Terms of Use

These Terms of Use ("Terms") are a binding legal agreement between you and ConstellationX Inc., a Florida corporation ("ConstellationX," "we," "us," or "our"), governing your access to and use of the website located at constellationx.ai and all content, features, and functionality made available through it (the "Website"). By accessing or using the Website in any manner, you accept and agree to be bound by these Terms in full. If you do not agree, you must not access or use the Website. We may refuse access to any person for any reason.

These Terms govern your use of our public marketing Website only. If you are a ConstellationX Customer, or an authorized end user accessing the ConstellationX platform (including NUCLEUS, PTTOC, ParkAI, or any other ConstellationX solution), your access and use of the platform is governed exclusively by the applicable Customer Agreement and/or End User License Agreement between ConstellationX and your agency or organization, which controls over any conflicting provision in these Terms.

1. Changes to These Terms

We may revise these Terms at any time in our sole discretion by posting the updated Terms on the Website, and such revisions are effective immediately upon posting unless otherwise stated. It is your responsibility to review these Terms periodically. Your continued use of the Website after any revision constitutes your acceptance of the revised Terms. We are under no obligation to provide direct notice of changes.

2. Eligibility; Children's Privacy

The Website is intended solely for use by individuals who are at least 18 years of age. By using the Website, you represent and warrant that you are 18 or older and have the legal capacity to enter into these Terms. We do not knowingly collect personal information from anyone under 18. If we learn we have collected personal information from a child under 18, we will delete it. If you believe a child under 18 has provided us personal information, contact us immediately at legal@constellationx.ai.

3. Ownership of the Website and Content

The Website, and all text, graphics, images, data, video, audio, software, interfaces, designs, "look and feel," compilations, product and solution descriptions, case studies, whitepapers, and all other materials made available on or through the Website (collectively, the "Content"), together with all underlying source code, object code, algorithms, models, and technology, are and shall remain the exclusive property of ConstellationX and/or its licensors, and are protected under United States and international copyright, trademark, trade secret, patent, and other intellectual property laws. Nothing in these Terms transfers any ownership interest in the Website, the Content, or any ConstellationX intellectual property to you. All rights not expressly granted to you in these Terms are reserved by ConstellationX.

4. Limited License

Subject to your compliance with these Terms, ConstellationX grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Website for your own informational purposes, solely as made available by ConstellationX. This license does not include any right to (a) resell or make commercial use of the Website or Content; (b) collect or use any product listings, descriptions, capability claims, or performance metrics for competitive benchmarking or comparison purposes; (c) make any derivative use of the Website or Content; or (d) use any data mining, robots, scraping, or similar automated data-gathering or extraction tools. We may revoke this license at any time, for any reason, without notice.

5. Prohibited Conduct

In addition to any other restriction in these Terms, you agree that you will not, and will not permit or assist any third party to:

• infringe, misappropriate, or violate ConstellationX’s or any third party’s intellectual property, publicity, privacy, or other legal rights.
• copy, reproduce, distribute, publicly display, publicly perform, republish, download (except for ordinary caching by your browser), transmit, or otherwise exploit any Content except as expressly permitted by these Terms.
• decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Website or any software made available through it.
• use any Content, output, description of functionality, or other material from the Website to train, fine-tune, benchmark, or otherwise develop any artificial intelligence or machine learning model, product, or service, whether competitive with ConstellationX or not.
• access or use the Website to build, or assist a third party in building, a product or service that is competitive with any ConstellationX offering.
• "crawl," "scrape," "spider," or otherwise systematically extract data, content, or metadata from the Website through automated or manual means.
• interfere with, disrupt, or place unreasonable load on the Website’s infrastructure, including through spam, auto-responders, denial-of-service techniques, or unauthorized automated processes.
• circumvent, disable, or otherwise interfere with any security-related or access-control feature of the Website.
• remove, obscure, or alter any copyright, trademark, or other proprietary rights notice appearing on the Website or in any Content.
• frame, mirror, or embed the Website or any portion of it on another site or platform without our prior written consent.
• misrepresent your affiliation with ConstellationX, or use the Website to impersonate any person or entity.
• use the Website in any way that violates any applicable local, state, federal, or international law or regulation, including export control and sanctions laws.
• use the Website in any manner that is fraudulent, deceptive, harassing, defamatory, obscene, or otherwise objectionable.

A violation of this Section is grounds for immediate termination of your access to the Website and may expose you to civil and criminal liability. ConstellationX reserves the right to pursue all available legal and equitable remedies for any violation, including injunctive relief, without the need to post a bond.

6. Trademarks

"ConstellationX," "NUCLEUS," "PTTOC," "ParkAI," and all related names, logos, product and service names, designs, and slogans are trademarks of ConstellationX or its affiliates or licensors ("Marks"). You may not use any Mark without our prior written permission. All other names, logos, and marks appearing on the Website are the property of their respective owners, and their appearance does not imply any affiliation with, or endorsement by, ConstellationX or such owners.

7. Feedback

If you submit any suggestions, ideas, enhancement requests, comments, or other feedback relating to the Website, the ConstellationX platform, or any ConstellationX product or service ("Feedback"), you hereby irrevocably assign to ConstellationX all right, title, and interest in and to such Feedback, and agree that ConstellationX may use, disclose, reproduce, license, and otherwise exploit any Feedback for any purpose, commercial or otherwise, without any obligation, payment, attribution, or restriction of any kind owed to you. To the extent any such assignment is not effective under applicable law, you grant ConstellationX a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use the Feedback for any purpose.

