Terms of Service

Last Revised: October 10, 2017

These Terms of Service (these "Terms") apply to the cushion.ai website and our related social media sites, including our Facebook Messenger bot (collectively, the "Site") operated by Cushion AI, Inc. ("Us", "We" or "Our") and the services available through the Site (the "Service").

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. By accessing or using the Service you agree (such agreement is the “Agreement”) to be bound by these Terms, including our “Privacy Policy” (Our “ Privacy Policy”), located at https://cushion.ai/privacy.

Your access to and use of the Service are subject to all terms of use contained herein and all applicable laws and regulations. If you disagree with any part of these Terms or the Privacy Policy, then you do not have permission to access and should not use Our Service.

The Service is available to users who are at least 18 years of age. By accessing and using the Service, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Service will comply with and does not violate any applicable law, regulation, order or guideline.

1.  Service.  The Service allows Us to monitor your transactions involving your bank/retailer/service provider (each an “Institution”) accounts that you register with the Service or with which you transact business, in order for Us to identify money-saving opportunities for you (each an “Opportunity”). If We identify an Opportunity, then the Service contacts the Institution on your behalf to attempt to either (a) obtain a refund or (b) negotiate a better deal for you. We communicate with you about the Service by Facebook Messenger and email. Cushion AI is not affiliated with the Institutions with which We may communicate on your behalf. Financial institutions' privacy and operational policies may vary widely. We make no representations as to whether a specific Institution will provide a refund to you or renegotiate the terms of a specific transaction.

2.  Accounts.  In order for you to use the Service, you must create an account by registering on the Site (your “Account”) and specify one or more Institutions with which you wish to use the Service. You must provide Us your account credentials for each such Institution We will encrypt and remotely store your Institution account information. You are responsible for maintaining the confidentiality of your Account, including restricting access to your computer and/or Account. You agree to accept responsibility for any and all activities or actions that occur under your Account. You must notify Us immediately if you become aware of any breach of security or unauthorized use of your Account.

3.  Privacy Policies.  Your Account information, including information related to your Institutions, is retained subject to Our Privacy Policy, located at https://cushion.ai/privacy and the privacy policies of our data storage vendors, links to which are provided in our Privacy Policy. By using the Service, you agree to the terms of Our Privacy Policy.

4.  Authorization.  By using the Service, you agree that you authorize Us to contest fees, request discounts, and perform other actions on your behalf with the Institutions you have specified. You hereby appoint Us as your attorney-in-fact with full authority to act on your behalf in connection with communications with your Institutions in order to provide the Service.

5.  Proprietary Rights.

5.1  Confidential Information.  “Confidential Information” means proprietary information that either party provides the other in connection with the Service and Site. Our Confidential Information includes the structure, organization, features and methodology of the Service. Your Confidential Information means the Institution account information which you provide to Us through the Service and the Site. Confidential Information does not include any information that is publicly available, or which becomes publicly available through no fault of the receiving party. Each party shall: (a) safeguard the other’s Confidential Information from unauthorized use and disclosure; (b) disclose the other’s Confidential Information to only those employees, contractors and suppliers with a need to access Confidential Information for permitted purposes or as otherwise allowed hereunder; and (c) advise all individuals to whom Confidential Information is disclosed of the obligations under the Agreement. We shall use and disclose your Confidential Information solely to provide the Service or as otherwise permitted in Our Privacy Policy. You shall use Our Confidential Information solely in connection with your use of the Service. Notwithstanding the foregoing, either party may disclose the other’s Confidential Information to the extent compelled or required to do so by statute, court of law, or other legal process. In addition, We have the perpetual right to use and disclose any Confidential Information in an aggregated and non-attributed manner and as permitted under the Privacy Policy.

