Plura AI Subscription Agreement
This Subscription Agreement (“Agreement”) is entered into as of the date of acceptance you and and between Plura AI LLC, a Nevada limited liability company located at 177 Cassia Way, Suite B112, Henderson, NV 89014
RECITALS
I. Plura offers certain AI-driven communications services as described herein.
II. Customer wishes to purchase a subscription to utilize the Service in accordance with the terms and conditions of this Agreement, and the additional documents referenced below.
III. In addition to the terms and conditions set forth herein, the Service shall be further subject to the terms and conditions of the Plura Connect Service Agreement (Attachment 2), along with the Plura Privacy Policy, SMS/MMS Content Policy, and website Terms, as amended from time to time, all of which are incorporated herein by this reference.
SECTION 1: DEFINITIONS
1.1. Definitions. For the purposes of this Agreement, the terms below shall have the following meanings:
(a) “Agents” means a software-based system or tool that operates with a varying degree of autonomy to perform tasks on behalf of Customer using AI Technology.
(b) “AI” means generative artificial intelligence that leverages advanced neural network architectures such as large language models to create new, original written and/or verbal content based on an analysis of AI Customer Input.
(c) “AI Customer Input” means information, data, materials, text, prompts, images, works, code, query, question, or other content that is input, entered, uploaded, or otherwise transmitted to the Service by Customer or any other Authorized User (defined below) for purposes of creating customized AI Customer Output.
(d) “AI Customer Output” means written and/or verbal information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Service in response to AI Customer Input.
(e) “AI Feature” means any feature, functionality, or component of the Service that incorporates, uses, depends on, or employs any AI Technology.
(f) “AI Technology” means any and all machine learning, deep learning, and other AI technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.
(g) “API” means any application programming interface Plura makes available in connection with the Service.
(h) “Customer Data” means AI Customer Input, including any information, data, and other content, in any form or medium, that is submitted, entered, posted, or otherwise transmitted by Customer or any other Authorized User through the Service, and any AI Customer Outputs based thereon or derived therefrom. Customer Data does not include aggregated statistics, or any data used by Plura to train or improve the AI Technology.
(i) “Documentation” means Plura’s user manuals, handbooks, tutorials, guides, and other information relating to the Service provided by Plura, either electronically or in end user documentation relating to the Service available on the Plura website.
(j) “Personal Information” means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual. Customer’s business contact information is not by itself deemed to be Personal Information.
(k) “Plura IP” means all intellectual property owned by Plura, including, without limitation, the Service, the AI Technology, Plura website(s), the Documentation, and all associated trademarks, service marks, and other property. For the avoidance of doubt, Plura IP includes aggregated statistics, AI Technology training data, and any information, data, or other content derived from Plura’s monitoring of your use of the Service and improving the Service but does not include Customer Data. Plura IP also includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Service.
(l) “Service” means the Plura Service described in Section 2.1, including the AI Features, APIs, and any ancillary services included with a subscription plan, that may be offered by Plura either now or in the future.
(m) “Third-Party Products” means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Service, including any third party AI Technology.
SECTION 2: SERVICE DESCRIPTION
2.1 AI Features. As of the effective date of this Agreement, the Service incorporates the following AI Features:
(a) Omni-Channel AI Agent Builder. The Service leverages generative artificial intelligence (AI) technologies to enable users to construct and test customized AI Agents, and to synchronize and deploy them across multiple communications channels (webchat, phone/voice, and SMS) to interact with consumers.
(b) Real-Time Cross-Channel Synchronization. The Service manages user interactions in real time, providing personalized, contextually aware communication throughout multiple interactions and communications channels.
(c) Smart Transitions & Dynamic Agent Control. The Service enables teams of Agents to adjust dynamically based on real-time conditions, helping to ensure appropriate follow-up, driving the user toward the Agent goal.
(d) Personalized Engagement. The Service helps ensure that every message, call, or chat interaction is tailored to the user’s current state.
(e) Goal-Oriented Flexibility. The Service is designed to help a team of Agents stay focused on achieving a specific goal by tracking whether the goal has been met, and by continuing to communicate across channels until the goal is achieved or the user opts out.
2.2 Ancillary Services. Newly established accounts include at least one online training session with a Plura engineer, who can assist with workplace setup and initial workflows. Agency and custom enterprise-level accounts may include additional training sessions. Ongoing customer support is available on an as-needed basis through various channels, tutorials, and live customer support sessions.
2.3 Communications Services. Various aspects of the Service require Customers to utilize third-party voice transmission services and to secure telephone numbers to accompany
outbound voice and SMS communications from a third-party provider (collectively “Communications Services”).
(a) Plura Connect. The Communications Services offered by Plura AI’s affiliate, Plura Connect (https://www.pluraconnect.ai), are compatible with the Plura Service, and Customer must agree to and execute the Plura Connect Service Agreement attached hereto as Attachment 2 and incorporated herein.
(b) Other Service Providers. To use another provider of Communications Services with the Plura Service, Customer must notify Plura in advance. Plura will then determine, in its sole discretion, the acceptability and compatibility of such provider’s services. If Plura accepts such alternate provider, additional charges may apply in order to implement Service.
SECTION 3: SERVICE REQUIREMENTS, SUBSCRIPTION PLAN, FEES, AND PAYMENT
3.1 Service Requirements. Plura is available only to Customers who (i) have successfully completed a Know Your Customer (“KYC”) verification, (ii) have purchased a valid Subscription Plan as described in 3.1(a), and (iii) maintain their accounts in good standing.
(a) To purchase a Plura Subscription Plan, Customer must (i) complete the checkout process through our online credit card processor, during which a valid credit card number (“Card on File”) and billing information must be provided; and (2) execute this Agreement and its Attachments to confirm the purchase of the plan.
(b) KYC Investigation. In compliance with legal and regulatory requirements, for each newly established account, Plura conducts a KYC investigation to verify customer identities and identify potential risks. To use the Service to place calls or send text messages, Customer must cooperate with the KYC investigation by accurately answering all questions on the KYC questionnaire and provide all required documentation. Plura reserves the right, at its sole and absolute discretion, to cancel any account based on: (i) any fraudulent, illegal, or other high-risk activity associated with a customer or any of its Authorized Users that may be revealed during the course of a KYC investigation; or (ii) a customer’s failure to cooperate with the KYC investigation in a timely manner. In the event a newly established account is canceled due to an unsatisfactory KYC investigation, the initial subscription fee shall be refunded.
