Terms of Service
Effective Date: April 5, 2026 | Last Updated: April 5, 2026
1. Definitions and Interpretation
1.1 Definitions
For the purposes of this Agreement and all incorporated schedules, appendices, and addenda hereto, the following capitalized terms shall have the meanings ascribed to them below, unless the context otherwise requires or unless otherwise defined elsewhere in this Agreement:
- "Agreement" means these Terms of Service, together with the Privacy Policy, all order forms, service level descriptions, acceptable use policies, and any other documents expressly incorporated herein by reference, as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the provisions hereof.
- "Authorized User" means any natural person who has been granted access credentials to the Service by or on behalf of the Subscriber and who has accepted this Agreement, whether by affirmative click-through acceptance, continued use of the Service following notice of updated terms, or by other legally cognizable means of assent.
- "Company," "we," "us," or "our" refers collectively and severally to Argonis AI, LLC, a limited liability company organized and existing under the laws of the State of Oklahoma, United States of America, together with its successors, assigns, subsidiaries, parent entities, and affiliated entities.
- "Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by either party to the other, whether orally, in writing, electronically, or by inspection, including without limitation trade secrets, algorithms, source code, object code, software architectures, system configurations, data models, business plans, financial information, customer lists, pricing methodologies, and technical specifications, but excluding information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction prior to disclosure; (c) is independently developed without use of or reference to Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.
- "Content" means any and all text, data, information, images, graphics, audio, video, code, software, files, documents, and other materials, in any format or medium, whether now known or hereafter devised.
- "Generated Output" means any Content that is produced, created, synthesized, or otherwise generated by or through the Service's artificial intelligence, machine learning, or natural language processing capabilities in response to, or as a consequence of, User Input.
- "Intellectual Property Rights" means all patents, patent applications, copyrights, moral rights, trademark rights, trade dress rights, trade secret rights, database rights, rights of publicity, rights of privacy, and all other intellectual and industrial property rights of any kind or nature, whether registered or unregistered, and all applications, renewals, extensions, continuations, divisions, reissues, and restorations thereof, now or hereafter in force and effect, worldwide.
- "Service" means the Argonis AI platform, including without limitation all web-based applications, application programming interfaces (APIs), mobile applications, browser extensions, server-side infrastructure, client-side software, and all related documentation, updates, upgrades, modifications, enhancements, derivative works, and successor products or services made available by the Company.
- "Subscription Plan" means the tier of Service access selected by the Subscriber, as more particularly described in Section 4, including but not limited to the Cipher, Aegis, and Atlas tiers, each of which carries distinct feature entitlements, usage limitations, and pricing terms.
- "User Input" means any Content that an Authorized User submits, uploads, transmits, or otherwise makes available to or through the Service, including without limitation prompts, queries, instructions, files, images, documents, code snippets, data sets, and any metadata associated therewith.
1.2 Interpretation
In this Agreement, unless the context otherwise requires: (a) references to "Sections" are to sections of this Agreement; (b) the words "include," "includes," and "including" shall be deemed to be followed by "without limitation"; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words in the singular include the plural and vice versa; (e) any reference to a statute, regulation, or law includes all amendments, consolidations, replacements, and re-enactments thereof; (f) headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (g) where a word or phrase is defined, other grammatical forms of that word or phrase shall have a corresponding meaning; and (h) references to "writing" or "written" include any mode of reproducing words in a legible and non-transitory form, including electronic transmission.
IMPORTANT NOTICE: BY CREATING AN ACCOUNT, ACCESSING, BROWSING, OR OTHERWISE UTILIZING THE SERVICE IN ANY MANNER WHATSOEVER, YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT AND THE
PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE IN ITS ENTIRETY. IF YOU DO NOT AGREE TO EACH AND EVERY PROVISION OF THIS AGREEMENT, YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING OR USING THE SERVICE AND MUST IMMEDIATELY DISCONTINUE ALL USE THEREOF.
