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CONTINUE AI, INC 

TERMS OF SERVICE

Last updated: 29, Jan, 2023

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These terms service (the “Terms of Service”) are a legal agreement between you and Continue AI (“Continue”, “we,” “us,” or “our”).  These Terms of Service specify the terms under which you may access and use our website located at continueai.com (the “Site”), and our platform (the “Platform”) (collectively the “Services”)

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PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING AND USING THE SERVICES OR ANY PORTION THEREOF, BECAUSE BY USING ANY OF THE SERVICES, CLICKING “I AGREE,” OR OTHERWISE MANIFESTING YOUR ASSENT TO THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND OUR PRIVACY POLICY (THE “PRIVACY POLICY”, TOGETHER WITH THE TERMS OF SERVICE, THE “AGREEMENT”), WHICH IS HEREBY INCORPORATED BY REFERENCE.  IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THESE TERMS OF SERVICE, DO NOT ACCESS OR USE THE SERVICES.  

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If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.  

Capitalized terms not defined in these Terms of Service shall have the meaning set forth in our Privacy Policy or the Master Services and Subscription Agreement.

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1. OUR SERVICES AND USERS.

The Services provide an online platform where Continue can assist your business entity (“Company”) in making better decisions in the areas of Environmental, Social and Governance (“ESG”) goals. 

Our Services have several types of users:

1. Visitors.  Visitors to our Site, as the term implies, are people who do not register for an account, but want to explore the Site for informational purposes.  No login is required for visitors to the Site.  Visitors can access all publicly-available content and features of the Site, and can contact us using the contact link on the Site.  
2. Authorized Users.  As defined in the Master Subscription and Services Agreement between your employer, who entered into such agreement with  Continue.  You must establish an account with us in order to use to Platform.     Those who register accounts may sometimes be referred to as “Users” in these Terms of Service

2. RESTRICTIONS

1. Age Restrictions. The Services are available only to individuals aged 18 years or older.  If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.  

We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, including by closing or disconnecting your account, without notice and without reason.

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3. USER CONTENT; LICENSES

The Services allow Users to send to us, via e-mail, documents such as your reports from ESG rating providers and other related documents or information (collectively, “ESG Information” or “User Content”).  

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YOU, AND NOT CONTINUE, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES.  

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You retain all copyrights and other intellectual property rights in and to your own User Content.  You do, however, hereby grant us  a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses through multiple tiers to vendors providing services to us (such as hosting providers), to reproduce, execute, use, store, archive, modify, perform, display, and distribute the User Content only for the purpose of providing the Services hereunder. Continue will not redistribute any of your User Content to other customers. Upon your termination of the Subscription (defined below), we may retain an archival copy of the User Content kept in the normal course of business or for purposes of complying with Applicable Law. 

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To the extent any Company’s, trademarks, trade names, service marks, and/or logos (“Company Marks”) are published or displayed on the Services as part of its User Content), the Company  hereby grants Continue and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to copy, transmit, format, distribute, publicly display, publicly perform, and otherwise use such Company Marks solely in connection with our provision of the Services and operation of the Site.  Users  represent and warrant that the Company Marks are owned by the Company or that the Company has all rights necessary to grant us the foregoing license, and that the Company Marks, and their use by Continue as permitted herein, do not and will not infringe or misappropriate the intellectual property rights of any third party.

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If you submit User Content to us, each such submission constitutes a representation and warranty to Continue that (i) you have received all necessary releases and consent from all individuals or entities that appear in the User Content, and (ii) such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph, and that the User Content and its use by Continue and our content partners as permitted by this Agreement does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights, moral rights, or rights of privacy or publicity of any person, or contain any libelous, defamatory, or obscene material or content that violates the Agreement.  You agree to defend, indemnify, and hold us, our affiliates, and our and their respective owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of the representations and warranties in this paragraph.

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4. INTELLECTUAL PROPERTY.

The Services contains material, such as software, text, graphics, images, and other material provided by or on behalf of Continue (collectively referred to as the “Content”).  The Services and the Content are protected under United States and foreign laws.  The Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries.  Except as expressly provided in this Agreement, Continue and our licensors exclusively own all right, title, and interest in and to the Services and Content, including all associated intellectual property rights.  