(c) Using the Service. Following the purchase of a Subscription Plan (and subject to the successful completion of the KYC investigation), Customer may begin using the Service solely for its internal business operations under the terms of this Agreement. If the chosen plan includes additional users (“Authorized Users”), Customer may request access credentials for those users. Note that each Authorized User will also be subject to a KYC investigation, and Plura reserves the right to deny access for individuals deemed to represent a potential risk at its sole and absolute discretion.
3.2 Term and Termination. This Agreement shall remain in force for one (1) year following the Billing Start Date (defined below) and shall continue for additional one (1) year terms thereafter unless either party notifies the other of its intent not to renew this Agreement no less than thirty (30) days prior to the next Renewal Date.
(a) Termination. For a period of 90 days following the Effective Date, Customer may terminate this Agreement without cause or penalty. In the event of such termination, all amounts owed to Plura shall be due and payable on or before the scheduled termination date. Following such 90-day period, this Agreement may only be terminated prior to its scheduled termination date. If either Party commits a breach of any provision hereunder and fails to remedy such breach within ten (10) days of receiving written notice thereof by the non-breaching Party, the Party giving such notice may then deliver a second written notice to the breaching Party terminating this Agreement, in which event this Agreement, and the licenses granted hereunder, will terminate on the date specified in such second notice.
(b) Liquidated Damages. If this Agreement is terminated by Customer after the initial 90-day period and before the end of its then current term for any other reason, then Customer will pay to Company as liquidated damages the amount due by Customer for the previous calendar month times the number of months remaining in such Term within 30 days after such termination. The Parties agree that the Liquidated Damages under this clause are not intended to be and will not be punitive in effect and that the Liquidated Damages are a genuine pre-estimate of loss (which may be difficult to ascertain) resulting from early termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, if Customer receives any notice of late payment under this Agreement in any form, written or electronic, from Company, such notice will be deemed to be a Notice of Breach.
3.3 Billing. Subscription fees are charged on a monthly basis (the “Subscription Period”). Plura will invoice Customer in advance for the upcoming Subscription Period in accordance with the Subscription Plan then in effect, with payment due upon the Renewal Date. Any Services with charges based on usage or any other charges not identifiable in advance (“Other Charges”) will be charged in arrears on subsequent invoices. Charges for the initial Subscription Period will be due at the time this Agreement is executed. Subsequent charges will be automatically billed the same day of the month (the “Renewal
Date”) the payment for the initial order is processed (the “Billing Start Date”). The Renewal Date for subscriptions that commenced on the 31st day of the month will be the last day of any month that is shorter. All Subscription Plan charges are exclusive of taxes and fees.
3.4 Payment Terms. To purchase a Plura Subscription Plan, Customer must complete the checkout process through our online credit card processor, during which a valid credit card number (“Card on File”) and billing information must be provided. By signing this Agreement, Customer hereby authorizes Plura to charge and/or place a hold on the Card on File with respect to any unpaid Subscription Plan and/or Other Charges owed for the
Service on the Renewal Date. Customer further authorizes the issuer of the Card on File to pay the monthly charges (including without limitation all Other Charges, taxes and fees applicable to your service charges) and any unpaid charges without requiring a signed receipt. Customer will maintain accurate and current credit card information for the Card on File with Plura AI until at least thirty (30) days following the termination or expiration of the purchased Subscription Plan and agrees to update payment information within three (3) business days following any changes to the credit card or other billing information for the Card on File.
(a) Recurring Payment Authorization. Customer authorizes Plura and/or its credit card processor Stripe to charge the credit card on a recurring monthly basis on the Renewal Date, and to continue to attempt to charge and/or, place holds with respect to all sums described herein (at its discretion), or any portion thereof, to the Card on File until such amounts are paid in full, subject to Plura’s rights of suspension and termination and other remedies for non-payment set forth herein. Notwithstanding the foregoing, Plura is under no obligation to continue to attempt to charge the credit card prior to exercising any of its other remedies hereunder.
3.5 Refunds and Cancellations. Subscription Plan fees, Other Charges, taxes and fees paid for the Service are non-refundable, unless otherwise agreed to by Plura at our discretion. During the 90-day period referenced in Section 3.2(a), Customer may cancel the Subscription Plan prior to the next Renewal Date by following the cancellation instructions located on the account management page on our Website (https://www.plura.ai). Customer may also cancel the Subscription Plan by emailing the assigned account manager or accounting@plura.ai. All cancellation requests submitted during the 90-day period must be received at least five (5) days in advance of the next Renewal Date to avoid the recurring charge. Customer’s failure to provide such advance notice will result in automatic renewal for the next Subscription Period, and Customer will be responsible for payment of the applicable charges.
3.6 Rate Adjustments. We may adjust or change Subscription Plan prices and/or Other Charges at any time and in our sole discretion. We will notify you via email of any changes that may apply to your Subscription Plan; however, such changes will not affect charges
owed during the applicable Term until the Subscription Plan renews at the end of the Term, in which case the new pricing shall apply to such renewal term. Current pricing will be posted on the pricing page of our Website (https://www.plura.ai/pricing). Customers must check the latest rates before using the applicable Service, and we may also provide notice of such changes in the main user dashboard.
3.7 Payment Failures. If the automatic payment fails, Plura will make up to three (3) attempts to rebill the Card on File. If those rebill attempts fail, Customer will be notified and instructed to provide an alternate credit card for payment. If Customer fails to update the Card on File information and successfully pay any outstanding charges within 24 hours after receiving notification, Plura reserves the right to suspend or stop Service. Any Subscription Plan or Other Charges not paid by the Renewal Date may be subject a late payment fee equal to the lesser of 1.5% per month on the past due amounts or the maximum allowed by law. In the event Customer fails to pay billed charges when due and it becomes necessary for Plura to refer the account to a third party for collections, Customer will be liable for all costs associated with such collection efforts, including without limitation, attorneys’ fees and court costs.
SECTION 4: ACCESS AND USE
4.1 Limited License. Subject to and conditioned upon your compliance with this Agreement and keeping your account in good standing, Plura grants Customer a limited, non exclusive, non-transferable, and revocable right and license to access and use the Service solely for Customer’s internal business operations by Authorized Users during the Term and any renewals thereof.
