Terms of use

These Terms of Use ("Terms") govern your access to and use of the
website located at cignara.com and any related online interfaces,
documentation, downloadable materials, dashboards, and services made
available by us (collectively, the "Service"). The Service is operated
by ShopAdvisor Inc., a Delaware corporation doing business as
"Cignara" ("Cignara," "we," "us," or "our").

By accessing or using the Service, you agree to be bound by these
Terms. If you do not agree, please do not access or use the Service.
If you are accepting these Terms on behalf of a company, organization,
or other legal entity, you represent that you have the authority to
bind that entity, in which case "you" and "your" refers to that
entity.

1. THE SERVICE

Cignara provides AI-powered voice and chat agents and related tools
that help enterprises automate, augment, and analyze customer
conversations. The Service may include marketing pages, product
demos, documentation, blog content, dashboards, APIs, and any other
features we make available from time to time.

Specific features, modules, regions of availability, service levels,
and commercial terms applicable to paid use of Cignara products are
governed by a separate written agreement between Cignara and the
customer (for example, an order form, master services agreement, or
data processing agreement). In the event of a conflict between these
Terms and such an agreement, that agreement controls with respect to
the subject matter it addresses.

2. ELIGIBILITY

You may use the Service only if you (a) are at least 18 years old,
(b) can form a binding contract with Cignara, and (c) are not barred
from receiving services under applicable law. The Service is
intended for business users and is not directed to consumers or to
children under the age of 16.

3. ACCOUNTS AND ACCESS

Some features of the Service may require you to create an account or
be granted access by your employer or another organization. You are
responsible for:

(a) maintaining the confidentiality of your account credentials;
(b) all activities that occur under your account; and
(c) promptly notifying us of any unauthorized access or use of
your account by emailing compliance@cignara.com.

We may suspend or terminate your access to all or part of the Service
at any time if we reasonably believe your use violates these Terms,
applicable law, or poses a security or operational risk.

4. ACCEPTABLE USE

You agree that you will not, and will not permit any third party to:

(a) use the Service in any unlawful manner, for any unlawful
purpose, or in any manner inconsistent with these Terms;
(b) probe, scan, or test the vulnerability of the Service or
attempt to bypass any security or authentication mechanism;
(c) reverse engineer, decompile, disassemble, or attempt to
derive the source code of any part of the Service, except to
the extent such restrictions are prohibited by applicable law;
(d) interfere with or disrupt the integrity, performance, or
availability of the Service or the data contained within it;
(e) use the Service to develop, train, or improve any product or
service that competes with Cignara;
(f) use any automated means to access, scrape, or extract data
from the Service except as expressly permitted by us in
writing;
(g) transmit through the Service any material that is unlawful,
harassing, defamatory, infringing, harmful, or otherwise
objectionable, or that contains malware or other malicious
code;
(h) use the Service in a manner that could damage, disable,
overburden, or impair our infrastructure or any other party's
use of the Service; or
(i) misrepresent your identity or your affiliation with any
person or organization.

We reserve the right to investigate suspected violations and to
cooperate with law enforcement authorities as required by law.

5. INTELLECTUAL PROPERTY

5.1 Our Intellectual Property. The Service, including all software,
content, designs, text, graphics, logos, trademarks, audio, and
underlying technology, is owned by Cignara or its licensors and is
protected by intellectual property laws. Except for the limited
rights expressly granted in these Terms or in a separate written
agreement with us, we reserve all rights in and to the Service.

5.2 Limited License. Subject to your continued compliance with these
Terms, we grant you a limited, non-exclusive, non-transferable,
non-sublicensable, revocable license to access and use the Service
for your internal business purposes.

5.3 Your Content and Inputs. As between you and Cignara, you retain
all rights, title, and interest in any data, text, files,
recordings, instructions, prompts, or other materials you submit to
the Service ("Your Content"). You grant Cignara a worldwide,
non-exclusive, royalty-free license to host, process, transmit,
display, and create derivative works of Your Content solely as
needed to provide, secure, and support the Service for you, and to
comply with applicable law.

5.4 Feedback. If you choose to provide feedback, suggestions, or
ideas relating to the Service ("Feedback"), you grant us a
perpetual, irrevocable, royalty-free, worldwide license to use,
reproduce, modify, and incorporate such Feedback for any purpose,
without obligation or compensation to you.

6. AI OUTPUTS AND CUSTOMER CONVERSATIONS

The Service includes AI-driven features that generate outputs such
as responses, recommendations, summaries, transcripts, and analytics
based on Your Content and other inputs ("AI Outputs"). You
understand and agree that:

(a) AI Outputs are produced automatically and may contain
inaccuracies, omissions, or content that is unsuitable for
your specific use case;
(b) You are responsible for evaluating the appropriateness of any
AI Output before relying on it, including by reviewing,
validating, and exercising independent professional judgment;
(c) AI Outputs are not legal, medical, financial, or other
professional advice;
(d) We do not use Your Content to train foundation or third-party
large language models, and we contractually require our
sub-processors to do the same. Additional details are
described in our Privacy Policy and, where applicable, in our
Data Processing Addendum;
(e) You are responsible for ensuring that your use of AI Outputs
complies with applicable laws, regulations, and the rights of
third parties, including consumer-protection, telemarketing,
and recording-consent laws.