2. Eligibility; Capacity to Contract
Access to and use of the Service is strictly limited to natural persons who have attained the age of thirteen (13) years. Any individual between the ages of thirteen (13) and eighteen (18) (or the age of legal majority in the applicable jurisdiction, whichever is greater) may access or use the Service only with the prior, informed, and verifiable consent of a parent or legal guardian who: (i) has reviewed this Agreement in its entirety; (ii) agrees to be jointly and severally bound by all terms and conditions contained herein; and (iii) assumes full legal and financial responsibility for the minor's use of the Service, including without limitation any liabilities, damages, or obligations arising therefrom. By accessing the Service, you represent, warrant, and covenant that: (a) you possess the legal capacity, authority, and right to enter into and be bound by this Agreement; (b) you meet all eligibility requirements set forth herein; (c) you are not located in, under the control of, or a national or resident of any country to which the United States has imposed an embargo or that has been designated by the United States Government as a "terrorist supporting" country; and (d) you are not listed on any United States Government list of prohibited or restricted parties, including without limitation the Specially Designated Nationals List maintained by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.
3. Account Registration and Security
To access certain features of the Service, you must complete the registration process by providing a valid electronic mail address and creating a secure password meeting the Company's then-current minimum security requirements. You hereby represent and warrant that all information provided during the registration process is truthful, accurate, current, and complete, and you agree to maintain and promptly update such information to ensure its continued accuracy. You shall be solely and exclusively responsible for: (a) safeguarding the confidentiality and security of your account credentials, including but not limited to your password, authentication tokens, session identifiers, and any multi-factor authentication mechanisms; (b) all activities, transactions, and communications that occur under or through your account, regardless of whether such activities were authorized by you; and (c) immediately notifying the Company in writing of any unauthorized access to, use of, or compromise of your account or credentials. The Company shall not be liable, and you shall hold the Company harmless, for any loss, damage, or liability arising from your failure to comply with this Section. The Company reserves the unilateral and absolute right to suspend, disable, or permanently terminate any account that the Company reasonably believes, in its sole and unfettered discretion, has been compromised, is being used in violation of this Agreement, or poses a risk to the security or integrity of the Service or other Authorized Users.
4. Service Description and Subscription Plans
4.1 Service Features
The Service comprises, without limitation, the following functional modules and capabilities, each of which may be subject to availability restrictions, usage limitations, rate limiting, and feature gating based upon the Subscriber's then-current Subscription Plan:
- Conversational Artificial Intelligence Interface: A natural language processing system enabling real-time, multi-turn conversational interactions for the purposes of information retrieval, analytical reasoning, content synthesis, and general-purpose question answering.
- Automated Code Generation and Analysis Engine: A machine learning-powered code authoring, debugging, refactoring, and explanatory subsystem capable of processing, interpreting, and generating source code across multiple programming languages, frameworks, and paradigms.
- Autonomous Agent Framework: A configurable, multi-step task execution environment enabling the creation, deployment, and management of specialized artificial intelligence agents with access to designated toolsets, external data sources, and workflow automation capabilities.
- Market Intelligence and Analytics Platform: An automated market data aggregation, scanning, scoring, and report generation system producing structured analytical outputs including, without limitation, sector analyses, volatility assessments, and risk-adjusted scoring matrices.
- Generative Image Synthesis: A text-to-image generation system utilizing diffusion-based neural network architectures to produce visual Content based on natural language descriptions provided by the Authorized User.
- Third-Party Service Integrations: Optional bidirectional data connectors enabling authenticated access to external platforms, services, and application programming interfaces, subject to the respective terms of service and privacy policies of such third-party providers.
The Company reserves the unrestricted right to modify, augment, deprecate, replace, or discontinue any feature, module, or component of the Service at any time, with or without prior notice, except as expressly provided in Section 13 with respect to material functionality reductions affecting paid Subscribers.
4.2 Subscription Tiers
- Cipher (No-Cost Tier): Entitles the Authorized User to a maximum of three (3) artificial intelligence interactions per calendar day (measured from 00:00:00 UTC to 23:59:59 UTC), limited to basic conversational interface functionality. The Cipher tier expressly excludes access to: autonomous agent creation or management; generative image synthesis; automated code generation; market intelligence reporting; priority processing queues; and premium third-party integrations. No financial consideration is required for the Cipher tier; however, the Company reserves the right to modify, restrict, or discontinue the no-cost offering at any time without notice or obligation.
