Updated: June 6, 2024
This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you” or “customer”) and Sunlit Software, Inc. dba Mancer AI and its affiliated companies (collectively, “Company” or “we” or “us” or “our”), concerning your access to and use of our platform accessed via www.mancer.tech as well as any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Platform”). The Platform provides a large model inferencing service (“Company Services”). Supplemental terms and conditions, documents or policies that may be posted on the Platform from time to time, are hereby expressly incorporated into this Agreement by reference (the “Company Policies”).
Company makes no representation that the Platform is appropriate or available in other locations other than where it is operated by Company. The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
All users who are minors in the jurisdiction in which they reside (generally under the age of 18) may not register for or use the Platform.
YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE PLATFORM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE COMPANY SERVICE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE COMPANY SERVICES OR THE PLATFORM.
We grant you a non-exclusive right to access and use the Company Services during the effective term during which you have ordered Company Services. This includes the right to use Company’s application programming interfaces (“APIs”) to access and integrate the Company Services into your interfaces, applications, products, or services (each a “Customer Application”) and to make Customer Applications available to users of your Customer Applications. Our Company Services include any services we make available for purchase or use, along with any of our associated software, tools, developer services, documentation, and websites.
You acknowledge that through the Platform you will have access to multiple third party open source and/or proprietary pre-trained machine learning models including algorithms and weights. Each model is subject to its own license and may be accompanied by certain restrictions. These licenses and restrictions will be made available for you to review prior to your access to the models. You agree to comply with such licenses and restrictions, and ensure that the end users of any Customer Application will be bound to comply with such licenses and restrictions, as may be applicable. The models are provided to you “as is” without any warranty from Company whatsoever. Your use of the models is solely at your own risk.
Company bills you through an online billing account for purchases of services. See our prices page on the Platform for detailed information about our pricing. You agree to pay Company all charges at the prices then in effect for the services you or other persons using your billing account may purchase, and you authorize Company to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. If you have ordered a product or service that is subject to recurring charges then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable product or service. For certain users, we may also bill in arrears based upon usage. Company reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Company may change prices at any time. All payments shall be in U.S. dollars. Charges that are not disputed within 60 days of the date charged are conclusively deemed accurate.
You may need to prepay for Company Services through the purchase of service credits or we may provide you with promotional Service Credits from time-to-time. All Service Credits are subject to our prices page you will find on the Platform.
Fees are exclusive of taxes and you will pay or reimburse Company for all taxes arising out of this Agreement, whether assessed at the time of your purchase or are thereafter determined to have been due. “Taxes” means any sales, use and other taxes (other than taxes on Company’s income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority. You agree to promptly provide Company with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption.
Your account will be considered delinquent if you or your payment method fails to pay the amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. Your account may be suspended, archived or purged from the Platform if your account is delinquent for more than 30 days. Company may impose a charge to restore archived data from delinquent accounts. Company may choose to bill through an invoice. Full payment for invoices issued in any given month must be received by Company 30 days after the mailing date of the invoice, or the Company Service may be terminated.
Unpaid amounts are subject to interest of 1% per month on any outstanding balance or the maximum permitted by law, plus you will be responsible for all expenses of collection, including attorneys’ fees.
See our price page on the Platform for information about refunds.
To cancel the Company Services ordered on a subscription basis, you must follow the process we specify on our Platform. If you cancel, the Company Services will end at the end of your current subscription term. If you fail to cancel as required, we will automatically renew the Company Services for the same term and will charge your payment method on file with us commencing on the first day of the renewal term.
By using the Company Services, you represent and warrant that:
all registration information you submit is truthful and accurate;
you will maintain the accuracy of such information;
you will keep your password and API key confidential and will be responsible for all use of your password, API key, and account;
you are not a minor in the jurisdiction in which you reside; and
your use of the Company Services does not violate any applicable law or regulation.
You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Platform’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof). Unless you have a business account (if available), you are not allowed to let anyone else use your account and you may not share your login, password and API key with anyone else. You must notify Company immediately of any breach of security or unauthorized use of your account.
You are responsible to Company for the violation of this Agreement by any employee or agent of yours, any other person to whom you have given access to the Company Services, and any person who gains access to your account as a result of your failure to use reasonable security precautions, to the same extent as if you had committed the violation yourself, even if such violation was not authorized by you. You are responsible to Company for any fees arising from the use of the Company Services by any of these persons, even if that use was not authorized by you.
You and users of the Customer Applications may provide input to the Platform (“Input”) and receive output from the Platform based on the Input (“Output”) (Input and Output together “Customer Content”). As between you and Company, and to the extent permitted by applicable law, you (a) retain all ownership rights in Input and (b) own all Output. We will process and store Customer Content in accordance with our privacy commitments. You are responsible for all Input and represent and warrant that you have all rights, licenses, and permissions required to provide Input to the Company Services. You acknowledge that due to the nature of the Company Services and artificial intelligence generally, Output may not be unique and other users may receive similar content from the Company Services. Accordingly, responses that are requested by and generated for other users are not considered your Output regardless of any similarities.
