traidmark.ai Terms of Service
Last Updated: February 4, 2025
Welcome, and thank you for your interest in Deal.ai Inc. ("deal.ai," "we," or "us") and our website at www.deal.ai, along with our related websites, hosted applications, and other services provided by us (collectively, the "Service"). These Terms of Service are a legally binding contract between you and deal.ai regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING "I ACCEPT," OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING DEAL.AI'S PRIVACY POLICY (TOGETHER, THESE "TERMS"). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND DEAL.AI'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY DEAL.AI AND BY YOU TO BE BOUND BY THESE TERMS.
YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF DEAL.AI AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS WILL INCLUDE OPERATIONAL AND/OR MARKETING-RELATED TEXTS/CALLS. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 20 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND DEAL.AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. deal.ai Service Overview. deal.ai provides an AI-enabled platform designed to allow users to generate various forms of content. The Service may also provide you with (a) the ability to make content and features available through your account available to others on a separate, and separately branded, domain (the "White-Label Service") and (b) a platform through which paid users of the Service can make available, and others can purchase, AI-generated content (the "Art Marketplace").
2. Special Terms for White-Label Service. If you use the White-Label Service, in addition to all other terms and conditions set forth in these Terms, the terms and conditions set forth in this Section 2 apply to you, and you agree that you are contractually bound to these terms and conditions.
2.1. End User Access. Subject to your complete and ongoing compliance with these Terms, you may allow your End Users to access and use your instance of the White-Label Service.
2.2. End User Content. You acknowledge and agree that (a) any content or information Submitted by users of your White-Label Service instance (each, an "End User", and all such content or information, "End User Content") is expressly deemed to be your User Content and/or Input (each as defined below) as if directly Submitted by you; and (b) as between you and deal.ai, you are fully and solely responsible for all End User Content.
2.3. End User Conduct. You are fully and solely responsible for all actions and omissions of your End Users and must ensure that all access to and use of the White-Label Service, including by End Users, is fully in compliance with these Terms. Any breach of these Terms by an End User is considered a breach by you. You must not agree to any terms with End Users inconsistent with these Terms.
2.4. Support. You may contact us at support@deal.ai with any technical support questions or concerns. If you are a user of the White-Label Service, you are solely responsible for any questions or concerns of End Users.
2.5. Fees. In addition to any other fees outlined in these Terms, use of the White-Label Service may be subject to a fee as determined by us and made available to you (the "White-Label Fee"). You hereby authorize deal.ai to charge the White-Label Fee on a monthly basis or such other basis as we make available to you via a sales page or otherwise. For information on the White-Label Fee, please see our website. We may also offer you fees as compensation for referring users to the Service. Any such fees are offered solely at deal.ai's discretion.
3. Special Terms for Art Marketplace.
3.1. Limited License to Artworks. We may make available for purchase on the Art Marketplace certain content. Any such content duly purchased by you under these Terms, as confirmed in a receipt or other documentation provided by deal.ai, is a "Licensed Artwork". Subject to your complete and ongoing compliance with these Terms and any other policies or restrictions we make available to you regarding the Art Marketplace or the Licensed Artworks, and unless we expressly authorize in writing any expanded usage rights, deal.ai grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use, reproduce, publicly display, and publicly perform the Licensed Artworks.
3.2. License Limitations. You hereby acknowledge and agree that any Licensed Artworks may be produced using generative AI technologies and that deal.ai may not obtain or possess the intellectual property rights in and to the Licensed Artworks. The license granted in Section 3.1 is applicable solely to the extent deal.ai obtains the intellectual property rights in and to the applicable Licensed Artwork(s).
4. Privacy and Security.
4.1. Data Processing Agreements. To the extent applicable, each party will comply with its obligations as set forth in the below GDPR Data Processing Addendum and U.S. Privacy Law Addendum (the "Privacy Addenda"), respectively, which are incorporated herein by reference.
4.2. Security. We have established and will maintain, for as long as we Process your User Content, commercially reasonable information security measures designed to protect User Content, including as set forth in the below Data Security Requirements, which are incorporated herein by reference ("Data Security Requirements"). As used herein, "Process" means, with respect to any data or set of data, any operation or set of operations performed thereon, whether or not by automated means, including access, adaptation, alignment, alteration, collection, combination, compilation, consultation, creation, derivation, destruction, disclosure, disposal, dissemination, erasure, interception, maintenance, making available, organization, recording, restriction, retention, retrieval, storage, structuring, transmission, and use, and security measures with respect thereto.
5. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If an individual is agreeing to these Terms on behalf of an entity, organization, or company (an "Organization"), (a) the individual accepting these Terms on behalf of the Organization represents and warrants that they have authority to bind the Organization to these Terms; (b) the Organization agrees to be bound by these Terms; and (c) the terms "you", "your", or similar refer to the Organization. Otherwise, the terms "you", "your", or similar refer to the individual.
6. Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us will be accurate and up-to-date.
us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@deal.ai.