- Aegis (Standard Subscription — $14.99 USD per calendar month): Entitles the Authorized User to unlimited artificial intelligence interactions (subject to reasonable fair use limitations and anti-abuse rate limiting at the Company's sole discretion), creation and management of up to one (1) custom autonomous agent, and the ability to configure custom system-level instructions. The Aegis tier expressly excludes access to: generative image synthesis; automated code generation; market intelligence reporting; and advanced third-party integrations beyond the basic connector set. New Subscribers to the Aegis tier are eligible for a one-time introductory trial period of fourteen (14) consecutive calendar days at no charge, commencing on the date of initial subscription activation, after which the standard monthly fee shall be automatically assessed.
- Atlas (Premium Subscription — $29.99 USD per calendar month): Entitles the Authorized User to the full and complete suite of Service capabilities, including without limitation: unlimited artificial intelligence interactions; creation and management of up to twenty (20) custom autonomous agents; generative image synthesis; automated code generation and analysis; market intelligence report generation; priority response processing; and unrestricted access to all available third-party service connectors. New Subscribers to the Atlas tier are eligible for a one-time introductory trial period of fourteen (14) consecutive calendar days at no charge, commencing on the date of initial subscription activation, after which the standard monthly fee shall be automatically assessed.
4.3 Billing, Payment Processing, and Financial Terms
All paid Subscription Plans are billed on a recurring monthly cycle through the Company's designated third-party payment processing infrastructure. All fees, charges, and amounts payable hereunder are denominated in United States Dollars (USD) unless expressly stated otherwise in writing. By selecting a paid Subscription Plan, you hereby irrevocably authorize the Company and its designated payment processor to automatically charge your designated payment instrument on a recurring monthly basis in the amount corresponding to your then-current Subscription Plan, plus any applicable taxes, surcharges, or governmental levies. The Company reserves the right to modify pricing for any Subscription Plan upon not less than thirty (30) calendar days' prior written notice to existing Subscribers, which notice may be delivered via electronic mail to the address associated with the Subscriber's account or through a conspicuous notice within the Service interface. Any price modification shall become effective as of the next billing cycle following the expiration of the thirty (30) day notice period. Continued use of the Service after a price change takes effect constitutes acceptance of the modified pricing.
4.4 Cancellation, Termination of Subscription, and Refund Policy
You may cancel your paid Subscription Plan at any time by accessing the account management functionality within the Service or through the customer billing portal maintained by the Company's payment processing provider. Upon cancellation: (a) your subscription shall remain active and you shall continue to have access to all features associated with your then-current Subscription Plan through the end of the current billing period for which payment has already been assessed; (b) no prorated or partial refunds shall be issued for any unused portion of a billing period, except to the extent required by mandatory provisions of applicable law that cannot be waived by contract; (c) upon expiration of the current billing period, your account shall automatically revert to the Cipher (no-cost) tier with its attendant feature limitations; and (d) any data, configurations, agents, or other Content associated with paid-tier features may become inaccessible, though the Company shall make reasonable efforts to preserve such data for a period of not less than thirty (30) days following downgrade. Cancellation during an active introductory trial period shall result in no charges being assessed to the Subscriber's payment instrument.
