Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Monitorsky.com platform ("Service"), owned and operated by commenty.ai ("Company", "we", "us", or "our"). By accessing or using the Service in any manner, you ("User", "you", or "your") agree to be bound by these Terms in their entirety. If you do not agree, you must not use the Service.

1. Eligibility

• The Service is available exclusively for Microsoft Teams for Business accounts.
• The Service will not operate with free Microsoft Teams accounts, including accounts migrated from Skype to Teams without paid API access.
• By using the Service, you represent and warrant that you have the legal authority and capacity to enter into these Terms and to comply fully with all obligations herein.

2. Account Registration

• You must create an account on Monitorsky.com and provide accurate, complete, and current information.
• You are solely responsible for safeguarding your login credentials and for all activities occurring under your account, whether authorized or unauthorized.
• The Company shall bear no liability for any loss or damage arising from your failure to maintain the confidentiality of your credentials.

3. Authorization and Integration

• By using the Service, you expressly authorize integration of your Microsoft Teams for Business account via oAuth for the synchronization of your contacts with the Service.
• You agree that such integration is at your sole discretion and risk, and you assume full responsibility for the data shared.

4. Contact Synchronization

• Upon granting authorization, all contacts from your Microsoft Teams for Business account will be automatically synchronized with the Service.
• You are solely responsible for organizing, grouping, and maintaining your contact lists in strict compliance with all applicable laws.

5. Double Opt-In Requirement

You are strictly required to obtain explicit consent from each and every contact before sending any campaign. Consent must be verified via a documentable double opt-in process, which includes:

• sending an initial permission request, and
• receiving explicit confirmation from the recipient before including them in any campaign.

You must retain proof of such consent for regulatory or legal review.

6. Opt-Out Mechanism

Every campaign must contain a clear, simple, and accessible opt-out method enabling recipients to request immediate and permanent removal from your distribution lists. Upon receiving an opt-out request, you must:

• remove the contact immediately and permanently;
• ensure the contact is not re-added to any list;
• retain documented proof of the removal.

7. Prohibited Uses

The User shall not use the Service for any unlawful purpose, including but not limited to:

• (a) sending unsolicited communications without having first obtained documented, verifiable, prior consent (double opt-in) from each recipient;
• (b) sending messages to any recipient who has exercised an opt-out request;
• (c) any use that violates local, national, or international regulations, including but not limited to GDPR, CAN-SPAM Act, ePrivacy Directive, CCPA, or any equivalent legislation;
• (d) sending content that is defamatory, infringing, misleading, deceptive, abusive, obscene, or otherwise unlawful;
• (e) using the Service in a way that could cause commenty.ai, its affiliates, officers, or employees to be in breach of any law or to incur any liability.

8. User Compliance

The User is solely and entirely responsible for ensuring that their use of the Service complies with all applicable laws and regulations in every jurisdiction in which messages are sent or received. commenty.ai does not and shall not provide legal advice, nor guarantee compliance with any legal framework. The User acknowledges and agrees that the Company's role is limited to providing a technical tool, and that any failure to comply with applicable laws is the sole responsibility of the User.

9. Compliance with Laws and Anti-Spam Regulations

The User is solely and exclusively responsible for ensuring that all use of the Service complies fully with all applicable laws, regulations, and industry standards in every jurisdiction where messages are sent, delivered, or accessed, including, without limitation, the United States CAN-SPAM Act, the European Union General Data Protection Regulation (GDPR), the United Kingdom Privacy and Electronic Communications Regulations (PECR), Canada's Anti-Spam Legislation (CASL), and any equivalent or successor legislation in other jurisdictions. The User shall obtain, maintain, and document all legally required consents, permissions, and authorizations from recipients prior to sending any messages, and shall promptly honor any opt-out, unsubscribe, or do-not-contact requests in accordance with all applicable laws. The User acknowledges and agrees that commenty.ai has no responsibility, liability, or obligation to monitor, verify, or enforce the User's compliance with such laws, and any breach, violation, or alleged non-compliance shall be the sole responsibility of the User. The User shall indemnify, defend, and hold harmless commenty.ai, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, penalties, fines, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the User's failure to comply with this clause.

