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Terms of Service

AITRILLION TERMS OF SERVICE

Please read this Agreement carefully before using this Website or utilizingAAAecommerce’s information, tools or services (collectively “Services”). By accessing or using any part of this Website or using our Services, you agree to be bound by the terms of this Agreement, including any additional terms, conditions, or policies referenced herein.If you do not agree to all the terms and conditions set forth in this Agreement, then you may not use the Website or any Services.If you are using the Website or Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.All capitalized terms have the meanings assigned to them below.

These Terms of Use were last revised May7, 2021.

A.  Purpose

This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from AAAecommerce pursuant to any AAAecommerce’s ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Order Form(s)”) and sets forth the basic terms and conditions under which those Services will be delivered. This Agreement will govern Customer’s initial Subscription on the Effective Date as well as any future purchases or Subscriptions made by Customer pursuant to this Agreement.

B.  Parties

  1. Service Provider. This Website (com) is owned and operated by AAAecommerce, Inc, a corporation organized and registered under the laws of the State of Delaware in the United States. Throughout the Website and this Agreement, the terms “AiTrillion”, “AAAecommerce” “we”, “us” and “our” refer to AAAecommerce, Inc. and its affiliates, including GoWebBabyLLCUSA, GWB IT SolutionPvt LTD, Expert Village MediaLLC, ExpertVillage Media, and AAAwebstore (collectively, “AAAecommerce”).
  2. Customers. If you subscribe to Services from AAAecommerce or the AAAecommerce Affiliates, including your Affiliates, Authorized Users, or agents, you are a Party to this Agreement as a result of your subscription.

C.  Defined Terms

  1. Affiliate” means any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.AAAecommerce Affiliates refer to affiliates of AAAecommerce, including but not limited to those identified in Section 1.A. above. For purposes of this Agreement, the term “Affiliate” may, depending upon context, mean a “Partner”, as defined below, if the Person is participating in the “Affiliate Marketing Program.”
  2. Affiliate Marketing Program” meansthe program for distribution of the Services as set forth at https://www.AiTrillion.com/partners/, the terms of which are incorporated herein by reference and which may be changed, from time to time, by AiTrillion in its sole discretion.
  3. AiTrillion” is a wholly owned subsidiary of AAAecommerce, Inc.
  4. AiTrillionCode” means certain code, software development kits (SDKs), APIs, or other code provided by us for deployment on Customer Properties.
  5. ApplicableLaws” means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
  6. Customer” means the Personentering this Agreement for Services. For purposes of this Agreement, Customer includes those People utilizing (i) AiTrillion Code or Products (including “Permitted Users” and “Partners” as defined below), (ii) any AAAecommerce service, product, code, application, or website, and (iii) any person accessing or otherwise using this Website, regardless of whether said Person is a Customer, potential Customer, End User, or Potential End User.
  7. CustomerData” means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.Customer’s data main include information from End Users.
  8. CustomerProperties” means Customer’s websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with People.
  9. Documentation” means the technical user documentation provided with the Services.
  10. EffectiveDate” shall mean the Service Commencement Date for Customers subscribing to the Services; for all other purposes, “Effective Date” shall be the date on which this Agreement was posted on the Website.
  11. End User” means a user or prospective user of CustomerProperties.
  12. Partner” (or depending on context, “Affiliate”, where the Person is participating in the Affiliate Marketing Program”) means a Customer that is part of the Affiliate Marketing Program.
  13. “People” (in the singular, “Person“) means Customer’sEnd Users, potential, End Users, and other users of and visitors to the Customer Properties, AAAecommerce applications, and this Website.
  14. PermittedUser” means an employee or Contractor of Customer or its Affiliate who is authorized to access the Services.
  15. SensitivePersonalInformation” means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”); or (iii) any other personal data of an EU citizen deemed to be in a “special category” (as identified in EU General Data Protection Regulation or any successor directive or regulation).
  16. Services” means AAAecommerce’s proprietary software-as-a-service solution(s), services or applications (“Applications”), including but not limited to the AiTrillion.com Application, ExpertVilllageMedia.com Application, and any other Services or Applications as described on the Website. “Services” does not include Technical Support Services, which are defined below.
  17. ServiceCommencementDate” means the date on which Customer subscribes to the Services.
  18. Subscription Plan” means the various plans governing the terms, features, pricing, and billing requirements set forth at AiTrillion.com/features, AiTrillion.com/pricing, and all other sections of AiTrillion.com that apply to or otherwise describe the Services, as may be amended by AiTrillion from time to time in its sole discretion. The Subscription Plans are hereby incorporated by reference and shall constitute part of this Agreement.
  19. Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Intercom.
  20. Technical Services” are those Customer support services described in Section 3
  21. Third-PartyPlatform” means any software, software-as-a-service, data sources or other products or services not provided by AiTrillion that are integrated with Services as described in the Documentation.
  22. Website” for purposes of this Agreement and unless otherwise stated, means any website owned and operated by AAAecommerce, AiTrillion, or their affiliates, including but not limited to AiTrillion.com.

