Last Updated: July 18, 2025
By clicking a box indicating your acceptance of these Terms of Service ("Agreement"), executing an Order Form that references this Agreement, or otherwise using or accessing the Connecty AI products (as defined below), you agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement and agree to this Agreement on behalf of such entity, in which case the term “Customer” will refer to such entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Connecty AI products.
This Agreement, entered into by and between Customer and Connecty AI, Inc. ("Connecty AI"), is effective as of the date of acceptance (the “Effective Date”) and governs Customer’s use of Connecty AI’s AI agent platform for data analytics, including any software, documentation, or data related thereto (the “Connecty AI Products”).
Subject to the terms of this Agreement and any applicable Order Form, Connecty AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Connecty AI Products solely for internal business purposes.
Customer is responsible for all information, content, and materials uploaded, submitted, or otherwise used via the Services. Customer will:
Customer shall not:
Customer retains all right, title, and interest in and to the Customer Data. Connecty AI only accesses such data as necessary to provide the Services, and only through secure, permissioned service accounts.
Connecty AI maintains a security program that meets industry standards and is designed to:
Customer grants Connecty AI a non-exclusive, worldwide, royalty-free license to use anonymized metadata derived from use of the Services for the purposes of service improvement, analytics, and benchmarking. No personal data will be used in training any models without express permission.
For subscriptions purchased online, the details of pricing, usage limits (such as seat counts), and trial periods are presented during checkout and are incorporated into this Agreement by reference. By completing the checkout and accepting these Terms, Customer agrees to those specific terms.
For enterprise or custom arrangements, the parties may execute an Order Form. In case of conflict, the Order Form shall govern.
Fees are due as stated in the applicable Order Form or checkout page. Unless otherwise stated, invoices are payable within thirty (30) days of receipt. Overdue payments accrue interest at 1.5% per month or the maximum permitted by law.
All amounts payable by Customer to Connecty AI under this Agreement are exclusive of any sales, use, value added, or other taxes or duties, however designated, including without limitation withholding taxes, royalties, customs, privilege, excise, or other similar taxes (collectively, "Taxes"). Customer shall be solely responsible for the payment of all such Taxes, except for taxes based solely on Connecty AI's income. Customer will not withhold any Taxes from any amounts due to Connecty AI, unless required by applicable law, in which case the payment amount shall be grossed up to ensure Connecty AI receives the full amount it would have received had no withholding been required.
Customer acknowledges and agrees that, as between the Parties, Connecty AI retains all right, title, and interest in and to the Connecty AI Products and all intellectual property rights therein and thereto, including any enhancements, modifications, or derivative works. Except for the limited rights expressly granted to Customer under this Agreement, no rights are granted, and Connecty AI expressly reserves all rights not expressly granted. Customer will acquire no right, title, or interest in or to the Connecty AI Products other than the limited licensed rights set forth in this Agreement.
Notwithstanding the foregoing, Customer retains all right, title, and interest in and to the Customer Data, subject to the limited rights granted to Connecty AI under this Agreement.
Customer hereby grants to Connecty AI a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, and sublicensable (through multiple tiers) license to use, reproduce, display, distribute, and create derivative works of the Customer Data solely as necessary to operate, maintain, and improve the Connecty AI Products and to perform Connecty AI’s obligations under this Agreement.
Customer may from time to time provide suggestions, comments, or feedback regarding the Connecty AI Products ("Feedback"). Connecty AI shall be free to use, disclose, reproduce, license, and otherwise exploit such Feedback without restriction, obligation, or compensation to Customer.
Customer acknowledges that artificial intelligence is a core component of the Connecty AI Products and agrees that Connecty AI may use Customer Data (subject to Section 3) internally during and after the Term to improve its machine learning models and Services, provided such use does not include the disclosure of any Customer Confidential Information or personal data unless otherwise permitted. For clarity, such Customer Data shall not be used to train or fine-tune any large language models (LLMs), as further specified in Connecty AI’s Privacy Policy.
Customer agrees that Connecty AI may collect, aggregate, and analyze performance and usage data relating to the use of the Connecty AI Products, and may use such data (during and after the Term) to improve its products and services and for business analytics. Connecty AI may disclose such data in aggregated and anonymized form that does not identify Customer or any individual.
This Agreement begins on the Effective Date and continues until terminated in accordance with this section.
Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. In addition, either party may terminate this Agreement or any applicable Order Form upon written notice in the event that: (a) the other party materially breaches any provision of this Agreement or such Order Form and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) the other party (i) becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, (ii) applies for, consents to, or acquiesces in the appointment of a trustee, receiver, or other custodian for such party or any of its property, or makes a general assignment for the benefit of creditors, or (iii) becomes the subject of any bankruptcy, insolvency, or similar proceeding that is not dismissed within sixty (60) days. Any termination shall be without prejudice to any other rights or remedies of either party under this Agreement or applicable law.
