TERMS OF SERVICE
Please Read Carefully.
Updated: August 16, 2025
The services that Why of AI LLC d/b/a Why of AI and Expericom (hereinafter “Why of AI,” “we,” “our,” and “us”) provides to you are subject to the terms and conditions set forth herein (“Terms of Service”), which govern your access to and use of (1) our websites, mobile websites and applications, owned and operated by Why of AI, our predecessors or successors in interest, and any sites or applications that we may have now and/or in the future (collectively the “Site”), (2) all courses, materials, information, data, services and/or products accessible through the Site (“Site Services”), and (3) all retainer, subscription, or any other products or services offered outside of Site or Site Services (“Non-Site Services”). The Site, Site Services, and the Non-Site Services shall collectively be referred to herein as the “Services”.
By checking the box to indicate your acceptance to this Terms of Service, using the Services, and/or otherwise entering into an Order Form referring to this Terms of Service, you acknowledge and agree that you are entering into a legally binding agreement with Why of AI and agree to be bound by all of the terms and conditions set forth in this Terms of Service. This Terms of Service constitutes a binding contract and governs your use of the Services by you, your agents and end-users whether in connection with a paid or free subscription, retainer, and/or other Offering. If you are an individual agreeing to the terms and conditions of this Terms of Service on behalf of a legal entity, you represent that such individual has the legal authority to bind such entity. If you do not accept this Terms of Service, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of our Services is unauthorized.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND WHY OF AI WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.
1. CHANGES TO TERMS
Subject to the conditions set forth herein, Why of AI may, at any time, in its sole discretion, make changes to this Terms of Service. Why of AI will provide a notice of such changes by posting the updated Terms of Service on the Site and changing the “last updated” date listed above. Any revisions to this Terms of Service will take effect when posted on the Site unless otherwise stated. In the event a revised version includes substantial changes, Why of AI will provide additional forms of notification as it deems necessary in its sole discretion. Your continued use of the Services following such changes will constitute your acceptance of such changes.
2. SCOPE OF USE
Eligibility and Behavior. To access or use the Services, you must be 18 years or older and have the requisite power and authority to enter into the Terms of Service.
For Content Providers. In the event you are creating information and/or educational content for publication and display on Why of AI’s Services utilizing our applications, you also agree to the terms and conditions set forth in our Content Provider Terms of Service located at https://docsend.com/view/ftetazasynhc4chs, which may be changed from time to time and such current version shall be incorporated herein by reference.
Use of Services and Availability. Why of AI retains the right, in its sole and absolute discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason; provided, however, that we will not terminate access to or use of any Non-Site Services which you have purchased without good cause. While we use reasonable efforts to keep the Site and Site Services accessible, the Site and/or Site Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Site and/or Site Service due to circumstances both within Why of AI’s control (e.g., routine maintenance) and outside of Why of AI’s control. You acknowledge and agree that the use of the Site and/or Site Services is at your own risk, including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate, and/or objectionable. The Site and/or Site Services may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.
Creating an Account. You may establish an account through the Services. Without creating an account, you will only be able to browse Why of AI’s website and/or view the descriptions of products and/or Services we offer. In order to fully access and/or use the Site and/or Site Services, and gain access to the functionality of the software and/or information we provide, you must register and create an account by selecting a login identification (“Username”) and a unique user password ("Password") (collectively, a "User Account"). When setting up a User Account, you are required to (i) abide by all applicable laws, rules, and regulations, as well as indicate agreement to this Terms of Service, (ii) provide contact information, and (iii) submit any other form of authentication required during the enrollment process, as determined by Why of AI in its sole and absolute discretion. If you establish a User Account with Why of AI , you agree to provide true, accurate and current information in connection with your User Account. You are responsible for updating and correcting information you have submitted to create and/or maintain your User Account. You are solely responsible for managing your User Account and are prohibited from using other disguised identities when using the Site and/or Site Services. We may refuse to grant you a User Account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined by Why of AI in its sole and absolute discretion. Any Username and Password used for the Site and/or Site Services are for individual use only. You are solely responsible for maintaining the security and confidentiality of the password you use to access your User Account. You understand and agree that Why of AI shall have no responsibility for any incident arising out of, or related to, your account settings. Why of AI will assume that anyone using the Site and/or Site Services and/or transacting through your User Account is you. Therefore, you further agree to immediately notify Why of AI of any unauthorized use of your Username, Password and/or User Account and/or any other breach of security.