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.

AiTrillion offers Customers and Partners technical support services for the subscribed Services as set forth below. All terms herein are subject to this Agreement and any applicable subscription agreement with AiTrillion for theServices as defined therein.

A. Technical Support Hours

  1. Support services are provided at AiTrillions discretion.
  2. Generally, AiTrillion attempts to provide support services 24 hours per day, 7 days per week, but AiTrillion cannot guarantee that level of support can or will be maintained at all times.

B. Incident Submission and Customer Cooperation Regarding Technical Support

  1. Customer may report errors or abnormal behavior of the Service (” Incidents“) by contacting AiTrillion in the Service via email at support@AiTrillion.com.
  2. Customer shall provide information and cooperation to AiTrillion as reasonably required for AiTrillion to provide Support. This includes, without limitation, providing the following information to AiTrillion regarding the Incident:
  3. Aspects of the Service that are unavailable or not functioning correctly;
  4. Incident’s impact on users;
  5. The start time of the Incident;
  6. List of steps to reproduce Incident;
  7. Relevant log files or data; and
  8. The specific any error message, if any.

C. Exclusions from Technical Support

  1. AiTrillion provides Support as a benefit and makes no representation or warranty regarding the availability or quality of Support.
  2. AiTrillion will not provide Support to the extent an Incident arises from:
  3. Use of the Service by Customer in a manner not authorized in the Agreement or the applicable Documentation;
  4. General Internet problems, force majeure events or other factors outside of AiTrillions reasonable control;
  5. Customer’s equipment, software, network connections or other infrastructure; or
  6. Third party systems, acts or omissions.

A. Disputes

1.  Direct Dispute Resolution

  1. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute“), the parties shall first use their best efforts to resolve the Dispute.
  2. If a Dispute arises, the complaining Party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute“) and deliver it to the other Party at the addresses identified in Section 4.F. (“Notice”) of this Agreement.
  3. Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties.
  4. If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration.

2.  Participation in Claims

  1. BOTH CUSTOMER AND AiTrillion AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS.
  2. NO CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

B. Assignment

This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Customermay not assign this Agreement without the advance written consent of AiTrillion, except to the extent Customer is required to assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. AiTrillion may assign this Agreement at its discretion.

C. Severability

If any provisions of this Agreement or any Customer Order is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement and such Customer Order, and the application of such provisions in any other circumstances, and in any other jurisdiction, shall not be affected thereby.

D. Forum Selection And Choice Of Law

This Agreement will be deemed to have been made in and will be construed under the laws of the State of Delaware and the United States, without regard to conflicts of law provisions. The exclusive venues for all disputes arising out of this Agreement will be the United States District Court for Delaware and the Delaware state courts (the “Agreed-Upon Venues”), and no other venues. The Parties stipulate that the Agreement is an arms-length transaction entered into by sophisticated parties, and that the Agreed-Upon Venues are convenient, are not unreasonable, unfair, or unjust, and will not deprive any party of any remedy to which it may be entitled. The Parties agree to consent to the dismissal of any action arising out of this Agreement that may be filed in a venue other than one of the Agreed-Upon Venues; the reasonable legal fees and costs of the Party seeking dismissal for improper venue will be paid by the Party that filed suit in the improper venue.