5. Acceptable Use Policy and Prohibited Conduct
As a material condition of your access to and use of the Service, you hereby covenant, represent, and warrant that you shall not, directly or indirectly, and shall not authorize, permit, facilitate, or encourage any third party to:
- Use the Service to generate, create, store, transmit, distribute, publish, display, or otherwise disseminate any Content that is unlawful, tortious, defamatory, libelous, slanderous, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable as determined by the Company in its sole and absolute discretion;
- Generate, solicit, or distribute any Content that sexually exploits, endangers, abuses, or depicts minors in any manner, including without limitation any Content that constitutes or facilitates child sexual abuse material (CSAM) as defined under 18 U.S.C. § 2256 and applicable state and international laws;
- Circumvent, disable, interfere with, bypass, or otherwise attempt to defeat any security-related features, access controls, usage limitations, rate limiting mechanisms, authentication protocols, digital rights management systems, or other technological measures implemented by the Company to protect the Service, its infrastructure, or its users;
- Decompile, disassemble, reverse engineer, reverse compile, or otherwise attempt to derive, reconstruct, or discover the source code, object code, underlying algorithms, data structures, proprietary methodologies, or trade secrets embodied in or utilized by any portion of the Service, except to the limited extent that such restriction is expressly prohibited by applicable mandatory statutory law (including, without limitation, Article 6 of Directive 2009/24/EC of the European Parliament);
- Introduce, upload, transmit, or otherwise cause to be present on, within, or in connection with the Service any virus, worm, Trojan horse, ransomware, spyware, adware, keylogger, rootkit, backdoor, logic bomb, time bomb, or any other malicious, destructive, or harmful code, script, agent, or program;
- Transmit unsolicited bulk electronic messages, commercial solicitations, chain letters, pyramid schemes, or any form of "spam" or "phishing" communications through or in connection with the Service;
- Impersonate, misrepresent, or falsely claim an affiliation with any natural person, legal entity, governmental authority, or other organization, or create a false identity or misleading attribution for the purpose of deceiving others;
- Employ any automated system, including without limitation robots, spiders, crawlers, scrapers, data mining tools, or offline readers, to access the Service in a manner that transmits more requests to the Service's servers in a given period than a human could reasonably produce in the same period using a conventional web browser, except pursuant to a separate written agreement with the Company;
- Use the Service in any manner that violates or could reasonably be expected to violate any applicable local, state, provincial, national, or international law, statute, ordinance, regulation, directive, treaty, or governmental order, including without limitation laws governing export control, data protection, consumer protection, unfair competition, anti-discrimination, and anti-corruption;
- Use the Service to generate Content that infringes upon, misappropriates, dilutes, or otherwise violates the Intellectual Property Rights, rights of publicity, rights of privacy, or other proprietary rights of any third party;
- Engage in any activity that imposes, or may reasonably be expected to impose, an unreasonable or disproportionately large burden on the Service's infrastructure, including but not limited to denial-of-service attacks, flooding, mailbombing, or crash attempts;
- Attempt to probe, scan, test, or assess the vulnerability of the Service or any associated system or network, or to breach any security or authentication measures, without the prior express written authorization of the Company;
- Sublicense, resell, time-share, or otherwise make available the Service or any component thereof to any third party, whether for direct or indirect commercial advantage, except as expressly permitted in writing by the Company.
Any violation or suspected violation of this Acceptable Use Policy shall entitle the Company, without prejudice to any other remedies available at law or in equity, to immediately and without prior notice suspend, restrict, or permanently terminate the offending Authorized User's access to the Service and to pursue all available legal remedies. No refund, credit, or compensation of any kind shall be owed to any Authorized User whose access is terminated pursuant to this Section.
6. Artificial Intelligence Generated Content; Disclaimers and Limitations
6.1 No Representation of Accuracy, Completeness, or Fitness
All Generated Output produced by or through the Service is provided strictly on an "AS IS" and "AS AVAILABLE" basis, without any representation, warranty, guaranty, or assurance of any kind, whether express, implied, statutory, or otherwise. The Company makes no representation or warranty, and expressly disclaims any and all liability with respect to, the accuracy, completeness, correctness, reliability, timeliness, quality, suitability, fitness for any particular purpose, non-infringement, or merchantability of any Generated Output. Generated Output may contain factual errors, logical inconsistencies, statistical inaccuracies, fabricated citations or references, anachronistic information, biased perspectives, hallucinated data points, or other deficiencies. The Company does not undertake, and shall have no obligation, to verify, validate, fact-check, peer-review, or otherwise confirm the accuracy or veracity of any Generated Output.
6.2 Exclusion of Professional, Legal, Medical, and Financial Advice
Generated Output does not constitute, and shall not be construed, interpreted, or relied upon as, professional advice of any kind or nature, including without limitation: legal advice or legal opinions; medical, health, or clinical advice or diagnoses; financial, investment, securities, or tax advice or recommendations; accounting, auditing, or actuarial advice; engineering, architectural, or scientific advice; psychological, psychiatric, or therapeutic advice or treatment; or any other form of professional guidance for which licensure, certification, accreditation, or specialized training is customarily required by applicable law or professional standards. Any reliance upon Generated Output in lieu of consultation with a duly qualified and licensed professional in the relevant field is undertaken solely and entirely at your own risk, and the Company shall bear no responsibility or liability whatsoever for any consequences arising from such reliance.