Your User Account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate any of these limitations and/or this Terms of Service, we may terminate your User Account immediately. Upon termination, the provisions of this Terms of Service that are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability, and indemnities) shall survive such termination. If we terminate your User Account, you may not subscribe under a new account unless we formally invite you. If you commit fraud and/or falsify information in connection with your access and/or use of the Services, or in connection with your User Account, your account will be terminated immediately and we reserve the right to: (i) hold you liable for any and all damages that we suffer, (ii) pursue legal action through relevant local and national law enforcement authorities, and/or (iii) notify your Internet Service Provider of any fraudulent activity we associate with you and/or your access to and/or your use of the Services.
Materials and Recordings. Why of AI may provide materials to you including but not limited to: all information related to Why of AI to which you have access, whether in oral, written, graphic or machine-readable form, in the course of or in connection with your use of the Services, including but not limited to notes, recordings, chats, analyses, phone-calls, studies, videos, books, courses, and other aids, procedures, techniques, operating methods, know-how, processes, formulas, source and object codes, data, improvements, plans, and/or marketing information and any other information which could reasonably be expected to benefit competitors of Why of AI (collectively, “Why of AI Materials”). You understand that the Why of AI Materials that you receive are confidential and proprietary to Why of AI, and shall not be sold, loaned, rented, given away, distributed, advertised for sale on the ‘Internet’ and/or through any other medium, and/or exploited in any manner. Upon purchase, the Why of AI Materials provided to you are for your sole use and are not to be shared with others. You further agree that you will not copy or cause to be copied and/or reproduce in any manner, electronic and/or otherwise, any of the Why of AI Materials, any notes based on the Why of AI Materials and/or any notes based on the courses you take and/or Services you receive. The commercial use, reproduction, transmission or distribution of any Why of AI Materials available through the Services without the prior written consent of Why of AI is strictly prohibited. You agree that you will not tape-record, video-record, transmit, photograph, and/or otherwise reproduce the course and/or any and all courses that you get access to through the Service. Breach of this Section may result in irreparable and continuing damage to Why of AI for which monetary damages may not be sufficient, and you agree that Why of AI will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief as may be proper from a court of competent jurisdiction.
Communications from Why of AI. By using the Services, you agree to receive certain communications in connection with the Services. For example, you might receive comments, promotions, events and/ or features. When you access and/or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically including but not limited to notices related to the Services provided to you via email. You agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting us. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.
Your Responsibilities. Why of AI grants you the rights set forth herein, subject to the following conditions: (a) You shall not collect or harvest any personal data of any user of the Site or the Services; (b) You shall not use the Site or the Services for the solicitation of business in the course of trade or in connection with a commercial enterprise; (c) You shall not interfere or attempt to interfere with the proper functioning of the Service; (d) You shall not modify, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; (e) You agree not to submit or transmit any emails or materials through the Services that contain a virus, worm, Trojan horse or any other harmful component; (f) You shall not copy or imitate part or all of the design, layout, or look-and-feel of the Services or individual sections of it, in any form or media; (g) You are responsible for the accuracy and quality of the data and content that you submit; (h) You shall not submit content that is offensive, including without limitation, bigotry, racism, discrimination, hatred, and/or profanity; (i) You agree not to intentionally hold Why of AI and/or its employees and/or directors up to public scorn, ridicule and/or defamation; (j) You will not promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property; (k) You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the services and content provided on the Services, and to notify Why of AI promptly of any such unauthorized access and/or use; (l) You agree to act in accordance with all applicable laws and shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services; (m) You shall not make any automated use of the Site, the Services or the related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; (n) You agree not to bypass any robot exclusion headers or other measures we take to restrict access to the Services, or use any software, technology, or device to scrape, spider, or crawl the Services or harvest or manipulate data; (o) You shall not circumvent, disable or otherwise interfere with any security-related features of the Services or features that prevent or restrict use or copying of content, or enforce limitations on use of the Service or the content accessible via the Services; or (p) You shall not publish or link to malicious content of any sort, including that intended to damage or disrupt another user’s browser or computer.