7. General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.
7.1. Price. deal.ai reserves the right to determine pricing for the Service. deal.ai will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. deal.ai may change the fees for any feature of the Service, including additional fees or charges, if deal.ai gives you advance notice of changes before they apply. deal.ai, at its sole discretion, may make promotional offers with different features and different pricing to any of deal.ai's customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
7.2. Authorization. You authorize deal.ai to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by deal.ai, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then deal.ai may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
7.3. Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). The "Subscription Billing Date" is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the "Initial Subscription Period"), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a "Subscription Period") unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize deal.ai or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the "Subscription Fee", please see our website and any other materials we make available regarding subscriptions. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service at least 24 hours before it renews in order to avoid billing of the next periodic Subscription Fee to your account. deal.ai or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service through your account settings. YOUR CANCELLATION MUST BE RECEIVED AT LEAST 24 HOURS BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.
7.4. Delinquent Accounts. deal.ai may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then deal.ai reserves the right to delete your account and any information or User Content (defined below) associated with your account without any liability to you.
8. Licenses
8.1. Limited License. Subject to your complete and ongoing compliance with these Terms, deal.ai grants you, solely for your internal business use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service in accordance with any tutorials, training materials, and documentation we make available to you regarding usage of the Service (collectively, "Documentation"); provided that you may allow End Users to access and use the White-Label Service in accordance with these Terms and the Documentation.
8.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
8.3. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant deal.ai a non-exclusive, perpetual, irrevocable, transferable, royalty-free, fully paid and worldwide right and license, with the right to grant and authorize sublicenses, to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
9. Ownership; Proprietary Rights. The Service is owned and operated by deal.ai. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, Documentation (as defined below) and all other elements of the Service provided by deal.ai, but excluding User-Owned Output (as defined below) ("Materials"), are protected by intellectual property and other laws. All Materials included in the Service are the property of deal.ai or its third-party licensors. Except as expressly authorized by deal.ai, you may not make use of the Materials. There are no implied licenses in these Terms and deal.ai reserves all rights to the Materials not granted expressly in these Terms.
10. Third-Party Terms
10.1. Third-Party Services and Linked Websites. deal.ai may provide tools through the Service that enable you to export information, including User Content, to third-party services. By using one of these tools, you hereby authorize deal.ai to transfer that information to the applicable third-party service. You acknowledge that the Service, by its nature, may send Input (as defined below) to third-party services, including OpenAI and other AI service providers, and that such third parties may process your Input as provided in the terms and policies applicable to such third-party services. Third-party services are not under deal.ai's control, and, to the fullest extent permitted by law, deal.ai is not responsible for any third-party service's use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under deal.ai's control, and deal.ai is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, deal.ai will have no control over the information that has been shared.
10.2. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
11. User Content
11.1. User Content Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit ("Submit") content or material to the Service, including photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works ("User Content"). You retain any copyright and other proprietary rights that you may hold in the User Content that you Submit to the Service, subject to the licenses granted in these Terms. User Content you Submit to the Service to create AI-generated outputs is referred to as "Input."
11.2. Limited License Grant to deal.ai. By Submitting User Content to or via the Service, you grant deal.ai a non-exclusive, perpetual, irrevocable, transferable, royalty-free, fully paid and worldwide right and license, with the right to grant and authorize sublicenses, to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed, including for the purpose of providing, developing, and improving the Service and all of its underlying technologies. You agree to pay all monies owing to any person or entity resulting from Submitting your User Content and from deal.ai's exercise of the license set forth in this Section.
11.3. You Must Have Rights to the Content You Submit; User Content Representations and Warranties. You must not Submit User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. deal.ai disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:
(a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize deal.ai and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by deal.ai, the Service, and these Terms;
(b) your User Content, and the Submitting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause deal.ai to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
(c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
11.4. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Submit and will not be in any way responsible or liable for User Content. deal.ai may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against deal.ai with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, deal.ai does not permit infringing activities on the Service.
11.5. Monitoring Content. deal.ai does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that deal.ai reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time deal.ai chooses to monitor the content, then deal.ai still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used as deal.ai deems appropriate, in its sole discretion. deal.ai may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Submitted such User Content to the Service or to any other users of the Service.
11.6. Input and Output.
(a) The Service may provide AI-generated outputs produced from Input (such AI-generated outputs, "Output"). The Service may also permit you to create Output that comprises text, images, video, audio, or documents that the Service permits you or your End Users to download by clicking a "download" button ("User-Owned Output"). You are solely responsible for verifying the accuracy, usefulness, appropriateness, and relevance of any Output.
(b) As between the parties, deal.ai retains ownership of all Output other than User-Owned Output ("Deal-Owned Output"). To the extent you obtain any right, title, or interest in or to any Deal-Owned Output, you hereby assign and agree to assign all such right, title, and interest to deal.ai.
(c) Subject to your compliance with these Terms and solely while you maintain an active subscription to the Service, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use any Deal-Owned Output generated using your Input, solely as permitted under these Terms and as set forth in any Documentation.
11.7. User-Owned Output. To the extent deal.ai obtains any right, title, or interest in or to any User-Owned Output, deal.ai hereby assigns all such right, title, and interest to you. You hereby grant deal.ai a non-exclusive, perpetual, irrevocable, transferable, royalty-free, fully paid and worldwide right and license, with the right to grant and authorize sublicenses, to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User-Owned Output, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed.