E. Construction

All headings used in this Agreement are for reference purposes only and are not part of this Agreement. Neither this Agreement nor any incorporated policy will be construed in favor or against either party by reason of the authorship of any provisions hereof.

F. Notice

  1. Any notice or communication required or permitted under this Agreement will be in writing and delivered to the parties at the addresses or at such other address as may be given in writing by either party to the other in accordance with this Section.
  2. For physical delivery through mail or courier services, such notice shall be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch, (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail, or (iv) if given by email shall be deemed delivered the day it is sent, provided it is a business day and is sent at or before 4:00 PM Eastern Time, and if the notice is sent by email after 4:00 P.M. Eastern, on a weekend, or on a Federal Holiday, it shall be deemed delivered the following business day.
  3. For purposes of this Agreement, Customer may provide AiTrillion with orders, communications and other ordinary business communications in written or electronic form as signed or otherwise authenticated by Customer (signed, electronically-validated, or submitted through a secure electronic network) using the contact information provided on the Website.
  4. Any other notices other than those set forth in Subsection 4.F.3, including but not limited to an Initial Notice of Dispute under Section 4.A., sent to AiTrillion must be sent as follows:

If to AiTrillion:
By email to:
AiTrillionLegal Department
legal@AiTrillion.com
With a non-electronic copy to:
AAAECOMMERCE, INC.
c/o Legalinc Corporate Services, Inc.
651 N Broad St.
Suite 206
Middletown, DE 19709
If to Customer, at the address provided by Customer in the course of registering to be a Customer and/or Subscribing to the Services.

  1. For these purposes of Subsections 4.F.1. to 3 of this Agreement, a facsimile, photocopy, electronic image, or print-out of the written or electronic document will be considered equivalent to an original writing, and compliance with submission requirements of the applicable Service, or any other intentional identification, will qualify as a signature.
  2. To that extent, and subject to the requirements of the applicable Service, any such document may be delivered in person or by mail, courier, facsimile, e-mail, Internet communications, EDI, electronic transmission, or other intermediary as selected by the initiating party or as mutually agreed upon by the parties.

G. Force Majeure

  1. Neither party hereunder shall be liable for any delay or failure to perform its obligations hereunder so long as that delay or failure is the result of an event beyond its reasonable control, including but not limited to, governmental acts, work stoppages, fire, civil disobedience, riots, terrorist acts, rebellions, accidents, explosions, interruptions or imperfections in telephonic service, communications line or equipment failures, satellite malfunctions, electrical disturbances, brown-outs or black-outs, floods, storms, earthquakes, acts of God and similar occurrences, provided that such party uses commercially reasonable efforts to fulfill its obligations under this Agreement.
  2. Notwithstanding the foregoing, no adjustment is allowed to Customer’s payment obligations.

H. Use Of Subcontractors

AiTrillion may use the services of subcontractors and permit them to exercise the rights granted to AiTrillion in order to provide the Services under this Agreement, provided that AiTrillion remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services as required under this Agreement.

I. Relationship Of The Parties

Each Party is an independent contractor and is not an agent or employee of, and has no authority to bind, the other Party, by contract or otherwise.  This Agreement will not be construed as creating or constituting a partnership or joint venture between any of the Parties. Customer must utilize the Services under the general direction of AiTrillion, but Company must determine, in Company’s sole discretion, the manner and means by which it otherwise utilizes the Services are accomplished, subject to the requirement that Company must at all times comply with applicable law and with Customer’s reasonable instructions.

J. Compliance With Applicable Law

The Customer agrees to comply with all applicable laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the CAN-SPAM Act of 2003 or any other anti-spam laws and regulations.

K. Cumulative Remedies

All rights and remedies provided in this Agreement are cumulative and not exclusive.

L. Waiver

The failure of either Party to enforce any provision of this Agreement will not be construed as a waiver or limitation of the Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. To be effective, each waiver of any right must be in writing and signed by the Party waiving its rights.