6.3 Assumption of Risk by Authorized User
You hereby expressly acknowledge, agree, and accept that: (a) you bear sole and exclusive responsibility for evaluating, verifying, validating, and determining the appropriateness, accuracy, legality, and fitness of any Generated Output before using, relying upon, publishing, distributing, or otherwise acting upon such Content; (b) you voluntarily assume all risks, whether known or unknown, foreseeable or unforeseeable, associated with the use of, reliance upon, or dissemination of Generated Output; (c) the Company shall have no liability, obligation, or responsibility of any kind arising from or relating to your use of Generated Output; and (d) your decision to use or rely upon Generated Output constitutes an informed, voluntary, and uncoerced assumption of risk.
7. Intellectual Property Rights and Licensing
7.1 Ownership of User Input
As between the parties, you shall retain all right, title, and interest in and to your User Input, subject to the limited license granted herein. By submitting, uploading, transmitting, or otherwise making User Input available to or through the Service, you hereby grant to the Company a limited, non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable (solely to the Company's service providers and subprocessors to the extent necessary to provide the Service), transferable license to access, use, process, reproduce, store, cache, index, transmit, display, and create derivative works of your User Input solely for the purposes of: (a) providing, operating, maintaining, and improving the Service; (b) developing and training machine learning models and algorithms (provided that such training shall utilize only de-identified and aggregated data in accordance with the Privacy Policy); and (c) complying with applicable law or responding to valid legal process. This license shall survive termination of this Agreement solely to the extent necessary to complete the processing of User Input submitted prior to termination and to comply with applicable data retention obligations.
7.2 Generated Output Rights
Subject to your compliance with this Agreement and to the fullest extent permissible under applicable law, the Company hereby assigns and agrees to assign to you all right, title, and interest that the Company may hold in Generated Output created specifically in response to your User Input. Notwithstanding the foregoing, you expressly acknowledge and agree that: (a) identical or substantially similar Generated Output may be independently produced for other Authorized Users, and no exclusivity right is conferred; (b) the legal status of copyright and other Intellectual Property Rights in works generated by artificial intelligence remains unsettled in many jurisdictions, and the Company makes no representation or warranty that Generated Output is or will be eligible for copyright protection or other forms of intellectual property registration; (c) Generated Output may incorporate or be derived from pre-existing materials, publicly available information, or other sources over which neither party holds exclusive rights; and (d) your use of Generated Output remains subject to all other terms and conditions of this Agreement, including without limitation the Acceptable Use Policy.
7.3 Company Intellectual Property
The Service, including without limitation all software, code, algorithms, models, architectures, interfaces, designs, graphics, logos, trademarks, service marks, trade names, trade dress, documentation, and all other materials and components comprising the Service (collectively, "Company IP"), are and shall remain the sole and exclusive property of the Company and its licensors, protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws. This Agreement grants you no right, title, interest, or license in or to any Company IP, except for the limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service strictly in accordance with this Agreement during the term of your subscription. Any unauthorized use, reproduction, modification, distribution, display, performance, or exploitation of Company IP constitutes a material breach of this Agreement and may subject you to civil and criminal liability.
8. Confidentiality Obligations
Each party (as "Receiving Party") agrees that it shall: (a) hold in strict confidence all Confidential Information received from the other party (as "Disclosing Party"); (b) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and agents who have a bona fide need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein; (c) use Confidential Information solely for the purposes contemplated by this Agreement; and (d) exercise at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care. The obligations of this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.
9. Third-Party Services; External Integrations
The Service may facilitate, enable, or provide integrations, connections, hyperlinks, or interoperability with third-party platforms, services, applications, websites, and content providers (collectively, "Third-Party Services"). Such Third-Party Services are provided by independent entities over whom the Company exercises no control, ownership, or supervisory authority. Your access to, use of, or interaction with any Third-Party Services is governed exclusively by such third party's own terms of service, privacy policies, end-user license agreements, and other applicable legal instruments. The Company: (a) makes no representation, warranty, endorsement, or guaranty with respect to the availability, reliability, accuracy, quality, legality, or performance of any Third-Party Services; (b) disclaims all liability arising from or related to your use of Third-Party Services; (c) is not a party to any agreement between you and any third-party provider; and (d) shall not be responsible for any data, Content, products, or services provided by Third-Party Services, including any loss, damage, or unauthorized disclosure of your information by such providers.
10. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SERVICE, INCLUDING ALL CONTENT, FEATURES, FUNCTIONALITIES, SOFTWARE, AND GENERATED OUTPUT, IS PROVIDED STRICTLY ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. THE COMPANY, ON BEHALF OF ITSELF AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, SUBPROCESSORS, AND AFFILIATES, HEREBY EXPRESSLY AND UNEQUIVOCALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE; (C) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY CONTENT OR GENERATED OUTPUT; (D) WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED; AND (E) WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE MANDATORY LAW. IN SUCH JURISDICTIONS, THE COMPANY'S WARRANTIES SHALL BE LIMITED TO THE MINIMUM SCOPE AND DURATION PERMITTED BY LAW.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, SUBPROCESSORS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY: (I) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (II) LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, OR ANTICIPATED SAVINGS; (III) LOSS OF OR DAMAGE TO DATA, RECORDS, OR INFORMATION; (IV) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; (V) BUSINESS INTERRUPTION OR LOSS OF USE; (VI) PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR USE OF THE SERVICE; OR (VII) ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), BREACH OF WARRANTY, MISREPRESENTATION, BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE TOTAL CUMULATIVE, AGGREGATE LIABILITY OF ALL COMPANY PARTIES FOR ALL CLAIMS, ACTIONS, DEMANDS, CAUSES OF ACTION, AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR YOUR USE THEREOF, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMITATION. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY PROVIDED HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.
12. Indemnification and Hold Harmless
You hereby irrevocably and unconditionally agree to indemnify, defend (at the Company's election), and hold harmless the Company and each of its officers, directors, members, managers, employees, agents, licensors, suppliers, contractors, subprocessors, successors, and assigns (each, an "Indemnified Party") from and against any and all claims, demands, actions, causes of action, proceedings, investigations, suits, losses, liabilities, damages, costs, expenses, penalties, fines, judgments, settlements, and disbursements of any kind or nature (including without limitation reasonable attorneys' fees, expert witness fees, litigation costs, and costs of appeal) (collectively, "Losses") arising out of, resulting from, or in any way related to: (a) your access to, use of, or inability to use the Service; (b) any breach or alleged breach by you of any representation, warranty, covenant, or obligation under this Agreement; (c) your violation of any applicable law, regulation, rule, or governmental order; (d) your violation or infringement of any Intellectual Property Rights, privacy rights, publicity rights, or other proprietary rights of any third party; (e) any User Input submitted by you through the Service; (f) any dispute or claim between you and any third party arising from or related to your use of the Service; or (g) your negligence, willful misconduct, or fraud. The Company shall have the right, at its option and sole discretion, to assume exclusive control of the defense of any matter subject to indemnification by you, and you agree to cooperate fully with the Company in asserting any available defenses. Your indemnification obligations under this Section shall survive the termination or expiration of this Agreement.
13. Service Availability, Modification, and Discontinuation
- The Company shall use commercially reasonable efforts to maintain the availability and accessibility of the Service; however, the Company makes no guarantee, warranty, or commitment of any uptime percentage, availability level, or service level, and the Service may be subject to planned and unplanned downtime, interruptions, delays, and errors.
- The Company reserves the absolute and unilateral right to modify, update, enhance, augment, reduce, replace, suspend, or permanently discontinue any feature, module, component, or aspect of the Service at any time and for any reason or no reason, in its sole and unfettered discretion, without obligation to you or any third party.
- Notwithstanding the foregoing, the Company shall provide not less than thirty (30) calendar days' prior written notice to paid Subscribers before implementing any modification that materially and substantively reduces the core functionality available under such Subscriber's then-current Subscription Plan, during which notice period the Subscriber may cancel their subscription without penalty.
- Planned maintenance windows during which the Service may be partially or wholly unavailable shall be communicated to Authorized Users in advance when commercially practicable, but the Company shall have no liability for any failure to provide such advance notice.
14. Account Suspension and Termination
- You may terminate this Agreement and delete your account at any time by utilizing the account management functionality within the Service. Upon account deletion, your personal data shall be permanently and irreversibly removed from the Company's systems in accordance with the data retention and deletion provisions of the Privacy Policy, subject to the Company's right to retain certain data as required by applicable law, regulation, or valid legal process, or as necessary to enforce this Agreement, resolve disputes, or protect the Company's legitimate interests.