4.2 Intellectual Property Rights. Notwithstanding the limited license to use the Service, it is understood and agreed that all right, title, and interest in and to the Plura IP is and shall remain the exclusive property of Plura, except as otherwise stated. Plura and its licensors own their respective names, logos, trademarks, and service marks (collectively, the “Marks”). The content of the Plura website may also be covered by applicable copyright or other intellectual property laws and treaties. Customer is not permitted to utilize any Plura Marks without Plura’s prior written consent.
(a) Rights to Feedback. If Customer or any Authorized User provides Plura with any feedback, comments, suggestions, or ideas regarding the Service (“Feedback”), Customer grants Plura a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to compensate Customer.
(b) Third Party Products. To the extent the Service utilizes Third Party Products, it may also incorporate third-party intellectual property. Plura does not claim ownership of
such third-party content, and Customer agrees to comply with any applicable third party terms and conditions. All third-party trademarks, service marks, and trade names used on or in connection with the Service are the property of their respective owners. Customer may not use any such trademarks, service marks, or trade names without the third party’s prior written consent.
(c) Customer Trademarks. Customer grants Plura the right to identify Customer’s company as a user of the Service, using Customer’s Marks on Plura website(s) and in its marketing materials. For the duration of the Agreement, Customer grants Plura a non-exclusive, royalty-free license to use Customer’s Marks in connection with any marketing, promotion, or advertising of Plura or the Service.
(d) AI Customer Input and Output. Customer retains ownership of any AI Customer Input, and grants Plura AI a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute such AI Customer Input as AI Customer Output in connection with Customer’s use of the Service.
Notwithstanding the foregoing, it is understood and agreed that Plura and/or its licensors retain ownership of the AI Technology, together with the underlying AI models and algorithms used to generate AI Customer Output. Customer is granted a license to use AI Customer Output for its internal business purposes, subject to the restrictions outlined in this Agreement.
4.3 License Restrictions. Customer shall not use the Service for any purposes beyond the scope of the access granted in this Agreement, and shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:
(i) Copy, modify, or create derivative works of the Service or Documentation, in whole or in part, except to create AI Customer Output.
(ii) Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service available to third parties.
(iii) Reverse engineer, disassemble, decompile, decode, or duplicate the Service, reproduce the Documentation, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Service.
(iv) Access or use the Service to develop, train, or improve any other AI Technology, except that you may use AI Customer Output in accordance with this Agreement.
(v) Use web scraping, web harvesting, web data extraction or any other method to extract data from the Service.
(vi) Change, misuse, or tamper with any software or hardware provided as part of the Service.
(vii) Introduce any viruses, malware, Trojan horses or other harmful programs into any software, hardware or Plura platforms used in connection with the Service.
(viii) Use the Service to create or generate AI Customer Output, or use AI Customer Output in any manner, that you know or should know violates any applicable law, regulation, or rule, or infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or competes with Plura’s business.
(ix) Sell, sublicense, distribute, or otherwise make the AI Customer Outputs available to any third party without Plura’s prior written permission;
(x) Use the Service to mislead recipients of any call, text, or other communication made using the Service as to your identity, including without limitation by creating a false caller ID (e.g., ID spoofing), forging addresses or headers, or fraudulently undertaking other technical measures to misrepresent the origin or identity of the sender or caller.
(xi) Use the Service as an automated or predictive dialer in violation of applicable law.
SECTION 5: CUSTOMER RESPONSIBILITIES
5.1 Acceptable Use Policy. Customer is solely responsible for using the Services provided by Plura and any of its affiliates, licensors and vendors, and all data obtained through the Service, in full compliance with this Agreement, and all applicable federal, state and local laws, including without limitation all laws concerning privacy, solicitation and advertising practices, intellectual property, and data security, and is solely responsible for monitoring and complying with any changes in law that may affect the use of the Service or data obtained through the Service.
(a) Acknowledgement of Governing Regulations. To the extent Customer intends to use the Service to place calls or send SMS text messages to consumers, Customer hereby represents and warrants that it is aware of and understands its legal obligations under: (i) the Telephone Consumer Protection Act (“TCPA”) as well as various federal and state consumer protection statutes, rules, and regulations that govern such communications, many of which require callers to first secure the (i) prior express consent for calls using automated dialers, or artificial or prerecorded technologies, unless an FCC-recognized
exception applies; or (ii) prior express written consent of the called party before placing marketing calls or text messages; and comply with state and federal regulations mandating that callers using AI-generated voices or text messages disclose that fact at the outset of the communication, as well as similar disclosure obligations when AI is used during customer service interactions including, without limitation, conducting web-based chats, providing sentiment analysis, recording and transcribing calls, or for analytics and reporting purposes. Customer is responsible for obtaining all required consents, and for complying with all applicable laws, including all amendments thereto from time to time, with respect to all phone calls and text messages sent or received under Customer’s account.
(b) Prohibited Activities. In addition to other restrictions set forth herein, Customer is specifically prohibited from using the Service: (i) to place unsolicited calls or send unsolicited bulk facsimile or SMS messages in violation of the TCPA, CAN-SPAM Act, or other applicable laws; (ii) for telemarketing purposes without securing proper consumer consent as required by applicable regulations, or without maintaining appropriate do-not-call lists; (iii) to manipulate caller ID information or engage in call spoofing in violation of the Truth in Caller ID Act or other applicable law; (iv) to place calls to emergency services (e.g., 911) for non-emergency purposes; (v) to engage in traffic pumping or other practices designed to artificially inflate call volumes for financial gain; (vi) to violate or further the violation of any applicable statute, rule, or regulation.
(c) Compliance Warranty. In furtherance of this Acceptable Use Policy and without limiting the generality of the same, Customer hereby represents, warrants, and covenants that it will comply with the following statutes, rules, and regulations when using the Services or AI Customer Outputs: (i) the TCPA; (ii) the Do-Not-Call (“DNC”) registry prohibitions for both voice calls and text messages; (iii) any licensing and bonding requirements applicable to your business; (iv) consumer cancellation rights; (v) mandatory disclosures
and other requirements of the Telemarketing Sales Rule (“TSR”); (vi) cell phone carrier call and text messaging restrictions; (vii) opt-out rules; (viii) call recording laws; (ix) record retention requirements; (x) direct mail rules and best practices; (xi) The CAN SPAM Act and related email rules; and (xii) all other applicable laws and regulations, as the same may be adopted or amended from time to time.
