(Effective Date: 09/09/2024)

​

Thank you for visiting the Command Technologies website, or downloading our Application (“App”), owned and operated by Command Technologies, Inc. (collectively the “Site”) and offered to subscribers of Services (defined below) provided by Command Technologies, Inc. (“Company”).  All visitors to the Site are required to agree to be bound by the Site Use Terms below; subscribers to the Services are required to agree to be bound by the Service Terms and the Site Use Terms (collectively, the “Terms”).  You should not access the Site or use the Services until you have carefully read and agreed to these terms and conditions which govern your access to and use of the Site and the Services.

 

A.  ACCEPTANCE OF TERMS

By accessing the Site you agree to the Site Use Terms which govern your use of the Site.  If you do not agree to the Site Use Terms, you may not access or use the Site.  

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE THAT YOU HAVE READ AND AGREE TO ALL THE TERMS WHICH GOVERN YOUR USE OF THE SERVICES. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY INCLUDING A JOINT VENTURE TO WHICH YOU ARE A PARTY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND ANY QUOTE YOU ACCEPT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICES.

The Company’s privacy and security policies available at https://www.commandpost.ai/privacy are incorporated into and made a part of these Terms. For reference, a Definitions section is included at the end of these Terms.  Note that because the Service is a hosted, online application, Company occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.

​

B. SERVICES TERMS

If you register for use of the Services and, if applicable, accept a Quote, Company will provide you with access to and use of the Services, including a browser interface and data encryption, transmission, access, and storage subject to these Terms and any applicable Quote. The Services are intended for your internal business use and not for personal, family, or household purposes. Your registration for, or use of, the Services shall confirm your agreement to abide by these Terms and any Quote for the Services accepted by you, including any materials available on the Company’s website incorporated by reference herein, including but not limited to Company’s privacy and security policies.

 

1. License Grant & Restrictions

Company hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to these Terms and Quote, if applicable. Company hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the App for one registered account per User on one mobile device owned or leased solely by you or your authorized Users. All rights not expressly granted to you are reserved by the Company and its licensors.

You may not access the Service if you are a direct competitor of Company, except with Company’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. 

You shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (b) modify or make derivative works based upon the Service or the Content; (c) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (d) reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

The license granted and restrictions set forth are in addition to the license and restrictions in the Site Use Terms. Standard carrier data charges may apply to your use of the App. 

2. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (a) notify Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (b) report to Company immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (c) not impersonate another Company user or provide false identity information to gain access to or use the Service.

3. Account Information and Data

Company does not own any data, information, or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data.

Locking Customer Data

Locking Customer Data prevents further edits or deletion by the User who submitted it while still allowing comments and annotations by other authorized users. This feature can be activated to preserve the integrity of project data for historical or audit purposes. Once data is locked, only the account administrator may unlock the data for further editing. Locked data remains visible to all authorized project contributors.

Data Retention and Anonymization

Upon account termination, all Customer Data will be retained in an anonymous form for analytical, operational, and business purposes. Personally identifiable information will be stripped from the retained data to ensure compliance with data privacy regulations and to safeguard user privacy. This anonymized data will be used in aggregate for purposes such as improving the Service, analyzing usage trends, product development, and other business objectives.

Analyzing Anonymized Customer Data

Company reserves the right to retain, analyze, and use anonymized Customer Data, as well as any diagnostic or performance-related data arising from your use of the Service. This anonymized data may be used to improve the functionality of the Service, optimize performance, develop new products and features, and for other business purposes. Company may also share anonymized, aggregate data with third parties, including but not limited to business partners and advertisers, provided that such data does not contain any personally identifiable information or confidential business information.

Data Breach Notification

In the event of a data breach that compromises the security, confidentiality, or integrity of your personal or business data, Company will promptly notify you. The notification will be made within 72 hours of discovering the breach, or as required by applicable law, and will include details about the nature of the breach, the data affected, and steps taken to mitigate the breach. You will also receive recommendations on actions to protect your data and your rights under applicable data protection laws.

