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.
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.
2.1 Permitted Use: You may use the Application for your personal or internal business purposes, in compliance with these Terms.
2.2 Prohibited Use: You shall not:
3.1 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.
3.2 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.
4.1 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.
4.2 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.
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.
6.1 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.
6.2 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.
6.3 Microsoft Data Protection: The Application is an Azure App compliant with and covered by Microsoft’s Data Protection policy.
6.4 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.
6.5 Personal Data: Madison AI does not collect any personal information.
6.6 Selling/Sharing of Data: Madison AI does not and will not sell the personal information of its clients.
6.7 Security Policy and Mutual Confidentiality: Madison AI is governed by Microsoft’s Customer Agreement.
6.8 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.
6.9 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.
7.1 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.
7.2 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.
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.
Madison AI and all content is provided to Client 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.
In no event shall licensor be liable for any indirect, incidental, special, or consequential damages, or damages for loss of profits, revenue, data, operational use or data use, incurred by licensee or any third party, whether in an action in contract or tort, even if licensor has been advised of the possibility of such damages. Licensor’s liability for damages hereunder shall in no event exceed the amount of fees paid by licensee to licensor under this agreement.
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.
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.
13.1 Termination for Convenience: Either party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other party.
13.2 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.
13.3 Effect of Termination: Upon termination of this Agreement, Licensee shall cease all use of the AI Writer and return or destroy all copies of the AI Writer in its possession. The Annual Fee will be prorated on a monthly basis, net of an initial setup fee. Termination shall not relieve Licensee of its obligation to pay any fees accrued or payable to Licensor prior to the effective date of termination.
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.
15.1 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), you agree 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.
15.2 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.
15.3 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.
15.4 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.
15.5 “Madison AI” means M3 Planning, Inc. a Nevada corporation, having its principal place of business at 527 Lander Street, Reno, Nevada, 89509 • 775.747.7407
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to hello@madisonai.com
Last updated: September 26, 2024
Copyright 2024. Madison AI. All rights reserved.
527 Lander Street, Reno, NV 89509 • 775.747.7407