5.2 Account Usage Obligations. Customer is responsible and liable for all uses of the Service resulting from access provided by Customer, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer
shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.
(a) Use of AI Customer Output and AI Customer Input. Customer is solely responsible for (i) ensuring the content and accuracy of all AI Customer Input; (ii) evaluating (including by human review) AI Customer Output for accuracy, completeness, compliance with laws and regulations, and other factors relevant to Customer’s use case before using, distributing, or relying on the AI Customer Output and (iii) your decisions, actions, and omissions in reliance or based on the AI Customer Output.
(b) Passwords and Access Credentials. Customer is responsible for keeping all passwords and access credentials associated with the Services confidential. Customer shall not sell or transfer them to any other person or entity and shall promptly notify Plura about any unauthorized access to such passwords or access credentials.
(c) Third-Party Products. The Services may incorporate or permit access to Third-Party Products. For purposes of this Agreement, these Third-Party Products are subject to their own terms and conditions which may be presented to Customer for acceptance by website link or otherwise. Plura may add or remove Third-Party Products from time to time. If Customer does not agree to abide by the applicable terms for any Third
Party Products, then it should not install, access, or use these Third-Party Products or any Services that include or incorporate these Third-Party Products.
5.3 Additional Representations and Warranties. Customer hereby represents, warrants, and covenants that:
(a) All information submitted in connection with establishing Customer’s account, the KYC investigation, or is otherwise communicated to Plura in connection with the Service, is accurate.
(b) Customer shall obtain all required consents from any person with whom Customer may communicate using the Service, or data derived from such communications. It is Customer’s sole responsibility to honor all opt-outs and consent revocations, and Customer hereby confirms that it will do so.
(c) All text messages must be sent in accordance with the Plura SMS/MMS Content Policy, which is incorporated herein by this reference.
(d) Customer will promptly report to Plura any errors, bugs, unauthorized access methodologies or any breach or suspected breach of our intellectual property rights that it experiences or uncovers in connection with its use of the Service.
(e) Customer will not transfer, sell, convey, use, resell or sublicense any data, information or services provided by Plura in any medium, form, manner or format whatsoever, for any purpose except as expressly authorized in this Agreement.
5.4 Indemnification. Customer shall indemnify, defend, and hold harmless Plura, together with its officers, directors, employees, agents, affiliates, and third parties (collectively, the “Indemnified Parties”), for any legal claims, losses, costs, liabilities, and expenses, including reasonable attorney’s fees (collectively, “Liabilities”) relating to or arising out of Customer’s use of or inability to use the Service, including, without limitation, any Liabilities arising from: (i) the content of any AI Customer Input entered into the Service; (ii) the content of any AI Customer Output generated by the Service; (iii) Customer’s violation of any terms of this Agreement or the rights of any third party; (iv) any claim or accusation that Customer’s use of the Service violated applicable laws, rules or regulations, including (without limitation) the TCPA. Plura reserves the right, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will fully cooperate with Plura in asserting any available defenses.
SECTION 6: LIMITED WARRANTY AND WARRANTY DISCLAIMER
6.1 Limited Warranty. Plura warrants that it will undertake reasonable efforts to ensure that the Service conforms in all material respects to the Documentation when accessed and used by Customer in accordance with this Agreement. Customer’s sole remedy and Plura’s sole liability for breach of the foregoing warranty is for Plura to use reasonable efforts to correct the Service to conform to the Documentation. Plura does not make any representations or guarantees regarding uptime or availability of the Service. THE FOREGOING WARRANTY DOES NOT APPLY, AND PLURA STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
6.2 Customer Warranty. Customer represents, warrants, and covenants that (i) Customer owns or otherwise has and will have all necessary rights, permissions, and consents in and relating to the Customer Data so that, as received by Plura and processed by the Service, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights, of any third party or violate any applicable law, and (ii) no Customer Data contains or will contain any Personal Information for which you have not secured appropriate consent from the person(s) to which the information pertains.
6.3 Warranty Disclaimer. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND PLURA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER
SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. PLURA MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE IS FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH A CUSTOMER’S USE OF THE SERVICE SHALL BE BORNE SOLELY BY THE CUSTOMER.
PLURA MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, AND ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. PLURA IS NOT RESPONSIBLE FOR COMMUNICATIONS, MESSAGES, OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICE OR THE INTERNET IN GENERAL.
PLURA DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF AI CUSTOMER OUTPUT OR ANY RESULTS OBTAINED THROUGH THE USE OF THE SERVICE OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICE. CUSTOMER ACKNOWLEDGES THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICE ARE AT YOUR SOLE RISK AND DISCRETION AND PLURA WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGES TO CUSTOMERS
OR THEIR PROPERTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMERS FROM PLURA, ITS EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO CUSTOMER.
6.4 LIMITATION OF LIABILITY. PLURA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLURA’S
AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT CUSTOMER PAID FOR THE SERVICE DURING THE MONTH IN WHICH THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
SOME COUNTRIES AND STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE TERMS ABOVE MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN THAT CASE, THESE TERMS ONLY LIMIT OUR RESPONSIBILITIES TO THE MAXIMUM EXTENT PERMISSIBLE IN YOUR COUNTRY OF RESIDENCE.
SECTION SEVEN: GOVERNING LAW AND DISPUTE RESOLUTION
7.1 Governing Law, Jurisdiction, and Venue. This agreement is governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Nevada. Any legal suit, action, or proceeding arising out of [or related to] this agreement or the rights granted hereunder that is not subject to the Arbitration Agreement described in Section 7.2 will be subject to the sole and exclusive jurisdiction of the Nevada state and federal courts in each case located in the city of Las Vegas and County of Clark, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
7.2 Arbitration Agreement. ANY AND ALL CLAIMS OR DISPUTES ARISING OUT OF OR IN ANY WAY RELATED TO OR CONCERNING THIS AGREEMENT, THE SERVICE, OR THE PARTIES’ RELATIONSHIP WILL BE RESOLVED BY BINDING ARBITRATION, INCLUDING BUT NOT LIMITED TO, ANY BILLING DISPUTES AND ANY THRESHOLD QUESTIONS OF THE ARBITRABILITY OF SUCH DISPUTE OR CLAIM EXCEPT THAT CUSTOMER OR PLURA MAY SEEK INJUNCTIVE OR EQUITABLE RELIEF IN A COURT OF PROPER JURISDICTION IF THE CLAIM RELATES TO A VIOLATION OF LAWS, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS. Arbitration of disputes is further subject to the following provisions.