 

4. Third-Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between you and the applicable third-party.

Third-Party Licenses

Certain features of the Service, including geolocation services and map functionality, may rely on third-party software and services. By using these features, you agree to comply with the applicable terms of service for such third-party software and services. Company is not responsible for the performance or compliance of these third-party services, and your interactions with these third parties are governed by their respective terms and conditions.

 

5. Charges and Fees

Unless (a) you have subscribed for a free trial, or you have been invited to use the Service for a specific Project by a Subscriber, Company charges and collects fees for use of the Service. Fees for other services will be charged on an as-quoted basis. Company’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Company’s income.  All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered, whether or not such User licenses are actively used. Unless otherwise agreed by Company in a Quote you must provide Company with valid credit card and authorization to charge such card as a condition to signing up for the Service. 

Company reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail or by notice posted to your account on the Site. All pricing terms are confidential, and you agree not to disclose them to any third party.  

6. Billing and Payment

Your subscription to the Service will automatically renew for successive periods equal to the Initial Term unless canceled by you prior to the renewal date. Company will notify you via email or through your account dashboard at least 30 days before your renewal date, providing you with instructions on how to opt-out of automatic renewal. If you do not opt-out, your payment method on file will be charged for the renewal period.

Fees and charges for the Services are generally payable in advance and are due on or before the renewal date of your annual subscription.  You shall pay when due all fees or charges posted by Company to your account in accordance with the fees, charges, and billing terms set forth (a) in a Quote, if applicable, or (b) as posted and in effect at the time. Payments must be made via check or ACH, or by credit card for payments less than $5,000. Charges equal to or above $5,000 must be made via check or ACH debit.

Company will automatically charge your credit card for all fees for use of the Service, which can be paid by check. You agree to provide Company with complete and accurate billing and contact information including your legal company name, street address, e-mail address, and name, credit card number, and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information or credit card number you have provided is incorrect, false or fraudulent, Company reserves the right to terminate your access to the Service in addition to any other legal remedies.  If you believe your bill is incorrect, you must contact the Company in writing or by email within 15 days of the payment date containing the amount in question to be eligible to receive an adjustment or credit.

7. Non-Payment and Suspension

 In addition to any other rights granted to Company herein, Company reserves the right to suspend or terminate your access to the Service if your account becomes delinquent.  Company reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that the Company has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted.

8. Initial Term; Automatic Renewal; Termination

Your access to the Service commences on the Effective Date stated in a Quote or on the date on which you subscribe for the Service online. The Initial Term will be the period for which you are obligated to pay for the Service is equal to (a) the annual billing frequency, or (b) the term referenced in a Quote.  

At the end of the Initial Term your subscription for the Services will automatically renew for successive periods equal to the Initial Term (each a “Renewal Term”) until you give notice of termination to the Company or cancel online in Chargebee.  Billing will continue, commencing on the first day of the next subscription renewal after expiration of the Initial Term. 

Either party may terminate your right to use the Service at any time by notifying the other party in writing or by email thirty (30) days prior to the end of the current term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event your right to use the Service is terminated, you agree and acknowledge that the Company has no obligation to retain the Customer Data, and may delete such Customer Data. No user “hold” policy e.g. postpone service for a user during down times; service runs continually until terminated. No transferability of service plans between users.

