Last Updated: 25 September 2025 

 

These Terms of Service (“Terms”) govern your participation in a beta testing program (“Program”) of the SaaS platform (“Platform”) developed by Medici Next, Inc. (“Company”, “Medici”, “we” or “us”) to use its Content and IP (each as defined below), including its MOVES methodology and COSIMO AI Performance Engineering Coach (collectively, the “Services”). By accessing the Platform or using the Services, you agree to be bound by these Terms. 

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References to Platform in these Terms means and includes its Content and IP as defined below. 

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“User” or “you” refers to any individual or entity accessing or using the Platform or Services. 

 

“Content” refers to any data, information, text, images, or other materials uploaded, downloaded, or created using the Platform including Company’s MOVES methodology and materials generated via use of the COSIMO AI Performance Engineering Coach, the Services or IP. 

 

“IP” means the software, algorithms, AI models, and all other intellectual property of the Company whether protected by copyright, patent, trademark, trade secret and other intellectual property laws, including any updates, modifications and enhancements. 

 

Updates to these Terms will be posted on the Platform. Company may not separately notify Users otherwise. 

 

1. Eligibility. You represent, warrant, acknowledge and agree that: 

• You will use the Platform only for lawful purposes and in compliance with these Terms and all applicable laws and regulations.  

• You are at least 18 years old or the age of majority in your jurisdiction to use the Platform and legally capable of entering into these Terms. 

• When you create an account to access the Platform, you will provide accurate and complete information, including your name and email address and, if applicable, your payment details. 

• You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. 

• Your account access is personal to you.  You will not share your account details or log in information. 

• You are solely responsible for the Content you create, upload, or share and the application thereof to your activities. 

• You are not employed by, affiliated with, or acting on behalf of any person or entity that competes with Medici Next, Inc. in the fields of AI coaching, performance engineering, change management, or similar engagements, services or products whether in person, online or otherwise. 

• You will not use the Platform or the Services to 

  • Develop, replicate, or assist in creating any competing product or service; 

  • Engage in any illegal, fraudulent, or misleading activities; 

  • Infringe upon the intellectual property rights of others; 

  • Engage in hate speech, harassment, or discrimination; 

  • Transmit spam or malicious code; or 

  • Attempt to circumvent the Platform’s security measures. 

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2. License and Access. The Company grants you a limited, non-exclusive, revocable, non-transferable license to access and use the Platform for general personal or professional use. 

 

3. Content License. The Content derived from your use of the Platform is licensed to you under a restricted Share-Alike, Non-Commercial license: 

• You may use, adapt, or share the Content only for non-commercial purposes. 

• If you share the Content (in whole or part), you must attribute it to Medici Next, Inc. and share it under the same license terms. 

• You may not commercialize, resell, or sublicense the Content outside of the Platform. 

• You may not adapt the Content for any commercial purpose, whether for profit or commercial advantage. 

 

4. Intellectual Property Rights. The Company’s Content, Services, Platform and IP are the exclusive property of the Company. 

• Users must respect the intellectual property rights of others when using the Platform and shall not use any third-party intellectual property in conjunction with the Platform, Services or IP without prior written permission of Company. 

 

5. Restrictions. You agree that you will not: 

• Copy or reproduce any of the Content or the Services for commercial gain.  

• Reverse engineer, decompile, or extract source code of the IP. 

• Use the Platform, IP, Services or Content to design, plan, promote, build or support a competing product or service. 

 

6. Feedback. Upon request, you agree to provide suggestions, ideas, or feedback regarding the Services (“Feedback”). We may or may not implement your Feedback. You understand and agree that the Company will own all rights to any Feedback and may use it without restriction or compensation to you. 

 

7. Confidentiality. You agree to treat all non-public information about the Program, Platform, Content, Services and IP as confidential and not disclose it to third parties without prior written consent from the Company. 

 

8. Disclaimers. The Program, Platform, Services, Content and IP are provided “AS IS” and “AS AVAILABLE,” without guarantees or warranties of any kind, whether express, implied, statutory or otherwise. We're not responsible if the Program, Platform, Services, Content or IP do not work as expected. We can't guarantee your data won't be lost.  You should keep backups of items you deem important. The Program might end at any time without prior notice. You may lose access to your data upon such termination.  

