Welcome to Madison AI, an AI-driven application built on Microsoft Azure. By accessing or using our application, the Licensor agrees to comply with and be bound by the following terms and conditions (“Terms”). Please read these Terms carefully. If you do not agree to these Terms, you must not use our application.
By using Madison AI (“the Application”), the Licensor agrees to these Terms and any additional terms and conditions that may apply to specific sections of the Application or to products and services available through the Application.
Permitted Use: The Licensor may use the Application for personal or internal business purposes, in compliance with these Terms.
Prohibited Use: The Licensor shall not:
Registration: To access the Application, the Licensor must have an authorized Microsoft account with Your Company.
Account Security: The Licensor is responsible for maintaining the confidentiality of the account credentials and for all activities that occur under your account. The Licensor agrees to notify us immediately of any unauthorized use of the account.
Ownership: All intellectual property rights in the Application, including but not limited to software, content, text, images, graphics, video, audio, and other materials, are owned by Madison AI or its licensors.
License: Madison AI grants the Licensor a limited, non-exclusive, non-transferable, revocable license to access and use the Application solely as permitted by these Terms.
User Data: The Licensor retains all rights to any data input or upload to the Application (“User Data”). The Licensor grants Madison AI a non-exclusive, worldwide, royalty-free license to use, host, store, reproduce, modify, create derivative works from, and display User Data solely for the purpose of providing and improving the Application.
Third-Party Data: The Application may integrate or use data from third-party services. Madison AI is not responsible for the content or practices of third-party services.
Microsoft Data Protection: The Application is an Azure App compliant with and covered by Microsoft’s Data Protection policy.
Limits on Madison AI: We will not use, or allow anyone else to use, Licensor Data except as the Licensor directs. We will use Licensor Data only in order to provide the service to the Licensor and only as permitted by applicable law, this Agreement, and our Privacy Policy, located here.
Personal Data: Madison AI does not collect any personal information.
Selling/Sharing of Data: Madison AI does not and will not sell the personal information of its Licensors.
Security Policy and Mutual Confidentiality: Madison AI is governed by Microsoft’s Customer Agreement.
Protection of Confidential Information: The Licensor must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of Madison for any purpose outside the scope of this agreement.
Marketing: Madison AI may use without Licensor’s express written consent Licensor’s name, logo and related trademarks in any of our marketing for the promotional purpose of highlighting that you use Madison AI Services. If Licensor does not want Madison AI to use this information, please contact us.
Technical Support: Phone support for the Application is available 9 a.m. to 5 p.m. Pacific Time, Monday through Thursday, excluding US national holidays. We accept webform support questions 24 Hours per Day x 7 Days per Week. Webform responses are provided during phone support hours only.
Availability: We try to make the Application available 24 hours a day, 7 days a week, except for planned down-time for maintenance. The Application is subject to Microsoft’s downtime and upgrades, which may impact availability from time to time. We will make every effort to inform users in advance.
Fee: Licensee agrees to pay Licensor a total fee (“Annual License Fee”), which includes data deployment and annual access to Madison AI. All fees will be billed upon contract signing and due net 30.
Usage Tokens: The License Fee includes usage tokens with a limit of $250 per month or $3,000 per year. Any usage beyond this limit will be tracked but not immediately billed and will be subject to adjustment upon renewal as specified in Section 3.3. Tokens are priced at cost by Microsoft ($0.005/1,000 input and $0.015/1,000 output) ) here. (Ex: Each search costs ~ $0.0676 using GTP-4o Regional.)
Renewal Adjustment for Usage Fees: If the Licensee exceeds the monthly usage limit of $250 or $3,000 for the 12-month period, the overage will not incur immediate additional charges. Instead, the Licensor will track actual usage throughout the contract term. At the time of annual renewal, the License Fee for the upcoming renewal will be adjusted (“trued up”) to reflect the Licensee’s level of usage over the previous term. This ensures that future pricing aligns with actual consumption while avoiding unpredictable monthly overage charges. Any increase in the License Fee due to the true-up will apply to the subsequent renewal period and will be provided to the Licensee 30 days in advance of the renewal date.
Cost of Living Increase: Licenses will auto renew with a 5% cost of living increase each year.
AI Model Cost Escalation: Upon each annual renewal, the fees under this Agreement may be subject to an increase. Any such increase shall be directly proportional to any price increases imposed by Microsoft Azure for the software required to support Licensee’s use of Madison. The Licensor shall notify the Licensee of any increase in fees at least forty-five (45) days prior to the renewal date. If Microsoft Azure does not increase its pricing, the fees will remain unchanged for the subsequent renewal term.
Initial Deployment: Licensor will deploy the AI Knowledge Assistant in approximately (4) weeks, and it will include approximately five (5) years of data from existing agendas, minutes, and staff reports.
Data Index Updates: Throughout the Term, Licensor shall update the data pile once monthly to ensure the application has access to the most current governmental data to reference.
Compliance with Laws: Licensee agrees to use Madison AI in compliance with all applicable laws and regulations, including but not limited to all federal and Nevada state laws.
Restriction: Licensee shall not and shall not permit any third party to: (a) reverse engineer, decompile, or disassemble Madison AI; (b) modify or create derivative works of Madison AI;
(c) sublicense, lease, rent, or distribute Madison AI to any third party; or (d) use Madison AI for any purpose other than as expressly permitted under this Agreement.
Termination for Convenience: Either party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other party.
Termination for Breach: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
Effect of Termination: Upon termination of this Agreement, Licensee shall cease all use of Madison AI. The License Fee will be prorated on a monthly basis, net of the initial setup fee and token usage to date. Termination shall not relieve Licensee of its obligation to pay any fees accrued or payable to Licensor prior to the effective date of termination. Madison AI will delete all data related to the Licensee, to include chat history and backups.
Madison AI and all content is provided to Licensee strictly on an “as is” basis; and 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, or any warranties arising out of course of dealing or usage of trade; are hereby disclaimed to the maximum extent permitted by applicable law by Madison AI and its licensors.
Limitation: Licensor’s liability for damages hereunder shall in no event exceed the amount of fees paid by licensee to licensor under this agreement.Licensor agrees to indemnify, hold harmless and defend Licensee and the employees, officers and agents of Licensee from any liabilities, damages, losses, claims, actions or proceedings, including, without limitation, reasonable attorneys’ fees and costs, to the extent that such liabilities, damages, losses, claims, actions or proceedings are caused by the negligence, errors, omissions, recklessness or intentional misconduct of Licensor or the employees or agents of the Licensor (1) in the performance of the agreement, or (2) which are, or are not, based upon or arising out of the professional services of Licensor, to the full extent allowed by law.
Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles. By using Madison AI (Software), the Licensor agrees that any disputes, claims, or controversies arising out of or relating to the use of the Software, including but not limited to performance, data use, or service-related issues (collectively referred to as “Disputes”), will be resolved exclusively through mediation as the initial step in the dispute resolution process, in accordance with the laws of the State of Nevada.
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
Amendments: No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.
Waiver: No waiver of any term or condition of this Agreement shall be deemed a continuing waiver or a waiver of any other term or condition.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Assignment: Licensee may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Licensor.
