Terms of Service
Last Updated: October 30, 2024
WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 19 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 19 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 18 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.
1. Agreement to Terms
By using our Service, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, then you must not use the Service or access the Site. If you are accessing or using the Service on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, you and your will also refer to that entity. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of this agreement, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these terms will prejudice such rights that you may have as a consumer of the Service under such applicable law.
2. Changes to these Terms or the Service
The Service may need to be updated, for example, for bug fixes, enhanced functions, missing plug-ins and new versions (collectively, Updates). Such Updates may be necessary in order for you to use the Service or to access or use the Service and supported third party features. By agreeing to these Terms and using the Service, you agree to receive such Updates automatically. We may update the Service and these Terms from time to time in our sole discretion. If we do, we'll let you know by posting the updated Terms on the Site and/or may also send other communications. It's important that you review these Terms whenever we update them or you use the Service. If you continue to use the Service after we have posted updated Terms, it means that you accept and agree to the changes. If you don't agree to be bound by the changes, you may not use the Service anymore. Because our Service is evolving over time, we may change or discontinue all or any part of the Service, at any time and without notice, at our sole discretion.
3. Who May Use the Service?
You may use the Service only if you are at least 18 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your territory), are capable of forming a binding contract with the Company and not otherwise barred from using the Service under applicable law.
4. About the Service
(a) Accounts
To access certain features of the Services, you will need to create an account. You must keep your user name and password confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to your account. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. We have the right to disable your account, at any time with notice to you if, in our opinion, you have violated any provision of these Terms. You are solely responsible for all activity conducted using your account.
(b) Service
The Services enable users to use artificial intelligence services (AI) and large language models (the LLM), and provides information about the Company's various services and integrations provided by the Company and third parties. All information provided in connection with your access and use of the Service is for informational purposes only. You should not take any action based on any information contained on the Site or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, social media content, news feeds, tutorials, Tweets, and videos without first conducting your own investigation. Before you make any financial, legal, technical, or other decisions involving the Service, you should seek independent professional advice from a licensed and qualified individual in the area for which such advice would be appropriate.
(c) Artificial Intelligence Services
You acknowledge and agree that the Company is a marketplace platform for Third Party AI service providers. You acknowledge that Company is not the author of any LLM model or data used by such model that may be available through the Services. The Company does not direct or control the day-to-day activities of the users accessing the Site. You are solely responsible for any activities you engage in while using the Service, and you further represent that you understand the risks associated with AI technology and the Services. The Services may allow you to access tools and other features that utilize artificial intelligence or machine learning technology (AI Services), which will allow you to input textual prompts (Inputs) and receive responses (Outputs). We reserve the right to limit the number of Inputs you can submit to the AI Services within a given period of time, and we will communicate to you the quantity of allowed Inputs via the Services. While we take steps to control and improve the quality and helpfulness of the AI Services, they may not meet your requirements or may be inaccurate or otherwise unsuitable for your specific use case.
(d) Services Fees
You are responsible for any access or data fees incurred from third parties in connection with your use and viewing of the Service and any content therein. All payments made through the Service are final. Please note that returns, replacements or refunds are not permitted.
(e) Disputes Between Developers and End Users
The Company is not a party to any relationship between end users of the AI and any third-party developer that provides Third Party Services (as defined below) (such developer of Third Party Services, Developer). In the event that you have a dispute with any user of the Site, you agree to address such dispute directly with such user. If permitted in your jurisdiction, you release the Company (and the Company's officers, directors, agents, investors, subsidiaries, and employees) (collectively Releasees) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
(f) Regulatory and Compliance Suspensions or Terminations
We may suspend or terminate your access to the Service at any time as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any Developer. Such suspension or termination shall not be a breach of these Terms by the Company. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Service.
