Swarm Terms of Service
It's a good idea to read these Terms carefully before you use Unanimous A.I.’s Swarm® platform because this is a contract between you and Unanimous A.I., Inc. ("Unanimous A.I."). The Terms apply when you use the Unanimous A.I. Site, Services, or Documentation.
If you have questions about these terms of service, please email us at [email protected].
THESE TERMS OF SERVICE ("TERMS") CONSTITUTE A CONTRACT BETWEEN YOU AND UNANIMOUS A.I., INC. (“UNANIMOUS A.I.”) AND GOVERN THE USE OF AND ACCESS TO THE SERVICE AND SITE BY YOU, AS EITHER AN ACCOUNT OWNER AND/OR USER WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE OR A FREE TRIAL OF THE SERVICE.
By accepting these Terms, or by accessing or using the Service or Site, or authorizing or permitting an Account Owner or User to access or use the Service, You agree to be bound by these Terms.
If You are entering into these Terms on behalf of a company, organization, or another legal entity (an "Entity"), You are agreeing to these Terms for that Entity and representing to Unanimous A.I. that You have the authority to bind such Entity and its affiliates to these Terms, in which case the terms
"Account Owner," "Account Admin," "User," "You," "Your,"
or related capitalized terms herein shall refer to such Entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
The following terms have the following meanings:
means all Unanimous A.I. accounts created by or on behalf of Account Owner within the Service.
means an individual designated by an Account Owner who is granted the authority (i) to add, disable or remove Users and (ii) modify the profile of Users, in each case with respect to a specific Account controlled by the applicable Account Owner.
means Your Account Owner(s), Your Account Admin(s), and the User(s) of Your Account.
means an individual who opens an account with Unanimous A.I. and is responsible for payment of Subscription Charges. Account Owners and Account Admins may also be authorized to add and remove Users to their account.
means all information disclosed by You to Unanimous A.I. or by Unanimous A.I. to You which is in tangible form and may or may not be labeled "confidential" (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, Your Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; or (d) was or is independently developed by the receiving party without use of the disclosing party's Confidential Information.
means any written or electronic documentation, images, video, text, or sounds specifying the functionalities of the Service provided or made available by Unanimous A.I. to You and/or Your Account Group through the Site or otherwise.
means any Unanimous A.I. generated service order form executed or approved by You and/or Your Account Group with respect to Your subscription to the Service. The Form may detail, among other things, the number of Users authorized to use the Service under Your subscription to the Service and the Service Plan applicable to Your subscription to the Service.
means any person who has a guest user profile created for him or her and who temporarily uses the Service to participate in a Swarm Session to which they were invited. For purposes of clarification, a Guest User accesses the Site through the use of an entry code generated for such purpose, will not receive login credentials for the Site, and may not execute Forms on behalf of an Account Group.
means third party products, applications, services, software, products, networks, systems, directories, websites, databases, and information which the Service links to, or which You may connect to or enable in conjunction with the Service, including, without limitation, certain Other Services which may be integrated directly into Your Unanimous A.I. Service.
means the on-demand Unanimous A.I. Swarm Session-based artificial intelligence tools provided by Unanimous A.I. including, individually and collectively, Software and any Documentation. Any new or modified features added to or augmenting the Service or updates or enhancements to the Service ("
") are also subject to these Terms and We reserve the right to deploy Updates at any time.
means the service plan and the functionality and services associated therewith (as detailed on the Site) for which You and/or Account Group subscribe.
means the http://swarm.ai website.
means software provided by Unanimous A.I. (by access through the internet) that allows an Account Owner, Account Admin or User to use any functionality in connection with the Service.
means the period during which You have agreed to subscribe to the Service.
means Unanimous A.I.’s proprietary method of connecting people online in real-time systems on the Site.
means Unanimous A.I., Inc., a Delaware corporation or any of its successors or assignees. In these Terms, Unanimous A.I. may also be referred to through the use of "
" or "
means any person or entity who uses the Service, including Guest Users participating in a Swarm Session and Swarm Session moderators, or receiving access to Swarm Session analysis generated by the Service.
means all electronic data, text, messages, or other materials submitted to the Service by You and/or Your Account Group in connection with Your use of the Service, as well as the results of Your Swarm Sessions.
