Services, the database, programs, protocols, displays, and manuals relating to services network (including any modification, addition, or improvement thereto), and AiTrillions name and logos are owned by AiTrillion and protected as AiTrillions intellectual property. During the Term of this Agreement, Customer agrees not to challenge AiTrillions ownership and rights in any such intellectual property. Customer agrees to keep the foregoing information and features confidential through reasonable security precautions, to use and disclose the same only as necessary for Customer’s internal use of the Services, and not to make any copies thereof except as necessary to conduct the Services.
3. Customer acknowledges that the confidential information protected hereunder is of significant importance to AiTrillion and that, in the event of the unauthorized use or disclosure of such confidential information, AiTrillion may not be adequately or reasonably compensated for the loss through damages available in an action at law. Customer therefore agrees that in the event of any such unauthorized use disclosure, AiTrillion shall be entitled to obtain injunctive and other equitable relief to enforce these requirements and prevent further violation, and Customer agrees to waive any obligation that bond be posted by AiTrillion in connection with such relief. Resort to such equitable relief shall not be construed, however, to be a waiver of any other rights or remedies that AiTrillion may have for the same or any other violation of its intellectual property rights or other breach of this Agreement.

3.  API Use

1. If AiTrillion includes APIs within the subscription for Services, AiTrillion reserves the right limit access to such APIs (e.g., limits on numbers of calls or requests).
2. Further, AiTrillion may monitor Customer’s usage of such APIs and limit the number of calls or requests Customer may make if AiTrillion reasonably concludes that Customer’s usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose a hardship on AiTrillion).

4. Restrictions

1. Except as expressly permitted above, Customer agrees not to sublicense, license, rent, sell, loan, give or otherwise distribute all or any part of the Services or AiTrillion Code to any third party.
2. Customer agrees not to reverse engineer, disassemble, decompile, modify, or alter the Services or the AiTrillion Code, or any copy thereof, in whole or in part.
3. If Customer is merged, consolidated or sold, or if Customer sells or transfers all or substantially all of its assets relating to the use of the Software, Customer shall have the right to transfer its rights and obligations under this Agreement to the surviving or buying entity, provided that Customer shall not be relieved of its obligations hereunder, the successor must assume the terms and conditions of this Agreement in a manner acceptable to AiTrillion, and the scope of use of the Software may not be not substantially altered.
4. Customer will reproduce such notices of AiTrillions rights on any copies of user documentation created by Customer. Customer shall not alter, remove or conceal any copyright, trade secret or other proprietary rights notices that may appear on or within the Client Software or related documentation.

5. Customer’s Data Requirements

1. Customer agrees to provide AiTrillion, for use in connection with the Services, all data, information, documents, and other records necessary for AiTrillion to provide the Services.
2. AiTrillion may accept as correct, accurate and reliable, without any further inquiry, all information, data, documents and other records delivered, supplied or made available to AiTrillion by Customer, its Authorized Personnel, and affiliates, or any other persons accessing AiTrillions service network using Customer’s connections.
3. AiTrillion shall have no responsibility or liability for any error, inadequacy, delay, omission, or other failure which results from inaccurate or incomplete information, data, documents or other records provided to AiTrillion by the foregoing.
4. CUSTOMER IS RESPONSIBLE FOR PROPER BACK-UP OF ALL INFORMATION AND MATERIALS THAT CUSTOMER ORIGINATES OR RECEIVES SO CUSTOMER HAS READY ACCESS THERETO IN THE EVENT OF LOSS, CORRUPTION OR INTERRUPTION.
5. In the event of any loss, error or omission caused by the Services, AiTrillions sole obligation shall be to re-perform the Services upon Customer’s request using servicerequest instructions and information provided by Customer pursuant to Section 3.

D. Collection And Use Of InformationFrom Customer

1. Data Collection Policy

1. Pursuant to this Agreement, AAAecommercemay collect, use and store information from aCustomer, Partner, or Person who utilizes the Services, including a Person that (i) shops or visits a Customer’s store or website using our Services, (ii) has opted into a store installed app program that includes our Services, (iii) participatesin AAAecommerce’s Partners program, or (iv) uses this Website.
2. AiTrillions collection of information shall be consistent with the Data Collection and Privacy Policy, which is available here [INSERT LINK TO POLICY] and incorporated herein by reference.
3. AiTrillion shall have the right and license to include and display advertisements for its Affiliates, Partners and other third-party service providers visible to People using Customer’s Platform in conjunction with the Services (whether said Services are utilized by Customer or People accessing Customer’s Platform). By way of example, and without limitation, AiTrillion may include said advertisements or similar content in screen displays, emails, or other interaction points within the Customer Platform or in communications to People generated using the Services.
4. Partners receive your data when you visit or use their services or through third parties they work with. We require each of these partners to have lawful rights to collect, use and share your data before providing any data to us. Learn more about the types of partners we receive data from.