10. User Content

• The User is solely and exclusively responsible for all content, data, or materials transmitted, uploaded, or otherwise made available through the Service.
• The Company does not pre-screen or monitor User Content but reserves the right, at its sole discretion and without notice, to remove, block, or restrict any content that violates these Terms, applicable law, or any third-party rights.
• The User shall indemnify, defend, and hold harmless commenty.ai, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, penalties, fines, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any User Content, including but not limited to claims alleging defamation, infringement of intellectual property rights, violations of privacy rights, or breach of applicable laws.

11. No Guarantee of Delivery

commenty.ai does not guarantee the delivery of any message sent through the Service. Delivery may be affected by third-party providers, including but not limited to Microsoft, which may change, restrict, suspend, or terminate the User's Teams account without notice. The User acknowledges and agrees that commenty.ai is not liable for any such interruptions or terminations, regardless of the cause.

12. API and Third-Party Dependency Disclaimer

The User acknowledges and agrees that the Service relies on third-party APIs, services, and platforms, including but not limited to Microsoft Teams APIs. commenty.ai makes no warranty or representation that the Service will remain compatible with current or future versions of such APIs, services, or platforms, or that any feature, functionality, or integration will remain available, unchanged, or uninterrupted. The User understands that changes, limitations, deprecations, removals, or policy updates made by such third parties - including changes to pricing, rate limits, access permissions, or technical requirements may affect the Service's functionality or availability. commenty.ai shall have no obligation to modify the Service to accommodate such changes, to provide alternative solutions, or to issue any refunds, credits, or other compensation for any resulting impact. The User shall have no claim against commenty.ai for any interruption, degradation, or discontinuation of Service functionality caused directly or indirectly by third-party actions or omissions.

13. Service Availability

The Service is provided "as is" and "as available" without any warranty of uninterrupted or error-free operation. The Company reserves the right to modify, suspend, or discontinue the Service at any time without prior notice or liability.

14. Fees and Payments

All payments to commenty.ai are final, non-refundable, and non-creditable, except where required by applicable law. No refunds shall be provided for partial months of service, unused services, or account suspensions or terminations resulting from the User's breach of these Terms.

15. No Refund Policy

Under no circumstances whatsoever shall any fees paid be refundable, except where mandated by applicable law.

16. Termination by Company

commenty.ai may, at its sole discretion, suspend or terminate the User's access to the Service, in whole or in part, at any time, with or without cause, and without any liability whatsoever, except where applicable law requires otherwise. Grounds for such termination may include, but are not limited to, violation of these Terms, non-payment of fees, unlawful or fraudulent activity, actions that could harm commenty.ai's reputation or operations, or compliance with applicable laws or governmental requests. Upon termination, all rights granted to the User under these Terms shall immediately cease, any outstanding obligations of the User shall become immediately due and payable, and commenty.ai shall have no obligation to refund any amounts paid. commenty.ai reserves the right to delete or destroy any User data upon termination, without prior notice or liability, to the maximum extent permitted by applicable law.

17. Termination by User

The User may terminate their use of the Service at any time by providing written notice to commenty.ai in accordance with the notice provisions set forth in these Terms. Termination shall be effective only upon commenty.ai's written confirmation of receipt. The User acknowledges and agrees that:

• (a) No refunds, credits, or pro-rata adjustments shall be provided for any fees paid, including unused portions of subscription periods, unless otherwise required by applicable law.
• (b) Any and all obligations of the User that accrued prior to termination, including but not limited to payment obligations, indemnification commitments, and compliance with restrictions on use, shall survive termination.
• (c) commenty.ai reserves the right to retain, archive, or permanently delete the User's data after termination, at its sole discretion, without liability to the User. Termination by the User does not relieve the User of any liability for breach of these Terms occurring prior to termination.

18. No Liability for User Actions

The Company disclaims any responsibility for consequences arising from your use of the Service, including but not limited to legal claims, fines, or damages due to non-compliance or your content.

