Madison AI

Madison AI Terms and Conditions

Welcome to Madison AI, an AI-driven application built on Microsoft Azure. By accessing or using our application, you agree 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.

1. Acceptance of Terms

By using Madison AI (“the Application”), you agree 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.

2. Use of the Application

a. Permitted Use: You may use the Application for your personal or internal business purposes, in compliance with these Terms.

b. Prohibited Use: You shall not:

  • Use the Application for any illegal or unauthorized purpose.
  • Attempt to gain unauthorized access to any part of the Application or any other systems or networks connected to the Application.
  • Use any automated means (e.g., bots, scripts, etc.) to access the Application.
  • Modify, adapt, translate, or reverse-engineer any portion of the Application.
  • Interfere with or disrupt the security, integrity, or performance of the Application.

3. User Account

a. Registration: To access the Application, you must have an authorized Microsoft account with Your Company. You must provide accurate, complete, and up-to-date information.

b. Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

4. Intellectual Property Rights

a. 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.

b. License: Madison AI grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Application solely as permitted by these Terms.

5. Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share your information when you use the Application. By using the Application, you consent to the collection and use of your information as described in the Madison AI Privacy Policy.

6. Data and Content

a. User Data: You retain all rights to any data you input or upload to the Application (“User Data”). You grant 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.

b. 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.

c. Microsoft Data Protection: The Application is an Azure App compliant with and covered by Microsoft’s Data Protection policy.

d. Limits on Madison AI: We will not use, or allow anyone else to use, Client Data except as you direct. We will use Client Data only in order to provide the service to you and only as permitted by applicable law, this Agreement, and our Privacy Policy, located here.

e. Personal Data: Madison AI does not collect any personal information.

f. Selling/Sharing of Data: Madison AI does not and will not sell the personal information of its clients.

g. Security Policy and Mutual Confidentiality: Madison AI is governed by Microsoft’s Customer Agreement.

h. Protection of Confidential Information: The Client 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.

i. Marketing: Madison AI may use without Client’s express written consent Client’s name, logo and related trademarks in any of our marketing for the promotional purpose of highlighting that you use Madison AI Services. If Client does not want Madison AI to use this information, please contact us.

7. Service Level Commitment

a. 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.

b. 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.

8. Mutual Indemnification

Client shall indemnify and hold Madison AI, 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: (i) a claim alleging that use of the Client Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Client of the representations and warranties; or (iii) a claim arising from the breach by Client or Users of this Agreement, provided in any such case that Madison AI (i) gives written notice of the claim promptly to Client (ii) gives Client sole control of the defense and settlement of the claim (provided that Client may not settle or defend any claim unless it unconditionally releases Madison AI of all liability and such settlement does not affect Madison AI’s business or Service); (iii) provides to Client all available information and assistance; and (iv) has not compromised or settled such claim.

Madison AI shall indemnify and hold Client and its 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: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation by Madison AI of the representations or warranties; or (iii) a claim arising from breach of this Agreement by Madison AI; provided that Client (i) promptly gives written notice of the claim to Madison AI’s; (ii) gives Madison AI sole control of the defense and settlement of the claim (provided that Madison AI may not settle or defend any claim unless it unconditionally releases Client of all liability); (iii) provides to Madison AI all available information and assistance; and (iv) has not compromised or settled such claim. Madison AI shall have no indemnification obligation, and Client shall indemnify Madison AI pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Client’s products, service, hardware or business process(es).

In particular, and without prejudice to the generality of the limitation of liability as mentioned herein, no guarantee is given by Madison AI for i) the correctness and accuracy of the Content and the Deliverables that can be consulted through the Account, ii) an unrestricted use of the Deliverables in the Account and the Content, and iii) an uninterrupted use of the Account and the Content.

9. Disclaimer of Warranties

The Application is provided on an “as-is” and “as-available” basis. Madison AI makes no representations or warranties of any kind, express or implied, regarding the operation of the Application or the information, content, materials, or products included on the Application. To the fullest extent permissible by applicable law, Madison AI disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

10. Limitation of Liability

To the fullest extent permitted by law, Madison AI shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

  • Your use or inability to use the Application.
  • Any unauthorized access to or use of our servers and/or any personal information stored therein.
  • Any interruption or cessation of transmission to or from the Application.

11. Indemnification

You agree to indemnify and hold harmless Madison AI, its affiliates, and their respective directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Application or your violation of these Terms.

12. Changes to These Terms

We may revise these Terms from time to time. The most current version of the Terms will always be posted on the Application. If a revision, in our sole discretion, is material, we will notify you. By continuing to access or use the Application after revisions become effective, you agree to be bound by the revised Terms.

13. Termination

We reserve the right to suspend or terminate your access to the Application at any time, with or without cause, with written notice, effective immediately. Upon termination, all rights and licenses granted to you in these Terms will immediately cease.

14. Additional Rights

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

15. General, Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts located in Reno, Nevada for the resolution of any disputes arising out of or related to these Terms or your use of the Application.

“Madison AI” means M3 Planning, Inc. a Nevada corporation, having its principal place of business at 527 Lander Street, Reno, Nevada, 89509.

16. Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to hello@madisonai.com

Last updated: August 29, 2024

Copyright 2024. Madison AI. All rights reserved.

527 Lander Street, Reno, NV 89509 • 775.747.7407

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General

With respect to all Clients, the Madison AI Contracts shall be governed by Nevada 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 this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Reno, Nevada. If any provision of this Agreement 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 Client and Madison AI as a result of this agreement or use of the Product. The failure of Madison AI to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Madison AI in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Client and Madison AI and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Disclaimer of Warranties

Madison AI ensures that it will provide the Product under the Madison Contracts to the best of its ability, without any warranties as to the results of such Product. Madison AI and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the product or any content; Madison AI and its licensors do not represent or warrant that (a) the use of the product will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the product will meet Client’s 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 Client through the use of the product will meet Client’s requirements or expectations, (e) existing features of the product will be modified to meet Client’s requests or needs, or (f) the product or the server(s) that make the service available are free of viruses or other harmful components;(iii) the product and all content is provided to Client strictly on an “as is” basis; and (iv) 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 Madison AI and its licensors.