11.8. Domains. The Service may allow you to register certain domain names for the hosting of your own content ("User Domains"). You acknowledge and agree that registration or use of a User Domain does not create any proprietary right for you or any other person in or to such User Domain, and that registration of any User Domain or entry of a domain name in our registry shall not be construed as evidence or ownership of the User Domain. You shall not in any way license, transfer, purport to transfer a proprietary right in, grant a security interest to, or otherwise encumber or purport to encumber any User Domain. User Domains are Materials as defined hereunder, and deal.ai retains all rights of ownership in and to User Domains. If, after your registration of a User Domain, you remain a subscriber to the Service in good standing for 24 consecutive months or longer, you may transfer the User Domain to an alternate host using the mechanism(s) we make available to you through the Service.
12. Communications
12.1. Text Messaging & Phone Calls. You agree that deal.ai and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide us. These calls and messages may include operational calls or messages about your use of the Service, as well as marketing calls or messages. Calls and text messages may be made or sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING CALLS AND TEXT MESSAGES FROM DEAL.AI, YOU CAN EMAIL SUPPORT@DEAL.AI OR TEXT THE WORD "STOP" TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL CALLS AND TEXT MESSAGES FROM DEAL.AI, YOU CAN EMAIL SUPPORT@DEAL.AI OR TEXT THE WORD "STOPALL" TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing calls and texts is not a condition of any purchase on or use of the Service.
12.2. Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device's "settings" page.
12.3. Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
12.4. GotGame.ai SMS Campaign. The GotGame.ai SMS campaign notifies users of when our live game is about to start on our website.
(a) Campaign Subscription. You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.
(b) Campaign Help. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at support@deal.ai.
(c) Message Delivery. Carriers are not liable for delayed or undelivered messages.
(d) Data Rates. As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive weekly or sometimes daily messages. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
(e) Message Frequency. Message frequency varies.
13. Prohibited Conduct. By using the Service, you agree not to use the Service as (or to provide) any investment, legal, medical, or other professional advice, or for any harmful, abusive, or illegal activity, including that you may not:
13.1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
13.2. harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;
13.3. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
13.4. access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by deal.ai;
13.5. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
13.6. interfere with the operation of the Service or any user's enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
13.7. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
13.8. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 9 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials;
13.9. submit Input that (i) contains personal data or sensitive health information, (ii) causes deal.ai to violate any law or regulation, or (iii) violates any applicable third-party agreements or policies, including OpenAI's usage policies and Anthropic's Acceptable Use Policy; or
13.10. attempt to do any of the acts described in this Section 13 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 13 (Prohibited Conduct).
14. Intellectual Property Rights Protection
14.1. Respect of Third-Party Rights. deal.ai respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.
14.2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:
Deal.ai Inc.
Attn: Legal Department (IP Notification)
2222 Ponce de Leon Blvd, Miami, FL 33134
Email: ip-infringement@deal.ai
14.3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written "Notification of Claimed Infringement" to the Designated Agent identified above containing the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Service;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner's behalf.
Your Notification of Claimed Infringement may be shared by deal.ai with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to deal.ai making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
14.4. Repeat Infringers. deal.ai's policy is to: (a) remove or disable access to material that deal.ai believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people's copyright or other intellectual property rights. deal.ai will terminate the accounts of users that deal.ai determines to be repeat infringers. deal.ai reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
14.5. Counter Notification. If you receive a notification from deal.ai that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide deal.ai with what is called a "Counter Notification". To be effective, a Counter Notification must be in writing, provided to deal.ai's Designated Agent through one of the methods identified in Section 14.2 (DMCA Notification), and include substantially the following information:
(a) your physical or electronic signature;
(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which deal.ai may be found, and that you will accept service of process from the person who provided notification under Section 14.2 (DMCA Notification) above or an agent of that person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party's obligations to provide a valid counter notification under the Copyright Act.
14.6. Resubmitting of Content Subject to a Counter Notification. If you submit a Counter Notification to deal.ai in response to a Notification of Claimed Infringement, then deal.ai will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that deal.ai will replace the removed User Content or cease disabling access to it in 10 business days, and deal.ai will replace the removed User Content and cease disabling access to it not less than 10 business days after the date of deal.ai's receipt of the Counter Notification. deal.ai may, however, extend the period of time for resubmitting content to not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless deal.ai's Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on deal.ai's system or network.
14.7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: "[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [deal.ai] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it." deal.ai reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
15. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 15 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
16. Term, Termination, and Modification of the Service
16.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 16.2 (Termination).
16.2. Termination. If you violate any provision of these Terms, then your (and your End Users', if any) authorization to access the Service and these Terms automatically terminate. In addition, deal.ai may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time through your account settings or by contacting customer service at support@deal.ai.
16.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay deal.ai any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 7 (General Payment Terms), 8.3 (Feedback), 9 (Ownership; Proprietary Rights), 11.2 (Limited License Grant to deal.ai), 11.6(d), 11.7 (second sentence only), 11.8 (Domains), 16.3 (Effect of Termination), 17 (Indemnity), 18 (Disclaimers; No Warranties by deal.ai), 19 (Limitation of Liability), 20 (Dispute Resolution and Arbitration), and 21 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Submit to the Service since upon termination of your account, you may lose access rights to any User Content you Submitted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
16.4. Modification of the Service. deal.ai reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. deal.ai will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Submit to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Submitted to the Service.
17. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify deal.ai, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "deal.ai Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party, including any End User. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
18. Disclaimers; No Warranties by deal.ai
18.1. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. DEAL.AI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. DEAL.AI DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DEAL.AI DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
18.2. NO ADVICE OR INFORMATION (INCLUDING ANY OUTPUT), WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR DEAL.AI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE DEAL.AI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR OR ANY THIRD PARTY'S PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT, AND THAT YOU SHALL MAKE NO REPRESENTATION OR WARRANTY TO ANY OTHER PARTY REGARDING DEAL.AI, THE SERVICE OR ANY OUTPUT.
18.3. ANY USE OF OUTPUT IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOURCE OF TECHNICAL ADVICE, FACTUAL INFORMATION, OR A SUBSTITUTE FOR ANY KIND OF PROFESSIONAL ADVICE. THE SERVICE AND OUTPUT DO NOT CONSTITUTE INVESTMENT, MEDICAL, LEGAL, OR ANY KIND OF PROFESSIONAL ADVICE, AND NO INFORMATION AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING DEAL.AI OR THE SERVICE. YOU ACCEPT AND AGREE THAT PORTIONS OF THE SERVICE RELY ON MACHINE LEARNING, WHICH, BY NATURE, PRODUCES OUTPUTS THAT ARE BASED ON PROBABILISTIC REASONING AND THEREFORE MAY NOT BE ACCURATE, COMPLETE, RELEVANT, USEFUL, UNIQUE OR ERROR FREE.
18.4. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 18 (DISCLAIMERS; NO WARRANTIES BY DEAL.AI) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. deal.ai does not disclaim any warranty or other right that deal.ai is prohibited from disclaiming under applicable law.
19. Limitation of Liability
19.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE DEAL.AI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY DEAL.AI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
19.2. EXCEPT AS PROVIDED IN SECTIONS 20.5 (COMMENCING ARBITRATION) AND 20.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE DEAL.AI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO DEAL.AI FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US$100.
19.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 19 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20. Dispute Resolution and Arbitration
20.1. Generally. Except as described in Section 20.2 (Exceptions) and 20.3 (Opt-Out), you and deal.ai agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DEAL.AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
20.2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
20.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 20 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Deal.ai Inc., Attention: Legal Department – Arbitration Opt-Out, 1065 SW 8th St PMB 5360 Miami, FL 33130 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once deal.ai receives your Opt-Out Notice, this Section 20 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 21.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
20.4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting deal.ai.
20.5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). deal.ai's address for Notice is: Deal.ai Inc., 1065 SW 8th St PMB 5360 Miami, FL 33130. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or deal.ai may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, deal.ai will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if deal.ai has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
20.6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or deal.ai must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
20.7. Arbitration Relief. Except as provided in Section 20.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by deal.ai before an arbitrator was selected, deal.ai will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
20.8. No Class Actions. YOU AND DEAL.AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and deal.ai agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
20.9. Modifications to this Arbitration Provision. If deal.ai makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to deal.ai's address for Notice of Arbitration, in which case your account with deal.ai will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
20.10. Enforceability. If Section 20.8 (No Class Actions) or the entirety of this Section 20 (Dispute Resolution and Arbitration) is found to be unenforceable, or if deal.ai receives an Opt-Out Notice from you, then the entirety of this Section 20 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 21.2 (Governing Law) will govern any action arising out of or related to these Terms.
21. Miscellaneous
21.1. General Terms. These Terms, including the Privacy Addenda, Data Security Requirements, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and deal.ai regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word "including" means "including but not limited to." If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
21.2. Governing Law. These Terms are governed by the laws of the State of Florida without regard to conflict of law principles. You and deal.ai submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Miami-Dade County, Florida, for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
21.3. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
21.4. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
21.5. Contact Information. The Service is offered by Deal.ai Inc., located at 2222 Ponce de Leon Blvd, Miami, FL 33134. You may contact us by sending correspondence to that address or by emailing us at support@deal.ai.
21.6. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
21.7. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
21.8. International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
GDPR Data Processing Addendum
Pursuant to the Terms, the Parties hereby adopt this GDPR Data Processing Addendum ("DPA") for so long as deal.ai Processes User Personal Data on your behalf pursuant to the Terms. In the event of a conflict between this DPA and the Terms with respect to the subject matter of this DPA, the provisions of this DPA will control to the extent of such conflict.
Definitions. Capitalized terms used in this DPA and not otherwise defined in this DPA will have the meaning given to them in the Terms. As used in this DPA:
1. "Controller," "Data Subject," "Personal Data," "Personal Data Breach," "Processor," and "Supervisory Authority" have the meaning given to them by the GDPR;
2. "Customer" or "you" means the party to the Terms receiving the Services from deal.ai as set forth in and pursuant to the Terms (also referred to in the Terms as "you").