Use of our services is subject to this agreement ("user agreement" or "agreement") between Unanimous A.I., Inc. ("Unanimous", "we", "our", "us") and you, the Swarm.ai user. This agreement sets forth the terms of your use of our Swarm.ai website and services, including, without limitation, mobile applications, rooms and Swarm® Sessions (collectively, the "Service"). For purposes of this agreement, "Swarm Session" means our proprietary method of connecting people online in real-time systems on our Swarm.ai website. This agreement is a legal contract between you and us. You acknowledge that you have read, understood, and agree to be bound by the terms of this agreement. If you do not agree to this agreement, you should not use the Service. This user agreement is the entire agreement between you and us concerning the Service. It supersedes all prior or contemporaneous agreements between you and us. We may modify this user agreement at any time without notice. You agree to regularly review this page for changes, which will be binding on you.
GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICE
During the Subscription Term and subject to compliance by You and Your Account Group with these Terms, You have the limited right to access and use the Service consistent with the Service Plan You subscribe to for Your business purposes.
Our Service may allow Users to be designated by Account Owners and/or Account Admins, or allow Users to sign up for individual User profiles which can become associated with teams or organizations at a later time. Account Owners and/or Account Admins may also have the following rights: creating, de-provisioning, monitoring or modifying User profiles, and setting User usage permissions; and managing access to Your Data. Account Owners are responsible for understanding the settings and controls for the Service You use and You agree that our responsibilities do not extend to the internal management or administration of the Services for You. In addition, our Service may allow Users to invite other Users. If payment is required for Users to use or access a Service, then we are only required to provide the Service to those Users for whom Account Owners have paid the applicable fees, and only such Users are permitted to access and use the Service. The Service may allow Account Owners and Account Admins to designate different types of Users, in which case pricing and functionality may vary according to the type of User. Account Owners are responsible for compliance with these Terms by all Users, including for any payment obligations.
A high speed Internet connection is required for proper transmission of the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service, including, but not limited to, "browser" software that supports protocols used by Unanimous A.I., and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You or Your Account Group of any upgrades, fixes, or enhancements to any such software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated, or controlled by Unanimous A.I. We assume no responsibility for the reliability or performance of any connections as described in this section.
Our Service allows You to upload, submit, store, send and/or receive Swarm Session content. You retain ownership of any intellectual property rights that You hold in that content. In short, what belongs to You stays Yours. When You upload, submit, store, send or receive content to or through our Service, You give Unanimous A.I. (and those we work with) a worldwide license to do the following in each case for the purpose of providing the Services to You and Your Account Group: use, host, store, reproduce, modify, and create derivative works (such as those resulting from changes we make so that Your content works better with our Service), as well as to communicate, publish, perform, display and distribute such content to You and Your Account Group. Make sure You have the necessary rights to grant us this license for any content that You submit to our Service.
You agree not to:
(a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Service available to any third party, other than Your authorized Account Group in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (c) reproduce, modify, adapt or create derivative works of the Software; (d) falsely imply any sponsorship or association with Unanimous A.I.; (e) use the Service in any unlawful manner, including but not limited to violation of any person's privacy rights; (f) use the Service to send unsolicited messages; (g) use the Service to store or transmit files, materials, data, text, audio, video, images, or other content that infringes on any person's intellectual property rights; (h) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (i) attempt to decipher, decompile, reverse engineer, or otherwise discover the source code of any software making up the Service; (j) use the Service to knowingly post, transmit, upload, link to, send, or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Service to store or transmit any "protected health information" as that term is defined in 45 C.F.R. 160.103; (l) use the Service to gamble or to encourage others to gamble; (m) use the Service to knowingly post transmit, upload, link to, send, or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("
"); (n) try to use, or use the Service in violation of these Terms; (o) interfere with or otherwise circumvent mechanisms in the Service intended to limit Your use; (p) incorporate the Service into a product You provide to a third party; (q) use the Service for competitive analysis or to build competitive products; (r) use the Service for medical diagnosis or other healthcare-related purposes; (s) use the Service in connection with the evaluation, recommendation, and/or trading of securities (such as the shares of publicly-traded companies); (t) publicly disseminate information regarding the performance of the Service; or (u) encourage or assist any third party to do any of the foregoing.