Upon termination:
The following provisions shall survive termination or expiration of this Agreement: (i) Section 2.3 (License Restrictions), (ii) Section 4 (Fees, Payment & Subscription Terms), (iii) Section 5 (Proprietary Rights), (iv) Section 6.4 (Survival), (v) Section 7 (Confidentiality), (vi) Section 9 (Indemnification), (vii) Section 10 (Limitation of Liability), and (viii) Section 11 (General), including without limitation Governing Law and Dispute Resolution.
"Confidential Information" means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should reasonably be understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Confidential Information includes, without limitation, technical data, security procedures, source code, financial information, business plans, product information, and all information related to current, future, and proposed products and services.
However, Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was lawfully known to the receiving party without restriction at the time of disclosure; (c) is disclosed with the prior written approval of the disclosing party; (d) was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (e) is disclosed to the receiving party by a third party lawfully in possession of such information and not subject to confidentiality obligations.
Each party agrees to use the Confidential Information of the other party solely to perform its obligations under this Agreement and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party, except as otherwise permitted in this Agreement. Each party may disclose the other party’s Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors, and contractors who have a need to know the information, provided they are bound by confidentiality obligations at least as protective as those in this Agreement.
If the receiving party is compelled by law to disclose the other party’s Confidential Information, it shall provide the disclosing party with prompt prior written notice of such requirement, where legally permitted, so that the disclosing party may seek a protective order or other appropriate remedy. The receiving party shall limit the disclosure to the minimum required and shall use reasonable efforts to obtain confidential treatment for any such information disclosed.
Each party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages may be an inadequate remedy. In the event of any such breach or threatened breach, the non-breaching party shall be entitled to seek immediate injunctive or equitable relief, without the necessity of posting bond, in addition to any other remedies available at law or in equity.
Neither party shall disclose the terms of this Agreement to any third party without the prior written consent of the other party, except that either party may disclose such terms to its legal counsel, accountants, existing or prospective investors, acquirers, or financing sources who are under a duty of confidentiality.
Each Party represents and warrants to the other Party that: (a) it has the requisite power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder do not and will not conflict with or violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid, and binding obligation of such Party enforceable in accordance with its terms.
Connecty AI warrants that it will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions and that the Services will perform substantially in accordance with the documentation under normal use and circumstances. Notwithstanding the foregoing, the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Connecty AI or by third-party providers, or due to other causes beyond Connecty AI’s reasonable control. Connecty AI will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
Customer represents and warrants that it has all rights, permissions, and consents necessary to provide any information, data, or materials it submits to the Services and to grant Connecty AI the rights to use such data as contemplated by this Agreement.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CONNECTY AI PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND CONNECTY AI DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, OR TITLE. CONNECTY AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY RELIANCE ON OUTPUT, RECOMMENDATIONS, OR OTHER INFORMATION OBTAINED THROUGH THE SERVICES IS AT CUSTOMER’S SOLE RISK.
CONNECTY AI IS NOT RESPONSIBLE FOR NON-CONNECTY AI PRODUCTS, INCLUDING THIRD-PARTY APPLICATIONS OR SERVICES THAT INTERACT WITH THE CONNECTY AI PRODUCTS. CONNECTY AI DOES NOT GUARANTEE THE CONTINUED AVAILABILITY OF ANY THIRD-PARTY INTEGRATION AND MAY DISCONTINUE ANY SUCH INTEGRATION AT ANY TIME.
Connecty AI may offer certain Connecty AI Products at no charge, including free trials, pre-release, alpha, or beta features ("No-Charge Products"). Customer’s use of No-Charge Products is subject to any additional terms Connecty AI may specify. Connecty AI may terminate or modify Customer’s access to No-Charge Products at any time. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONNECTY AI DISCLAIMS ALL WARRANTIES AND LIABILITIES WITH RESPECT TO NO-CHARGE PRODUCTS AND CONNECTY AI’S MAXIMUM LIABILITY FOR NO-CHARGE PRODUCTS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
Connecty AI will defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the use of the Connecty AI Products as permitted hereunder infringes or misappropriates a United States patent, copyright, or trade secret, and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Connecty AI) in connection with any such Claim; provided that (a) Customer promptly notifies Connecty AI of such Claim, (b) Connecty AI has the sole and exclusive authority to defend and/or settle any such Claim (provided that Connecty AI may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability), and (c) Customer reasonably cooperates with Connecty AI in connection therewith.