M. Entire Agreement; Amendment

This Agreement, including those additional terms expressly referenced and incorporated herein, as to its subject matter, exclusively and completely states the rights, duties and obligations of the Parties and supersedes all prior and contemporaneous representations, letters, proposals, discussions and understandings by or between the Parties. If there is a conflict between this Agreement and any terms contained on the Website, this Agreement shall govern unless the Website terms makes specific reference to the conflicting section of this Agreement as a substitute provision. No representation or warranty has been made by either party, or is relied on by the other, unless set out in this Agreement.  The parties, by executing this Agreement, agree with the terms of this Agreement. Customer acknowledges and agrees that only authorized officers of AiTrillionmay enter into agreements on its behalf and that no other personnel may bind the AiTrillion.

N. Beneficiaries.

This Agreement, and the rights and obligations under it, will be binding on and inure to the benefit of each Party’s successors and permitted assigns. This Agreement is intended for the benefit of the Parties only and nothing contained herein will be deemed to give any third-party any intended or incidental claim or right of action against either party that does not otherwise exist without regard to this Agreement.

O. Counterparts

This Agreement may be executed in counterparts, each of which when executed and delivered will be deemed an original, and such counterparts together constitute one and the same instrument.

P. Cooperation.

Company must reasonably cooperate with AiTrillion regarding regulatory compliance matters relating to the Services.  Such cooperation must include, but is not limited to, the following: (a) responding in good faith to reasonable requests to change or modify the Agreement as it relates to AiTrillions regulatory compliance or other needs; and (b) providing documentation, including system audit information and incident response reports, to validate ongoing compliance by Company with its security and confidentiality obligations hereunder.

Q. Electronic Signatures – Binding

  1. This Agreement may be accepted in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent). Customer acknowledges and agrees it will not contest the validity or enforceability of this Agreement and related documents, including under any applicable statute of frauds, because they were accepted and/or signed in electronic form.
  2. To the extent this Agreement, or any portion thereof, is executed by means of a “click” on the designated space or similar means, said execution shall be considered to be a “writing” or “in writing” and any such Agreement shall be deemed for all purposes: (i) to have been “signed”, and (ii) to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. Customer agrees not to contest the validity or enforceability of such electronic signatures under the provision of any applicable law relating to the authority of the undersigned to execute this Agreement. If introduced as evidence in any judicial, arbitration, mediation or administrative proceeding, a printed copy of this Agreement, with all relevant additional documents incorporated by reference herein, will be admissible as to the same extent and under the same conditions as other business records originated and maintained in paper documentary forms. Customer agrees that Customer shall not contest the admissibility of the signed Agreement on the basis that it was not originated or maintained in documentary form.

DATA COLLECTION AND PRIVACY POLICY

1. WHO WE ARE

This Website (AiTrillion.com) is owned and operated by AAAecommerce, Inc. Throughout the Website and this Agreement, the terms “AiTrillion”, “AAAecommerce” “we”, “us” and “our” refer to AAAecommerce, Inc. and its affiliates, including GoWebBabyLLC USA, GWB IT Solution Pvt LTD, Expert Village Media LLC, Expert Village Media, and AAAwebstore (collectively, “AAAecommerce”).

2. INFORMATION COLLECTED FROM END USERS, AND WEBSITE USERS

A.  We collect your name, company name, address, email address, phone number(s) and all of the store data, for every store which install our apps and use our services.

B.  We use this information to provide you with our Services; for example, to confirm your identity, contact you, provide you with advertising and marketing, and invoice you. We also use this information to make sure that we comply with legal requirements.

C.  We collect data about the all the websites that you visit. We also collect data about how and when you access your account and the AAAecommerce app as well as the Store platform, including information about the device and browser you use, your network connection, your IP address, and information about how you browse through the AAAecommerce and Store interface.