3. "Data Protection Law" means the General Data Protection Regulation (EU) 2016/679 ("GDPR"), and the e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC), their national implementations in the European Economic Area ("EEA"), and all other data protection laws of the EEA including laws of the European Union ("EU"), the data protection laws of the United Kingdom ("UK") and Switzerland, each as applicable, and as may be amended or replaced from time to time;
4. "Data Subject Rights" means all rights granted to Data Subjects by Data Protection Law, including the right to information, access, rectification, erasure, restriction, portability, objection, the right to withdraw consent, and the right not to be subject to automated individual decision-making;
5. "International Data Transfer" means any disclosure of User Personal Data by an organization subject to Data Protection Law to another organization located outside the EEA, the UK, or Switzerland;
6. "Personnel" means any natural person acting under the authority of deal.ai;
7. "Sensitive Data" means any type of User Personal Data that is designated as a sensitive or special category of Personal Data, or otherwise subject to additional restrictions under Data Protection Law or other laws to which the Controller is subject;
8. "Subprocessor" means a Processor engaged by deal.ai to conduct Processing of User Personal Data on behalf of deal.ai;
9. "SCCs" means the clauses annexed to the EU Commission Implementing Decision 2021/914 of June 4, 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (OJ L 199, 7.6.2021, p. 31-61), as amended or replaced from time to time;
10. "Third-Party Controller" means a Controller for which you are a Processor;
11. "UK Addendum" means the addendum to the SCCs issued by the UK Information Commissioner under Section 119A(1) of the UK Data Protection Act 2018 (version B1.0, in force March 21, 2022); and
12. "User Personal Data" means User Content that Constitutes Personal Data subject to Data Protection Law, for which you or Third-Party Controller are the Controller and which is Processed by deal.ai to provide the Service to you.
2. Scope and Applicability.
2.1. This DPA applies to Processing of User Personal Data by deal.ai to provide the Service to you.
2.2. The subject matter, nature, and purpose of the Processing, the types of User Personal Data and categories of Data Subjects are set out in Annex I, the Terms, and any applicable Service Order or statement of work.
2.3. You are a Controller and appoint deal.ai as a Processor on your behalf. You are responsible for compliance with the requirements of Data Protection Law applicable to Controllers.
2.4. To the extent you are a Processor on behalf of a Third-Party Controller, you engage deal.ai as a Subprocessor to Process User Personal Data on behalf of that Third-Party Controller. When you are acting on behalf of Third-Party Controller(s), then you are the single point of contact for deal.ai; must obtain all necessary authorizations from such Third-Party Controller(s); undertake to issue all instructions and exercise all rights on behalf of such Third-Party Controller(s); and are responsible for compliance with the requirements of Data Protection Law applicable to Processors.
2.5. You acknowledge that deal.ai may Process User Personal Data relating to the operation, support, or use of the Service for its own business purposes, such as billing, account management, data analysis, benchmarking, technical support, and product development. deal.ai is the Controller for such Processing and will Process such data in accordance with Data Protection Law.
3. Instructions.
3.1. deal.ai will Process User Personal Data to provide the Service and in accordance with your documented instructions.
3.2. deal.ai's instructions are documented in this DPA, the Terms, and any applicable statement of work.
3.3. You may reasonably issue additional instructions as necessary to comply with Data Protection Law. deal.ai may charge a reasonable fee to comply with any additional instructions.
3.4. Unless prohibited by applicable law, deal.ai will inform you if deal.ai is subject to a legal obligation that requires deal.ai to Process User Personal Data in contravention of your documented instructions.
4. Personnel.
4.1. deal.ai will take steps to ensure that all Personnel authorized by deal.ai to Process User Personal Data are subject to an obligation of confidentiality.
5. Security and Personal Data Breaches.
5.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, deal.ai will implement appropriate technical and organizational security measures as set forth in Annex II.
5.2. deal.ai will notify you without undue delay after becoming aware of a Personal Data Breach involving User Personal Data. If deal.ai's notification is delayed, it will be accompanied by reasons for the delay.
6. Subprocessing.
6.1. You hereby authorize deal.ai to engage Subprocessors. A list of deal.ai's current Subprocessors is included in Annex III.
6.2. deal.ai will enter into a written agreement with Subprocessors which imposes materially the same obligations as required by applicable Data Protection Law.
6.3. deal.ai will inform you prior to any intended change to Subprocessors. You may object to the addition of a Subprocessor based on reasonable grounds relating to a potential or actual violation of Data Protection Law by providing written notice detailing the grounds of such objection within thirty (30) days following deal.ai's notification of the intended change. You and deal.ai will work together in good faith to address your objection. If deal.ai chooses to retain the Subprocessor, deal.ai will inform you at least thirty (30) days before authorizing the Subprocessor to Process User Personal Data, and you may immediately discontinue using the relevant parts of the Service and may terminate the relevant parts of the Service within thirty (30) days.
7. Assistance.
7.1. Taking into account the nature of the Processing and the information available to deal.ai, deal.ai will assist you, including, as appropriate, by implementing technical and organizational measures, with the fulfilment of your own obligations under Data Protection Law designed to: (i) comply with requests to exercise Data Subject Rights; (ii) conduct data protection impact assessments, (iii) engage in prior consultations with Supervisory Authorities; and (iv) to notify a Personal Data Breach.
7.2. deal.ai may charge you a reasonable fee for assistance under this Section 7.
8. Audit.
8.1. deal.ai must make available to you information in deal.ai's possession reasonably necessary to demonstrate deal.ai's compliance with its obligations under this DPA and allow for and contribute to audits, including inspections, to the extent required by a Supervisory Authority or reasonably requested by you and performed by an independent auditor only if and to the extent agreed upon by you and deal.ai.
8.2. deal.ai will inform you if deal.ai believes that your requested audit or inspection or your instruction under Section 8.1 infringes Data Protection Law. deal.ai may suspend the audit or inspection or withhold requested information until deal.ai has modified or confirmed the lawfulness of the instructions in writing.