You are responsible for compliance with the provisions of these Terms for any and all activities that occur under Your Account, as well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to collect, store, transmit, and otherwise process Your Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Your purposes. Subject to any limitation on the Service Plan for which You are subscribed, access to and use of the Service is restricted to the specified number of individual Account Owner(s), Account Admin(s) and/or User(s) permitted under Your subscription to the Service. You agree and acknowledge that each Account Owner, Account Admin and User (other than a Guest User) will be identified by a unique email address and password ("
") and that a Login may only be used by one (1) individual. For the avoidance of doubt, Guest Users do not have User profiles created for them that contain email addresses and accordingly, do not receive Logins. Neither Account Owners nor Users may share a Login among multiple individuals, and You agree to immediately notify us of any unauthorized use of which You become aware. You and each member of Your Account Group is responsible for maintaining the confidentiality of all Login information for Your Account.
In addition to Our rights as set forth in Section 7.4, Unanimous A.I. reserves the right, in Unanimous A.I.'s reasonable discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance to the Service; (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including, without limitation, distributed denial of service attacks; or (c) if We suspect or detect any Malicious Software connected to Your Account, or use of the Service by You or Your Account Group.
The Service is not directed at people under the age of 16, and the Service does not knowingly collect any personal information from such people. If You know that a user under the age of 16 is accessing the Service, please contact us at [email protected].
We are not responsible for any decisions You make based on something You see or participate in on our Service. You agree that You must evaluate, and bear all risks associated with the use of our Service, including, without limitation, any reliance on the accuracy, completeness or usefulness of any information on our Service. Our Service is not intended to provide financial or investing advice. We do not advise You to gamble based on information You see on our Service. You may not use our Service to gamble in jurisdictions where it is illegal. Neither We nor our licensors is responsible or liable for any information You see on our Service or how You use such information.
DATA PRIVACY AND SECURITY; CONFIDENTIALITY
Subject to the express permissions of these Terms, You and Unanimous A.I. will protect each other's Confidential Information from unauthorized use, access, or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, You and Unanimous A.I. may use each other's Confidential Information solely to exercise Your and Unanimous A.I.'s respective rights and perform Your and Unanimous A.I.'s respective obligations under these Terms.
Unanimous A.I. will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Your Data. These safeguards include encryption of Your Data in transmission to Other Services, unless those Other Services do not support encryption, in which event, You link to those Other Services at Your own risk. Our compliance with the provisions of this Section 3.2 shall be deemed compliance with Our obligations to protect Your Data as set forth in Section 3.1.
You agree that Unanimous A.I. and the service providers We use to assist in providing the Service to You shall have the right to access Your Account and Your Data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests. Any third party service providers given access to Your Account and Your Data will be subject to confidentiality obligations no less stringent than those set forth in Section 3.1.
We may identify You and Your Account Group as an Unanimous A.I. customer in our promotional materials. We will promptly stop doing so upon Your request sent to [email protected].
INTELLECTUAL PROPERTY RIGHTS
You and Unanimous A.I. shall maintain all rights, title and interest in and to all Your and Unanimous A.I.'s respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights (collectively, "
Intellectual Property Rights
"). The rights granted to You and Your Account Group to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service as expressly permitted herein, all rights, title, and interest in and to the Service and all software and other components of or used to provide the Service, including all related intellectual property rights, will remain with and belong exclusively to Unanimous A.I. Unanimous A.I. shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations, or other feedback We receive from You and/or Your Account Group.
Swarm®, Swarm AI®, and Swarm Insight®, as well as Unanimous A.I.'s other product and service names, and logos used or displayed on the Service are trademarks or registered trademarks of Unanimous A.I. (collectively, "
"), and You may only use such Marks to identify You as a subscriber to the Service. You shall not attempt to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Unanimous A.I., its services, or products.