D.  We use this information to give you access to and improve our Applications/Services; for example, to make our platform interface easier to use. We also use this information to personalize the Services for you; We also use this data and all your customer data to enhance our product, targeting reports, reports for your store sales, customer sales, customer ranking and generating comparative sales, order, customer reports based on app functionality and for future product development. Finally, we may use this information to provide you with advertising or marketing.

E.   We collect personal information about your customers that you share with us or that customers provide while shopping or during checkout or using the store with our app installed.

F.  We use this information to provide you with our Services and so that you can process orders and better serve your customers.

G.  Where we need to verify your identity (for example, if there are concerns around identity theft, or if you call into support and we need to authenticate your account), we may request that you provide us with government-issued identification information.

H.  We use some of the personal information you provide us to conduct some level of automated decision-making — for example, we use certain personal information to help us rank your profile.

I.    We will also use personal information in other cases where you have given us your express permission.

3. WHEN DO WE COLLECT THIS INFORMATION?

A.  We collect personal information when you sign up for our Services and install our apps, when you access our Services/apps or otherwise provide us with the information.

B.  We also partner with third parties who provide us information about merchants or customer of merchants, for example to help us screen out merchants and customers associated with fraud and betterment of our services.

4. WHEN, WHY AND HOW DO WE SHARE THIS INFORMATION WITH THIRD PARTIES?

A.   AAAecommerce works with a variety of third parties and service providers to help provide clients with our Services and we may share information with them to support these efforts.

B.   We may also share information in the following circumstances:

  1. to prevent, investigate, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Terms of Service or any other agreement related to the Services, or as otherwise required by law.
  2.  to help us conduct marketing or advertising campaigns.
  3. to conform to legal requirements, or to respond to lawful court orders, subpoenas, warrants, or other requests by public authorities (including to meet national security or law enforcement requirements).

C.  Personal information may also be shared with a company that acquires our business, whether through merger, acquisition, bankruptcy, dissolution, reorganization, or other similar transaction or proceeding. If this happens, we will post a notice on our home page. We also share information with our internal brands GoWebBaby, Expert Village Media, GWB IT Solution Pvt Ltd for product development, betterment and creating intelligent software’s and reports for our community of sellers.

D.  Upon acceptance and approval by a Seller, Seller agrees to allow us to populate, push, remarket Seller’s shop or products on various other ecommerce channels, marketplaces, or platforms automatically.

5. INFORMATION FROM OTHER PEOPLE: WHAT INFORMATION DO WE COLLECT FROM THE CUSTOMERS OF AITRILLION’S CUSTOMERS?

A.  We collect our merchants’ customers’ name, email, shipping and billing address, payment details, company name, phone number, IP address, information about orders you initiate, information about the merchant stores that you visit, and information about the device and browser you use.

B.  We use this information to provide our merchants with the Services, including supporting and processing orders, risk and fraud screening, authentication, and payments. We also use this information to improve our Services.

C.  If you opt into our app installation and usage, we store and use this information to pre-fill your checkout information. We additionally use this information to help customize and improve your experience when you visit a merchant store by presenting to you goods and service that are more likely to be of interest to you.

D.   We use some of the personal information you provide us to conduct some level of automated decision-making — for example, we use certain personal information (for example, ip addresses or payment information) to automatically block certain potentially fraudulent transactions for a short period of time.

6. WHEN DO WE COLLECT THIS INFORMATION?

A.  We collect this information when you use or access a store that uses our Services, such as when you visit a merchant’s site, place an order or sign up for an account on a merchant’s site.

B.  Additionally, we partner with third parties who provide us information about our merchants’ customers.

7. WHEN AND WHY DO WE SHARE THIS INFORMATION WITH THIRD PARTIES?

A.  AAAecommerce works with a variety of third parties and service providers to help provide our merchants with the Services and we may share personal information with them to support these efforts.

B.  We may also share your information in the following circumstances:

  1. to prevent, investigate, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Terms of Service or any other agreement related to the Services, or as otherwise required by law.
  2. If the merchant whose store you visit or access directs us to transfer this information (for example, if they enable a third party app that accesses customer personal information).
  3. to conform to legal requirements, or to respond to lawful court orders, subpoenas, warrants, or other requests by public authorities (including to meet national security or law enforcement requirements).