 

9. iOS-Specific Terms

The following additional terms and conditions apply with respect to any App that Company provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

a. Acknowledgment: You acknowledge that these Terms are between you and Command Technologies, Inc., and not with Apple, Inc. ("Apple"). Your use of the iOS App must comply with Apple's then-current App Store Terms of Service, which are available at [https://www.apple.com/legal/internet-services/itunes/us/terms.html](https://www.apple.com/legal/internet-services/itunes/us/terms.html).

b. Scope of License: The license granted to you for the iOS App is limited to a non-transferable license to use the iOS App on any iPhone, iPad, or iPod Touch that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.

c. Maintenance and Support: Command Technologies, Inc., and not Apple, is solely responsible for providing maintenance and support services with respect to the iOS App, as specified in these Terms or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.

d. Warranty: To the extent not effectively disclaimed in these Terms, Command Technologies, Inc. is responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iOS App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App.

e. Product Claims: You acknowledge that Command Technologies, Inc., not Apple, is responsible for addressing any claims by you or any third party relating to the iOS App or your possession and/or use of the iOS App, including but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

f. Intellectual Property Rights: You acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringes that third party's intellectual property rights, Command Technologies, Inc., and not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

g. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

h. Third-Party Terms of Agreement: You agree to comply with any applicable third-party terms when using the iOS App (e.g., your wireless data service provider's terms).

i. Third-Party Beneficiary: You and Command Technologies, Inc. acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as related to your license of the iOS App, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the iOS App against you as a third-party beneficiary thereof.

 

10. Android-Specific Terms

The following additional terms and conditions apply with respect to any App provided to you by Command Technologies, Inc. that is designed for use on an Android-powered mobile device (an “Android App”):

a. Acknowledgment: You acknowledge that these Terms are between you and Command Technologies, Inc., and not with Google LLC ("Google"). Your use of the Android App must comply with Google's then-current Google Play Terms of Service, which are available at [https://play.google.com/about/play-terms.html](https://play.google.com/about/play-terms.html).

b. Scope of License: The license granted to you for the Android App is limited to a non-transferable license to use the Android App on any Android device that you own or control and as permitted by the Usage Rules set forth in the Google Play Terms of Service.

c. Maintenance and Support: Command Technologies, Inc., and not Google, is solely responsible for providing maintenance and support services with respect to the Android App, as specified in these Terms or as required under applicable law. You acknowledge that Google has no obligation whatsoever to furnish any maintenance and support services with respect to the Android App.

d. Warranty: To the extent not effectively disclaimed in these Terms, Command Technologies, Inc. is responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Android App to conform to any applicable warranty, you may notify Google, and Google will refund the purchase price for the Android App to you. To the maximum extent permitted by applicable law, Google will have no other warranty obligation whatsoever with respect to the Android App.

e. Product Claims: You acknowledge that Command Technologies, Inc., not Google, is responsible for addressing any claims by you or any third party relating to the Android App or your possession and/or use of the Android App, including but not limited to: (i) product liability claims; (ii) any claim that the Android App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

f. Intellectual Property Rights: You acknowledge that, in the event of any third-party claim that the Android App or your possession and use of the Android App infringes that third party's intellectual property rights, Command Technologies, Inc., and not Google, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

g. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

h. Third-Party Terms of Agreement: You agree to comply with any applicable third-party terms when using the Android App (e.g., your wireless data service provider's terms).

i. Third-Party Beneficiary: You and Command Technologies, Inc. acknowledge and agree that Google, and Google's subsidiaries, are third-party beneficiaries of these Terms as related to your license of the Android App, and that, upon your acceptance of the terms and conditions of these Terms, Google will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Android App against you as a third-party beneficiary thereof.

9. Termination for Breach

Any breach of your payment obligations or unauthorized use of the Company Technology or Service will be deemed a material breach of these Terms and Quote, if applicable. Company, in its sole discretion, may terminate your password, account or use of the Service if your breach or failure to comply with these terms and conditions and Quote, if applicable, is not cured within 30 days of email notice from Company. In addition, Company may terminate a free account at any time at its sole discretion. You agree and acknowledge that the Company has no obligation to retain Customer Data.

