1. Access and Registration.
You must be at least 18 years old to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf.
2. Usage Requirements.
(a) Service Access. You have a non-exclusive right to utilize the Services according to these Terms. Ensure compliance with these Terms and all relevant laws. Ownership and all associated rights to the Services remain with us and our affiliates, or any applicable third-party licensor/vendor.
(b) Restrictions on Use. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (iv) represent that output from the Services was human-generated when it is not; and/or (v), send us any personal information of children under 13 or the applicable age of digital consent. We reserve the right to deny service to any user or all users at any time.
(c) Third Party Services. Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
(a) Third Party Sites. The interactive chat function of the Service is provided by third party vendors (such as Chatbase (https://www.chatbase.co/) which is powered by OpenAI’s ChatGPT (https://chat.openai.com/). Any data transmitted through the interactive chat function of the Service may be transmitted to Chatbase and/or used by OpenAI to train large language models. Each third party site or vendor has their own terms of service which can be found on their websites. Provider transmits information to the third party sites or vendors, but does not control the Outputs (as defined below) or the training of the large language models powering the Services.
(b) Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” Owner may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law, these Terms, or any other Service Document. Notwithstanding anything to the contrary, you agree and acknowledge that Provider is not responsible for any Outputs.
(c) Use of Content. We may use Content from Services to help develop and improve our Services.
(d) Use of Language Models. This website uses a large language model provided by OpenAI’s ChatGPT (or others) to generate responses based on a dataset that is not controlled by the Provider. By using the Service, you acknowledge and accept that the Provider has only provided written instructions for the large language model, which it may or may not follow, and that Provider does not have control over the Outputs or the processing and interpretation of those instructions. Any Outputs created by the Service, are algorithmically derived and lack human judgement or oversight.
(e) Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. Use of the Services may in some situations result in incorrect or inaccurate Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output. By using the Service, you accept and acknowledge there may be inaccuracies in the Output and agree not to rely on any Output generated by the Service.
4. Confidentiality, Security and Data Protection
(a) Confidentiality. You may be given access to Confidential Information of the Provider, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. “Confidential Information” means nonpublic information that the Provider or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Provider and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Provider and provide details of the vulnerability or breach.
(c) Personal Data. Your Inputs shall not include “personal data” (as defined in the GDPR) nor any “Personal Information” as defined in the CCPA.
5. Term and Termination
(a) Termination; Suspension. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 4 (Confidentiality, Security and Data Protection), 7 (Dispute Resolution) or 8 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.
(b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. Notwithstanding anything to the contrary, the sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3, 4 and 6-8.
6. Indemnification; Disclaimer of Warranties; Limitations on Liability
(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.
(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7. Dispute Resolution
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
(a) MANDATORY ARBITRATION. You and Provider agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration, except that you have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by sending us a message that includes your name, company (if applicable), contact information and request at firstname.lastname@example.org within 30 days of agreeing to these arbitration terms or the relevant changes.
(b) Arbitration Forum. Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees; provided that, in the event Provider prevails, you agree to pay the Provider’s reasonable and documented expenses.
(c) Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Los Angeles, California or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, except a California court has the authority to determine (i) the scope, enforceability, and arbitrability of this Section 7, including the mass filing procedures below, and (ii) whether you have complied with the pre-arbitration requirements in this section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
(d) Exceptions. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.
(e) NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
(f) Severability. If any part of this Section 7 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow mass filing or class or representative arbitration, this Section 7 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.
8. General Terms
(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and Provider or any of Provider’s affiliates. Provider and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
(b) Use of Brands. You may not use Provider or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
(c) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.
(d) Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
(e) Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post.
(f) Waiver and Severability. If you do not comply with these Terms, and Provider does not take action right away, this does not mean Provider is giving up any of our rights. Except as provided in Section 7, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
(g) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.
(h) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to the Provider and its affiliates, and the Provider shall have the right to seek injunctive relief against you in addition to any other legal remedies.
(j) Jurisdiction, Venue and Choice of Law.These Terms will be governed by the laws of the State of California, excluding California’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Los Angeles County, California, USA.