C.  Personal information may also be shared with a company that acquires our business or the business of a merchant whose store you visit or access, whether through merger, acquisition, bankruptcy, dissolution, reorganization, or other similar transaction or proceeding.

8. LEGAL BASIS FOR PROCESSING PERSONAL INFORMATION (EEA AND UK PERSONS ONLY)

A.  If you are located in the EEA or UK, our legal basis for collecting and using the Personal Information described herein will depend on the Personal Information concerned and the specific context in which we collect it.

B.  However, we will normally collect and use Personal Information from you where the processing is in our legitimate interests and not overridden by your data-protection interests or fundamental rights and freedoms. Our legitimate interests are described in more detail in this privacy policy in the sections above titled “Use of Personal Information”, but they typically include improving, maintaining, providing, and enhancing our technology, products, and services; ensuring the security of the Service; and supporting our marketing activities.

C.  If you are a  , we may need the Personal Information to perform a contract with you. In some limited cases, we may also have a legal obligation to collect Personal Information from you. If we ask you to provide Personal Information to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether the provision of your Personal Information is mandatory or not, as well as of the possible consequences if you do not provide your Personal Information.

D.  Where required by law, we will collect Personal Information only where we have your consent to do so.

If you have questions or need further information concerning the legal basis on which we collect and use your Personal Information, please contact us.

9. INFORMATION FROM PARTNER RELATIONSHIPS

Partners are individuals or businesses that have agreed to   to work with AAAecommerce to promote the Services by (a) referring clients to AAAecommerce; (b) developing AAAecommerce apps for merchant use; or (c) developing apps using the AAAecommerce app data and base code and API interface.

A.  What information do we collect from partners and why?

  1. We collect your name, company name, website, Twitter or other social media handles, phone number(s), address, business type, email address.
  2. We use this information to work with you, confirm your identity, contact you, and to screen for risk, fraud, or other similar types of issues.
  3. We collect data about the stores/websites that you visit. We also collect data about how and when you access your account and the store platform, including information about the device and browser you use, your network connection, your IP address, and information about how you browse through the store interface.
  4. We use this information to give you access to and improve our Services. We also use this information to personalize the Services for you.
  5. We collect personal information about your customers that you share with us or that they provide to us directly.
  6. We use this information to work with you and to provide our Services to your customers.
  7. We will also use personal information in other cases where you have given us express permission.

B.  When Do We Collect This Information?

  1. We collect this information when you sign up for an app account, when you sign up for one of your customers for our Services, or when your customers sign up themselves.
  2. We also collect any additional information that you might provide to us.

C.  Sharing Information With Third Parties?

  1. AAAecommerce works with a variety of third parties and service providers to help provide you with our Services and we may share personal information with them to support these efforts.
  2. We may also share your information in the following circumstances:
    • to prevent, investigate, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Terms of Service or any other agreement related to the Services, or as otherwise required by law;
    • to help us conduct marketing and/or advertising campaigns; or
    • to conform to legal requirements, or to respond to lawful court orders, subpoenas, warrants, or other requests by public authorities (including to meet national security or law enforcement requirements).

D.  Personal information may also be shared with a company that acquires our business, whether through merger, acquisition, bankruptcy, dissolution, reorganization, or other similar transaction or proceeding. If this happens, we will post a notice on our home page.

10. INFORMATION FROM STORE/WEBSITE VISITORS AND SUPPORT USERS

A.  Information We Collect And How We May Use It

  1.  As you visit or browse the store/websites installed with, we collect information about the device and browser you use, your network connection, your IP address, and information about the cookies installed on your device. We also collect personal information submitted by you via any messaging feature available from any of our websites.
  2. From chat support users, we collect your name, email address, information about the device and browser you use, your network connection, your IP address, chat transcript, and other personal information you provide us during our chat. Pursuant to our Terms of Service, we may request additional documentation from you during our chat to verify your identity.
  3.   From forum users, we collect your name, email address, website URL, and other personal information you may post.
  4.   We use this information to verify your account, to provide and enhance our Services (including supporting or servicing your account, if applicable), and answer any questions you may have.