10. Representations & Warranties

You represent and warrant that you have the legal power and authority to enter into and be bound by these terms and conditions and Quote, if applicable, and to bind any entity on whose behalf you have subscribed to the Service. Company represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will (a) perform substantially in accordance with the Company’s online help documentation under normal use and circumstances and (b) be accessible using any web browser. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

11. Assignment; Change in Control

Your right to use the Service may not be assigned by you without the prior written approval of Company but may be assigned without your consent by Company to (a) a parent or subsidiary, (b) an acquirer of assets, or (c) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Company directly or indirectly owning or controlling 50% or more of you shall entitle Company to terminate your right to use the Service for cause immediately upon written notice.

 

C. SITE USE TERMS APPLICABLE TO ALL USERS

1. License and Restrictions 

The Site, including all of its contents, such as text, images, and the HTML used to generate the pages, (“Materials”), are our property or that of our suppliers or licensors and are protected by patent, trademark and/or copyright under United States and/or foreign laws. Except as otherwise provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any Materials from this Site in whole or in part, for any public or commercial purpose without the specific written permission of Company.  We grant you a personal, non-exclusive, non-transferable license to access our Site and to use the information and services contained here.

You shall not: (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or otherwise conflict with third party privacy rights; (c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfere or attempt to interfere with or disrupt the integrity or performance of the Site, the Service or the data contained therein; (e) impersonate another person or attempt to gain unauthorized access to the Site or the Service or its related systems or networks or to the account of any user; or (f) violate or encourage the violation of any state, federal or local law or regulation.

2. Intellectual Property Ownership

Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Company Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. These Terms and Quote, if applicable, do not constitute a sale and do not convey to you any rights of ownership in or related to the Service, the Company Technology or the Intellectual Property Rights owned by Company. The Company name, the Company logo, and the product names associated with the Service are trademarks of Company or third parties, and no right or license is granted to you to use them.

3. Geo-Location.

The Services may include using your location to enable certain features of the Services.  We will ask your permission to enable your location.  You can disable this feature in your device’s settings.  The Services may include and make use of certain functionality and services provided by third parties that allow the App to include maps, geocoding, places and other Content from those third parties as part of the Services (the "Geo-Location Services"). Your use of the Geo-Location Services may be subject such third parties' terms of use.  

4. Compliance with Law; International Data Transfer

You agree that you are responsible for compliance with all state, federal and local laws and regulations affecting your use of the Services including without limitation laws restricting transfer of data across international borders and data protection laws.  You understand and unambiguously consent to Company's collection, storage and processing of data in the United States.

5. Mutual Indemnification

To the fullest extent permitted by law you shall indemnify and hold the Company, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) a claim alleging that your use of the Customer Data infringes the rights of, or has caused harm to, a third party; (b) a claim, which if true, would constitute a violation by you of your representations and warranties; or (c) a claim arising from the breach by you or your Users of these terms and condition and Quote, if applicable; provided in any such case that Company (i) gives written notice of the claim promptly to you; (ii) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Company of all liability and such settlement does not affect Company’s business or Service); (iii) provides to you all available information and assistance; and (iv) has not compromised or settled such claim.

To the fullest extent permitted by law Company shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (b) a claim, which if true, would constitute a violation by Company of its representations or warranties; or (c) a claim arising from breach of these terms and conditions or Quote, if applicable, by Company; provided that you (i) promptly give written notice of the claim to Company; (ii) give Company sole control of the defense and settlement of the claim (provided that Company may not settle or defend any claim unless it unconditionally releases you of all liability); (iii) provide to Company all available information and assistance; and (iv) have not compromised or settled such claim. Company shall have no indemnification obligation, and you shall indemnify Company pursuant to these Terms and any applicable Quote, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

The party seeking indemnification (the 'Indemnified Party') shall promptly notify the other party (the 'Indemnifying Party') in writing of any claim. The Indemnifying Party will assume control of the defense and will be responsible for all reasonable legal fees and related costs incurred during the defense. The Indemnified Party may, at its own expense, assist in the defense, provided that the Indemnifying Party retains sole control over the defense. No settlement that affects the Indemnified Party’s rights or obligations may be made without the Indemnified Party's prior written consent.