8.3. Except where otherwise required by applicable Data Protection Laws, as between you and deal.ai, you will bear all reasonable costs and expenses related to an audit or inspection pursuant to this Section 8.
9. International Data Transfers.
9.1. You hereby authorize deal.ai to perform International Data Transfers:
a) To any country subject to a valid adequacy decision of the European Commission or the competent authorities, as appropriate;
b) To the extent authorized by Supervisory Authorities on the basis of an organization's binding corporate rules;
c) on the basis of adequate safeguards in accordance with Data Protection Law; and
d) to any data importer with whom deal.ai has entered into SCCs and the UK Addendum referred to in Sections 9.2 and 9.3.
9.2. By signing this DPA, you and deal.ai hereby agree to conclude the provisions of module two (Controller to Processor) and, to the extent you are a Processor on behalf of a Third-Party Controller, module three (Processor to Subprocessor) of the SCCs, which are hereby incorporated into this DPA and completed as follows: the "data exporter" is you; the "data importer" is deal.ai; the optional docking clause in Clause 7 is implemented; Clause 9(a) option 2 is implemented; the time period therein is specified as thirty (30) days; the optional redress clause in Clause 11(a) is struck; the competent Supervisory Authority in Clause 13(a) is the Supervisory Authority indicated in Annex I.C; Clause 17 option 1 is implemented and the governing law is the law of Ireland; the courts in Clause 18(b) are the Courts of Dublin, Ireland; Annexes I and II to the SCCs are Annexes I and II to this DPA respectively.
9.3. By signing this DPA, you and deal.ai conclude the UK Addendum, which is hereby incorporated and applies to International Data Transfers outside the UK. Part 1 of the UK Addendum is completed as follows: (i) in Table 1, the "Exporter" is you and the "Importer" is deal.ai, their details are set forth in this DPA, and the Terms; (ii) in Table 2, the first option is selected and the "Approved EU SCCs" are the SCCs referred to in Section 9.2 of this DPA; (iii) in Table 3, Annexes 1 (A and B) and II to the "Approved EU SCCs" are Annex I and II respectively; and (iv) in Table 4, both the "Importer" and the "Exporter" can terminate the UK Addendum.
9.4. If deal.ai's compliance with Data Protection Law applicable to International Data Transfers is affected by circumstances outside of deal.ai's control, including if a legal instrument for International Data Transfers is invalidated, amended, or replaced, then you and deal.ai will work together in good faith to reasonably resolve such non-compliance. In the event that additional, replacement or alternative standard contractual clauses or UK standard contractual clauses are approved by Supervisory Authorities, deal.ai reserves the right to amend the Terms and this DPA by adding to or replacing, the standard contractual clauses or UK standard contractual clauses that form part of it at the date of signature in order to ensure continued compliance with Data Protection Law.
10. Notifications.
10.1. You will send all notifications, requests, and instructions under this DPA to deal.ai via email to legal@deal.ai.
10.2. deal.ai will send all notifications under this DPA to your contact at the email set forth in the applicable order form or in Customer's account for the Services.
11. Liability.
11.1. To the extent permitted by applicable law, where deal.ai has paid compensation, damages, or fines, deal.ai is entitled to claim back from you that part of the compensation, damages, or fines to the extent such compensation, damages, or fines are attributable to your acts or omissions.
12. Termination and Return or Deletion.
12.1. You may request return of User Personal Data up to thirty (30) days after termination of the Terms. Unless required or permitted by applicable law, deal.ai will delete all remaining copies of User Personal Data within thirty (30) days after returning User Personal Data to you. deal.ai support will notify you prior to deletion.
13. Invalidity and Severability.
13.1. If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision will not affect any other provision of this DPA, and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.
ANNEX I
DESCRIPTION OF THE TRANSFER
A. LIST OF PARTIES
Data exporter:
Name: Customer, as defined in the applicable order form or in Customer's account for the Services.
Address: As set forth in the applicable order form or in Customer's account for the Services.
Contact person's name, position, and contact details: As set forth in the applicable order form or in Customer's account for the Services.
Activities relevant to the data transferred under these Clauses: Receiving the Services as described in the Terms.
Signature and date: By using the Services to transfer Customer Personal Data to deal.ai, the data exporter will be deemed to have signed this Annex I.
Role: Controller or Processor on behalf of Third-Party Controller
Data importer:
Name: deal.ai, Inc.
Address: 2222 Ponce de Leon Blvd, Miami, FL 33134
Contact person's name, position, and contact details: Legal Department
Activities relevant to the data transferred under these Clauses: Providing the Service as described in the Terms
Signature and date: By receiving Customer Personal Data from Customer pursuant to the Terms, the data importer will be deemed to have signed this Annex I.
Role (controller/processor): Processor on behalf of data exporter or Subprocessor on behalf of Third-Party Controller
B. DESCRIPTION OF INTERNATIONAL DATA TRANSFER
• Categories of Data Subjects whose User Personal Data is transferred: End-Users
#Category of Data SubjectsEnd-UsersEnd-Users' customers or users, as applicableOther individuals whose personal data is provided to deal.ai by an End User
• Categories of User Personal Data transferred:
#Category of Personal DataName and contact informationIP addressBilling addressOther CRM data as provided by an End User
• The following categories of Sensitive Data are transferred:
#Category of Sensitive DataApplied restrictions or safeguardsNoneN/A.