5. Links to Third Party Websites or Resources
The Services may be integrated into or contain links to third-party services, applications, software tools, generative AI tools, websites or resources (collectively, Third Party Services). In some cases, access to these Third Party Services requires that you navigate away from the Services, and in other cases, you can access the functionality of Third Party Services with a native frontend software link within the Services. We provide access to these Third Party Services only as a convenience, do not have control over their use, content, functionalities, security or any other aspects of their offerings, and do not recommend, warrant or endorse, and are not responsible for the availability, security, functionality, or legitimacy of, the Third Party Services including without limitation, their content, assets, products or services on or available from those Third Party Services (including any related websites or resources or links displayed in connection with such Third Party Services). You are solely responsible for any fees, costs, or other charges associated with accessing Third Party Services. We make no warranties or representations, express or implied, about such linked Third Party Services, the third parties they are owned and operated by the suitability of their products or services, or the assets they make accessible. We are not obligated to monitor, modify, or otherwise act on or in connection with the Third Party Services. You acknowledge sole responsibility for and assume all risk arising from, your use of any Third Party Services, third-party websites, applications or resources. Company and its affiliates shall not bear any liability, whatsoever, for any damage caused by any Third Party Services. You should use care when engaging with any Third Party Services or otherwise providing any third-parties and we encourage you to review the terms and conditions of any site or application prior to engaging with it .
6. The Company's Intellectual Property
We may make available through the Service content that is subject to intellectual property rights. We retain all rights to that content.
7. Feedback
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Service (Feedback). If you choose to submit Feedback, you agree that we are free to use it (and permit others to use it) without any restriction or compensation to you.
8. Payments and Subscriptions
Company requires payment of a fee for use of the Services (or certain portions thereof) and you agree to pay such fees. A monthly subscription is available for specific output limits. Limits will be published and communicated.
(a) General
Whether you make a One-Time Payment or purchase a Subscription (each, a Transaction), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, Payment Information). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
(b) Subscriptions
If you purchase a Subscription, you will be charged the monthly or annual Subscription fee, plus any applicable taxes, and other charges (Subscription Fee), at the beginning of your Subscription and each month or year thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE COMPANY TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you on the cadence of Subscription you have selected, using the Payment Information you have provided, until you cancel your Subscription. As required in accordance with applicable law, Company will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Company. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
(c) Cancelling One-Time Payment or Subscription
All sales are final. EXCEPT AS MAY BE PROVIDED BY COMPANY IN ITS SOLE DISCRETION, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME. BUT IF SOMETHING UNEXPECTED HAPPENS IN THE COURSE OF COMPLETING A TRANSACTION, WE RESERVE THE RIGHT TO CANCEL YOUR TRANSACTION FOR ANY REASON; IF WE CANCEL YOUR TRANSACTION WE'LL REFUND ANY PAYMENT YOU HAVE ALREADY REMITTED TO US FOR SUCH TRANSACTION. WITHOUT LIMITING THE FOREGOING, YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME, BUT PLEASE NOTE THAT SUCH CANCELLATION WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT SUBSCRIPTION PERIOD. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. TO CANCEL, YOU CAN SEND AN EMAIL TO [EMAIL]. YOU WILL BE RESPONSIBLE FOR ALL SUBSCRIPTION FEES (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED FOR THE THEN-CURRENT SUBSCRIPTION PERIOD. IF YOU CANCEL, YOUR RIGHT TO USE THE SERVICES WILL CONTINUE UNTIL THE END OF YOUR THEN CURRENT SUBSCRIPTION PERIOD AND WILL THEN TERMINATE WITHOUT FURTHER CHARGES.
9. General Prohibitions and the Company's Enforcement Rights
You agree not to do any of the following:
(a) Post, upload, publish, submit, import, or transmit any User Content, that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances ;
(b) Use the generative artificial intelligence features or any resultant output in a manner that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable national, federal, state, local or international law or regulation or would give rise to civil liability; (iii) generates or disseminates fraudulent, verifiably false, misleading or deceptive information and/or content with the purpose of harming others; (iv) is defamatory, disparaging, harassing, threatening, obscene, pornographic, vulgar or offensive; (v) is intended to or has the effect of discriminating against or harming individuals or groups based on online or offline social behavior, known or predicted personal or personality characteristics, or legally protected characteristics or categories; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) is for the purpose of exploiting, harming or attempting to exploit or harm minors in any way; (viii) exploits any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm; (ix) promotes illegal or harmful activities or substances; (x) generates or disseminates personal identifiable information that can be used to harm an individual; (xi) is for fully automated decision making that adversely impacts an individual's legal rights or otherwise creates or modifies a binding, enforceable obligation; (xii) provides medical advice, medical results interpretation, financial advice or legal advice or opinion; (xiii) generates campaign materials in high volumes or (xiv) generates or disseminates information to be used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime (e.g., by text profiling, drawing causal relationships between assertions made in documents, or indiscriminate and arbitrarily targeted use) ;
(c) Access, tamper with, or use non-public areas of the Service, the Company's computer systems, or the technical delivery systems of the Company's providers;
(d) Attempt to probe, scan or test the vulnerability of any Company system or network or breach any security or authentication measures;
(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company or any of the Company's providers or any other third party (including another user) to protect the Service;
(f) Attempt to access or search the Service or download content from the Service using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by the Company or other generally available third-party web browsers;
(g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(h) Use any meta tags or other hidden text or metadata utilizing Company trademark, logo URL or product name without the Company's express written consent;
(i) Use the Service, or any portion thereof, in any manner not permitted by these Terms;
(j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
(k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service;
(l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
(m) Collect or store any personally identifiable information from the Service from other users of the Service without their express permission;
(n) Impersonate or misrepresent your affiliation with any person or entity;
(o) Violate any applicable law or regulation; or
(p) Encourage or enable any other individual to do any of the foregoing.
