User License Agreement

If you do not unequivocally agree to the terms of this Agreement, do not access, copy, or otherwise use the Product. This Agreement is between Funnls AI LLC (“Company”) and any person or entity (“User”, “you”) who purchases, downloads, logs into, accesses, or otherwise uses the Product. If you act as the agent of, or on behalf of, an entity or another person, references to User include that entity or person in addition to you.

1. License

1.1 Grant

Subject to this Agreement, Company grants you a limited, personal, nonexclusive, revocable, nontransferable licence to access and use the Product in its original form as delivered by Company, solely for internal purposes related to your business (and not for service bureau, time-sharing, or similar services), in accordance with this Agreement and all applicable laws, rules, and regulations. You may not use the Product on behalf of third parties without Company’s written consent. You must not exceed the scope of your licence, and must not provide your Account information to another User for any reason, including in order for that User to access additional features. Modification, reverse engineering, reverse compiling, or disassembly of the Product is expressly prohibited.

1.2 Accessibility of the Product

You understand and agree that from time to time the Product, or certain features of it, may be inaccessible or inoperable for any reason, including equipment or software malfunctions, periodic maintenance or repairs, or causes beyond Company’s control or which are not foreseeable by Company. Access to the Product is provided over facilities and communications lines owned, maintained, and serviced by third-party carriers, utilities, and internet service providers, all of whom are beyond Company’s control. Use of those carrier lines is solely at your risk and is subject to all local, state, federal, and international laws.

1.3 Equipment

You are solely responsible for providing, maintaining, and ensuring the compatibility of all hardware, software, electrical, and other physical requirements necessary for your access to and use of the Product, including telecommunications and internet access connections, web browsers, and any other equipment, programs, and services required.

2. User account

2.1 Account

To access the Product you may be required to register with Company and select a username and password (your “Account”). Your Account is to be used only by you, and you may not share or disclose your Account information to any other party. You are responsible for the security, confidentiality, and integrity of your Account, for any authorized or unauthorized access to and use of it, and for all information you receive, transmit through, or store using the Product. If at any time you learn or suspect that your Account information has been disclosed to any person other than you, you agree to notify Company immediately. You agree to keep your Account information current, and not to access the Product through any means other than your Account.

2.2 Monitoring

Company reserves the right to monitor User accounts to operate the Product properly; administer and manage Company’s business; provide all Users with high-quality products and services; verify compliance with law or this Agreement; protect Company and its users; and satisfy any law, regulation, or other government request.

2.3 Other users

You acknowledge that other users have access to the Product and to information made available through it. The actions of those users are beyond Company’s control, and Company does not assume liability for any impairment of the privacy, security, confidentiality, integrity, availability, or restricted use of the Product arising from another user’s acts or omissions.

2.4 Privacy

You agree that Company may collect, store, and use data about Users, your system, and your use of the Product, in accordance with our Privacy Policy, which is incorporated into this Agreement by reference.

3. Company and User content

3.1 Company content

The Product gives access to information, software, photos, video, text, graphics, music, sounds, and other material provided by Company or third parties (“Company Content”) that is protected by copyrights, patents, trademarks, trade secrets, or other proprietary rights. Those rights are valid and protected in all forms, media, and technologies existing now or later developed.

3.2 User content

Company may allow users to create, post, share, or upload content, including reviews, comments, photos, videos, graphics, text, and other materials (“User Content”). You are solely responsible for your User Content. You affirm, represent, and warrant that you own or have the necessary licences, rights, consents, and permissions to use and to authorize Company to use all proprietary rights in and to your User Content, so as to enable its inclusion and use in the manner contemplated by the Product. You retain all ownership rights in your User Content.

3.3 Inaccurate content

All User Content originates from users and is beyond Company’s control. Company neither initiates the posting of User Content nor monitors its specific content or accuracy, and has no responsibility or liability for the accuracy, content, completeness, suitability, fitness for a particular purpose, or delivery of User Content provided by any user. You are responsible for the accuracy, content, completeness, suitability, fitness for a particular purpose, and delivery of the User Content you post, and you warrant that it is accurate, current, and complete. You will indemnify Company for any losses or damages it incurs relating to the accuracy, content, currency, completeness, or delivery of the User Content you furnish, pursuant to Section 11.

4. Conduct and prohibitions

Your privilege to use the Product depends on your compliance with the standards and conduct guidelines set out by Company from time to time. Company may revoke your privileges or take any other appropriate measures to enforce these guidelines if violations are brought to its attention. You agree not to use the Product to:

• impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
• upload, post, or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party;
• upload, post, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, multi-level marketing opportunities, franchises, or any other form of solicitation;
• upload, post, or otherwise transmit any material that contains software viruses or any other malicious code, files, or programs designed to interrupt, disrupt, destroy, damage, or limit the functionality of any computer software or hardware or telecommunications equipment, or to violate the security of any computer network, crack passwords or security encryption codes, or otherwise attempt to gain unauthorized access to any computer system;
• use or launch any automated system, including robots, spiders, or offline readers, that accesses the Product in a manner that sends more request messages to Company or the Product in a given period than a human can reasonably produce in the same period using a conventional web browser;
• disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects another user’s ability to engage in meaningful exchanges;
• interfere with or disrupt the servers or networks connected to the Product, or disobey any requirements, procedures, policies, or regulations of networks connected to the Product; or
• intentionally or unintentionally violate any applicable local, state, national, or international law.