• The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis): The data is transferred on a continuous basis.
• Nature of the Processing: The Processing concerns the provision of Service as set out in the Terms.
• Purpose(s) of the data transfer and further Processing: To provide the Service as described in the Terms.
• The period for which User Personal Data will be retained, or, if that is not possible, the criteria used to determine that period: Personal Data will be retained for as long as necessary taking into account the purpose of the Processing, and in compliance with applicable laws, including laws on the statute of limitations and Data Protection Law.
• For transfers to (Sub)Processors, also specify subject matter, nature, and duration of the Processing: For the subject matter and nature of the Processing, reference is made to the Terms and this DPA. The Processing will take place for the duration of the Terms.
C. COMPETENT SUPERVISORY AUTHORITY
• The competent authority for the Processing of User Personal Data relating to Data Subjects located in the EEA is the Supervisory Authority a) of your country of establishment, or, where not applicable, b) of the country where your EU data protection representative is located, or, where not applicable, c) of one of the EEA countries where the Data Subjects are located.
• The competent authority for the Processing of User Personal Data relating to Data Subjects located in the UK is the UK Information Commissioner.
• The competent authority for the Processing of User Personal Data relating to Data Subjects located in Switzerland is the Swiss Federal Data Protection and Information Commissioner.
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
deal.ai will implement commercially reasonable security measures to protect User Personal Data in its possession or control, including but not limited to the security measures outlined in the Data Security Requirements.
The measures in the Data Security Requirements apply to all transfers of User Personal Data described in this DPA. Where deal.ai acts as (sub-) processor, the specific technical and organizational measures taken by deal.ai to provide assistance to you, or the Third-Party Controller are described in Section 7 of this DPA.
ANNEX III
LIST OF SUBPROCESSORS
The table below contains a list of deal.ai's current Subprocessors, pursuant to the general authorization provided by you in Section 6.1.
#Name and addressDescription of Processing (including a clear delimitation of responsibilities in case several Subprocessors are authorized)StripePayment processingGoHighLevelCRM platformClickfunnelssales funnelAmazon Web Servicescloud computing platformHerokucloud platformVercelcloud platform optimized for frontend developmentTwiliocloud communications platform offering APIsSendgridcloud-based email delivery serviceMongoDBNoSQL database platformDNSimpledomain management, DNS hostingMetaAdvertisingGoogleAdvertisingTikTokAdvertisingMailgunCloud-based email delivery service
U.S. Privacy Law Data Processing Addendum
deal.ai and you (each a "Party" collectively, the "Parties") hereby adopt this U.S. Privacy Law Data Processing Addendum ("U.S. DPA") for so long as deal.ai processes User Personal Information on your behalf pursuant to the Terms. In the event of a conflict between this U.S. DPA and the Terms with respect to the subject matter of this U.S. DPA, this U.S. DPA will prevail to the extent of such conflict.
1. Definitions. Capitalized terms used in this U.S. DPA and not defined herein will have the meanings given to them by the Terms. For the purposes of this U.S. DPA–
1. "CCPA" means the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020.
2. "Consumer" means a natural person. Where applicable, Consumer shall be interpreted consistent with the same or similar term under the U.S. Privacy Laws.
3. "Controller" means a person or entity that collects individuals' Personal Data and alone, or jointly with others, determines the purposes and means of the Processing of such Personal Data. Where applicable, Controller shall be interpreted consistent with the same or similar term under the U.S. Privacy Laws.
4. "User Personal Information" means User Content that Constitutes Personal Information subject to U.S. Privacy Laws.
5. "Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable natural person. Where applicable, Personal Information shall be interpreted consistent with the same or similar term under U.S. Privacy Laws.
6. "Processor" means "Processor," "Service Provider," or "Contractor" as those terms are defined in U.S. Privacy Laws.
7. "Sale" and "Selling" have the meaning defined in the U.S. Privacy Laws.
8. "Share," "Shared," and "Sharing" have the meaning defined in the CCPA.
9. "U.S. Privacy Laws" means, collectively, all U.S. federal and state privacy laws and their implementing regulations, as amended or superseded from time to time, that apply generally to the processing of individuals' Personal Information and that do not apply solely to specific industry sectors (e.g., financial institutions), specific demographics (e.g., children), or specific classes of information (e.g., health or biometric information), in each case where applicable to the Processing of User Personal Information by deal.ai pursuant to the Terms. U.S. Privacy Laws may include, but are not limited to, the CCPA. In the event of a conflict in the meanings of defined terms in U.S. Privacy Laws, the meaning from the law applicable to the state of residence of the relevant Consumer applies.
10. "you" means the party to the Terms receiving the Services from deal.ai as set forth in and pursuant to the Terms (also referred to in the Terms as "you").
2. Scope, Roles, and Termination.
1. Applicability - This U.S. DPA applies only to deal.ai's Processing of User Personal Information for the nature, purposes, and duration set forth in Appendix A.
2. Roles of the Parties - For the purposes of the Terms and this U.S. DPA, you are the Party responsible for determining the purposes and means of Processing User Personal Information as the Controller and appoints deal.ai as a Processor to Process User Personal Information on your behalf for the limited and specific purposes set forth in Appendix A.