B.  When do we collect this information?

  1. We collect this information when you visit the AAAecommerce websites, use Services offered on our websites or engage with us either by email, web form, instant message, phone, or post content on or through our websites (including forums, blogs and via any Messaging Feature).
  2. We also collect any additional information that you might provide to us.

11. WHY DOES AAAECOMMERCE USE COOKIES AND SIMILAR TRACKING TECHNOLOGY?

A. We use cookies to recognize your device and provide you with a personalized experience on our websites or apps, or otherwise through the Services. We also use cookies as part of the Services. Read more about how we use cookies on our sites and our merchants’ sites in our Cookie Policy.

B. We also use cookies to serve targeted ads from Google, Facebook, Bing,SourceKnowledge, and other third-party vendors.

C. Our third-party advertising partners use cookies to track your prior visits to our websites and elsewhere on the Internet in order to serve you targeted ads.

D. We may also use web beacons, software development kids, and other automated tracking methods on our websites, in communications with you, and in our products and services, to measure performance and engagement.

E.  Please note that because there is no consistent industry understanding of how to respond to “Do Not Track” signals, we do not alter our data collection and usage practices when we detect such a signal from your browser.

12. THIRD PARTY APPS

A.  AAAecommerce’s platform and apps allows Customers to connect their stores with third party applications to alter or provide new functionalities in their store.

B.  Unless listed as “Made by AAAecommerce,” AAAecommerce is not responsible for and has no control over how these apps function.

C.  Customers must determine which apps they choose to use with their stores and are wholly responsible for ensuring that implementation of an app or Services complies Applicable Law and any relevant privacy and data protection requirements.

13. HOW LONG DO WE RETAIN YOUR INFORMATION?

In general, we keep your personal information throughout your relationship with us.

A.   For customers, this means we will keep your information as long as you maintain a store on your platform with our apps.

B.   For partners, this means we will keep your information until you inform us that you wish to terminate your partner relationship with us.

C.   For our customers of our Customers, we process your information solely as a data processor on behalf of our merchants, and it is up to the merchant to determine how long they will store your information in our systems.

D.  We will continue to keep the information with us for legitimate purposes, including but not necessarily limited to: improving our services as part of the condition to install our app on stores and use our services.

E.  If you choose to install our app then you agree with the above and we will delete it all whenever we receive a formal written delete request from the merchant store or from the individual customer.

F.  Upon termination of your relationship with us, we generally will continue to store archived copies of your personal information for legitimate business purposes and to comply with the law, except when we receive a valid erasure request.

G.  We will continue to store anonymous or anonymized information, such as website visits, without identifiers, in order to improve our Services.

14. WHAT WE DON’T DO WITH YOUR PERSONAL INFORMATION?

We do not and will never sell provide personal information to other companies (other than to specific AAAecommerce partners you are interacting with, or to third party apps or service providers being used by the merchants you are interacting with) for the marketing of their own products or services.

15. HOW DO WE KEEP YOUR PERSONAL INFORMATION SECURE?

A.  We follow industry standards on information security management to safeguard sensitive information, such as financial information, intellectual property, employee details and any other personal information entrusted to us. Our information security systems apply to people, processes and information technology systems on a risk management basis.

B.  No method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, we cannot guarantee the absolute security of your personal information.

16. RESIDENTS OF THE EUROPEAN ECONOMIC AREA (“EEA”)

A.   AAAecommerce works with merchants and users around the world, including in the EEA. As part of our service, we may transfer your personal information to other regions, including Canada, the United States and India. In order to ensure that your information is protected when transferred out of the EEA, AAAecommerce relies on the inter-company agreements between our various affiliates that may process your information on behalf of AAAecommerce.