3. ERRORS, INACCURACIES, OMISSIONS AND PERFORMANCE
Occasionally there may be information on the Site and/or Site Services that contain typographical errors, inaccuracies, and/or omissions that may relate to service and/or descriptions, pricing, offers, Why of AI Materials and availability. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, and/or omission; and/or (iii) make changes to prices, content, promotion offers, service and/or product descriptions and/or other information without obligation to issue any notice of such changes, except as prohibited by law. The Site and/or Site Services will include resources, virtual products and the fundamental business concepts to help you improve your data literacy. However, you acknowledge that while the Site and/or Site Services will be comprehensive, use of the Site and/or Site Services does not guarantee that you will understand every aspect of data literacy. You further acknowledge and agree that Why of AI makes no guarantee, express or implied, regarding the Services, Why of AI Materials, courses and/or any improvement in your business, skills and/or income.
4. PROPRIETARY RIGHTS AND LICENSES
Ownership. The Services, any content on the Services and the infrastructure used to provide the Services are proprietary to Why of AI, our affiliates, and other content providers. By using the Services and accepting this Terms of Service: (a) Why of AI grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and use the Services pursuant to this Terms of Service and to any additional terms and policies set forth by Why of AI; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, Why of AI Materials, software, products and/or services obtained from and/or through the Services without the express written permission of Why of AI.
Reservation of Rights. The content, headers, videos, illustrations, photographs, graphics, icons, trade dress and/or other information on the Services (“Content”), as well as the organization and/or layout of the Services, are copyrighted and are protected by United States and international copyright laws and treaty provisions. Why of AI owns, controls, lawfully uses and/or licenses the Content on the Services. Why of AI’s name and logo may not be copied, imitated and/or used, without Why of AI’s prior written permission. Subject to the limited rights expressly granted hereunder, Why of AI and/or its third party providers reserve all right, title and interest in and to the Services and Content, including all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
Posted Content. Please carefully choose the information that you post on, through and/or in connection with the Site and/or Site Services. You acknowledge and agree that you have no expectation of privacy with regard to any information, content, advice, discussions, images, photographs, video, audio, sounds, descriptions, comments, reviews, articles, blogs, ratings, responses, posts, messages, and/or any other material (“User Content”) submitted or transmitted through the Site and/or Site Services and/or communication facilities that may be offered on, through and/or in connection with the Services from time to time. You assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you. You also represent that you own, and/or have the necessary permissions to use and authorize use of User Content as described in this Terms of Service. You hereby grant us a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use, reproduce, distribute, prepare derivative works, display and/or perform the User Content in connection with the provision of the Site and/or Site Services. You further hereby irrevocably grant the other users of the Site and/or Site Services, the right to access and/or use User Content in connection with their use of the Services in accordance with this Terms of Service. You shall not imply that User Content is in any way sponsored and/or endorsed by Why of AI.
Feedback. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant to Why of AI a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback. Why of AI has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion.
Publicity. We may, from time to time, take photos and/or video for marketing and/or promotional purposes and you agree that we may use such images and/or video (which may contain your likeness) for promotional purposes in various print, electronic or other advertising material. Furthermore, you may choose to participate in a testimonial relating to our Services. In the event you provide us with a testimonial (whether video or written), you grant us the right to use your name or other designation in connection with such testimonial (“Released Media”) on our Site, social media, brochures, advertising, promotional materials and the like. By providing us with such information, you waive any claim (including without limitation invasion of privacy, defamation or right of publicity) against us related to the use of your Released Media.