The Company is not obligated to monitor access to or use of the Service or to review or edit any content. However, we have the right to do so for the purpose of operating the Service, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including any User Content or Third Party Services, at any time and without notice, including, but not limited to, if a service or content is discontinued or if we, at our sole discretion, consider it objectionable or in violation of these Terms. If we have a reasonable belief that you have created multiple accounts or have associated the same digital asset wallet to multiple accounts, we reserve the right to disable your access to the Service. If you believe we have erroneously disabled your access, you may contact us at [email protected]. We have the right to investigate violations of these Terms or conduct that affects the Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
10. Developer Terms
If you are a Developer, you agree to the additional terms:
(a) Developer AI Content
As between the Company and Developer, Developer shall continue to exclusively own all right, title and interest, or have the licensed rights, in and to the AI and all intellectual property rights in the foregoing (collectively, the Developer AI Content). Notwithstanding the foregoing, Developer grants to the Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up license, with the right to sublicense through multiple tiers, to use Developer AI Content for the purpose of performing the Company's obligations under these Terms, including hosting the Developer AI Content and marketing or promoting the Service.
(b) Developer Obligations
Developer is responsible for obtaining all rights to the Developer AI Content in connection with the use thereof by the Company and users of the Service as contemplated in these Terms, including but not limited to: (i) clearing and obtaining any rights in connection with the Developer AI Content; (ii) acquiring any services or materials needed in connection with Developer AI Content and benefits offered to users of the Service; and (iii) the costs and compliance for the benefits. Developer will provide the Company all Developer AI Content in accordance with any specifications as may be mutually agreed upon between Developer and the Company in writing.
(c) Developer Warranties
Developer represents and warrants that (i) Developer has the full right, power and authority to grant the rights granted or agreed to be granted hereunder, including but not limited to, fully cleared permissions, consents, rights and licenses to the Developer AI Content in these Terms; (ii) the deployment and sharing of the Developer AI Content, as contemplated by these Terms, comply with all, and do not and will not violate any, applicable law, statute, rule, or regulation, will perform in accordance with the intended specifications and without material error, and will be delivered free and clear of any claims, liens or rights of third parties; (iii) the Developer AI Content and the Company's use thereof in accordance with these Terms does not and will not infringe any intellectual property rights of any third party or any right of privacy or publicity, or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any third party; (iv) Developer will fulfill its obligations under any terms with a user of the Service, as applicable; and (v) any advertising or promotion of the Developer AI Content by Developer or on Developer's behalf will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws and will not suggest a likely increase in value of any asset offered through the AI.
11. Taxes
You are solely responsible for all costs incurred by you in using the Service and determining, collecting, reporting and paying all applicable Taxes. As used herein, Taxes means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes. We reserve the right to report any activity occurring using the Service to relevant tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to the Service. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Service.
12. No Fiduciary Duties
The Service is not intended to, and does not, create or impose any fiduciary duties on the Company. To the fullest extent permitted by law, any user of the Service acknowledges and agrees that the Company owes no fiduciary duties or liabilities to it or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. Any user of the Service further agrees that the only duties and obligations that the Company may owe are those set out expressly herein.
13. Copyright Policy
The Company respects copyright law and expects its users to do the same. It is the Company's policy to terminate access in appropriate circumstances for account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
14. Termination
We may suspend or terminate your access to and use of the Service, including suspending access to your account, at our sole discretion, at any time and without notice to you. You may cancel your access at any time by sending us an email at [email protected]. Upon any termination, discontinuation or cancellation of the Service or your access to the Service, the following Sections, and such other provisions that by their nature are intended to survive, will survive: 4(e), 6, 7, 8 (for any outstanding payments), 9, 10, 11, 12, 14, 15, 16, 17, 18, 19, and 20.