7. CONFIDENTIALITY

You agree to treat non-public information about the Service,
including pricing, performance data, product roadmaps, evaluations,
and security details, as confidential, and not to disclose it to
any third party without our prior written consent, except as
required by law. This obligation continues for so long as such
information remains non-public.

8. THIRD-PARTY SERVICES

The Service may contain links to, or interoperate with, third-party
websites, applications, or services that are not owned or controlled
by us ("Third-Party Services"). We do not endorse and are not
responsible for any Third-Party Service. Your use of a Third-Party
Service is governed by the terms and privacy policies of that
service, and you should review them carefully. We are not
responsible for any acts, omissions, content, products, or services
of any third party.

9. DISCLAIMERS

EXCEPT AS EXPRESSLY SET FORTH IN A SEPARATE WRITTEN AGREEMENT
BETWEEN YOU AND CIGNARA, THE SERVICE AND ALL AI OUTPUTS ARE
PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR AVAILABILITY. CIGNARA
DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE,
OR SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE, RELIABLE, OR
SUITABLE FOR ANY PARTICULAR PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES,
SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU IN FULL.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CIGNARA AND ITS
AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS,
REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, ARISING
OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE
SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.

CIGNARA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO
THESE TERMS OR YOUR USE OF THE SERVICE WILL NOT EXCEED THE GREATER
OF (A) ONE HUNDRED U.S. DOLLARS (USD 100) OR (B) THE FEES YOU PAID
TO CIGNARA UNDER A SEPARATE WRITTEN AGREEMENT FOR THE SERVICE
GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS
PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN
FULL.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Cignara and its
affiliates, officers, directors, employees, agents, and licensors
from and against any claims, liabilities, damages, losses, costs,
expenses, and fees (including reasonable attorneys' fees) arising
out of or relating to:

(a) your breach of these Terms;
(b) your violation of any law or regulation;
(c) your violation of the rights of any third party, including
intellectual-property, privacy, or publicity rights;
(d) Your Content; or
(e) your use of the Service in combination with any product,
service, or data not provided by Cignara.

We reserve the right, at our own expense, to assume the exclusive
defense and control of any matter otherwise subject to
indemnification by you, and in such case you agree to cooperate
with our defense.

12. TERMINATION

You may stop using the Service at any time. We may suspend or
terminate your access to all or part of the Service at any time,
with or without notice, if we reasonably believe you have violated
these Terms, applicable law, or pose a security or operational
risk. Sections that by their nature should survive termination
(including intellectual property, disclaimers, limitations of
liability, indemnification, and governing law) will survive.

13. MODIFICATIONS TO THE TERMS AND THE SERVICE

We may update these Terms from time to time. When we do, we will
update the "Last Updated" date at the top of these Terms, and where
the changes are material we will provide reasonable notice (for
example, by posting a notice on the Service or by emailing the
contact address on file). Your continued use of the Service after
the effective date of any updated Terms constitutes your acceptance
of those updates.

We may add, modify, or discontinue features of the Service at any
time. We are not liable to you or any third party for any
modification or discontinuation of the Service.

14. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and any dispute arising out of or relating to these
Terms or the Service will be governed by the laws of the State of
Delaware, United States, without regard to its conflict-of-laws
principles. Subject to the next paragraph, the exclusive
jurisdiction and venue for any action arising out of or relating to
these Terms will be the state and federal courts located in
Delaware, and you and we consent to the personal jurisdiction of
those courts.

Where required by applicable law, this section does not affect any
mandatory consumer-protection rights or rights to bring claims in
your country of habitual residence.

15. MISCELLANEOUS

15.1 Entire Agreement. These Terms (together with any separate
written agreement between you and Cignara) constitute the entire
agreement between you and Cignara regarding the Service and
supersede all prior or contemporaneous communications, agreements,
or proposals, whether oral or written.

15.2 Severability. If any provision of these Terms is held to be
invalid or unenforceable, the remaining provisions will continue in
full force and effect, and the invalid or unenforceable provision
will be reformed to reflect the original intent as closely as
possible.

15.3 No Waiver. Our failure to enforce any right or provision of
these Terms will not be deemed a waiver of that right or provision.

15.4 Assignment. You may not assign or transfer these Terms or any
of your rights or obligations under them, in whole or in part,
without our prior written consent. We may assign these Terms in
connection with a merger, acquisition, reorganization, or sale of
assets, or by operation of law.

15.5 Force Majeure. Neither party will be liable for any failure or
delay in performance to the extent caused by events beyond its
reasonable control, including acts of God, natural disasters,
labor disputes, internet or telecommunications failures, government
actions, pandemic, or war.

15.6 Notices. We may provide notices to you by email to the address
associated with your account or by posting a notice on the Service.
You must send notices to us at compliance@cignara.com.

15.7 No Third-Party Beneficiaries. There are no third-party
beneficiaries to these Terms.

15.8 Relationship of the Parties. Nothing in these Terms creates a
partnership, joint venture, agency, or employment relationship
between you and Cignara.

16. CONTACT

Questions about these Terms, or notices required by these Terms,
should be sent to:

ShopAdvisor Inc. (d/b/a Cignara) Attn: Compliance compliance@cignara.com
Mailing address: 1222 Harrison St, San Francisco, California - 94103

© ShopAdvisor Inc. All rights reserved. Cignara is a trade name of
ShopAdvisor Inc.