Online Content Disclaimer. Opinions, advice, statements, offers, or other information or content made available through the Site, are those of their respective authors, and should not necessarily be relied upon. We do not guarantee the accuracy, completeness, or usefulness of any information on the Site or the Services nor do we adopt nor endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by other parties. We take no responsibility and assume no liability for any User Content that you or any other user or third party submits to Why of AI or that is published on the Site. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Site or the Services, or transmitted to users. Though we strive to enforce these Terms of Service, you may be exposed to User Content that is inaccurate or objectionable when you use or access the Site or the Services. We reserve the right, but have no obligation, to monitor the materials posted in the public areas of the Site or the Services or to limit or deny a user’s access to the Services or take other appropriate action if a user violates these Terms of Service or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. Why of AI shall have the right to remove any material that in its sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law. If you become aware of a misuse of our Services or violation of these Terms of Service, please contact us legal@whyofai.com.
5. PROHIBITED CONDUCT
Gathering email addresses from Why of AI, harvesting and/or posting and/or transmitting unauthorized and/or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other users is prohibited. We also prohibit crawling, scraping, caching and/or otherwise accessing any content on the Services via automated means (except as may be the result of standard search engine protocols and/or technologies used with Why of AI’s express written consent). You may not use the Services in any manner that could damage, disable, overburden, and/or impair the Services and/or interfere with any other party's use and/or enjoyment of the Services. You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the Services. You shall not interfere with the proper workings of the Services, including without limitation by placing an unreasonable load on the Services’ infrastructure.
6. PAYMENT
General. By setting up a User Account, purchasing a membership, subscription, retainer, courses or product, and/or using and/or accessing the Services, you agree to pay Why of AI all fees (including without limitation fees for any overages incurred) in accordance with your applicable invoice, checkout terms, payment link, customer portal, online form, Order Form, or as otherwise stated on the Services. You are responsible for all fees, including, without limitation, taxes associated with your use of the Services. All fees shall be payable in U.S. dollars within the United States. By agreeing to this Terms of Service, you hereby give Why of AI permission to charge the credit card, bank account, and/or other approved method of payment associated with your User Account for fees associated with your use of the Services. All fees due and payable by you to Why of AI under this Terms of Service must be paid in full without any deduction, set-off, counterclaim or withholding of any kind, unless required by law.
Trial or Promotions. Why of AI may make available or deliver certain courses, retainers, and/or subscriptions (each an “Offering”) which may be labeled as “not for resale,” “free,” “evaluation,” “trial” or another similar designation. Subject to your compliance with the terms and conditions of this Terms of Service, you may download, access or use such Offerings only during the period and for the purpose specified, as expressly permitted by Why of AI. Except as may be expressly set forth by Why of AI, such Offerings will be limited to non-commercial evaluation purposes with no rights to make available or distribute the Offering to any third party. Notwithstanding anything contained in this Terms of Service, (a) Why of AI makes no commitments with respect to an Offering regarding any features, functions, or data and provides no warranties of any kind with respect to an Offering, (b) Why of AI may choose not to generally release any Offering or convert any Offering into a product offering, and (c) Offerings are as-is, including errors and faults. Why of AI reserves the right, without any further notice, to end any Offering at any time.
Payment Account. Unless otherwise agreed, all fees shall be deducted from a payment account designated by you (“Payment Account”), including ACH debit, credit card or other electronic payment method. By providing your Payment Account information, you expressly authorize Why of AI (and its third-party payment processors) to initiate debit entries (including ACH transfers) from the Payment Account for any fees due in connection with the Services, including recurring charges if applicable. Any authorization you provide to make automatic payments using the Services will remain in effect until cancelled.
You also authorize Why of AI to securely store your payment credentials and process payments via its third-party payment facilitators. If your Payment Account information is changed, closed, or a charge is rejected, you must promptly update your information. If not updated, Why of AI may issue an invoice, and payment will be due within fifteen (15) days. Failure to pay may result in suspension or termination of your Services, without liability and we may seek all available remedies at law and in equity. You acknowledge and agree that you will be liable for all fines, chargebacks, refunds and other expenses incurred in the enforcement of any third-party provider agreements and further agree to reimburse Why of AI for any and all such fines, chargebacks, refunds and other expenses incurred related thereto. Why of AI may partner with other third parties to facilitate transactions for the Services on your behalf. Should we do so, you authorize us to share your identity and account data with those third parties for the purposes of opening and supporting your User Account, and you are responsible for the accuracy and completeness of that data.
