Terms of Service

Last updated: December 23rd, 2024

These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (“Terms”) constitute a legally binding agreement as of the Effective Date (as defined below), governing your access, use, registration and receipt of: (i) execify.ai and any related website owned or operated by Execify.ai (“Sites”); (ii) Execify.ai Services (as defined below) through the Sites, cloud, a mobile application or through any other means; and/or (iii) Execify.ai Additional Services (as defined below) and any ancillary services or products provided in connection with the Services. These Terms are between Execify, Inc. (11400 W. Olympic Blvd., Suite 200, Los Angeles CA, 90064) (“Execify.ai”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). Execify.ai may use its affiliates, including third party service providers to process and/or collect payment from you. In case you represent your employer or any other entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be). PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE; OR (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).

AS ELABORATED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS IN THE SERVICES, THUS, EXCEPT WHERE INDICATED OTHERWISE “YOU” SHALL REFER TO CUSTOMER AND ALL TYPES OF USERS. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS; OR (II) REGISTERING TO, USING OR ACCESSING THE SERVICES, ADDITIONAL SERVICES, SITES OR Execify.ai MOBILE APPLICATION, WHICHEVER IS EARLIER (THE DATE OF SUCH REGISTRATION OR ACCEPTANCE BEING THE “EFFECTIVE DATE”).

IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS, OR ACCESS OR USE THE SERVICES OR THE SITES OR EXECIFY.AI MOBILE APPLICATION.

1. Our Services

1.1. Our Services. The Execify.ai cloud based services includes our platforms, products, applications, application programming interface (“API”), tools, and any ancillary or supplementary Execify.ai products and services (including Upgrades (as defined below)), offered online and via a mobile application (“Services”).

1.2. Modification or Discontinuation of Services. We may add, modify or discontinue any feature, functionality or any other tool within any Services and/or Sites, at our own discretion and without further notice, however, if we make any material adverse change in the core functionality of the Services, then we will notify you by posting an announcement on the Sites, via the Services and/or by sending you an email.

1.3. No Contingency on Future Releases and Improvements. You hereby acknowledge that your purchase of the Services and/or Third Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality, feature or service, including without limitation: (i) the continuance of certain Services or Additional Services (as defined below) beyond the current Subscription Term; (ii) the availability of Third Party Services, or (iii) dependency on any public comments we make, orally or in writing, regarding any future functionality, feature or service.

1.4. Ability to Accept Terms. If you access and use the Sites and/or the Services, you represent and warrant that you are at least sixteen (16) years old. The Sites and/or Services are only intended for individuals aged sixteen (16) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.

1.5. Technical Support and Committed Uptime. To the extent you purchased an eligible enterprise tier subscription, you will be entitled, in relation to the Services, to priority support and an uptime commitment by Execify.ai, in accordance with the Service Level Agreement, as may be updated from time to time.

1.6. Specific Services Terms. Some Services may be subject to additional terms specific to such Services, feature or functionality therein as identified in the relevant Services when enabling such Services and/or as designated and available on the Specific Services Terms (“Specific Services Terms”). By accessing, enabling, using and/or purchasing any such Services subject to Specific Services Terms, such as the AI Beta Terms and Conditions, or such other Services, you agree and acknowledge that such terms are binding and governing your use of such Services.

1.7. Additional Services. You may purchase and/or receive additional services, subject to and as set forth in the  Additional Services Terms (“Additional Services”), as may be updated from time to time.

2. Account Registration and Administration

2.1. Account Registration. To register to the Services for the first time, you shall create an account for the Services (“Account”). By creating an Account and registering to use the Services you become, either individually or on behalf of your employer or any entity, on behalf of whom you created the Account, a Execify.ai customer (“Customer”). The first user of the Account is automatically assigned as an Account administrator (“Admin”). See Section 2.4 for additional details on Admin’s.

2.2. Your Registration Information. When creating an Account or when you are added into an Account and creating your user profile (“User Profile”), you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your Account, User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Services; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. You will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.

2.3. User Verification. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or an Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or from an Admin (as the case may be) any verification and/or information, including in the form of a release, as we deem necessary in our sole discretion, before restoring or providing access to or providing information about such Account.

2.4. Account Admins. The Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Services and the Account, including, without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or downgrade Services; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined below); (iv) assign certain privileges to such other Users (as defined below); and (v) integrate or disable integration with Third Party Services. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered.

2.5. Account Users. There are several types of Account users, such as assistants, executives, org members and other types of users which may change over time as the application continues to be developed, all of whom are designated within the Services and referred to herein, collectively with the Admin(s) as “Users”. The features, functionalities and privileges available to the Users are determined by the respective user role, the privileges granted to them by other users on Execify.ai, Services, offering and Subscription Plan governing such Account. For more information on the rights, permissions and definition of various types of Users please read the information available in our user interface or reach out to [email protected] for more information; and you shall be responsible for ensuring that Users are assigned the appropriate user type and those users are granting appropriate privileges to other users. If you assign Users not in accordance with the appropriate user type (for instance, assigning Users who are internal to your organization, your affiliates, subsidiaries and/or any other related entities as a guest user, such as having guests with such organization’s email domain) then Execify.ai shall have the right, in its sole discretion, and without derogating any other remedy available hereunder, to reassign such user types as appropriate, impose additional restrictions and/or charge additional fees.