6. Disclaimer of Warranties 

TO THE FULLEST EXTENT PERMITTED BY LAW COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMMAND TECHNOLOGIES, INC. AND ITS LICENSORS.

7. Internet Delays 

THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8. Limitation of Liability 

TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO THE BREACH OF ANY REPRESENTATIONS AND WARRANTIES IN SECTION B.10 ABOVE, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY EXCEED ONE HALF OF THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

10. Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. Each User acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.  This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.  Company and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.

11. Notice

Company may give notice by means of a general notice on the Service, electronic mail to your email address on record in Company’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Company’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Company (such notice shall be deemed given when received by Company) at any time by any of the following: letter sent by nationally recognized overnight delivery service or first class postage prepaid mail to Company at the following address: Command Technologies, Inc., 1155 Camino Del Mar, 126, Del Mar, CA 92014 addressed to the attention of: Chief Financial Officer.

12. Modification to Terms

Company reserves the right to modify these terms and conditions or its policies relating to the Service at any time, effective upon posting of an updated version of these terms and conditions. You are responsible for regularly reviewing these terms and conditions. Continued use of the Service after any such changes shall constitute your consent to such changes.

13 General 

These Terms and Quote, if applicable, shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with these terms and conditions, Quote, if applicable, or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Diego County, California. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of these Terms and any applicable Quote. 

If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. 

No joint venture, partnership, employment, or agency relationship exists between you and Company as a result of these Terms or use of the Service. 

The failure of Company to enforce any right or provision in these terms and conditions or Quote, if applicable, shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. 

These terms and conditions, together with any applicable Quote, comprises the entire agreement between you and Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

14. Force Majeure Clause (Limitation of Liability & Indemnification):

Neither party shall be held liable for any failure or delay in the performance of its obligations under these Terms, if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. If a force majeure event continues for more than 30 days, either party may terminate the agreement by providing written notice.

 

15.  Definitions

As used in these Terms and in any applicable Quote now or hereafter associated herewith: 

“Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; 

“Customer Data” means any data, notes, photos, videos, comments, or other information or material provided or submitted by you or by another User to your account on the Service in the course of using the Service; 

“Effective Date” means the earlier of (a) the date these terms and conditions are accepted by selecting the “I Accept” option which confirms that you have reviewed and accepted these terms and conditions, (b) the date you begin using the Service, or (c) the date set forth in an applicable Quote; 

“Initial Term” means the initial period (a) during which you are participating in a free trial of the Services, (b) for which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process or (c) the term set forth in an applicable Quote (e.g., if the billing frequency is annual, the Initial Term is the first year); 

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; 

“Project” means a capital project overseen by a Contractor by which the Service is being used; (the Contractor shall have the right to invite Contributors to use the Service as Users in connection with such project ); 

“Quote” means the form evidencing the initial subscription for the Service and any subsequent quotes submitted online or in written form, specifying, among other things, the applicable fees, the billing period, and other charges as agreed to between the parties and incorporating by reference these terms and conditions (in the event of any conflict between these Terms and the terms of any such Quote, these Terms shall prevail); 

“Company” means Command Technologies, Inc., a Delaware corporation, having its principal place of business at 1155 Camino Del Mar, 126, Del Mar, CA 92014; 

“Company Technology” means all of Company’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Company in providing the Service; 

“Service(s)” means Company’s online applications other services identified during the ordering process, developed, operated, and maintained by Company, accessible via http://www.commandpost.ai or another designated web site or IP address, or ancillary online or offline products and services provided to you by Company, to which you are being granted access under these Terms and any applicable Quote, including Company Technology and the Content; 

“User(s)” means your employees, representatives, consultants, contractors, subcontractors, suppliers or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Company at your request).

16. Questions or Additional Information:

If you have questions regarding these Terms or wish to obtain additional information, please send an email to support@commandpost.ai.