2. Customer’s Privacy Policy

Customer shall, during the term of this Agreement, publish a current and accurate privacy policy on Customer’s website, storefront, or CustomerProperty. Said policy shall comply with Applicable Law.

3. Customer to Provide Notice of Data Policy

1. Any Customerutilizing the Services must include a prominent link to this Agreement within said Customers terms of use for People using Customer’s services or the CustomerProperty. Each such Person shall be requiredto accept the terms of this the Data Collection Policy regarding collection and use of information before utilizing Customer’s services or CustomerPropertythat includes our Services.
2. The notice should state as follows: “Our services, website, and/or applications rely or incorporate technology made available by AAAecommerce, Inc. and its affiliates. You may only use our services, website, and/or applications if you agree to be bound by AAAecommerce, Inc.’s Data Collection and Privacy Policy.”

4. Acknowledgment of Cookie IDs

1. Customer acknowledges that AiTrillion Code causes a unique cookie ID to be associated with each person who accesses the Customer Properties, which cookie ID enables AiTrillion to provide the Services.
2. Customer will include on each CustomerProperty a link to its privacy policy that discloses the Customer’s use of third party tracking technology to collect data about people as described in this Agreement.
3. The Customer’s terms of use and or privacy policy must disclose how, and for what purposes, the data collected through AiTrillion Code will be used or shared with AiTrillion as part of the Services and incorporate the statement contained in the section of this Agreement captioned “Notice of this Agreement.”
4. The Customer must also provide its users a clear and comprehensive information regarding the storing and accessing of cookies or other information on the devices where such activity occurs in connection with the Services and as may be required by applicable law.
5. For clarity, as between the Customer and AiTrillion, the Customer will be solely responsible for obtaining the necessary clearances, consents and approvals from Customer’s users under any applicable laws.
6. The Customer agrees to obtain all necessary clearances, consents and approvals from people in order to use Social Media Data as required under all applicable laws, including without limitation by disclosing in the Customer’s privacy policy information about the collection and use of people’s email addresses.

5. Sensitive Personal Information

1. The Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that AiTrillion is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services are neither HIPAA nor PCI DSS compliant.
2. AiTrillion will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary stated herein.

6. Consent from Users

1. Customer shall obtain consent from those People and End Users who use and access of their personal information by AAAecommerce and other third parties.
2. IfCustomer is collecting any sensitive personal information from said People or End Users, (including information relating to medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or sexuality), Customer agrees to obtain affirmative, express consent from said People or End Users for the collection, access, and use of sensitive personal information by AAAecommerce, its Affiliates, and other related third-parties.

7. Representation and Warranty Regarding Customer Data

1. Customer represents and warrants to AiTrillion that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement, including granting AiTrillion the rights described herein, and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Properties or Customer’s accounts with any Third-Party Platforms.
2. Customer will be fully responsible for any Customer Data submitted to the Services by any person as if it was submitted by Customer.

8. Grant of License to Customer

Subject to the terms of this Agreement, Customer hereby grants to AiTrillion a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display any CustomerData.

9. AiTrillions Use of Data

Notwithstanding anything to the contrary herein, Customer agrees that AiTrillion may obtain and aggregate technical and other data about Customer’s use of the Services that is non-personally identifiable with respect to Customer and AiTrillion may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other AiTrillion customers.

10.  Use of Customer’s Name and Logo

Customer also agrees to participate in other reasonable marketing activities that promote the benefits of the Services to other potential customers and to use of Customer’s name and logo on AiTrillions web site and in AiTrillion promotional materials. Customer agrees that AiTrillion may disclose Customer as a customer of AiTrillion.

11.  Third-Party Platforms

1. To the extent the Servicesare intended to support integration with certain Third-Party Platforms, Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms.By enabling use of the Services with any Third-Party Platform, Customer authorizes AiTrillion to access Customer’s accounts with such Third-Party Platform for the purposes described in this Agreement.
2. Customer is solely responsible for complying with any applicable terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms.
3. Customer acknowledges and agrees that AiTrillion has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform, and Customer will fully and completely indemnify Customer in the event of any such claim, in accordance with the indemnity requirements of this Agreement.
4. AiTrillion does not guarantee that the Services will be compatible with any Third-Party Platform. In its sole discretion, AiTrillion may disable integrations of the Services with any Third-Party Platform at any time, with or without notice to Customer.
5. For clarity, this Agreement governs Customer’s use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

12.  Retention of Customer Information

AiTrillion agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer’s applicable Subscription Term. AiTrillion expressly disclaims all other obligations with respect to storage of Customer Data.