5. Intellectual property

5.1 Ownership

As between you and Company, you acknowledge that all ownership of the Product belongs to Company and its licensors. The Product is proprietary to Company and its licensors and is protected by intellectual property laws. Your access to the Product is licensed, not sold. Company (for itself or its licensors) reserves all rights not expressly granted to you, including the right to alter, modify, update, enhance, improve, or create derivative or collective works incorporating the Product. Company owns all right, title, and interest in and to the Product – excluding User Content – including all ancillary and interface software, all current and future enhancements, revisions, new releases and updates, any derivative or collective works, all documentation, and all copyrights, trademarks, trade secrets, patents, and goodwill therein (the “Company Intellectual Property Rights”). You may use the Product as permitted here, and may not otherwise modify, adapt, translate, or create derivative or collective works based on it without Company’s prior written consent.

5.2 Licence to User Content

By posting or providing User Content to Company, you grant Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicenseable, and transferable licence to use, reproduce, distribute, modify, edit, adapt, publish, translate, incorporate, prepare derivative and collective works utilizing, display, and perform the User Content in any form, medium, or technology now known or later developed. You also waive – or warrant that the owner of the User Content has expressly waived – any moral rights in the User Content as to the foregoing rights and licences. Company reserves the right to remove or disable User Content without prior notice.

5.3 Copyright violations

Company may terminate access to the Product or the Account of any user who infringes the copyrights of others, and will expeditiously remove or disable access to allegedly infringing material if given proper notice by the copyright owner. If you believe any material available on or through the Product infringes your copyright, you may request its removal by contacting Company’s designated copyright agent at support@funnls.ai or Funnls AI LLC, 5229 NW 5th Ave, Miami, FL 33127, and providing:

• identification of the copyrighted work you believe to be infringed, describing the work and where possible including a copy or the location (e.g. a URL) of an authorized version;
• identification of the material claimed to be infringing and to be removed or disabled, with information reasonably sufficient to let Company locate it;
• your name, address, telephone number, and email address;
• a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law;
• a statement that the information you have supplied is accurate and that, under penalty of perjury, you are the copyright owner or are authorized to act on the copyright owner’s behalf; and
• a signature or the electronic equivalent from the copyright holder or authorized representative.

5.4 Trademarks and use of intellectual property

Any trademark or logo owned or controlled by Company is a trademark or service mark of Company and its licensors (the “Company Trademarks”). All other trademarks, service marks, and logos used in the Product belong to their respective owners. Except as expressly permitted by Company, you may not copy, reproduce, republish, store, upload, post, transmit, analyze, adapt, reformat, print, distribute, commercially exploit, or publicly display the Company Intellectual Property Rights, the Product, the Company Trademarks, or any confidential information, in whole or in part. You may not remove, reproduce, alter, obscure, or modify any copyrighted material, trademark, service mark, or legal or proprietary notice in or on any portion of them.

6. Links

Company, the Product, Users, or other third parties may provide links to other websites or resources. Company has no control over those sites and resources, does not endorse them, and is not responsible for their privacy policies or other practices or for any content, information, advertising, products, or other materials available from them. Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content. By using the Product you expressly relieve Company from any liability arising from your use of any third-party website. We encourage you to read the terms and privacy policy governing each other website you visit.

7. User representations

You represent and warrant to Company that:

• you have reached the age of majority in the jurisdiction where you reside, are an emancipated minor under the laws of your jurisdiction of domicile or residence, possess legal parental or guardian consent, or otherwise have the power and authority to enter into and perform your obligations under this Agreement;
• you have provided and will maintain accurate, complete, and current registration information with Company, including your legal name, address, telephone number, and email address, and will promptly provide updates if that information changes;
• you are an authorized representative of any entity or party on whose behalf you purport to act;
• you will comply with all terms and conditions of this Agreement and any other agreement between the parties;
• your access to or use of the Product does not and will not constitute a breach of any other agreement, contract, terms of use, or similar policy to which you are subject; and
• you will not use the Product to violate any statute, law, rule, or regulation, or to violate the legal rights of Company or any other person.