- The Company may, in its sole and absolute discretion, and without limitation of any other remedies available at law or in equity, immediately and without prior notice or opportunity to cure, suspend, restrict, deactivate, or permanently terminate your account and your right to access or use the Service, in whole or in part, for any reason or no reason, including without limitation: (i) violation or suspected violation of any provision of this Agreement; (ii) conduct that the Company reasonably believes is harmful, threatening, or disruptive to the Service, other Authorized Users, or third parties; (iii) engagement in fraudulent, deceptive, or illegal activity; (iv) extended periods of account inactivity; (v) failure to pay applicable subscription fees when due; or (vi) upon request by law enforcement or other governmental authority.
- Upon any termination or expiration of this Agreement, all rights and licenses granted to you hereunder shall immediately and automatically cease and terminate. The following Sections shall survive termination or expiration of this Agreement and continue in full force and effect indefinitely or for the periods specified therein: Sections 1 (Definitions), 6 (AI Generated Content), 7 (Intellectual Property), 8 (Confidentiality), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 15 (Dispute Resolution), 16 (Governing Law), and 17 (General Provisions).
15. Dispute Resolution; Mandatory Binding Arbitration
15.1 Informal Dispute Resolution Prerequisite
Prior to initiating any formal dispute resolution proceeding, whether in arbitration, court, or otherwise, you hereby agree and covenant that you shall first contact the Company at [email protected] and engage in a good-faith effort to resolve the dispute informally for a period of not less than sixty (60) calendar days from the date of initial written notice. The notice shall include: (a) your full legal name and account email address; (b) a detailed description of the nature of the dispute; (c) the specific relief sought; and (d) your signature (which may be electronic). Failure to comply with this informal dispute resolution prerequisite shall constitute a material breach of this Agreement and shall bar the non-complying party from commencing formal proceedings.
15.2 Binding Arbitration
If informal resolution does not result in a mutually satisfactory resolution within the period specified in Section 15.1, any dispute, controversy, claim, or cause of action arising out of, relating to, or in connection with this Agreement, the Service, or the relationship between you and the Company (including without limitation disputes regarding the existence, validity, interpretation, performance, breach, or termination of this Agreement and disputes regarding the arbitrability of any issue) shall be finally and exclusively resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its then-current Consumer Arbitration Rules and Mediation Procedures, as modified by this Agreement. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, shall govern the interpretation, enforcement, and proceedings pursuant to this arbitration clause. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules. The arbitration shall be conducted in the English language, and the juridical seat of arbitration shall be in Oklahoma County, Oklahoma, United States. The arbitrator shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including but not limited to any claim that all or part of this Agreement is void or voidable.
15.3 Class Action and Collective Proceeding Waiver
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO BRING, JOIN, PARTICIPATE IN, OR RECOVER THROUGH ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, COORDINATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. ALL DISPUTES AND CLAIMS SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR ADJUDICATE ON A CLASS-WIDE OR REPRESENTATIVE BASIS. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION (BUT NOT THE REMAINDER OF THIS AGREEMENT) SHALL BE NULL AND VOID.
15.4 Mass Arbitration Protocols
In the event that thirty (30) or more substantially similar arbitration demands are filed against the Company within a ninety (90) calendar day period (a "Mass Filing"), the parties agree that all such demands shall be subject to the AAA's then-current protocols for mass arbitration proceedings, including any bellwether or batch arbitration procedures established by the AAA. The Company and claimants' counsel (if any) shall cooperate in good faith to select an initial batch of claims for resolution, and the outcomes of such bellwether proceedings shall inform, but shall not be binding upon, the resolution of remaining claims.
15.5 Small Claims Court Exception
Notwithstanding the foregoing arbitration provisions, either party may bring an individual action in a court of competent jurisdiction that qualifies as a "small claims" court (or the jurisdictional equivalent thereof) for disputes and claims within the subject matter and monetary jurisdictional limits of such court, provided that such action is brought and maintained on an individual and non-representative basis.