Credit Card Surcharge. If you choose to pay any fees using a credit card, you agree to pay an additional three percent (3%) administrative fee to cover credit card processing costs. This fee will be added to the total amount charged to your credit card and is non-refundable. By using a credit card for payment, you acknowledge and consent to the inclusion of this fee. You may avoid this surcharge by paying via ACH or other non-credit card methods.
Non-Site Services Payment. In consideration of the provision of the Non-Site Services, you agree to pay Why of AI the fees set forth in the Non-Site Service listing, an Order Form, or as otherwise agreed to by you and Why of AI in writing (via email accepted).
a. Retainer Fee. You shall pay a recurring monthly retainer fee for Non-Site Services, subscriptions or time-based monthly offerings (“Retainer”), payable in advance, with a minimum commitment of three (3) months. Unless otherwise agreed in writing, the Retainer requires a minimum commitment of three (3) consecutive months. The initial payment will be processed at the time of purchase, aligning with the start date of the Retainer. Subsequent payments will be charged on the same calendar day each month based on the original Retainer payment date (“Monthly Billing Date”). In certain cases, we may offer a one-month introductory term prior to the commencement of the three-month commitment, subject to separate written confirmation.
With Company’s prior written approval, availability, and capacity, Client may advance the full allotment of Retainer Hours from the next month (“Advanced Hours”) for immediate use. Upon approval, the retainer fee for that next month shall be due and payable in full, and the monthly billing cycle and Monthly Billing Date shall reset to the date Company begins work on the Advanced Hours. After the reset, Client may either continue on the new cycle or request another advancement, in which case the same process applies.
b. Additional Monthly Hours. Additional monthly hours per month of Retainer work performed by Why of AI for you that you request beyond the scope of the purchased Retainer (“Additional Monthly Hours”) are billed at the same hourly rate as the purchased Retainer. These Additional Monthly Hours are subject to Company availability and capacity, and will be charged monthly in arrears based on usage.
c. Additional Services. Additional services beyond the scope of the Retainer-related Non-Site Services, including but not limited to workshops, training, research, due diligence, and the design, development, testing, or delivery of AI-related solutions (e.g., automations, workflows, agents, models, or tools), may be requested by you. These additional Services will be charged monthly in arrears based on usage.
d. Hourly Work. Any non-Retainer hourly work performed by Company will be billed at our current hourly rates, payable in advance and processed at the time of purchase.
Expenses. You shall promptly reimburse Why of AI for any out-of-pocket expenses reasonably incurred in connection with the performance of the Services.
Taxes. Fees are exclusive of applicable taxes. You are responsible for all taxes, fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees hereunder except for taxes based on Why of AI’s net income and/or payroll taxes.
Late Payment Suspension. In the event that fees are not paid on a timely basis, Why of AI may, in addition to other available remedies, suspend all or part of the Services if any fees are not paid on the date such fees are due and payable hereunder. In the event of the foregoing, Why of AI shall not be obligated to provide any or all of the Services until such fees are paid in full. You acknowledges and agree that Why of AI shall not be in breach of this Agreement or liable for failure to perform in the event You fail to make payments when due hereunder.
Refunds. All fees are nonrefundable unless otherwise agreed to by Why of AI in its sole and absolute discretion. For any questions regarding payments and/or our refund policy, please contact us at legal@whyofai.com.
7. TERMINATION
If you violate this Terms of Service and/or if we have grounds to suspect that you violated this Terms of Service and/or other use parameters included on the Services, we may suspend and/or refuse access to and/or use of the Services (or any portion thereof). Why of AI also reserves the right, in its sole and absolute discretion, to terminate your access to the Site and/or Site Services or any portion thereof at any time, without cause and/or without notice. In the event you fail to pay for the access granted (if applicable), and/or share the access granted with any person or entity, and/or misuse the system by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, Why of AI will consider your access as having been acquired by fraud and/or misrepresentation and will terminate your access immediately. In such event, Why of AI retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by you.