By entering Inputs, you automatically grant, and you represent and warrant that you have the right to grant, to Company a non-exclusive, royalty-free, fully-paid, worldwide right and license to use, copy, translate, and transmit the Input for the purpose of performing the Company Services. We may also use Customer Content to provide, maintain, develop, and improve the Company Services, comply with applicable law, enforce our terms and policies, and keep the Company Services safe.
If you do not want us to use the Customer Content to train our models, or to provide third parties with access to the Customer Content for such third parties’ business purposes, you can opt out by following the instructions you will find on the Platform. Please note that in some cases this may limit the ability of the Company Services to better address your specific use case.
Output may not always be accurate. Given the probabilistic nature of machine learning, use of the Company Services may, in some situations, result in Output (hereinafter defined) that does not accurately reflect real people, places, or facts.
You should not rely on Output from the Company Services as a sole source of truth or factual information, or as a substitute for professional advice. You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Company Services. You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance legal, medical, or other important decisions about them. The Company Services may provide incomplete, incorrect, or offensive Output that does not represent Company’s views. If Output references any third party products or services, it does not mean the third party endorses or is affiliated with Company.
You hereby represent and warrant that:
your intended use, actual use, creation, and possession of the Input and intended output does not violate any federal, state, or foreign law applicable to the Company or the User. Depending on your location and jurisdiction, this may include content that:
is libelous or slanderous,
advocates the violent overthrow of a government,
incites, encourages, or threatens physical harm against another,
ridicules, mocks, disparages, intimidates, harasses, or abuses anyone,
is obscene, lewd, or offensive,
violates the privacy or publicity rights of any third Party, or
is otherwise objectionable (as determined by the Company).
you have the necessary licenses, rights, consents, releases, and permissions to use and to authorize Company and the Platform to use your Input as necessary for the performances of the Company Services and as otherwise authorized under this Agreement;
the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Input does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;
you have the written consent, release, and/or permission of every identifiable real person in the Input to incorporate their name or likeness in the Input in the manner contemplated by this Platform;
your Input and intended output do not violate any federal, state or foreign law concerning child pornography or otherwise intended to protect the health or wellbeing of minors, and will not be employed in the process of doing so;
your Input and intended output will not be used for the dissemination of intentionally offensive, divisive, or inflammatory content, especially in connection to race, national origin, gender, sexual preference, or physical handicap; and
you will not represent that the Output was human-generated;
your Input and intended output does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.
Company reserves the right to take steps Company believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You acknowledge and agree that Company may, without liability to you, access, use, preserve and/or disclose your account information and Customer Content to law enforcement authorities, government officials, and/or a third party, as Company believes is reasonably necessary or appropriate, if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Company, its users, a third party, or the public as required or permitted by law.
You are responsible for obtaining from end users of your Customer Applications any rights needed by Company to perform actions described or permitted under this Agreement. You represent and warranty that you have obtained all such rights from end users of your Customer Applications.
We will maintain an information security program (including the adoption and enforcement of internal policies and procedures) designed to (a) protect the Company Services and Customer Content against accidental or unlawful loss, access, or disclosure, (b) identify reasonably foreseeable and internal risks to security and unauthorized access, and (c) minimize security risks, including through regular risk assessments and testing.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform or the Company Services ("Submissions") provided by you to Company are non-confidential and Company (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You (and any end users of a Customer Application) may not access or use the Platform for any other purpose other than that for which Company makes it available. Prohibited activity includes, but is not limited to:
criminal or tortious activity;
systematic retrieval of data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company;
making any unauthorized use of the Company Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords or API keys;
engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools;
interfering with, disrupting, or creating an undue burden on the Platform or the networks or services connected to the Platform;
attempting to impersonate another user or person or using the username of another user;
selling or otherwise transferring your profile;
using any information obtained from the Platform in order to harass, abuse, or harm another person;
using the Company Service, including Output, as part of any effort to compete with Company or to provide services as a service bureau;
deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Platform;
attempting to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform;
harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Company Services to you;
deleting the copyright or other proprietary rights notice from any Platform content;
except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Platform, or using or launching any unauthorized script or other software; or
using the Platform in a manner inconsistent with any and all applicable laws and regulations.
The Company Service shall only be used for lawful purposes and you shall use the Company Service only in compliance with this Agreement and all other applicable U.S., state, local and international laws in your jurisdiction, including: (1) the CAN-SPAM Act; (2) Canada's Anti-Spam Legislation; (3) any policies and laws related to unsolicited emails, spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws; (4) laws relating to advertising, sales or promotional efforts or practices, redemption, refunds and provision of your products or services; (5) laws that govern false, unfair and deceptive practices, coupons, gift cards/certificates, defective products or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards; (6) laws that govern lotteries, sweepstakes, contests and promotions; and (7) laws that govern the collection of donations and charitable giving. You further agree to refrain from unethical, false or misleading advertising, promotions or sales efforts and practices in connection with your use of the Company Service. You may not use the Company Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.