13.  Data Security

AiTrillion agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, AiTrillion will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond AiTrillions control.

E. Application Of The GDPR

The following provisions shall only apply to the extent AiTrillionsServices are governed by the EU General Data Protection Regulation (“GDPR”).

1. All Personal Data processed by AiTrillion in connection with the Servicesshall be obtained as either Customer Data, Diagnostic Data, or Service Generated Data. Personal Data provided to AiTrillion by, or on behalf of, Customer through use of the Online Service is also Customer Data. Pseudonymized identifiers may be included in Diagnostic Data or Service Generated Data and are also Personal Data. Any Personal Data pseudonymized, or de-identified but not anonymized, or Personal Data derived from Personal Data is also Personal Data.
2. To the extent AiTrillion is a processor or sub processor of Personal Data subject to the GDPR, the GDPR Terms the parties agree to the following terms in this sub-section (“Processing of Personal Data; GDPR”):

a.  GDPR: Processor and Controller Roles and Responsibilities

1. Customer and AiTrillion agree that Customer is the controller of Personal Data and AiTrillion is the processor of such data, except (a) when Customer acts as a processor of Personal Data, in which case AiTrillion is a sub processor; or (b) as stated otherwise in the Online Service Specific terms or this DPA. When AiTrillion acts as the processor or subprocessor of Personal Data, it will process Personal Data only on documented instructions from Customer. Customer agrees that this Agreement, along with the referenced policies and Documentation and Customer’s use and configuration of the Services and the CustomerProperty are Customer’s complete documented instructions to AiTrillion for the processing of Personal Data. Any additional or alternate instructions must be agreed to according to the process for amending this Agreement.
2. In any instance where the GDPR applies and Customer is a processor, Customer warrants to AiTrillion that Customer’s instructions, including appointment of AiTrillion as a processor or subprocessor, have been authorized by the relevant controller.

iii.    To the extent AiTrillion uses or otherwise processes Personal Data subject to the GDPR for AiTrillions legitimate business operations incident to delivery of the Online Services to Customer, AiTrillion will comply with the obligations of an independent data controller under GDPR for such use. AiTrillion is accepting the added responsibilities of a data “controller” for processing in connection with its legitimate business operations to: (a) act consistent with regulatory requirements, to the extent required under GDPR; and (b) provide increased transparency to Customers and confirm AiTrillions accountability for such processing. AiTrillion employs safeguards to protect Customer Data and Personal Data in processing, including those identified in this DPA and those contemplated in Article 6(4) of the GDPR.

b.      GDPR: Processing Details

The parties acknowledge and agree that:

1. Subject Matter. The subject-matter of the processing is limited to Personal Data within the scope of the GDPR.
2. Duration of the Processing. The duration of the processing shall be in accordance with Customer instructions and the terms of this Agreement.

iii.    Nature and Purpose of the Processing. The nature and purpose of the processing shall be to provide the Services pursuant to this Agreement and for AiTrillions legitimate business operations incident to delivery of Services to Customer.

1. Categories of Data. The types of Personal Data processed by AiTrillion when providing Services include: (i) Personal Data that Customer elects to include in Customer Data; and (ii) those expressly identified in Article 4 of the GDPR that may be contained in Diagnostic Data or Service Generated Data. The types of Personal Data that Customer elects to include in Customer Data may be any categories of Personal Data identified in records maintained by Customer acting as controller pursuant to Article 30 of the GDPR.
2. Data Subjects. The categories of data subjects are Customer’s representatives and end users, such as employees, contractors, collaborators, and customers, and may include any other categories of data subjects as identified in records maintained by Customer acting as controller pursuant to Article 30 of the GDPR.

c.  GDPR: Data Subject Rights; Assistance with Requests

1. AiTrillion will make available to Customer, in a manner consistent with the functionality of the Online Service and AiTrillions role as a processor of Personal Data of data subjects, the ability to fulfill data subject requests to exercise their rights under the GDPR.
2. If AiTrillion receives a request from Customer’s data subject to exercise one or more of its rights under the GDPR in connection with an Online Service for which AiTrillion is a data processor or subprocessor, AiTrillion will redirect the data subject to make its request directly to Customer.

iii.    Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Online Service. AiTrillion shall comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.

d.   GDPR: Records of Processing Activities

1. To the extent the GDPR requires AiTrillion to collect and maintain records of certain information relating to Customer, Customer will, where requested, supply such information to AiTrillion and keep it accurate and up-to-date.
2. AiTrillion may make any such information available to the supervisory authority if required by the GDPR.

