TERMS & CONDITIONS
This Attentive AI Software Agreement (“Agreement”) is entered into between U.S. Lawns, Inc. a Florida corporation (“U.S. Lawns”, or “Franchisor”) and the Franchise named above (“Franchisee”) and sometimes referred to herein as (“You” or “Your”).
1. Franchise Agreement: U.S. Lawns and Franchisee are parties to a Franchise Agreement (the "Franchise Agreement") pursuant to which Franchisee agreed, among other things, to operate and maintain a landscape maintenance franchise under the U.S. Lawns Marks and in accordance with the U.S. Lawns System. In the event of any conflict between this Appendix 1 and the Franchise Agreement, this Appendix 1 shall govern.
2. Franchisee Participation; License: The parties wish to amend the Franchise Agreement and expand the Franchisee’s rights under the Franchise Agreement to include Franchisee’s use of the Attentive AI Software (the “Software”) in the course of conducting franchise operations.
3. Use of Software Subscription: Franchisee understands and acknowledges that its rights to and use of the Software is subject to the agreement between Franchisor and Attentive AI, the “Attentive AI Agreement”. Notwithstanding the foregoing, the Attentive AI Agreement benefits solely the parties to the Attentive AI Agreement and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, confers on Franchisee or any other person any legal or equitable right under the Attentive AI Agreement. Notwithstanding anything to the contrary herein, Franchisee’s use of the Software is subject in all respects to the Attentive AI Services Terms of Use and Privacy Policy.
4. Term: This Agreement shall be effective for a Subscription Term of twelve (12) months. Following the Subscription Term, this Agreement shall automatically renew for successive twelve (12) month terms (each, an “Additional Term”). This Agreement can be cancelled by either party with not less than thirty (30) days written notice.
5. Payment and Fees: The Franchisee agrees to pay fees for the use of the Attentive AI at the then current rate schedule, based on actual usage. Payments will be collected via ACH for the prior month’s services on or around the 1st day of each month, after the month of service.
6. Franchisee Acknowledgments: Franchisee acknowledges and agrees that:
a. Franchisee will be the sole administrator of the use of the Software, with sole responsibility for the conduct of its authorized users in connection with this Agreement.
b. Franchisee shall, at its sole cost and expense, restrain its employees, officers, customers and other individuals that have access to the Software from prohibited or unauthorized use of the Software.
c. Franchisor will not be deemed the seller of the Software, and has no fiduciary or other responsibilities under the Program (except those obligations expressly stated in this Agreement). Franchisor is only a reseller for the service provider Attentive AI, Inc., making the Software available to Franchisee as contemplated hereunder.
d. FRANCHISEE WILL RECEIVE NO TERRITORIAL PROTECTION WITH RESPECT TO THE Software.
e. Franchisor is not responsible for the timeliness, mis-delivery, deletion or failure to store any information uploaded (or attempted to be uploaded) by Franchisee. Franchisor makes no warranty as to the accuracy or completeness of the information and services provided through the Services or the results of Franchisee’s use of the Services, or that the Services are free from errors. Franchisee acknowledges that it is Franchisee’s responsibility to evaluate the accuracy, completeness and usefulness of all information obtained or provided through the Software.
7. Confidentiality: The Franchisee acknowledges the Attentive AI Software is Confidential in nature and constitutes a trade secret belonging to U.S. Lawns, and as such the Confidentiality provisions contained in the Franchise Agreement will apply to the use of the Attentive AI Software.
8. Default: Failure to comply with this Agreement shall constitute a default under the Franchise Agreement.