As between you and Company, the Customer Content is owned by you.
Excluding Customer Content, the content on the Platform (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, or third parties, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the U.S. and/or other countries. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
Company Content on the Platform is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use the Platform, you are granted a limited license to access and use the Platform and the Company Content and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. Company reserves all rights not expressly granted to you in and to the Platform and Company Content and Marks.
The Platform contains (or you may be sent through the Platform or the Company Service) links to other platforms and/or language models and/or applications and tools (collectively, the "Third Party Platforms") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Platforms and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Platforms accessed through the Platform or any Third Party Content posted on, available through or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Platforms or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Platform or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third Party Platforms or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any platform to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third Party Platforms will be through other platforms and from other companies, and Company takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
Subject to other license terms specific for particular applications, Company grants you a personal, non-exclusive, non-transferable, limited license to use software as provided to you by Company as a part of the Company Service and in accordance with this Agreement; provided that you do not (and do not permit anyone else to) copy, modify, rent, loan, distribute, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the software, and you shall not exploit the Company Services in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. THE USE OF THE SOFTWARE OR ANY PART OF THE COMPANY SERVICE, EXCEPT FOR USE OF THE COMPANY SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
As part of the Company Services, you may from time to time receive updates to the software from Company which may be automatically downloaded and installed to your device or computer. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the software. You agree that Company may automatically deliver such updates to you as part of the Company Services and you shall receive and install them as required.
Open source software is important to us. Some software used in the Company Services may be offered under an open source license. There may be provisions in an open source license that expressly overrides some of these terms.
Company reserves the right but does not have the obligation to:
monitor the Platform for violations of this Agreement;
take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
in Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s content or any portion thereof that may violate this Agreement or any Company policy;
in Company’s sole discretion and without limitation, notice or liability to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company’s systems; or
otherwise manage the Platform in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Platform.
We care about the privacy of our users. Please review the Company Privacy Policy. By using the Platform or Company Services, you are consenting to have your personal data transferred to and processed in the United States. By using the Platform or the Company Services, you are consenting to the terms of our Privacy Policy.
If you use the Company Services to process personal data, you must (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Company Services and (b) process personal data in accordance with applicable law.
This Agreement shall remain in full force and effect while you use the Platform or are otherwise a user or member of the Platform, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below. Once you choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM AND THE COMPANY SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM AND THE COMPANY SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION.
In order to protect the integrity of the Platform and Company Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Platform and Company Services.
Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CALL A COMPANY CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.
If Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
To Agreement
Company may modify this Agreement from time to time. Any and all updated versions of Agreement will be posted on the Platform and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification becomes effective. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Platform for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.
To Services
Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Company Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Company Services.
All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to this Platform or the Company Services shall be governed and construed by the law of Maryland excluding such state’s conflicts of law rules. Any legal action of whatever nature by or against Company arising out of or related in any respect to this Platform and the Company Services shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over Baltimore County, State of Maryland; subject, however, to the right of Company, at the Company's sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Platform and/or the Company Service (including your visit to or use of the Platform and/or the Company Service) be instituted more than two (2) years after the cause of action arose. You will be liable for any attorneys' fees and costs if we have to take any legal action to enforce this Agreement.
Occasionally there may be information on the Platform that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.
Company cannot control the nature of all of the content available on the Platform. By operating the Platform, Company does not represent or imply that Company endorses any blogs, content or other content available on or linked to by the Platform, including without limitation content hosted on third party websites or provided by third party applications, or that Company believes content, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Platform or in connection with any content. The Company is not responsible for the conduct, whether online or offline, of any user of the Platform or Company Services.
YOU AGREE THAT YOUR USE OF THE PLATFORM AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT, OUTPUT OR THE CONTENT OF ANY PLATFORMS LINKED TO THIS PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES IN OUTPUT OR CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM OR COMPANY SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OUTPUT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR OUTPUT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED PLATFORM OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF 3 MONTHS PRIOR TO AN INITIAL CAUSE OF ACTION ARISING BUT IN ANY CASE NOT LESS THAN $100.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your Customer Content, use of the Company Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address listed in the contact information on the Platform. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.
Your use of the Company Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE COMPANY SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
You must comply with all applicable trade laws, including sanctions and export control laws. The Company Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. The Company Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.
If you are a U.S. government entity, you acknowledge that any software and documentation are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
This Agreement constitutes the entire agreement between you and Company regarding the use of the Company Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
In order to resolve a complaint regarding the Company Services or to receive further information regarding use of the Company Services, please contact Company as set forth on the Platform, or if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 "R" Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.