19. Limitation of Liability

To the maximum extent permitted by applicable law, commenty.ai, its affiliates, directors, officers, employees, and agents shall not be liable, jointly or severally, directly or indirectly, for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, business opportunities, or other intangible losses, arising from or related to:

• The use or inability to use the Service;
• Any interruption, delay, downtime, suspension, or termination of the Service;
• Any bug, malfunction, error, omission, or technical issue within the Service;
• Unauthorized access to or alteration of transmissions or data;
• Any change, limitation, or discontinuation of third-party APIs or services, including but not limited to Microsoft Teams APIs;
• Any action or inaction by third-party providers, networks, or platforms;
• Any act of God, natural disaster, cyberattack, government action, or other event beyond commenty.ai's reasonable control.

In no event shall commenty.ai's total aggregate liability for any and all claims, actions, or causes of action arising out of or related to the Service exceed the total amount paid by the User for the Service in the twelve (12) months immediately preceding the claim, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise. This limitation is final, absolute, and applies notwithstanding any failure of the essential purpose of any limited remedy provided herein.

20. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates from all claims, damages, fines, regulatory actions, investigation costs, and expenses (including reasonable attorneys' fees) arising from your use of the Service, your content, or your breach of these Terms.

21. No Joint Liability

Under no circumstances shall the Company be held jointly or severally liable with any user, partner, or third party for any action or omission related to the Service.

22. Data Storage Location

The User acknowledges that data is stored in Switzerland and may be transferred to, processed, and stored in other jurisdictions with different data protection laws. commenty.ai shall take commercially reasonable steps to protect User data, but provides no warranty against interception, loss, or unauthorized access beyond what is required by applicable law.

23. Privacy Policy

Use of the Service is also governed by our Privacy Policy, which forms an integral part of these Terms.

24. Changes to Terms

commenty.ai reserves the right to modify these Terms at any time. Any changes shall become effective immediately upon publication on the Company's website, unless otherwise required by applicable law. Continued use of the Service after such publication constitutes acceptance of the revised Terms.

25. Intellectual Property

All intellectual property rights in the Service, including software, designs, and trademarks, are owned or licensed by the Company. A limited, non-transferable, non-exclusive license is granted to you solely for lawful use in accordance with these Terms.

26. Prohibition of Reverse Engineering

You shall not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service.

27. No Warranty

The Service is provided without any warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

28. Force Majeure

commenty.ai shall not be liable or responsible for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, government actions, labor disputes, strikes, civil unrest, terrorism, war, internet or telecommunications outages, failures of third-party hosting or service providers, or any other event that renders performance commercially impracticable. In such cases, commenty.ai's obligations shall be suspended for the duration of the event, and no damages or penalties shall apply.

29. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. The User agrees that any legal action or proceeding arising under or related to these Terms shall be brought exclusively in the state or federal courts located in Delaware, and the User irrevocably consents to the personal jurisdiction and venue of such courts.

30. Jurisdiction & Waiver of Jury Trial

Any disputes shall be resolved exclusively in the state or federal courts located in Delaware, USA. You and the Company irrevocably waive the right to a jury trial.

31. Class Action and Mass Arbitration Waiver

The User agrees that any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved on an individual basis only, through binding individual arbitration or in an individual action in court where applicable, and not as a plaintiff, claimant, class member, or representative in any purported class, collective, coordinated, consolidated, representative, or mass action or proceeding. The User expressly, knowingly, and irrevocably waives any right to initiate, participate in, or benefit from any class, collective, coordinated, consolidated, representative, or mass action, whether in arbitration or in any court of law, against commenty.ai in any forum. This waiver applies to the fullest extent permitted by law, survives the termination or expiration of these Terms, and is an essential consideration for commenty.ai's agreement to provide the Service.

32. Severability

If any provision of these Terms is deemed invalid, the remaining provisions shall remain enforceable in full force.

33. Entire Agreement

These Terms constitute the entire agreement between you and the Company, superseding all prior agreements.

34. Contact Information