2.6. Customer Responsible for Users. Customer is solely liable and responsible for understanding the settings, privileges and controls for the Services and for controlling whom Customer permits to become a User and what are the settings and privileges for such User, including without limitation, the right for a User to invite or add other Users (either paid or unpaid), the right to grant permissions on their own account, the right to incur charges on the Account, the right to access, modify or share email, contacts, schedules, calendars, reports, tasks, etc. Customer is responsible for the activities of all of its Users, including Order Forms they may place and how Users use the Customer Data, even if those Users are not from Customer’s organization or domain. Further, Customer acknowledges that any action taken by a User of Customer’s Account, is deemed by us as an authorized action by Customer, hence Customer shall have no claim in this regard.

3. Your Customer Data

3.1. Customer Data. Customer Data is any data, file attachments, text, images, prompts, AI responses, reports, personal data, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Services by you or any User and is processed by us on Customer’s behalf (“Customer Data”). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Services. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the Services; (ii) to prevent or address technical, fraud or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by you.

3.2. Responsibility for Customer Data Compliance. You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Services; (ii) the Customer Data is in compliance with, and subject to, our Acceptable Use Policy; and (iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (“Laws”); (c) violate any of your or third party’s policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth in Section ‎6, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Execify.ai shall not monitor and/or moderate the Customer Data and there shall be no claim against Execify.ai for not doing such.

3.3. No Sensitive Data. You shall not submit to the Services any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other jurisdiction ; and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card schemes.

4. Public User Submissions

4.1. Public User Submissions. The Sites may have certain features that allow you to submit comments, information, and other materials publicly (collectively, “Public User Submissions”) and share such Public User Submissions with other Users, or the public. By submitting Public User Submissions through the Sites, you grant us a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Public User Submissions for any purpose, business, including without limitation, for publicizing and promoting Execify.ai, the Services and/or the Sites and for any other lawful purpose, in any media format (e.g. in-print, websites. electronically, broadcast), and you hereby waive, or to the extent legally prohibited, assign to Execify.ai, any moral rights in your Public User Submissions.

4.2. Responsibility for Public User Submissions. You acknowledge and agree that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Public User Submissions that you submit, post or display on or through the Services; (ii) we do not control, and are not responsible for, other content and/or submissions, posted on our Sites and/or Services by others; (iii) by using the Services and/or Sites, you may be exposed to content and/or submissions by other users or site visitors that is offensive, indecent, inaccurate, misleading, or otherwise unlawful; (iv) any Public User Submissions are submitted in accordance with, and subject to our Acceptable Use Policy.

5. Intellectual Property Rights; License

5.1. Our Intellectual Property. The Services and Sites, inclusive of materials, such as software, API, apps framework, design, user interface, software workflows, design system, text, editorial materials, informational text, documentation, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying know-how, technology or intellectual property, and any modifications, enhancements or derivative works of the foregoing (collectively, “Execify.ai Materials”), are the property of Execify.ai and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and Execify.ai, Execify.ai retains all right, title and interest, including all intellectual property rights, in and to the Execify.ai Materials.

5.2. Customer Reference. Customer acknowledges and accepts that Execify.ai has the right to use Customer’s name and logo to identify Customer as a customer of Execify.ai or as a User of the Services, on Execify.ai’s Sites, marketing materials or otherwise by public announcements, including, but not limited to, earning statements and calls, shareholder materials and similar announcements. Customer may revoke such right, at any time, by contacting [email protected].

5.3. Your Access and Use Rights. Subject to the terms and conditions of these Terms, and your compliance thereof, and specifically in strict compliance with our Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Services and Sites, during the applicable Subscription Term, solely for Customer’s internal business purposes.

5.4. Use Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow a User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Services or the Sites to any third party, including, but not limited to your affiliates, or use the Services in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Services or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Services or Sites, or any part thereof; (v) take any action that imposes or may impose (at Execify.ai’s sole discretion) an unreasonable or disproportionately large load on the Execify.ai infrastructure or infrastructure which supports the Sites or Services (vi) interfere or attempt to interfere with the integrity or proper working of the Services or Sites, or any related activities; (vii) remove, deface, obscure, or alter Execify.ai’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services or Sites, or use or display logos of the Services or Sites without Execify.ai’s prior written approval; (viii) use the Services or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party (including other Users) to do any of the foregoing.

5.5. Feedback. As a User of the Services and/or Sites, yo