8. Confidential Information

In the course of evaluating the ConstellationX platform — including through product demonstrations, pilot programs, proposals, requests for information or proposal responses, technical documentation, pricing, and sales discussions — you may receive non-public information regarding ConstellationX’s technology, architecture, product roadmap, pricing, business plans, or operations ("Confidential Information"). You agree to (a) hold all Confidential Information in strict confidence, (b) use it solely to evaluate a potential relationship with ConstellationX, and (c) not disclose it to any third party, including a competitor of ConstellationX, without our prior written consent. This obligation survives termination of your use of the Website and continues until the Confidential Information becomes public through no fault of yours. Nothing in this Section obligates ConstellationX to disclose any Confidential Information to you.

9. Third-Party Links and Content

The Website may contain links to third-party websites or services not owned or controlled by ConstellationX. We are not responsible for, and do not endorse, the content, accuracy, products, services, or privacy practices of any linked third party. You access third-party sites entirely at your own risk, and you release ConstellationX from any and all liability arising from your use of any third-party website or service.

10. No Reliance; No Warranty of Results

Statistics, case studies, testimonials, performance figures, and success metrics referenced on the Website (including any references to reductions in response time, false-alarm rates, or similar figures) are illustrative, may reflect the specific facts and circumstances of an individual deployment, and are not a representation, warranty, or guarantee of results for any particular agency or organization. Actual outcomes vary based on deployment scope, existing infrastructure, data quality, integration complexity, staffing, and operational factors outside ConstellationX’s control. You should not rely on any statement on the Website in making any operational, budgetary, or procurement decision, and should instead rely solely on the specific representations and warranties (if any) set forth in a definitive, signed Customer Agreement.

11. Disclaimer of Warranties

THE WEBSITE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. CONSTELLATIONX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS (COLLECTIVELY, THE "CONSTELLATIONX PARTIES") MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY PRODUCT, SERVICE, OR RECOMMENDATION REFERENCED ON THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE CONSTELLATIONX PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY, UNDER ANY LEGAL THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY; (C) ANY DAMAGES RELATING TO YOUR RELIANCE ON ANY CONTENT OR STATEMENT ON THE WEBSITE; OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL, IN EACH CASE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CONSTELLATIONX PARTIES’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE WEBSITE OR THESE TERMS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION AND WILL SURVIVE ANY TERMINATION OF THESE TERMS. NOTHING IN THIS SECTION LIMITS CONSTELLATIONX’S RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR ANY ACTUAL OR THREATENED BREACH OF SECTIONS 3–8 OF THESE TERMS, FOR WHICH MONETARY DAMAGES WOULD BE AN INADEQUATE REMEDY.

13. Indemnification

You agree to defend, indemnify, and hold harmless the ConstellationX Parties from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Website; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of any third party; or (d) any content, information, or material you submit to or through the Website. ConstellationX reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claim.

14. Term and Termination

We may suspend or terminate your access to the Website at any time, for any reason or no reason, with or without notice, in our sole discretion, including for any suspected violation of these Terms. Sections 3, 4 (as to the license termination), 5, 6, 7, 8, 11, 12, 13, 15, and 16 shall survive any termination of these Terms.

15. Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this Section carefully. It affects your legal rights.

Except for disputes qualifying for small claims court or disputes in which either party seeks injunctive or other equitable relief for the actual or alleged infringement, misappropriation, or misuse of intellectual property or Confidential Information, you and ConstellationX agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Website shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted by a single arbitrator in Broward County, Florida (or remotely, at the arbitrator’s discretion), in the English language. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

YOU AND CONSTELLATIONX EACH AGREE THAT ANY PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.

If any part of this arbitration provision is found unenforceable, the remainder shall remain in full force and effect, except that if the class-action waiver is found unenforceable, the entirety of this arbitration Section shall be null and void, and the dispute shall instead proceed exclusively in the state or federal courts located in Broward County, Florida.

16. Governing Law; Venue

These Terms and any dispute not subject to arbitration under Section 15 are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles, and, where applicable, the Federal Arbitration Act. You consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Broward County, Florida, for any dispute not subject to arbitration.

17. Export Control and Government Use

The Website and any related materials may be subject to U.S. export control and economic sanctions laws. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or party subject to U.S. government embargo or sanctions, and that you are not identified on any U.S. government restricted party list. You agree to comply with all applicable export control and sanctions laws and regulations in connection with your use of the Website.

18. Force Majeure

ConstellationX will not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disaster, pandemic, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or failures of third-party service providers.

19. Miscellaneous

These Terms, together with our Privacy Policy and any Additional Terms referenced herein, constitute the entire agreement between you and ConstellationX regarding the Website and supersede all prior or contemporaneous agreements on that subject. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. ConstellationX’s failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent, and any attempted assignment without such consent is void. ConstellationX may freely assign these Terms, including in connection with a merger, acquisition, financing, or sale of assets. Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between you and ConstellationX, and you have no authority to bind ConstellationX in any respect.

20. Contact

Questions about these Terms should be directed to legal@constellationx.ai or ConstellationX Inc., 3650 Coral Ridge Dr STE 111, Fort Lauderdale, FL 33065.