F. AiTrillionWarranty And Limitation Of Liability

1.  Services Provided “As Is”

1. All services and professional services are provided “As Is”. Neither AiTrillion nor its suppliers makes any other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or noninfringement.
2. AiTrillion does not warrant that the Services (including Support Services) will be uninterrupted or error free or that they shall meet Customer’s needs. Customer is solely responsible for the accuracy and integrity of its own data, reports, documentation and security.
3. AiTrillion shall not be liable for the results of any communications sent or any communications that were failed to be sent using the Services.
4. AiTrillion shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications, Third-party Platforms or other systems outside the control of AiTrillion.

2. Limitation of Liability

1. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NO WARRANTY OR ASSURANCE, EXPRESS, IMPLIED, OR STATUTORY, IS GIVEN BY AiTrillion WITH RESPECT ANY SOFTWARE, SERVICES OR ANY OTHER MATTER, INCLUDING, WITHOUT LIMITATION (AND AiTrillion SPECIFICALLY DISCLAIMS) ALL WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2. AiTrillion SHALL NOT BE LIABLE TO CUSTOMER, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE) FOR LOST PROFITS OR REVENUES, LOSS, OR INTERRUPTION OF USE, LOST OR DAMAGED DATA, REPORTS, DOCUMENTATION OR SECURITY, OR SIMILAR ECONOMIC LOSS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, OR FOR ANY CLAIM MADE AGAINST CUSTOMER BY ANY OTHER PARTY, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.
3. AiTrillions CUMULATIVE LIABILITY UNDER ANY AND ALL CLAIMS MADE BY CUSTOMER SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES THERETOFORE PAID BY CUSTOMER IN THE 12 MONTH PERIOD RELATING TO THE AFFECTED SOFTWARE OR SERVICES.
4. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN 1 YEAR AFTER THE FIRST TO OCCUR OF (I) THE TERMINATION OR EXPIRATION OF THIS AGREEMENT OR (II) THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION.
5. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AiTrillion PROVIDES NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

3. Customer Indemnification

CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS AiTrillion AND ITS AFFILIATES, AND ITS AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUCCESSORS AND ASSIGNS, THIRD PARTY PROVIDERS, (COLLECTIVELY, THE “AiTrillion INDEMNIFIED PARTIES”), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, DAMAGES, DEFICIENCIES, LOSSES, COSTS AND EXPENSES, WHETHER DIRECT, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR SPECIAL IN NATURE, INCLUDING REASONABLE ATTORNEYS’ FEES AND OTHER EXPENSES INCURRED IN THE INVESTIGATION AND DEFENSE OF ANY CLAIM (AS HEREINAFTER DEFINED) (COLLECTIVELY, “COSTS”), BASED ON ANY CLAIM, DEMAND, PROCEEDING, SUIT AND/OR ACTION (COLLECTIVELY, A “CLAIM”) TO WHICH ANY AiTrillion INDEMNIFIED PARTY MAY BECOME SUBJECT RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES BY CUSTOMER, CUSTOMER’S AFFILIATES, OR CUSTOMER’S OR ITS AFFILIATES’ CLIENTS OR ACCOUNTS, EXCEPT TO THE EXTENT THAT ANY SUCH CLAIM DIRECTLY RESULTS FROM THE GROSS NEGLIGENCE OR FRAUD OF AiTrillion.

G. Suspension And TerminationOf Services

1.  Suspension for Non-Payment

1. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), AiTrillion reserves the right to suspend Customer’s access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full.
2. AiTrillion also reserves the right to suspend Customer’s access to the Services without liability to Customer.

2.  Termination

Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

3.  Effect of Termination

1. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related AiTrillion Technology) and delete (or, at AiTrillions request, return) any and all copies of the Documentation, any AiTrillion passwords or access codes and any other AiTrillion Confidential Information in its possession.
2. Provided this Agreement was not terminated for Customer’s breach, Customer may retain and use internally copies of all reports exported from any Service prior to termination. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that AiTrillion may delete any such data as may have been stored by AiTrillion at any time.
3. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.