(a) Opportunity to Resolve. Prior to submitting a claim or dispute to arbitration, Customer must first give us an opportunity to resolve any disputes or claims by emailing a Notice of Claim that includes a detailed written description of the facts giving rise to the dispute or claim, and its underlying legal basis to legal@plura.ai.
Each party shall negotiate with the other in good faith to resolve the claim. If the claim is not resolved within 60 days after our receipt of the Notice of Claim, Customer may submit the claim to arbitration.
(b) Initiating Arbitration. In the event a claim is not otherwise resolved in accordance with the preceding section, either party may start arbitration proceedings. To begin arbitration, Customer must send a letter requesting arbitration that describes the claim to the Plura legal department at the following address: 177 Cassia Way, Suite B-112, Henderson, NV 89104. The American Arbitration Association (AAA) will arbitrate all disputes in Las Vegas, Nevada, USA in accordance with the AAA Commercial Arbitration Rules, which are available at www.adr.org. Each Party shall bear its own costs in connection with the arbitration proceeding, provided that the arbitrator shall have discretion to award fees and costs to the prevailing party.
(c) Authority of Arbitrator. The arbitrator shall have exclusive authority to determine the scope and enforceability of this Section 7.2 (the “Arbitration Agreement”) and to resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable.
(d) Arbitration Proceedings. The arbitration proceeding will decide the rights and liabilities, if any, of the parties, and will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Upon the mutual agreement of the parties, the arbitration proceeding may be held remotely in a virtual environment.
7.3 CLASS ACTION AND JURY TRIAL WAIVER. CUSTOMER AGREES THAT ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF A COURT DETERMINES IN AN ACTION BETWEEN US THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE, THEN THE CLASS ACTION WAIVER WILL BE VOID AS TO CUSTOMER. IN THE EVENT THAT ANY CLAIM HEREUNDER IS NOT SUBJECT TO ARBITRATION AND MUST BE RESOLVED BY A COURT OF COMPETENT JURISDICTION, CUSTOMER HEREBY WAIVES ALL CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY.
SECTION 8: GENERAL PROVISIONS
8.1 Modifications to These Terms. Plura reserves the right to modify the terms of this Agreement at any time in its sole discretion. For any material modifications, notice will be posted on the main user dashboard, together with a link to the updated version of the Terms. Customer’s continued use of the Service after any such changes constitutes acceptance of the new Terms. The most current version of the Terms will supersede all previous versions.
8.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
8.3 Assignment. Customer may not transfer or assign this Agreement or any rights or obligations under thereunder, by operation of law or otherwise, without Plura’s prior written consent. Plura may transfer or assign all or part of this Agreement without notice. Upon any transfer or assignment of this Agreement, Plura shall be released from all liability with respect to this Agreement.
8.4 Force Majeure. Neither party shall be liable for any default or delay in the performance of its obligations hereunder (excluding any payment obligations) if and to the extent that such default or delay arises out of causes beyond their reasonable control, including, without limitation, acts of God, including weather-related phenomenon, earthquakes, and floods; fires; acts of war or terrorism; civil disorders, including riots, rebellions, and insurrections; labor disputes, including strikes, lockouts, and work stoppages; medical emergencies, including pandemics and quarantine restrictions; network problems, including cable cuts, power outages, network failures, and computers viruses; and any other catastrophes, national emergencies, or government orders or acts. The time for any performance required hereunder shall be extended by the delay incurred as a result of such force majeure event, and if either party is unable to perform as a result of such event, it shall act with diligence to correct or mitigate such event.
8.5 Enforcement and Waiver. Plura has the right, but not the obligation to, monitor, investigate, restrict, enforce, bring civil litigation, press charges, or engage in any other self-help regarding any actual, attempted, or suspected violation of this Agreement. Plura will determine, in its sole discretion, whether Customer violated or attempted to violate any of the provisions hereof. If we determine or suspect Customer violated or attempted to violate this Agreement, we may terminate, suspend, modify, or limit access to the Service. Additionally, we may report actual or suspected criminal activity to appropriate law enforcement authorities. Plura will cooperate with law enforcement investigations where criminal activity is suspected, and Customer agrees to cooperate with any such investigations. Any waiver of or failure to enforce any provision or prohibition in this Agreement in one instance shall not be construed as a waiver of any provision or right in another instance.
Plura Connect Service Agreement
This Subscription Agreement (“Agreement”) is entered into as of the date of acceptance you and and between Plura Connect LLC, a Nevada limited liability company located at 177 Cassia Way, Suite B112, Henderson, NV 89014
RECITALS
I. Plura Connect is a Section 214 audio conferencing and communication services provider offering specific telecommunications services to select customers via authorized channel partners.
II. Subscriber desires to utilize Plura Connect’s services through Plura AI, LLC (“Plura AI”), an authorized Plura Connect channel partner.
III. Plura Connect agrees to provide the services in accordance with the terms and conditions of this Agreement.
1. FCC 911 Disclosure. As a telecommunications services provider, Plura Connect is committed to complying with the Federal Communications Commission (FCC) rules regarding 911 and Enhanced 911 (E911) services. Below is an outline of our compliance measures and important information for our customers:
(a) Provision of 911 Services: We provide 911 service to all customers as a standard and mandatory feature. Customers cannot opt out of this service. All 911 calls, along with your registered physical address and callback number, will be routed to the appropriate Public Safety Answering Point (PSAP) or local emergency authority.
(b) Customer Location Requirements: Before activating service, customers must provide their physical address. This address will be used for routing emergency calls to the correct PSAP. Customers are responsible for keeping their registered address up to date. If you move or change locations, you must update your address through our customer portal or by contacting customer support. Failure to do so may result in delays in emergency response.
(c) Limitations of VoIP Services: VoIP 911 service may not function during Internet outages or disruptions, or in the event of a power outages unless backup power is available. Network congestion or technical issues may also affect call routing. In addition, unlike traditional landline services, VoIP 911 calls may not automatically provide accurate location information if the registered address is outdated or incorrect. In some cases,
911 calls may be routed to a non-emergency administrative line instead of the appropriate PSAP, especially if the registered address is incorrect
2. Agreement Acceptance. By executing this Agreement and accessing and using Plura Connect’s services as described in Section 4 (the “Services”), you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. This Agreement will commence on the date that we make the Services ordered via Plura AI available for use under your account, and shall continue for the period set forth in your Plura AI order or subscription plan; provided that if no such service period is specified the Services shall continue on a month-to-month basis.