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW: Neither the Company nor any person associated with the company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Platform or represents or warrants that the Program, Platform, IP, Content, or any Services or items obtained through the Platform will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components, or that the Platform or any Services or items obtained through the Platform will otherwise meet your needs or expectations.  

 

The Company disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, fitness for a particular or general purpose, title, non-infringement, accuracy, reliability, or quality. 

 

The Company does not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components, or that any information obtained through the services is accurate, complete, timely or reliable. 

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Any reliance on information or Content provided through the Services, including third-party content if applicable, is at your own risk. No advice or information, whether oral or written, obtained from Company or through the Services, will create any warranty not expressly stated in these terms. 

 

9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW:  

 

In no event will Company be liable under any contract, negligence, strict liability or other theory, for any direct, indirect, special, punitive, incidental, exemplary or consequential damages, including but not limited to damages for lost profits, lost opportunity, goodwill, use, data, personal injury, property damage, or other intangible losses, even if Company has been advised of the possibility of such damages and even if a remedy set forth herein has failed its essential purpose. 

 

Company’s aggregate liability to you or any third parties in any circumstance is limited to one hundred dollars ($100), regardless of the form of action or whether the damages arise from contract, tort, or any other legal theory. 

 

For the avoidance of doubt and without limiting the foregoing, Company expressly disclaims any and all liability in connection with any content input or derived by a user (“User Generated Content”), and the limitations set forth in this section apply to all claims, including but not limited to those arising from or related to such User Generated Content. 

 

You acknowledge that the foregoing limitations are an essential element of the agreement between you and Company and that, in the absence of such limitations, the other terms set forth in the agreement would be substantially different. 

 

10. Indemnification. To the maximum extent provided by law, you agree to indemnify, defend, and hold harmless the Company, its affiliates and its and their officers, directors, employees, and agents from any claims, damages, liabilities, obligations, costs, fines and expenses (including but not limited to attorneys’ fees) arising from or in connection with your use of the Program, Platform, Content, IP or Services, the violation of these Terms, the violation of any third-party right, including but not limited to any intellectual property, property, or privacy right, any claim that your input or derived Content caused damage to a third party, or your violation of any applicable law or regulation. Users shall promptly notify the Company of any claim subject to indemnification and cooperate in the defense of such claim.  

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW: Company reserves the right, at your expense, to assume the exclusive defense and control of any matter which is subject to indemnification by you under this section, and you agree to cooperate with Company’s defense of these claims.  

 

11. Privacy and Data Protection. The Company may collect and process user’s personal data such as your name, email address, industry classification and payment details, if applicable. By using the Platform, you consent to the collection, use, and sharing of your personal data. The Company implements reasonable security measures to protect user data but cannot guarantee the absolute security of such data. 

 

12. Termination. The Company may suspend or terminate your access at any time, for any reason. You may also stop participating at any time. Upon termination, you must cease all use of the Program, Platform, Content, IP and Services and delete any confidential information in your possession and the Company may delete any Content or data associated with your account. 

 

13. Modifications to Terms of Use.  The Company reserves the right to modify these Terms at any time, at its sole discretion. You will be notified of any material changes to the Terms through a notice posted on the Platform. Continued use of the Platform after the effective date of the modified Terms constitutes acceptance of the changes. 

 

14. Governing Law. These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Any legal suit, action, or proceeding arising out of, or related to, these Terms, the Program, Platform, Services, Content or IP shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the State, City and County of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your jurisdiction of residence. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  You waive your right to participate in any class action proceeding against the Company. You waive your rights to a trial by jury.   

 

15. Arbitration. At Company's sole discretion, it may require you to submit any disputes arising from these Terms or use of the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law. 

 

16. Limitation on Time to File Claims.  Any cause of action or claim you may have arising out of or relating to these Terms of use or the Website must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred. 

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17. Miscellaneous 

• If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 

• These Terms constitute the entire agreement between the Company and users regarding the use of the Platform and supersede any prior agreements or understandings. 

• The failure of the Company to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. 

• No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. 

• If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 

• For all notices, feedback, comments, requests for technical support, and other communications relating to the Website, send us a message here.

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