8. Termination

This Agreement is effective upon your acceptance and continues in full force until terminated. It will terminate automatically without notice if you fail to comply with any provision. You may terminate it by terminating access to and removing the Product and all Company Content and notifying Company. On termination you must stop using the Product and destroy any copies in your possession. Except as expressly granted in this Agreement, you are not entitled to any refund of any fees or other charges paid. Company reserves the right to discontinue or suspend any aspect of or access to the Product at any time, and will terminate a user’s access where, under appropriate circumstances, that user is determined to be a repeat infringer of another’s intellectual property or other rights.

9. Disclaimer of warranties

The Product is provided “as is” and “as available” without warranty of any kind, express or implied. Use of the Product is at your sole risk. Company does not warrant that your use of the Product will be uninterrupted or error free, nor does Company make any warranty as to the accuracy of any User Content or as to any results that may be obtained by use of the Product. Company makes no other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose or application, arising by virtue of custom of trade or course of dealing, title, non-infringement, timeliness, suitability, or accuracy in relation to the Product or User Content. You are solely responsible for any acts or omissions taken in reliance on the Product or any information or User Content in it, including inaccurate or incomplete information. Any implied warranties that cannot be disclaimed are limited to the shortest period permitted by applicable law. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you, and other legal rights may be granted in those jurisdictions.

10. Limitation of liability

To the maximum extent permitted by applicable law, neither Company nor any of its licensors, affiliates, or subsidiaries will be liable to you or any other person for any indirect, incidental, consequential, special, punitive, or exemplary damages for any matter arising from or relating to this Agreement, the Product, the User Content, or the internet generally, including your use of or inability to use the Product or User Content, any changes to or inaccessibility of the Product, any inaccuracy or incompleteness of the User Content, any delay, failure, unauthorized access to or alteration of any transmission or data, any material or data sent or received or not sent or received, any transaction or agreement entered into through the Product, or any data or material from a third person accessed on or through the Product, whether such liability is asserted on the basis of contract, tort, negligence, or otherwise. To the maximum extent permitted by applicable law, neither Company’s nor any of its affiliates’ or subsidiaries’ total liability for direct damages will exceed the total fees paid, if any, by you to Company under this Agreement. If you are dissatisfied with the Product, your sole and exclusive remedy is to discontinue use of the Product and terminate this Agreement in accordance with Section 8.

You agree to assume the risk for all liabilities disclaimed by Company in this Agreement, and all alleged damages in excess of the amount, if any, of the limited remedy provided under it. You specifically acknowledge and agree that Company will not be liable for User Content or for the defamatory, offensive, or illegal conduct of any third party, and that the risk of harm or damage from the foregoing is borne solely by you. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you, and other legal rights may be granted in those jurisdictions.

11. Indemnification

You agree to indemnify, defend, and hold harmless Company, its licensors, affiliates, and subsidiaries, and the members, officers, employees, and agents of each, from and against any action, cause, claim, damage, debt, demand, or liability, including reasonable costs and attorneys’ fees, asserted by any person or entity, arising out of or relating to: (a) this Agreement or your violation of its terms and conditions; (b) your use of the Product, including any data, User Content, communication, or work transmitted or received by you; (c) gross negligence, fraud, or any intentional or negligent act or omission of yours; (d) your violation of any third-party rights, including any intellectual property or privacy right; and (e) any claim that User Content you posted violates the rights of a third party.

12. Miscellaneous

Amendment. No amendment or modification of this Agreement is binding unless in writing and signed by Company.

Waiver. No delay or failure to enforce any right under this Agreement operates as a waiver of Company’s right to enforce that or any other right. No waiver is binding unless executed in writing by the party making it.

Law. The validity, interpretation, and performance of this Agreement are controlled by and construed under the internal laws of the State of Florida, without regard to its choice of law principles.

Action. No action arising under this Agreement may be brought by you more than one year after the cause of action has accrued.

Equitable relief. The parties agree that breach of this Agreement, including the unauthorized use or duplication of the Product, would cause irreparable harm and significant injury to Company that would be both difficult to ascertain and not compensable by damages alone. Company therefore has the right to enforce this Agreement by injunction (without the necessity of posting bond), specific performance, or other equitable relief, without prejudice to any other rights and remedies it may have.

Attorneys’ fees. If any action in law or equity or arbitration is necessary to enforce the terms of this Agreement, the prevailing party is entitled to reasonable attorneys’ fees, costs, and expenses, in addition to any other relief to which it may be entitled.

Survival. The terms and provisions of Sections 9, 10, and 11 survive any termination or expiration of this Agreement.

Defined terms. Terms that are capitalized but not defined in this Agreement have the meanings set out in the Sales Documents, which include any confirmation of sale, the Privacy Policy, and the Terms of Service.

Entire agreement. This Agreement, together with any exhibits, any confirmation of sale, the Privacy Policy, and the Terms of Service, as updated, constitutes the entire agreement between the parties with respect to the Product and supersedes all prior or contemporaneous oral or written communications, representations, statements, or understandings between the parties concerning the Product.