3. Limitations on Use. Subscriber understands and agrees that the Services are subject to certain use restrictions. In furtherance thereof, Subscriber expressly agrees not to undertake any of the following actions:
(a) Modify, prepare derivative works of, or reverse engineer, our Services or those of Plura AI.
(b) Knowingly or negligently use our Services in a way that abuses or disrupts our networks, user accounts, or those of Plura AI.
(c) Transmit through the Services any harassing, indecent, obscene, or unlawful material. (d) Use the Services or any data derived therefrom for other than Subscriber’s legitimate business purpose.
(e) Use the Services for any marketing or telemarketing except in strict compliance with all governing statutes, rules, and regulations.
(f) Use the Services in a manner that is actually or potentially libelous, threatening, harmful, harassing, indecent, obscene, in violation of the intellectual property rights of any person or so as to cause nuisance, annoyance or inconvenience to any person. (g) Violate the publicity or privacy rights of another individual.
(h) Modify the Services or include or combine the Services or any data derived therefrom with any other service or product of any kind.
(i) Use the Service in a way intended to avoid incurring fees or exceed usage limits (including allowing multiple persons to use a single user license).
(j) Access or use the personal or confidential information of any third party without their permission or attempt to do so.
(k) Mislead recipients of any call, text, email or other message made using the Services as to Customer’s identity, including without limitation by creating a false caller ID (e.g., ID spoofing), forging addresses or headers, or fraudulently undertaking other technical measures to misrepresent the origin or identity of the sender or caller.
(l) Perform auto-dialing or “predictive dialing;” in violation of applicable laws. (m) Attempt to gain unauthorized access to any part of the Services and/or to any service, account, resource, computer system and/or network connected to any of our servers.
(n) Impersonate another person, act as another entity without authorization, or create multiple accounts.
(o) Record any conversation except in strict accordance with applicable law, including obtaining all participant consents required by law; or
(p) Engage in any other unlawful, fraudulent or malicious conduct, or attempt to circumvent any of the foregoing prohibitions.
4. Service Changes. We reserve the right to enhance, upgrade, improve, or modify features of our Services as we deem appropriate and in our discretion. We will not materially reduce the core functionality or discontinue any Services you are receiving unless we provide you with prior written notice. We may offer additional functionality to our standard Services or premium feature improvements for an additional cost.
5. Services Description. Plura Connect offers audio conferencing services that allow multiple participants to communicate simultaneously (the “Services”). The Services include various communication-enabling technologies such as VoIP and cloud-based solutions, along with the assignment of Direct Inward Dial telephone numbers (“DID Numbers”) for use in connection with the Services. The Services are generally designed to provide the communications transmission aspect of Plura AI’s services only and are intended to be provided in connection with Plura AI’s platforms, hardware. and software. These Services are provided under the terms of this Agreement, any applicable tariffs and/or price lists, and any other operating rules and policies published by Plura Connect and/or Plura AI.
(a) Assignment of DID Numbers. Pursuant to your Plura AI subscription, Plura Connect will assign you one or more DID Numbers. You are responsible for ordering sufficient DID Numbers for all users. We reserve the right to change, cancel, withdraw, or move assigned DID Numbers at our sole discretion immediately upon notice. Subscriber will surrender all rights to the DID Numbers assigned to it upon termination of Services if they have not been ported out in accordance with Section 4(c) below prior to such termination, and the DID Numbers assigned to you may be reassigned upon termination of Service with Plura AI. Plura Connect will not be liable for any direct or indirect damages or incidental costs arising out of such reassignment.
(b) Porting In. You may elect to port an existing DID Number to Plura Connect (“Port-In”) for use with the Plura AI service. In such event, you may be required to first select a temporary number from the list of DID Numbers presented to you at the time Services are ordered, which will be used until the Port-In is complete. We will support all valid requests and will cooperate with subscribers to perform any Port-In in accordance with reasonable directions and our operating procedures. Neither we nor our providers are responsible for any delay, rejection, or false processing of Port-In requests to the extent such delay, rejection, or false processing is attributable to subscribers, their prior provider(s), or any third parties.
(c) Porting Out. You (or a third-party provider acting as your agent) (“Requesting Party”) may request us to port a DID Number assigned to you by Plura Connect to a third-party
provider (“Port-Out”). We will support all such requests and will promptly cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party’s reasonable directions and our standard operating procedures. In the event of any Port-Out, you agree that until such time as the Port-Out is complete and Services for the DID Number are terminated, you shall remain bound by the terms of this Agreement and that of Plura AI related to that DID Number, including the payment of all charges. Once the Port-Out is complete, you must terminate the Services associated with the ported DID Number to stop incurring charges for the same. You further agree that in the event of a Port-Out, you shall remain responsible for paying any required monthly service fees unless and until all agreements regarding such number are terminated.
6. Pricing. Fees for the Services we provide are billed to Plura AI based on wholesale price lists or (where applicable) tariffs, established by Plura Connect, and may differ from the retail price charged to you by Plura AI. Wholesale price lists for qualified wholesale customers are available by contacting us at pricing@pluraconnnect.com, or, if and to the extent permitted by applicable law, as may be agreed upon on an individual case basis memorialized in a separate contract. Payments are due for services rendered in accordance with your Plura AI Subscription Agreement. The prices are exclusive of taxes and fees.
(a) All prices and other terms are subject to changes as per regulatory requirements or adjustments in pricing strategies by Plura Connect. Subscribers are responsible for all charges incurred under their Plura AI account, including applicable taxes and fees.
6. Fees and Payment. You agree to pay all applicable fees for the Services provided by Plura Connect in accordance with the terms established in your Plura AI Subscription Agreement or invoice. Any and all payments made for services are final and non-refundable, except as otherwise expressly set forth herein.
(a) You are responsible for providing Plura AI with accurate and current billing, contact and payment information. Unless otherwise stated in a subscription agreement or service plan, Plura AI will issue invoices for Services on a monthly basis, and all charges (along with any taxes and fees thereon) will be due on the date specified on the invoice. Except for usage based charges, payment for Services will be billed monthly in advance. Usage based charges will be invoiced monthly in arrears.
(b) You agree that Plura AI may charge any of your payment methods on file or bill you for all amounts due for your subscription and you hereby authorize Plura AI to charge your credit card on file. Plura AI may take steps to update your payment card information (where permitted) to ensure that payment can be processed. You further agree that credit card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes.
(c) We may, where permitted by applicable law, suspend or terminate Services if at any time we determine you have failed to pay all amounts due, or any payment information is inaccurate or not current. You are responsible for fees and overdraft charges that Plura AI may incur when charging your card for payment.
(d) We reserve the right to update the price for Services at any time after the initial service term, and price changes will be effective as of the next billing cycle. In accordance with applicable law, we will notify users in a timely manner of any price changes by publishing on our website, or via email.
(e) Sales, promotions and other special discounted pricing offers may be offered from time to time at Plura Connect’s sole and absolute discretion, and on such terms as we may determine. Any such sales, promotions or special offers are temporary and, upon the renewal of any subscription or such earlier time as set forth in the offers or documentation associated with such sales, promotions or special offers, any such discounted pricing offers will expire. We reserve the right to discontinue or modify any coupons, credits, sales, and special promotional offers in our sole discretion.
7. Billing Disputes; Delinquent Accounts. You must notify Plura AI of any fee dispute within five (5) days of the invoice date in writing, with sufficient documentation and detail to permit us to investigate the dispute, provided that you must timely pay all undisputed amounts. If we resolve the dispute in our favor, you agree to pay any withheld amounts within five (5)
days. If we resolve the dispute in your favor, we will credit your Plura AI account for any disputed amounts paid to us in excess of the amount you owed. We may, on notice to you, suspend or terminate Services if you do not pay undisputed fees, and you agree to reimburse us for all reasonable costs and expenses incurred in collecting undisputed delinquent amounts.
8. Taxes and Withholding. You are responsible for all applicable sales, services, value-added, goods and services, withholding, tariffs, Universal Services Fund (USF) fees or any other similar fees as may be applicable in the location in which the Services are being provided and similar taxes or fees (collectively, “Taxes and Fees”) imposed by any government entity or collecting agency based on the Services or in support of regulatory programs, except those Taxes and Fees based on our net income, or Taxes and Fees for which you have provided an exemption certificate. In all cases, you will pay the amounts due under this Agreement to us in full without any right of set-off or deduction.
9. Subscriber Responsibilities. You must use the services only for lawful purposes and in compliance with all applicable laws. The Services must not be used for fraudulent activities, to make unlawful telemarketing calls, or in any manner that disrupts the normal operation of the services. You are responsible for the security and proper use of all access codes, passwords, or equipment related to the services.
10. Intellectual Property. Plura Connect retains all rights, title, and interest in and to the Services it provides, and any associated software, documentation, and intellectual property. Subscribers are granted a non-exclusive, non-transferable license to use the Services as provided under this agreement, subject to compliance with its terms.
11. Subscriber Content. You retain all rights to your any files, documents, recordings, chat logs, transcripts, and similar data that we maintain on your or your users’ behalf, as well as any other information you or your users may upload to your Plura AI account in connection with the Services (“Content”). We do not own or license subscriber Content, but may use, modify, reproduce, and distribute such Content to the extent required to provide and operate the Services. You warrant that you have the right to upload or otherwise share Content with us, and that uploading or processing of your Content in the context of our Services does not infringe on any rights of any third party. You further agree to apply reasonable technical, organizational, and administrative security measures to keep Content protected in accordance with industry standards. We will not view, access or process any of your Content, except: (i) as authorized or instructed by you or your users in this Agreement or in any other agreement between the parties, or (ii) as required to comply with our policies, applicable law, or governmental request. “Content” means any files, documents, recordings, chat logs, transcripts, and similar data that we maintain on your or your users’ behalf, as well as any other information you or your users may upload to your Service account in connection with the Services.
12. Privacy and Security. We use, protect and secure information in accordance with our Privacy Policy, posted at www.pluraconnect.ai/privacy.
(a) Customer Proprietary Network Information. In the normal course of providing services to its users and customers, Plura Connect collects and maintains certain customer proprietary network information (“CPNI”) typical to the US communications industry. CPNI includes the types of telecommunications and interconnected VoIP services customers currently purchase or subscribe to, how customers use those services (for example, calling records), and billing information related to those services. Your telephone number(s), name, and address do not constitute CPNI. Plura Connect does not sell, trade, or otherwise share your CPNI with anyone outside of Plura Connect and those parties, such as Plura AI or other Channel Partners, who are authorized to represent us and offer our Services or to perform functions on our behalf related to such Services, except as the law may require, or you may authorize. US federal law generally permits us
to use CPNI in providing the telecommunications and interconnected VoIP services customers purchase or subscribe to, including billing and collections for those services. We may also use or disclose your CPNI for legal or regulatory reasons such as to respond to a court order, to investigate fraud, to protect our rights or property, to protect against the unlawful use of our Services, or to protect other users. Further detailed information
regarding Plura Connects uses of CPNI may set forth in the Privacy Policy from time to time.
(b) Your Options Regarding CPNI: You may prohibit us from using your CPNI to market services other than those you already purchase from us, by providing us with your “opt out” notice within thirty (30) calendar days of Service commencement via an email to legal@pluraconnect.ai with “CPNI Opt-Out” in the subject line. If you fail to opt-out within such timeframe, you will be deemed to have given us consent to use your CPNI to market services other than those you already purchase from us. Restricting our use of CPNI will not affect our provision of any service, nor will it necessarily eliminate all types of Plura Connect marketing.
(c) Privacy and Security of Your Accounts. You are solely responsible for (i) all use of the Services by you and your users, (ii) maintaining the security of all passwords, usernames, and other account information; (iii) maintaining lawful basis for the collection, use, processing and transfer of Content of persons using or accessing your Services; and (iv) providing notices or obtaining consents as legally required in connection with the Services. We do not send emails asking for your usernames or passwords, and to keep your accounts secure, you should keep all usernames and passwords confidential. We are not liable for any loss that you may incur if a third party uses your password or account. We may suspend the Services or terminate the Agreement if you, your users, or attendees are using the Services in a manner that is likely to cause harm to us or if we have reasonable grounds for suspecting any illegal, fraudulent, or abusive activity on your part. You agree to notify us immediately and terminate any unauthorized access to the Services or other security breach.
10. Disclaimer of Warranties. Plura Connect provides the services on an "as is" and "as available" basis. No warranties, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PLURA CONNECT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
11. Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, OR (v) COSTS OF RECOVERY, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
(a) Limitation on Liability Amount: EXCEPT FOR YOUR BREACH OF THESE TERMS AND YOUR INDEMNIFICATION OBLIGATIONS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING DOES NOT LIMIT YOUR OBLIGATIONS TO PAY ANY FEES AND OTHER AMOUNTS DUE UNDER ANY ORDER.
12. Termination. Either party may terminate the agreement for cause, such as breach of the terms herein, non-payment, or legal prohibition, if such breach is not cured within ten (10) days of written notice from the non-breaching party, or within five (5) days of such notice for breaches of payment obligations. Plura Connect may immediately suspend Services for
violation of any of the acceptable use provisions of this Agreement or any failure to timely pay all amounts when due. Plura Connect may also terminate the Agreement immediately upon notice if: (i) it is ordered to do so by any regulatory body; (ii) we determine that the Services are being used unlawfully or in a manner contrary to the terms of this Agreement or your Plura AI Subscription Agreement; or (iii) we determine that providing the Services is no longer commercially viable. Upon termination, all rights granted to you hereunder will immediately cease, and you must pay any outstanding balances due.
13. Arbitration Agreement. EACH PARTY EACH AGREES THAT ANY AND ALL CLAIMS OR DISPUTES ARISING OUT OF OR IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, THE RELATIONSHIP BETWEEN US, OR OUR SERVICES OR PRODUCTS WILL BE RESOLVED BY BINDING ARBITRATION, INCLUDING BUT NOT LIMITED TO, ANY BILLING DISPUTES AND ANY THRESHOLD QUESTIONS OF THE ARBITRABILITY OF SUCH DISPUTE OR CLAIM EXCEPT THAT YOU OR WE MAY SEEK INJUNCTIVE OR EQUITABLE RELIEF IN A COURT OF PROPER JURISDICTION IF THE CLAIM RELATES TO A VIOLATION OF LAWS, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS. Additionally, the rules and regulations of the Federal Communications Commission (the “FCC”) permit customers of telecommunications carriers to submit complaints to the FCC. Nothing herein is intended to abrogate your right to submit complaints to the FCC, nor Plura Connect’s right to invoke the FCC’s primary jurisdiction over claims arising under the Communications Act of 1934, as amended, or the FCC’s rules, regulations and policies.
(e) Opportunity to Resolve: Prior to submitting a claim or dispute to arbitration, you must first give us an opportunity to resolve any disputes or claims by emailing a Notice of Claim that includes a detailed written description of the facts giving rise to the dispute or claim, and its underlying legal basis to legal@pluraconnect.ai. Each party shall negotiate with the other in good faith to resolve the claim. If the claim is not resolved within 60 days after our receipt of your Notice of Claim, you may submit the claim to arbitration.
(f) Initiating Arbitration: In the event a claim is not otherwise resolved in accordance with the preceding section, either party may start arbitration proceedings. To. Begin arbitration, you must send a letter requesting arbitration that describes your claim to the Plura legal department at the address listed below. The American Arbitration Association (AAA) will arbitrate all disputes in Las Vegas, Nevada, USA in accordance with the AAA
Commercial Arbitration Rules, which are available at www.adr.org. Each Party shall bear its own costs in connection with the arbitration proceeding, provided that the arbitrator shall have discretion to award fees and costs to the prevailing party.
(g) Authority of Arbitrator: The arbitrator shall have exclusive authority to determine the scope and enforceability of this Section 13 (the “Arbitration Agreement”) and to resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable.
(h) Arbitration Proceedings: The arbitration proceeding will decide the rights and liabilities, if any, of the parties, and will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Upon the mutual agreement of the parties, the arbitration proceeding may be held remotely in a virtual environment.
14. CLASS ACTION AND JURY TRIAL WAIVER. YOU AGREE THAT ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF A COURT DETERMINES IN AN ACTION BETWEEN YOU AND US THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE, THEN THE CLASS ACTION WAIVER WILL BE VOID AS TO YOU. IN THE EVENT THAT ANY CLAIM HEREUNDER IS NOT SUBJECT TO ARBITRATION AND MUST BE RESOLVED BY A COURT OF COMPETENT JURISDICTION, YOU HEREBY WAIVE ALL CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY.
15. Governing Law, Jurisdiction, and Venue. This agreement is governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Nevada. Any legal suit, action, or proceeding arising out of [or related to] this agreement or the rights granted hereunder that is not subject
to the Arbitration Agreement described in Section 13 will be subject to the sole and exclusive jurisdiction of the Nevada state and federal courts in each case located in the city of Las Vegas and County of Clark, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
16. General Provisions.
(a) Modifications to This Agreement. We reserve the right to modify this Agreement or any terms thereof at any time in our sole discretion. For any material modifications, notice will be posted on the Plura AI main user dashboard, together with a link to the updated version of this Agreement. Your continued use of the Services after any such changes constitutes your acceptance of the revised Agreement. The most current version of the Agreement will supersede all previous versions.
(b) Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
(c) Assignment. You may not transfer or assign this Agreement or any of your rights or obligations under it, by operation of law or otherwise, without our prior written consent. We may transfer or assign all or part of this Agreement, or your debts to us, without notice. Upon our transfer or assignment of this Agreement, Plura Connect shall be released from all liability with respect to this Agreement.
(d) Force Majeure. Neither party shall be liable for any default or delay in the performance of its obligations hereunder (excluding any payment obligations) if and to the extent that such default or delay arises out of causes beyond their reasonable control, including, without limitation, acts of God, including weather-related phenomenon, earthquakes, and floods; fires; acts of war or terrorism; civil disorders, including riots, rebellions, and insurrections; labor disputes, including strikes, lockouts, and work stoppages; medical emergencies, including pandemics and quarantine restrictions; network problems, including cable cuts, power outages, network failures, and computers viruses; and any other catastrophes, national emergencies, or government orders or acts. The time for any performance required hereunder shall be extended by the delay incurred as a result of such force majeure event, and if either party is unable to perform as a result of such event, it shall act with diligence to correct or mitigate such event.
(e) Enforcement and Waiver. Any waiver of or failure to enforce any provision or prohibition in this Agreement in one instance shall not be construed as a waiver of any provision or right in another instance.