8. NON-SITE SERVICES
Scope. The scope of Non-Site Services will be jointly determined through monthly prioritization and planning sessions between the parties and will be documented in separate work summaries, project outlines, or meeting notes, which shall serve as informal records of agreed-upon priorities. These summaries are non-binding and intended to provide clarity around ongoing initiatives under the Retainer.
Out of Scope Services. Notwithstanding anything herein to the contrary, in the event you request additional Non-Site Services outside the scope of Non-Site Services agreed upon by the parties, then you shall submit such request in writing to Why of AI. Why of AI may, in its discretion, agree to perform such services (“Hourly Work”) at its then current hourly rate(s), or under a separate Order Form.
Retainer Hours. Unused hours per month of Retainer work performed by Why of AI for you based on the purchased Retainer (“Retainer Hours”) and Additional Monthly Hours expire at the end of each monthly billing cycle and do not rollover or carry over, except as expressly advanced in accordance with the Advancement of Retainer Hours provision above. Retainer types or tiers may be changed, upgraded, or downgraded on any Monthly Billing Date upon 7 days’ written notice and written Company approval, subject to Company availability and capacity.
Ownership. Notwithstanding anything in this Terms of Service to the contrary, all works, materials, software, documentation, methods, apparatus, systems and the like specifically prepared, developed, or delivered as part of or in connection with the Non-Site Services for you, and all tangible embodiments thereof, shall be considered “Work Product”. You shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world in all Work Product. Why of AI hereby irrevocably assigns all right title and interest, including intellectual property and ownership rights, in the Work Product to you, and will cause its representatives to irrevocably assign to you all such rights in the Work Product. Why of AI agrees that with respect to any Work Product that may qualify as a Work Made for Hire as defined in 17 U.S.C. §101, such Work Product is and will be deemed a Work Made for Hire and you will have the sole right to the copyright. You grant and have the authority to grant Why of AI a non-exclusive, paid-up, perpetual, worldwide license to use such Work Product during the performance of the Non-Site Services for the purposes set forth herein.
Pre-Existing Materials. Notwithstanding anything to the contrary contained herein, this Terms of Service does not restrict or deprive Why of AI of any of its rights or proprietary interests in any materials (including but not limited to designs, discoveries, creations, works, devices, masks, models, works in progress, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, know-how, training materials, plans, techniques and other materials) that existed prior to and/or independent of Why of AI’s performance of the Non-Site Services (“Pre-Existing Materials”). If Pre-Existing Materials are delivered in connection with or as part of the Work Product, Why of AI grants to you a limited, royalty-free, nonexclusive license to use the Pre-Existing Materials solely to enable you to use the Work Product for your internal business purposes. This license will survive the termination of this Terms of Service, provided that the Pre-Existing Materials are only used as part of the Work Product and not independently.
Attribution. You must attribute the Pre-Existing Materials in the manner specified by Why of AI, from time to time, but not in any way that suggests that Why of AI endorses you or your use of the Pre-Existing Materials. For avoidance of doubt, you shall not use Why of AI's Pre-Existing Materials to independently deliver Why of AI's products, models, frameworks, presentations, workshops and/or related services, without Why of AI's prior written consent.
Your Responsibilities for Non-Site Service.
· You agree to create and manage all billable accounts, API keys, or similar access credentials ("Tools") necessary for Why of AI to deliver the Services. You shall be responsible for configuring these Tools and inviting relevant Why of AI personnel, agents, representatives and/or subcontractors to the Tools with the appropriate access and permissions required to perform the Services in a timely manner. You acknowledge that any delays in setting up or granting access to these Tools may impact the delivery timeline of the Services.
· You will ensure availability and provide access to your Services stakeholders (e.g., business leadership, domain experts, product and/or technical team members) for collaborative sessions, input, feedback, reviews, access to resources and assets (e.g., data), and general support as needed to successfully complete the Services.
· All timelines and milestones are approximate and subject to change based on your availability, timeliness, and responsiveness.