If the use of the Connecty AI Products by Customer becomes, or in Connecty AI’s opinion is likely to become, the subject of any claim of infringement, Connecty AI may, at its option and expense: (i) procure for Customer the right to continue using and receiving the Connecty AI Products; (ii) replace or modify the Connecty AI Products to make them non-infringing (with substantially equivalent functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement and provide a pro rata refund of any prepaid fees corresponding to the unused portion of the applicable subscription term.
Connecty AI will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by: (A) compliance with designs, guidelines, plans, or specifications provided by Customer; (B) use of the Connecty AI Products by Customer not in accordance with this Agreement; (C) modification of the Connecty AI Products by anyone other than Connecty AI without Connecty AI’s express written consent; (D) Customer Data or Customer Confidential Information; or (E) the combination, operation, or use of the Connecty AI Products with applications, software, products, or services not furnished or approved by Connecty AI, where the Connecty AI Products would not, by themselves, be infringing (collectively, the "Excluded Claims").
This Section states Connecty AI’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claims of infringement or misappropriation of intellectual property.
Customer will defend Connecty AI against any Claim made or brought against Connecty AI by a third party arising out of any of the Excluded Claims or otherwise from Customer’s use of the Connecty AI Products in breach of this Agreement, and Customer will indemnify Connecty AI for any damages finally awarded against Connecty AI (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Connecty AI promptly notifies Customer of such Claim, (b) Customer has the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Connecty AI’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Connecty AI of all liability), and (c) Connecty AI reasonably cooperates with Customer in connection therewith.
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR VIOLATIONS OF THE LICENSE RESTRICTIONS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR BUSINESS INTERRUPTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE; OR (B) EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE LIABILITY, COSTS, OR DAMAGES IN EXCESS OF THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO CONNECTY AI UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Customer agrees that Connecty AI may use Customer’s name and trademarks (including logos) in its marketing materials, presentations, website, and customer lists. However, Connecty AI shall not use Customer’s name or trademarks in press releases, case studies, or other public-facing written content without Customer’s prior written consent (which may be provided via email).
Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement, without consent, to a successor in interest by way of merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. Any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
Connecty AI reserves the right to update or modify these Terms at any time. If Connecty AI makes material changes, it will provide notice via the Services interface, email, or other reasonable means, and indicate the date of the latest revision. Such changes will become effective no earlier than fourteen (14) days after posting, unless changes are made to introduce new functionality or for legal compliance, in which case they may become effective immediately. Customer’s continued use of the Services following the effective date of such changes constitutes acceptance. With respect to each Order Form, any modification shall be effective upon the Customer’s next renewal. Any other amendment or modification to this Agreement shall be effective only if in writing and signed by both parties.
No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. Any waiver must be in writing and shall apply only to the specific provision and instance for which it is given. A waiver of one breach shall not be deemed a waiver of any other breach.
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship. Neither party shall have any authority to bind or obligate the other in any manner.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and such unenforceable provision shall be interpreted to reflect the original intent of the parties as closely as possible.
This Agreement shall be governed by and construed under the laws of the State of California, without regard to conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted in San Francisco, California by a single arbitrator. The arbitrator shall have authority to award injunctive or equitable relief and to apportion arbitration costs, including attorney’s fees, in a manner the arbitrator deems appropriate. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
All notices under this Agreement shall be in writing and deemed properly given: (a) when delivered personally; (b) when sent by confirmed email; (c) the day after being sent by a nationally recognized overnight courier service; or (d) three (3) days after being sent by certified or registered mail, return receipt requested.
This Agreement, together with any applicable Order Forms and referenced documents, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating thereto. No oral or written information or advice given by either party or its employees shall create any warranty or obligation not expressly stated in this Agreement.
Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, acts of government, terrorism, civil unrest, labor disputes, or failures of the Internet or third-party hosting providers.
Each party agrees to comply with all applicable export laws and regulations, including those of the United States, European Union, and any other applicable jurisdictions, in providing and using the Services.
The Connecty AI Products are provided for ultimate government end use solely in accordance with the terms of this Agreement. If Customer is a U.S. government entity, or is accessing the Services on behalf of such an entity, the Services shall be deemed "commercial computer software" as defined in FAR 2.101 and are licensed only as commercial items with the rights and restrictions specified in this Agreement and applicable under FAR 12.212 and DFARS 227.7202. The Services were developed exclusively at private expense. This Section shall apply only to U.S. public sector use. It does not impact the rights or obligations of customers subject to other public procurement laws (such as those of the European Union or its Member States). For avoidance of doubt, nothing in this Section shall override or limit any applicable rights or requirements under the EU General Data Protection Regulation (GDPR) or applicable national laws.