B.   If you are located in the EEA, you have certain rights under European law with respect to your personal data, including the right to request access to, correct, amend, delete, port to another service provider, or object to certain uses of your personal data. If you are a merchant, a partner, a visitor of AAAecommerce’s websites, or a user of AAAecommerce’s support services and wish to exercise these rights, please reach out to us using the contact information below. If you are a customer of a merchant who uses AAAecommerce’s platform and wish to exercise these rights, please contact the merchants you interacted with directly — we serve as a processor on their behalf, and can only forward your request to them to allow them to respond.

C.   Additionally, if you are located in the EEA, we note that we are generally processing your information in order to fulfill contracts we might have with you (for example if you make an order through the Site), or otherwise to pursue our legitimate business interests listed above, unless we are required by law to obtain your consent for a particular processing operation. In particular we process your personal data to pursue the following legitimate interests, either for ourselves, our merchants, our partners, or other third parties (including our merchants’ customers):

  1. To provide merchants and others with our services and applications;
  2. To prevent risk and fraud on our platform;
  3. To provide communications, marketing, and advertising;
  4. To provide reporting and analytics;
  5. To help merchants find and integrate with apps through our app store;
  6. To provide troubleshooting, support services, or to answer questions;
  7. To test out features or additional services; and
  8. To improve our services, applications, and websites.

D.   When we process personal information to pursue these legitimate interests, we do so where we believe the nature of the processing, the information being processed, and the technical and organizational measures employed to protect that information can help mitigate the risks to the data subject.

17. CONTROL OVER AND ACCESS TO YOUR PERSONAL INFORMATION

A.  AAAecommerce understands that you have rights over your personal information, and takes reasonable steps to allow you to access, correct, amend, delete, port, or limit the use of your personal information.

B.  If you are a merchant or a partner, you can update many types of personal information, such as payment or contact information, directly within your account settings.

C.  If you are unable to change your personal information within your account settings, or if you are concerned about data collected as you visit AAAecommerce’s websites or use our support services, please contact us to make the required changes.

D.  If you are a merchant’s customer and wish to exercise these rights, please contact the merchants you interacted with directly. We serve as a processor on their behalf, and can only forward your request to them to allow them to respond.

E.  If you delete or limit the use of your personal information, the Services may not function properly.

F.  Additionally, if you use AAAecommerce apps and would like to have your personal information erased, please contact us through our contact us form on the website.

G.  If you have any questions about your personal information or this policy, or if you would like to make a complaint about how AAAecommerce stores and processes your personal data, please contact AAAecommerce by email at privacy@AAAecommerce.com.

18. CALIFORNIA PRIVACY RIGHTS

A.  As part of California’s ongoing privacy protection in the digital age, the State has enacted the California Consumer Privacy Act (CCPA), which enforces the responsible use of Californians’ consumer data.

B.  California law permits residents of California to request certain details about how their information is shared with third parties for direct marketing purposes.

C.  As part of this Act, new rights are afforded to California consumers, such as the ability to access their personal information and transparency into how businesses actually use that information. California residents also have the right to stop any “selling” of that information through a “Do Not Sell My Personal Information” mechanism. Everest does not “sell” information to third parties.

D.  We understand that you may want to change or access your Personal Data. To change your Personal Data, you may submit requests to change or remove Personal Data by emailing us.

19. SECURITY

A.  We take appropriate and reasonable technical and organizational measures designed to protect Personal Information from loss, misuse, unauthorized access, disclosure, alteration, and destruction, taking into account the risks involved in the processing and the nature of the Personal Information.

B.  If you have any questions about the security of your Personal Information, you may contact us at your convenience.

20. RETENTION OF DATA

A.  We retain Personal Information where we have an ongoing legitimate business or legal need to do so. Our retention periods will vary depending on the type of data involved, but, generally, we’ll refer to these criteria in order to determine the retention period:

  1. Whether we have a legal or contractual need to retain the data.
  2. Whether the data is necessary to provide our Service.
  3. Whether our Members would reasonably expect that we would retain the data until they remove it or until their account is closed or terminated.

B.  When we have no ongoing legitimate business need to process your Personal Information, we will either delete or anonymize it or, if this is not possible (for example, because your Personal Information has been stored in backup archives), then we will securely store your Personal Information and isolate it from any further processing until deletion is possible.

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