Subject to the terms and conditions of these Terms of Use, Continue grants you a limited, non-transferable, non-exclusive, license to access and use the Services and the Content solely for your internal business ESG purposes. You may not (i) remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or the Content, or (ii) sell, transfer, assign, license, sublicense, or modify the Services or the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Services or Content in any way for any public or commercial purpose.  

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The trademarks, service marks, and logos of Continue (the “Continue Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Continue.  Other company and service names located on the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with Continue Trademarks, the “Trademarks”).  Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of Continue Trademarks inures to our benefit. 

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Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance.

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5. FEEDBACK.  As a registered User of our Services, you may elect to provide us with feedback, comments, and suggestions with respect to our Services (“Feedback”).  You agree that Continue will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to you.  
6. USAGE RIGHTS AND RESTRICTIONS.  Subject to the terms and conditions of this Agreement, Continue grants you a limited, non-transferable, non-exclusive, license to access and use the Services solely for your internal business ESG purposes. Continue may terminate this license at any time for any reason.  Further, when using or accessing the Services, you agree that:

• You will not upload, post, chat, e-mail, transmit, or otherwise make available any User Content that:

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• infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
• is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence or illegal activity, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
• discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.

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• You will comply with all applicable laws in your use of the Services and will not use the Services for any unlawful purpose;
• You will not access or use the Services to collect any market research for a competing business;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• You will not interfere with, or attempt to interrupt the proper operation of, the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content, data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
• You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;   
• You will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission; 
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; 
• You will not allow anyone to access and use your account; 
• You will not resell, distribute, or sublicense the Services or use it for the benefit of anyone other than you or your business; 
• You will not remove or modify any proprietary markings or restrictive legends placed on the Services; and
• You will not introduce, post, or upload to the Services any Harmful Code. As used herein, “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services.

Continue reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof. You are free to stop using the Services at any time.

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7. DIGITAL MILLENNIUM COPYRIGHT ACT

Continue respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Via Email at: hello@continueai.com

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Mailing Address:

Continue AI, Inc. 

hello@continueai.com

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If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

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8. NO WARRANTIES; LIMITATION OF LIABILITY. 

THE SERVICES, AND ALL CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THE SERVICES ARE PROVIDED BY CONTINUE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.  CONTINUE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CONTINUE DOES NOT WARRANT THAT: (1) THE INFORMATION ON THE SERVICES IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES, THE PRODUCTS, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS (US $100).  CONTINUE SHALL NOT BE LIABLE FOR DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR OR ANY THIRD PARTY’S PURCHASE OR USE OF ANY PRODUCTS.

SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THIS AGREEMENT SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

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9. COMPLIANCE WITH APPLICABLE LAWS.

The Services are based in the United States.  We make no claims concerning whether the Services are accessible, or whether Content may be downloaded, viewed, or be appropriate for use, or Purchases may be made, outside of the United States.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. 

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10. CONTROLLING LAW

This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. 

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11. EQUITABLE RELIEF.  

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in Los Angeles,  California for purposes of any such action by us.

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12. EXTERNAL SITES.

The Services may contain links to third-party websites (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.

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13. CHANGES TO THE AGREEMENT.

These Terms of Service are effective as of the last updated date stated at the top.  We may change these Terms of Service from time to time.  Any such changes will be posted on the Site.  By accessing the Services after we make any such changes to these Terms of Service, you are deemed to have accepted such changes.  Please refer back to these Terms of Service on a regular basis. 

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14. GENERAL. 

No failure or delay by Continue in exercising any right or remedy under the Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.  If any provision of the Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended and the remainder of the Agreement will remain in full force and effect.  The Agreement constitutes the final and complete agreement between you and Continue regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of the Agreement.  Terms which by their nature are intended to survive indefinitely shall survive and shall apply to you even if you have canceled your account or stopped using the Services, including, without limitation, the limitations of liability, indemnity, and dispute resolution provisions.

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15. HOW TO CONTACT US.

If you have questions about the Agreement or our Services, please contact us via email at hello@continueai.com.  

Copyright 2022 Continue AI, Inc. All rights reserved.

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YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.  IF YOU ARE ENTERING THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND THE ENTITY TO THESE TERMS.