3. Obligations at Termination - Upon termination of the Terms, except as set forth therein or herein, deal.ai will discontinue Processing and destroy or return User Personal Information in its or its subcontractors' and sub-processors' possession without undue delay. deal.ai may retain User Personal Information to the extent required by law and only to the extent and for such period as required by such law and always provided that deal.ai shall take steps to ensure the confidentiality of all such User Personal Information.
3. Compliance.
1. Compliance with Obligations – deal.ai will take steps to ensure that its employees, agents, subcontractors, and sub-processors: (a) comply with applicable obligations of U.S. Privacy Laws, (b) provide the level of privacy protection for User Personal Information required by applicable U.S. Privacy Laws, and (c) provide you with reasonable assistance to enable you to fulfill your own obligations under applicable U.S. Privacy Laws. Upon your reasonable request, deal.ai shall make available to you information in deal.ai's possession necessary to demonstrate deal.ai's compliance with this subsection.
2. Compliance Assurance – You have the right to take reasonable and appropriate steps to ensure that deal.ai uses User Personal Information consistent with your obligations under applicable U.S. Privacy Laws.
3. Compliance Monitoring - No more than once per calendar year, deal.ai will provide to you, upon your written request, information and documentation in deal.ai's possession and control necessary to demonstrate deal.ai's compliance with its obligations under this U.S. DPA.
4. Compliance Remediation – deal.ai shall notify you if it determines that it can no longer meet its obligations under applicable U.S. Privacy Laws. Upon receiving notice from deal.ai in accordance with this subsection, you may direct deal.ai to take reasonable and appropriate steps to stop and remediate unauthorized use of User Personal Information.
5. Security - The Parties shall implement and maintain no less than commercially reasonable security procedures and practices, appropriate to the nature of the information, designed to protect User Personal Information from unauthorized access, destruction, use, modification, or disclosure, which will include, at a minimum, those set forth in the Data Security Requirements.
4. Restrictions on Processing.
1. Limitations on Processing - deal.ai will Process User Personal Information as instructed in the Terms. Except as expressly permitted by U.S. Privacy Laws, deal.ai is prohibited from (i) Selling or Sharing User Personal Information, (ii) retaining, using, or disclosing User Personal Information for any purpose other than for the specific purpose of performing the services specified in Appendix A, (iii) retaining, using, or disclosing User Personal Information outside of the direct business relationship between the Parties, and (iv) combining User Personal Information with Personal Data obtained from, or on behalf of, sources other than you, except as expressly permitted under applicable U.S. Privacy Laws.
2. Confidentiality - deal.ai shall take steps to ensure that its employees, agents, subcontractors, and sub-processors are subject to a duty of confidentiality with respect to User Personal Information.
3. Subcontractors: Sub-processors –deal.ai shall notify you of any intended changes concerning the addition or replacement of subcontractors or sub-processors. Further, deal.ai shall take steps to ensure that deal.ai's subcontractors or sub-processors who Process User Personal Information on deal.ai's behalf agree in writing to the same or materially equivalent restrictions and requirements that apply to deal.ai in this U.S. DPA and the Terms with respect to User Personal Information, as well as to comply with U.S. Privacy Laws.
4. Right to Object – You may object in writing to deal.ai's appointment of a new subcontractor or sub-processor on reasonable grounds by notifying deal.ai in writing within 30 calendar days of receipt of notice. In the event you object, the Parties shall discuss your concerns in good faith with a view to achieving a commercially reasonable resolution.
5. Consumer Rights.
1. deal.ai shall provide commercially reasonable assistance to you for the fulfillment of your obligations to respond to U.S. Privacy Law-related Consumer rights requests regarding User Personal Information.
2. Where applicable, you shall inform deal.ai of any Consumer request made pursuant to U.S. Privacy Laws with which deal.ai must comply with. You shall provide deal.ai with the information necessary for deal.ai to comply with the request.
3. deal.ai shall not be required to delete any User Personal Information to comply with a Consumer's request directed by you if retaining such information is specifically permitted by applicable U.S. Privacy Laws; provided, however, that in such case, deal.ai shall not use User Personal Information retained for any purpose other than provided for by that exception.
6. Exemptions.
1. Notwithstanding any provision to the contrary in the Terms or this U.S. DPA, the terms of this U.S. DPA shall not apply to deal.ai's Processing of User Personal Information that is exempt from applicable U.S. Privacy Laws.
7. Changes to Applicable Privacy Laws.
1. The Parties agree to cooperate in good faith to enter into additional terms to address any modifications, amendments, or updates to applicable statutes, regulations or other laws pertaining to privacy and information security, including, where applicable, U.S. Privacy Laws.
Appendix A - Processing Details
Nature of the ProcessingAs set forth in the TermsPurpose(s) of the ProcessingAs set forth in the TermsTypes of User Content Subject to ProcessingAs set forth in the TermsDuration of ProcessingAs set forth in the Terms
Data Security Requirements
1. Virtual access control
Technical and organizational measures designed to prevent data processing systems from being used by unauthorized persons, which may include:
□ User identification and authentication procedures;
□ ID/password security procedures (special characters, minimum length, change of password); and
□ Automatic blocking (e.g., password or timeout)
2. Separation control
Technical and organizational measures designed to ensure that User Content collected for different purposes can be Processed separately, which may include:
□ Segregation of functions (production/testing)