Third-Parties. Why of AI is unable to provide time, cost, and scope estimations on behalf of, or in lieu of any development or implementation individual, contractor, company, or team that you engage to perform work related to the Non-Site Services that is not directly employed or contracted by Why of AI (“Third-Party Developers”). Third-Party Developers that you work with to build AI solutions during or following the Services may need to adjust or adapt some of Services Deliverables to align with their experience, expertise, capabilities, competencies, and recommendations. Some of Services Deliverables and any related development or implementation by you or Third-Party Developers may require refinement or modifications given the scientific, experimental, and rapidly advancing nature of artificial intelligence and machine learning (e.g., benchmarks, baselines, methods, tools, models, algorithms, architectures, etc.)
Confidentiality. For purposes of Non-Site Services, “Confidential Information” includes all personal and/or business information of one party (“Disclosing Party”) and any of its affiliates, clients and other third parties, to which the other party (“Receiving Party”) has access, whether in oral, written, graphic or machine-readable form, in the course of or in connection with the Non-Site Services. The Receiving Party will keep the Confidential Information confidential, and may disclose the Confidential Information to its officers, directors, employees, agents and subcontractors (and their employees) (“Representatives”) who have a need to know such Confidential Information solely in connection with the Non-Site Services. Receiving Party will cause such Representatives to comply with this Engagement Letter and will assume full responsibility for any failure to comply with the terms of this Terms of Service. The Receiving Party will not use any Confidential Information for any purpose other than to perform its obligations in connection with Non-Site Services. This Section does not apply to (i) information that is or becomes publicly available through no fault of the other party; (ii) was in possession of one the receiving party prior to its receipt from the disclosing party; (iii) is independently developed by the receiving party without reference to the Confidential Information; and/or (iv) becomes known from a third party independently of the receiving party’s knowledge and is not subject to an obligation of confidentiality.
9. INDEMNIFICATION AND WAIVER
You shall indemnify, defend and hold harmless Why of AI, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature (“Claim”) arising out of or in relation to (i) use of User Content in the event of an infringement, violation, trespass, contravention or breach in the United States of any third party, or constitutes the unauthorized use or misappropriation of any trade secret of any third party, (ii) any breach of this Terms of Service by you, your officers, agents, employees, contractors and/or representatives, (iii) your use of Why of AI’s Services and Why of AI Materials; and/or (iv) fraud you commit and/or your intentional misconduct and/or negligence. You shall give prompt notice to Why of AI upon your receipt of notice of any Claim against you which might give rise to a claim against Why of AI.
10. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
THE SERVICES, ANY CONTENT, AND/OR WHY OF AI MATERIALS ARE PROVIDED BY WHY OF AI TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, ACCURACY, AND FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, ALL OF WHICH WHY OF AI EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, WHY OF AI AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICES, CONTENT OR WHY OF AI MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND/OR (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, CONTENT, OR WHY OF AI MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE. WHY OF AI WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE SERVICE AND/OR ANY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WHY OF AI OR THROUGH OR FROM USE OF THEIR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
11. LIMITATION OF LIABILITY
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. IN NO EVENT SHALL WHY OF AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF WHY OF AI HAS BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY WHY OF AI ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, WHY OF AI’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
WHY OF AI’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES IS LIMITED TO THE GREATER OF (i) FEES, IF ANY, PAID BY YOU TO WHY OF AI FOR THE AFFECTED SERVICE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, OR (ii) $100.
12. THIRD PARTY SITES
The Services may provide links to various other independent third-party websites (“Linked Sites”) that may be of interest to you and are for your convenience only. Why of AI does not control and/or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy and/or reliability of any information, data, opinions, advice and/or statements contained within such Linked Sites. You will need to make your own independent judgment regarding your interaction with the Linked Sites and such interaction is at your own risk. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit. Why of AI reserves the right to terminate any link and/or linking program at any time in its sole and absolute discretion. We disclaim all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such Linked Sites.
13. SEPARATE AGREEMENTS
You may have other agreements with Why of AI. Such agreements are separate and in addition to this Terms of Service. Unless otherwise agreed in writing, the Terms of Service do not modify, revise or amend the terms of any other agreements you may have with Why of AI.