You agree that You and/or Your Account Group has the right to submit any content You and/or Your Account Group post, and that such content does not violate the copyright, trademark, trade secret or any other personal or proprietary right of any other party.
THIRD PARTY SERVICES
If You decide to enable, access, or use Other Services, be advised that Your access and use of such Other Services is governed solely by the terms and conditions of such Other Services. We do not endorse, are not responsible or liable for, and make no representations or warranties as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data (including Your Data), or any interaction between You and the provider of such Other Services. You irrevocably waive any claim against Unanimous A.I. with respect to such Other Services. Unanimous A.I. is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes, or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, You or Your Account Group are expressly permitting Unanimous A.I. to disclose Your Login as well as Your Data as necessary to facilitate the use or enablement of such Other Service.
BILLING, PLAN MODIFICATIONS AND PAYMENTS
Unless otherwise indicated on a Form referencing these Terms and subject to Section 6.2, all charges associated with Your access to and use of the Service ("
") are due in full upon commencement of Your Subscription Term. If You or Your Account Owner (if applicable) fail to pay Your Subscription Charges or charges for other services indicated on any Form referencing these Terms within fifteen (15) business days of Our notice that payment is due or delinquent, or if You or Your Account Owner (if applicable) do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of the Service by You and Your Account Group.
If You or Your Account Group chooses to upgrade Your Service Plan or increase the number of authorized Account Owners and/or Users during Your Subscription Term (a "
"), any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of the then current Subscription Term, charged to Your Account, and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.
No refunds for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan, but You or Your Account Group may receive a credit. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You and Your Account Group under Your Account, and Unanimous A.I. does not accept any liability for such loss. Unanimous A.I. reserves the right to contact You and/or Your Account Group about special pricing if Your activities create excessive stress on the Service.
Our charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction (collectively "
"). You or Your Account Owner (if applicable) are responsible for paying Taxes except those assessable against Unanimous A.I. based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You or Your Account Owner (if applicable) agree to pay such Taxes if so invoiced.
To qualify for the Startup Pack billing plan, You must be able to verify that Your business entity is a technology or internet company that is less than four years old, with fewer than 50 employees, and less than $10 million in funding. You can be in the Startup Pack billing plan for a maximum of 12 months.
If You pay by credit card, the Service provides an interface for the Account Owner to change credit card information (e.g. upon card renewal). The Account Owner will receive a receipt upon each receipt of payment by Unanimous A.I., or they may obtain a receipt from within the Service to track subscription status. Unanimous A.I. uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for Unanimous A.I.
If You or Your Account Group has registered for a free trial of the Service, the provisions of this agreement will also govern that free trial. Such free trial period shall continue until the earlier of (a) the end of the free trial period for which You were registered to use the Service, or (b) the start date of any purchased Service ordered by You or Your Account Owner, or (c) termination by Unanimous A.I. in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into these Terms by reference and are legally binding.
CANCELLATION AND TERMINATION
Either You, Your Account Owner, Your Account Admin or Unanimous A.I. may elect to terminate Your Account and subscription to the Service as of the end of Your then current Subscription Term by providing notice at least 10 days prior to the end of such Subscription Term. Unless Your Account and subscription to the Service is so terminated, Your subscription to the Service will renew for a Subscription Term equivalent in length to the then-expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to such subscription to the Service for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan to which You have been subscribed as of the time such subsequent Subscription Term commences.
No refunds for Subscription Charges or other fees or payments will be provided to You or Your Account Group (as applicable) if Your subscription to the Service is terminated or canceled prior to the end of Your then-effective Subscription Term. Following the termination or cancellation of Your subscription to the Service and/or Account, We reserve the right to delete all Your Data in the normal course of operation. Your Data cannot be recovered once Your Account is terminated or cancelled.