15. Warranty Disclaimers
THE SERVICES ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICE. FURTHER, WE MAKE NO REPRESENTATIONS OR WARRANTIES: (I) REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY OUTPUTS OR ANY OTHER INFORMATION OR CONTENT CONTAINED WITHIN OR MADE AVAILABLE BY THE SERVICES OR THIRD PARTY SERVICES; (II) THAT ANY OUTPUTS OR OTHER ASPECTS OF THE SERVICES OR THIRD PARTY SERVICES (A) ARE NOT FALSE, MISLEADING, OR INACCURATE, OR (B) DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR ANY OTHER APPLICABLE LAW; AND (III) THE OUTPUTS WILL BE UNIQUE.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES USE EXPERIMENTAL TECHNOLOGY LIKE GENERATIVE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ALGORITHMS, AND MAY SOMETIMES PROVIDE INACCURATE OR OFFENSIVE CONTENT THAT DOESN'T REPRESENT OUR VIEWS. ACCORDINGLY, WE DO NOT MAKE ANY WARRANTIES REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE OUTPUT GENERATED FROM THE SERVICES OR THIRD PARTY SERVICES, INCLUDING ANY INFORMATION OR CONTENT THEREIN. YOU FURTHER ACKNOWLEDGE THAT ANY OUTPUT DERIVED FROM THE SERVICES OR THIRD PARTY SERVICES ARE GENERATED BY GENERATIVE ARTIFICIAL INTELLIGENCE TOOLS AND MAY NOT BE PROTECTABLE UNDER APPLICABLE INTELLECTUAL PROPERTY LAWS, AND COMPANY HEREBY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE OWNERSHIP OR PROTECTABILITY OF, OR APPLICABILITY OF INTELLECTUAL PROPERTY RIGHTS TO, SUCH OUTPUT. YOUR USE AND RELIANCE OF THE OUTPUT IS AT YOUR OWN RISK, AND COMPANY IS NOT LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM THE USE OF OR RELIANCE ON THE SERVICES OR DEVELOPER AI CONTENT. DO NOT RELY ON THE SERVICES OR ANY CONTENT PROVIDED VIA THE FUNCTIONALITY OF THE SERVICES, INCLUDING ANY DEVELOPER AI CONTENT, FOR PROFESSIONAL ADVICE. ANY CONTENT REGARDING THOSE TOPICS IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL.
16. Indemnity
You will indemnify and hold the Company and its officers, directors, employees and agents harmless from and against any claims, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the AI, (b) any content, including any User Content or AI, that you post, deploy or otherwise make available through the Service, or (c) your violation of these Terms.
17. Limitation of Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) SPECIFICALLY, THE COMPANY SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM THE OUTCOME OR OUTPUT OF AI PRODUCTS AND SERVICES.
(c) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED, AS APPLICABLE, THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE COMPANY FOR USE OF THE SERVICES OR, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE COMPANY, ONE HUNDRED DOLLARS ($100).
(d) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
18. Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined below) that you and the Company are not required to arbitrate will be the courts located in New Castle County, Delaware, and you and the Company each waive any objection to jurisdiction and venue in such courts.
19. Dispute Resolution
(a) Mandatory Arbitration of Disputes
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Service (collectively, Disputes) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and the Company agree that the law of the State of Delaware governs the interpretation and enforcement of these Terms, and that you and the Company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions
As limited exceptions to Section 19(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules
The arbitration will be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (the AAA Rules) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won't seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we'll pay all of our attorneys' fees and costs and won't seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief
Except as provided in Section 19(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver
YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g) Severability
With the exception of any of the provisions in Section 19(f) (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
20. General Terms
(a) Reservation of Rights
The Company and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
(b) Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Service, and these Terms supersede and replace all prior oral or written understandings or agreements between the Company and you regarding the Service. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without the Company's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c) Notices
Any notices or other communications provided by the Company under these Terms will be given: (i) via email; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d) Waiver of Rights
The Company's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
21. Contact Information
If you have any questions about these Terms or the Service, please contact the Company at [email protected]