14. NO PROFESSIONAL ADVICE
The information available on the Services is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. Why of AI does not, will not and cannot refer, recommend and/or endorse any specific professional service, product and/or procedures that are advertised on the Services. YOU SHOULD EVALUATE ALL INFORMATION, OPINIONS AND ADVICE AVAILABLE ON THIS SITE IN CONSULTATION WITH YOUR INSURANCE SPECIALIST, OR WITH YOUR LEGAL, TAX, FINANCIAL OR OTHER ADVISOR, AS APPROPRIATE.
15. DMCA COPYRIGHT POLICY AND COPYRIGHT AGENT
Why of AI respects the intellectual property rights of others and expects you to do the same. We reserve the right to terminate your account or any other user who infringes third-party copyrights. We will respond to clear notices of copyright infringement when you provide the following:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted work claimed to have been infringed.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled.
(iv) Information sufficient to permit Why of AI to contact you, such as your physical address, telephone number, and, if available, an electronic mail address;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Contact information for Why of AI’s DMCA Agent for notice of claims of copyright infringement is: Why of AI LLC Attn: Copyright Agent, 211 W. Wacker Drive, Ste 120 PMB 2153, Chicago, IL 60606, legal@whyofai.com. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services or on sites linked to or from the Services. All other inquiries directed to the Copyright Agent will not be responded to.
16. USE OUTSIDE DEFINED AREA
Please be aware that Why of AI is located in the United States, and is subject to United States laws, including laws governing privacy and security of your information. The Services are not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Services and their content, including their products and services, are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorized to access or use any of the information on the Services. Those who choose to access the Services from such locations do so at their own risk and are responsible for compliance with applicable local laws. This Terms of Service is written in English. To the extent any translated version of this Terms of Service conflicts with the English version, the English version controls. In the event you are using the Services outside of the United States, you agree as follows: (i) you consent to having your personal data transferred to and processed in the United States; (ii) if you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of ‘Specially Designated Nationals,’ you will not engage in commercial activities on the Services (such as advertising or payments); and/or (iii) you will not use the Services if you are prohibited from receiving products, services or software originating from the United States.
17. RESOLUTION OF DISPUTES
Disputes. We want to address your concerns without needing formal legal case. Before filing a claim against Why of AI, you agree to try to resolve the dispute informally by contacting us at legal@whyofai.com. We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and/or Why of AI agree to resolve any claims related to this Terms of Service through final and binding arbitration, except as forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or you opt out as described below.
Opt-Out. You can opt-out and decline this agreement to arbitrate by contacting Why of AI within thirty (30) day of the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Terms of Service). You must write us at Why of AI LLC, Attn: Opt-Out Arbitration, 211 W. Wacker Drive, Ste 120 PMB 2153, Chicago, IL 60606. If you opt out, neither you nor Why of AI can require the other to participate in an arbitration proceeding.
Arbitration Procedures. Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt out of arbitration as described below, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. The arbitration shall be held in Cook County, Illinois USA or any other location we agree to. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.
Exceptions to Agreement to Arbitrate. Either you and/or Why of AI may assert claims, if they qualify, in small claims court in Cook County, Illinois. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Services, breach of Why of AI’s confidential information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein.
Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and Why of AI agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Illinois. Both you and Why of AI consent to the foregoing venue and jurisdiction. You agree that any cause of action related to or arising out of your relationship with Why of AI must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
18. ADA COMPLIANCE
We strive to follow the ‘Web Content Accessibility Guidelines’ to make our Services accessible to a wider range of people with disabilities. If you are using a screen reader and having issues reviewing these Terms or using our Services, please contact us at legal@whyofai.com.
19. MISCELLANEOUS
If any provision and/or term of this Terms of Service shall become and/or be declared illegal, invalid and/or unenforceable for any reason whatsoever, such term and/or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them. This Terms of Service shall be governed in all respects by the laws of the State of Illinois, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Terms of Service, this Terms of Service will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either you and/or Why of AI of any breach and/or default and/or failure to exercise any right allowed under this Terms of Service is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under this Terms of Service.
Contact us: If you would like to request additional information regarding this Terms of Service, please contact us at legal@whyofai.com.