If You, Your Account Owner or Your Account Admin (as applicable) terminate Your subscription to the Service, cancel Your Account prior to the end of Your Subscription Term, or We effect such termination or cancellation pursuant to Sections 2.5(c) or 7.4, in addition to other amounts You may owe Unanimous A.I., You and Your Account Owner (if applicable) must immediately pay any unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You or Your Account Owner in the event You terminate Your subscription to the Service or cancel Your Account as a result of a material breach of these Terms by Unanimous A.I., provided You provide advance notice of such breach to Unanimous A.I. and afford Unanimous A.I. not less than thirty (30) days to reasonably cure such breach.
Unanimous A.I. reserves the right to modify, suspend, or terminate the Service (or any part thereof), Your Account, and/or Your Account Owners', Account Admins’ or Users' rights to access and use the Service, and remove, disable, and discard any of Your Data if We believe that You and/or Your Account Group have violated these Terms. Unless legally prohibited from doing so, Unanimous A.I. will use commercially reasonable efforts to contact You or Your Account Owner (if applicable) directly via email to notify You when taking any of the foregoing actions. Unanimous A.I. shall not be liable to You, Your Account Owners, Account Admins or Users, or any other third party for any such modification, suspension, or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You and/or Your Account Group may be referred to law enforcement authorities at Our sole discretion.
You acknowledge that the Service is on-line, subscription-based software, and that in order to provide improved customer experience we may make changes to the Service, and we may update the applicable documentation accordingly. Subject to our obligation to provide the Service during the existing Subscription Term, we can discontinue any portion or feature of the Service for any reason at any time without liability to You or Your Account Group.
DISCLAIMER OF WARRANTIES
THE SITE AND THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. UNANIMOUS A.I. EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT UNANIMOUS A.I. DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM UNANIMOUS A.I. (INCLUDING, BUT NOT LIMITED TO, ITS EMPLOYEES) OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. IN ADDITION, YOU AGREE THAT UNANIMOUS IS NOT RESPONSIBLE FOR THE ACTIONS TAKEN OR NOT TAKEN BY ANY UNANIMOUS A.I. SWARM SESSION MODERATORS.
LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO AN INTENTIONAL BREACH OF CONFIDENTIALITY, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNT OWNERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, EXCEPT WITH RESPECT TO AN INTENTIONAL BREACH OF CONFIDENTIALITY OR WITH RESPECT TO INDEMNITY OBLIGATIONS UNDER SECTION 10, UNANIMOUS A.I.'S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICE, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. WITH RESPECT TO UNANIMOUS A.I.'S INDEMNITY OBLIGATIONS UNDER SECTION 10, UNANIMOUS A.I.'S AGGREGATE LIABILITY TO YOU AND YOUR ACCOUNT GROUP SHALL IN NO EVENT EXCEED THE GREATER OF THE FOLLOWING: (A) ONE MILLION DOLLARS, OR (B) FIVE TIMES THE SUBSCRIPTION CHARGES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9.2 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF UNANIMOUS A.I. WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. UNANIMOUS A.I. HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICE PROVIDED FOR IN THESE TERMS.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, UNANIMOUS A.I.'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Unanimous A.I. will defend You against any claim brought against You by a third party alleging that the Service, when used as authorized under these Terms, infringes a patent right granted in the United States or a United States copyright (a “Claim”), and Unanimous A.I. will indemnify You and hold You harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by us (including reasonable attorneys’ fees), provided that we have received from You: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim, all relevant evidence in Your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within Your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. If Your use of the Service is enjoined or is likely to be enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (x) procure the right for Your continued use of the Service in accordance with these Terms; (y) replace or modify the Service to make it non-infringing; or (z) if options (x) or (y) are not commercially and reasonably practicable as determined by Unanimous A.I., terminate Your subscription and Your Account Group’s subscription to the Service and repay You or Your Account Owner (if applicable), on a pro-rated basis, any Subscription Charges previously paid to Unanimous A.I. for the corresponding unused portion of Your Subscription Term. Our indemnification obligations above do not apply: (1) if the total aggregate fees we receive with respect to Your subscription to a Service in the twelve (12) month period immediately preceding the Claim is less than US$50,000; (2) if the Service is modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification; (3) if you are a Guest User; (4) if the Claim is caused by the combination, operation, or use of the Service with other hardware or software where the Service would not by itself be infringing; (5) to unauthorized use of Service; (6) to any Claim arising as a result of (i) Your Data or circumstances covered by Your indemnification obligations in Section 10.2 (Your Indemnity) or (ii) any third-party deliverables or components contained with the Service; or (7) if You settle or make any admissions with respect to a Claim without our prior written consent. THIS SECTION 10.1 STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE SERVICE OR OTHER ITEMS WE PROVIDE UNDER THESE TERMS.