5.2  Ownership.  The contents, including information, text, images and graphics and all other material contained on the Site or features and functions made available through the Services (the "Content") are for your personal informational purposes only. The Content is owned by Cushion AI, Inc. or by Our designers or other third parties who have licensed their rights in Content to Us. You may use the Content solely for your personal, non-commercial use. You must not delete or alter any copyright or other notice We place on any Content. Content is owned by Us or Our licensors or other users and is protected by copyright, trademark and other laws and regulations of the United States and foreign laws. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Content without Our express prior written consent. You may not use Content in any way not expressly permitted by these Terms of Service and if you do, your right to use the Service will automatically terminate. The Content, the Services and the Site generally, are subject to change or termination without notice. The trademarks, names, slogans, logos, characters and service marks (collectively "Trademarks") displayed on Our Site belong to Us or have been licensed to Us. Nothing contained on Our Site should be construed as granting any license or right to use any Trademark displayed on Our Site. Your use/misuse of the Trademarks displayed on Our Site, except as provided in these Terms of Service, is strictly prohibited.

5.3  Indemnification.  You agree to indemnify, defend and hold harmless Cushion AI, Inc. and our officers, directors, affiliated parties, employees, successors and assigns from and against any and all claims, demands, and losses, including attorney's fees, arising from your breach of these Terms of Service, your use of the Service, a claim that your use of the Service violates any applicable law or regulation, or your acts of willful negligence or omissions. This obligation shall survive the termination of your use of the Services.

5.4  Feedback.  Any suggestions, ideas, enhancement requests, feedback, recommendations or other information you provide to Us relating to the Service, including the Site, are owned exclusively by Us. You hereby assign such rights to Us and agree to sign any documents necessary to ensure Our ownership is perfected.

6.  Term and Termination.  We may terminate the Agreement and terminate or suspend your Account immediately, without prior notice or liability, and for any or no reason. You may terminate the Agreement and your Account at any time through the user interface on the Site. Upon the termination of the Agreement, your right to access the Service immediately ceases. However, Sections 5, 7, 8 and 9 of these Terms will survive such termination.

7.  NO WARRANTY.  You acknowledge and agree that your use of the Service is at your own risk and is provided “as is,” without warranty of any kind, and we hereby disclaim all representations, conditions, guarantees or warranties, oral or written or of any kind, whether express or implied, and whether by statute, common law, from a course of performance or dealing, trade usage, including but not limited to the implied warranties or conditions of merchantability, satisfactory quality, non-infringement, or fitness for a particular purpose. Without limiting the foregoing, we do not warrant that the Service will be uninterrupted, free of errors or defects, or that errors or defects are capable of being corrected. We do not warrant that all Institutions will accept the Service. We disclaim any liability if the use of the Service violates any terms of service or other agreement that you may have with an Institution.

8.  LIMITATION OF LIABILITY.  Our total liability to you for any and all claims under or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise shall in the aggregate not exceed $100. To the maximum extent permitted by applicable laws, in no event shall we or our personnel be liable to you or any third party for any lost profits, revenue, or sales, or loss or inaccuracy of data, indirect, incidental, special, punitive, or consequential damages of any kind, whether or not reasonably foreseeable, incurred by You, or a third party relating to use of or inability to use the Service, including the Site, whether arising in tort (including negligence), breach of contract, or otherwise and whether or not reasonably foreseeable.
In addition, we have no liability for any claims between you or any of the Institutions with which we communicate on your behalf, including any impact on your account or financial relationship with such Institutions.

9.  MISCELLANEOUS.

9.1  Changes.  We may modify or replace these Terms at any time by placing revised Terms of Service on this page. We will notify you of changes to any material terms of these Terms by placing a notice at the top of these Terms of Service. By continuing to access or use Our Service after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Service.

9.2  Entire Agreement.  The Agreement contains the complete and entire understanding between you and Us regarding your access to and use of the Service. The Agreement supersedes all prior agreements between you and Us regarding Your access to and use of the Service.

9.3  Assignment.  The Agreement is personal to you, and you may not assign or transfer your rights or obligations under the Agreement. We may assign our rights and obligations under the Agreement to a third party in connection with a merger or sale of all or substantially all Our assets related to the Service.

9.4  Governing Law; Jurisdiction.  The Agreement is governed by California law, without regard to conflicts of law principles. The exclusive jurisdiction and venue for disputes under or relating to the Agreement are the federal and state courts in San Francisco, California. You consent to jurisdiction and venue in such courts.