i4cp Member Terms of Use

Membership Grant: During the Term i4cp grants to Member the non-exclusive right to access and use the Products listed on the Membership Agreement as a Member of the i4cp community. i4cp retains all title and ownership rights to the Products, and reserves all rights not expressly granted in this Agreement.

Use and Confidentiality: Member agrees to treat the Products as the confidential and proprietary property of i4cp, and to take reasonable care to protect that confidentiality. Member agrees to use the Products only for Member’s own internal requirements, and that only Member’s current employees and contractors who are bound in writing by Member’s internal confidentiality and duty of care obligations and with a valid Member email address shall be permitted to use the Products. Member will not use the Products for the benefit of, or make the Products available to, any other third party without the advance written permission of i4cp. Member agrees that pricing and any other terms set forth in the Membership Agreement or Terms of Use are strictly confidential and shall not be disclosed to any third party. Member acknowledges that the names and contact information of the Member’s registered users may become known to other i4cp Members during the normal course of membership (i.e., participation in webinars, conferences and/or roundtable discussions) and agrees that a) Members are responsible for opting into participation as an anonymous contribution and b) i4cp is not bound to keep such information confidential as a result of such activities when a Member has not opted into anonymous participation. All Members are required to abide by the i4cp Member Code of Conduct related to the confidentiality of other Member names and contact information. For purposes of this Section 2, Products shall include any summary, derivative work or excerpt from the Products.

Use of the products includes access to Ahri, i4cp’s AI powered search. This capability generates a response (“Output”) based on the information in the i4cp Member site only and the prompt entered by the Member (“Prompt”). Client is responsible for ensuring that it has all applicable rights to the Prompts entered, and Member represents that the Prompt it provides through Ahri does not infringe any intellectual property rights of third parties. i4cp will not share any Prompts entered by the Member with other clients. The Prompt will also not be used to train any public or i4cp developed AI models but will be stored for performance and debugging purposes only. Any Output should be used in accordance with the Confidentiality section above.

Payment and Payment Terms: Member agrees to pay i4cp the fees due under this Agreement per the payment terms listed in the Membership Agreement. All amounts due or paid under this Agreement are non-refundable unless i4cp materially breaches this Agreement. In the event of such a breach, if the breach remains uncured for thirty (30) days after receipt of notice from Member of such a breach, then i4cp will provide a pro rata refund of the membership fees. All fees are exclusive of any taxes (sales, VAT or other tax or duty) which are the responsibility of Member (other than taxes on i4cp’s income). If Client is a tax-exempt entity, a tax exemption certificate is due upon execution of the Membership Agreement.

Termination: i4cp may suspend Member’s access to the Products, or terminate this Agreement, if Member violates any of the provisions of this Agreement, and such violation remains uncured for thirty (30) days after receipt of notice from i4cp. Upon such suspension or termination: (a) Member loses access to the Products; (b) there shall be no refund of any payments; and (c) Member shall promptly pay, within thirty days of suspension or termination, all unpaid amounts and fees due at any time under this Agreement. In the event of such suspension or termination, in addition to the foregoing, i4cp shall be free to pursue any legal or equitable recourse which it reasonably deems appropriate.

Disclaimer of Warranties and Limitation of Liability: i4cp provides the Products “as is” and disclaims, to the extent permitted by applicable law, all warranties for such products or services, either express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose. I4cp does not warrant or guarantee that Member will realize any results by virtue of the use of the products or services. This disclaimer is integral to establishing the pricing and constitutes an essential part of these terms. To the maximum extent permitted by applicable law, i4cp (including i4cp’s suppliers and contractors) will not be liable to Member for any interruption or damage to Member’s business, or for any indirect, exemplary, special, incidental, consequential, or other damages arising in connection with this Agreement or for any loss of anticipated savings, loss of opportunity or losses relating to the failure to achieve the expected benefit of the Products or services. In no event will i4cp’s aggregate liability (including the liability of i4cp’s suppliers and contractors) to Member in connection with this Agreement, whether from contract or tort or otherwise, exceed the amount of fees that Member has paid to i4cp in the 12-month period immediately preceding the event for which i4cp may be liable

Authority: Each party warrants and represents that it has full authority to enter this Agreement and that the person entering this agreement has the full authority of the party to bind such party to this Agreement.

Assignment: Member agrees that this Agreement may not be assigned by either party, however i4cp may assign this Agreement to an entity that succeeds to all or substantially all of the business or assets, provided such entity is not listed on a restricted trade list or blacklist.

Entire Agreement: Member agrees to abide by the terms of the i4cp Member Code of Conduct. i4cp may use Member’s Organization name for marketing purposes only. If a part of this Agreement is held unenforceable or invalid or prohibited under law, it shall be struck from this Agreement and shall not affect the enforceability of the other parts of this Agreement.

This Agreement and any Attachments hereto constitute the entire agreement between the contracting parties concerning the subject matter hereof and supersede all other agreements, documents, discussions, representations, warranties, covenants, or terms on a Member’s public website. For any conflicting terms attached to a Member’s Purchase Order, this Agreement will take precedence. Any amendments or modifications of this agreement shall be in writing and executed by the contracting parties. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware. The parties agree to exclusive jurisdiction of the state and federal courts located in State of Delaware.

Changes to Terms of Use. i4cp may revise and update these terms from time to time in its sole discretion. All changes are effective immediately when posted and apply to all services provided thereafter. Continued Member use of the platform means that any changes are agreed and accepted.