You will indemnify, hold harmless, and defend Unanimous A.I. against any claim brought by a third party against Unanimous A.I. arising from or related to use of the Service by You and/or Your Account Group in breach of these Terms, or matters which You have expressly agreed to be responsible pursuant to these Terms, provided that Unanimous A.I. promptly notifies You of the threat or notice of such a claim.
ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or Your rights under these Terms or delegate performance of Your duties under these Terms without Unanimous A.I.'s prior consent. We may, without Your consent, assign Our agreement with You to any affiliate or in connection with any merger or change of control of Unanimous A.I. or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
These Terms, together with any Form(s), constitute the entire agreement, and supersede any and all prior agreements between You and Unanimous A.I. with regard to the subject matter hereof. You are not relying on any representations or warranties other than those expressly provided herein. These Terms will control over any standard or boilerplate terms included on any document provided by You or a third party acting on Your behalf to Unanimous A.I. including but not limited to purchase orders. Any such terms are expressly rejected by Unanimous A.I. and are not part of these Terms.
Except as otherwise indicated below, modifications to these Terms will take effect at the next renewal of Your Subscription Term and will automatically apply as of the renewal date unless You elect not to renew. Notwithstanding the foregoing, in some cases (e.g., to address compliance with law, or as necessary for new features) we may specify that such modifications become effective during Your then-current Subscription Term. If the effective date of such modifications is during Your then-current Subscription Term and You object to the modifications, then (as Your exclusive remedy) You may terminate Your subscription to the Service upon notice to us, and we will credit You any fees You have pre-paid for use of the Service for the terminated portion of the applicable Subscription Term. To exercise this right, You must provide us with notice of Your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any subscription to the Sevice is subject to the version of these Terms in effect at the time it commences.
We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will announce any material changes to these Terms via email or by posting the modified Terms on our Site at least seven (7) days prior to their taking effect. Unanimous A.I.'s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
EXPORT COMPLIANCE AND USE RESTRICTIONS
The Service and other Software or components of the Service which Unanimous A.I. may provide or make available to You may be subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to access to and use of the Service, Software, and such other components by You. You shall not access or use the Service if You are located in any jurisdiction in which the provision of the Service, Software, or other components is prohibited under U.S. or other applicable laws or regulations (a "
") and You shall not provide access to the Service to any government, entity, or individual located in any Prohibited Jurisdiction. You represent, warrant, and covenant that (i) You, as well as Your Account Owners and/or Users, are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) You, as well as Your Account Group, are not a national of, or a company registered in, any Prohibited Jurisdiction, (iii) You shall not permit Your Group to access or use the Service in violation of any U.S. or other applicable export embargoes, prohibitions, or restrictions, and (iv) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You and Your Account Group are located.
RELATIONSHIP OF THE PARTIES
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the parties.
Sections 1-4, 6, and 8-17 shall survive any termination of the agreement with respect to use of the Service by You, Account Owners or Users. Termination of such agreement shall not limit Your or Unanimous A.I.'s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
All notices to be provided by Unanimous A.I. to You under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service ("
") or U.S. mail to the contact mailing address provided by You on any Form; or (ii) electronic mail to the electronic mail address provided for Your Account Owner. You must give notice to Us in writing via electronic mail at [email protected] All notices shall be deemed to have been given two (2) business days after delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, ten (10) business days after being deposited in the mail or with a Courier as permitted above.
These Terms shall be governed by the laws of the State of California without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California, Santa Clara County, for the purpose of resolving any dispute relating to the Terms or access to or use of the Service by You, whether You are an Account Owner or User.