16. Governing Law; Jurisdiction
This Agreement, and all claims, disputes, or causes of action arising out of or relating to this Agreement or the Service (including non-contractual claims), shall be governed by, and construed, interpreted, and enforced in accordance with, the internal substantive laws of the State of Oklahoma, United States of America, without giving effect to any choice of law or conflict of law rules, principles, or provisions (whether of the State of Oklahoma or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Oklahoma. To the extent that litigation is permissible under this Agreement (i.e., where the arbitration provision does not apply or has been waived), you hereby irrevocably and unconditionally: (a) submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Oklahoma County, Oklahoma; (b) waive any objection to such jurisdiction and venue, including without limitation any objection based on the doctrines of forum non conveniens, improper venue, or lack of personal jurisdiction; and (c) agree that service of process may be effected by any means permitted by applicable law.
17. General Provisions
- Entire Agreement: This Agreement, together with the Privacy Policy and all documents incorporated herein by reference, constitutes the complete, final, and exclusive statement of the agreement between you and the Company with respect to the subject matter hereof, and supersedes and merges all prior and contemporaneous agreements, representations, warranties, understandings, negotiations, discussions, and communications, whether oral or written, between the parties with respect to such subject matter.
- Severability: If any provision of this Agreement (or any portion thereof) is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, void, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent, or if such modification is not possible, shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect, unimpaired by such determination.
- Waiver: No failure or delay by the Company in exercising any right, power, privilege, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. Any waiver must be express and in writing to be effective, and such waiver shall not be deemed a waiver of any subsequent breach or default.
- Assignment: You may not assign, transfer, delegate, sublicense, or otherwise dispose of this Agreement or any of your rights or obligations hereunder, whether by operation of law, merger, change of control, or otherwise, without the prior express written consent of the Company. Any purported assignment in violation of this Section shall be null and void ab initio. The Company may freely assign, transfer, or delegate this Agreement and its rights and obligations hereunder, in whole or in part, without restriction and without your consent, including without limitation in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.
- Force Majeure: The Company shall not be liable for any failure or delay in the performance of any obligation under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond the Company's reasonable control, including without limitation: acts of God; natural disasters; epidemics; pandemics; fire; flood; earthquake; hurricane; tsunami; war; terrorism; riots; civil unrest; insurrections; embargoes; sanctions; government actions or orders; labor strikes or disputes; power outages; internet or telecommunications failures; distributed denial-of-service attacks; third-party service provider outages; supply chain disruptions; or any other event of similar nature or force (each, a "Force Majeure Event"). The Company shall use commercially reasonable efforts to mitigate the effects of any Force Majeure Event and to resume performance as soon as practicable.
- Notices: All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by confirmed electronic mail to the address associated with your account (for notices to you) or to [email protected] (for notices to the Company); or (c) three (3) business days after being sent by certified or registered mail, postage prepaid, return receipt requested.
- No Third-Party Beneficiaries: This Agreement is entered into solely for the benefit of you and the Company, and nothing in this Agreement, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement.
- Relationship of the Parties: The relationship between you and the Company is that of independent contracting parties. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.
- Electronic Signatures and Records: You acknowledge and agree that this Agreement and any amendments hereto may be executed and delivered by electronic means, and that your electronic acceptance of this Agreement (whether by click-through, browsewrap, or continued use) shall be legally binding and enforceable to the same extent as a handwritten signature, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. §§ 7001-7006, and the Uniform Electronic Transactions Act (UETA).
18. Modifications to This Agreement
The Company reserves the absolute and unilateral right to amend, modify, supplement, restate, or replace this Agreement, in whole or in part, at any time and from time to time, in its sole discretion. Material modifications (as determined by the Company in its reasonable judgment) shall be communicated to Authorized Users via electronic mail to the address associated with their account and/or by means of a conspicuous notice posted within the Service interface, not less than thirty (30) calendar days prior to the effective date of such modifications. Your continued access to or use of the Service after the effective date of any modification constitutes your irrevocable, binding, and unconditional acceptance of and agreement to the modified terms. If you do not agree to any modification, your sole and exclusive remedy is to cease all use of the Service and terminate your account prior to the effective date of such modification. It is your responsibility to review this Agreement periodically for changes. The "Last Updated" date at the top of this Agreement indicates the date of the most recent revision.
19. Contact Information
For all inquiries, notices, requests, complaints, or communications relating to this Agreement or the Service, please direct correspondence to: