IMPORTANT: PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING THE PROJENI PLATFORM.

These Terms form a legally binding agreement between you (“Customer,” “you,” or “your”) and Projeni Inc., a Georgia corporation with its principal place of business at 1201 W Peachtree St NW, Ste 2300, Atlanta, GA 30309 (“Projeni,” “we,” “us,” or “our”) governing your access to and use of our web-based platform, services, applications, APIs, and associated software (collectively, the “Services”).

By creating an account, signing an order form, or otherwise using the Services, you agree to be bound by these Terms.

Eligibility and Account Registration

You must be at least 18 years old and legally capable of entering into a binding contract to use the Services. If you are using the Services on behalf of an organization, you represent that you are authorized to accept these Terms on its behalf.

You agree to provide accurate, current, and complete information during registration and to keep your account credentials secure.

Access to Services

Upon execution of a subscription agreement or sign-up via our platform, we grant you a non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes, subject to these Terms and the applicable plan level.

Projeni reserves the right to suspend or terminate access for any violation of these Terms or use of the Services in violation of applicable laws.

Customer Responsibilities

You are solely responsible for:

• – All activities that occur under your account;
• – Ensuring that your users comply with these Terms;
• – Maintaining confidentiality of access credentials;
• – The legality, reliability, integrity, and accuracy of all data you input into the Services.

You agree not to:

• – Reverse engineer, decompile, or otherwise attempt to derive the source code;
• – Interfere with or disrupt the performance of the Services;
• – Upload malicious code or materials that infringe intellectual property rights.

Payment and Billing

Access to the Services is provided on a subscription basis, with fees described at www.projeni.com/pricing or on a signed order form.

• – Billing Cycle: Monthly or annual, as selected.
• – Payment Method: Valid credit card or ACH.
• – Late Payments: May result in suspension of access.
• – Renewals: Subscriptions auto-renew unless canceled at least 15 days before the next billing cycle.

All fees are non-refundable except as explicitly stated in these Terms.

Intellectual Property

Projeni retains all right, title, and interest in and to the Services, including software, content, trademarks, and all associated intellectual property rights. Use of the Services does not grant you any rights except for the limited license described herein.

You retain ownership of all data and content you input or upload (“Customer Data”), and you grant us a non-exclusive license to process and use such data to provide the Services.

Data Privacy and Security

We maintain industry-standard administrative, physical, and technical safeguards to protect Customer Data. Our practices are detailed in our Privacy Policy, incorporated herein by reference.

You acknowledge and agree that:

• – You are responsible for obtaining all necessary consents and permissions for the lawful collection, use, and disclosure of Customer Data.
• – Data will be processed in the United States and may be subject to U.S. laws.
• – Upon account termination, Customer Data will be deleted within 90 days.

Third-Party Services and Integrations

Projeni may integrate with third-party tools and platforms. Your use of third-party services is governed solely by those third parties’ terms. We are not responsible for any issues arising from third-party services or content.

Confidentiality

Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed in connection with the Services. This obligation shall survive termination for a period of three (3) years.

Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. PROJENI DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, secure, or error-free, or that Customer Data will be preserved without loss.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• – PROJENI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.
• – PROJENI’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO PROJENI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Indemnification

You agree to indemnify, defend, and hold harmless Projeni and its affiliates from any claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising from:

• – Your use of the Services;
• – Your violation of these Terms;
• – Your infringement of any third-party rights.

Term and Termination

These Terms remain in effect until your subscription ends or is terminated by either party.

You may terminate your subscription at any time by written notice or through the account dashboard. Projeni may suspend or terminate access immediately if:

• – You breach these Terms;
• – Payment is not received within 15 days of the due date;
• – Required by law or court order.

Upon termination:

• – All licenses granted will immediately terminate;
• – Customer Data will be deleted within 90 days unless otherwise required by law.

Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Georgia, without regard to conflict of laws principles.

Any disputes shall be resolved through binding arbitration in Atlanta, Georgia, under the rules of the American Arbitration Association (AAA). Each party waives any right to a jury trial or to participate in class action litigation.

Modifications

Projeni reserves the right to update these Terms at any time. Material changes will be communicated via email or in-app notification. Continued use of the Services after such changes constitutes your acceptance of the revised Terms.

General Provisions

• – Entire Agreement: These Terms, along with any applicable order form and the Privacy Policy, constitute the entire agreement between the parties.
• – Force Majeure: We are not liable for delays or failures due to causes beyond our control.
• – No Waiver: Failure to enforce any right will not constitute a waiver.
• – Severability: If any provision is found unenforceable, the remaining provisions shall remain in effect.

Contact Information

For any questions or legal notices regarding these Terms, please contact:

Legal Department – Projeni Inc.

1201 W Peachtree St NW, Ste 2300

Atlanta, GA 30309

Phone: (470) 337-4139

Email: [email protected]