TO THE EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO BRING A COURT ACTION AND JURY TRIAL REGARDING YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.
THIS AGREEMENT BECOMES EFFECTIVE WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR ACCESS OR USE THE SERVICES (THE “EFFECTIVE DATE”). BY CLICKING THE “I ACCEPT” BUTTON BELOW OR ACCESSING OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT, AND IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE “I DECLINE” BUTTON BELOW OR DO NOT ACCESS OR USE THE SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Definitions
“Aggregated Statistical Data” means data and information related to Client’s use of the Services that is used by Vsesvit AI in an aggregated and anonymized form.
“Arbitration Agreement” means the binding individual arbitration provision in Section 11(b).
“Authorized User” means Client’s employees, consultants, contractors, and agents who are authorized to access and use the Services.
“Class Action/Jury Trial Waiver” means the class action/jury trial waiver provision in Section 11(c).
“Confidential Information” means non-public business information, products, trade secrets, third-party confidential information, and other sensitive information of either party.
“Client,” “you,” or “your” means you and your Authorized Users.
“Client Account” means your account with the Services.
“Client Property” means (i) Input Data, (ii) Output Data, and (iii) any other content provided by Client to Vsesvit AI.
“Documentation” means Vsesvit AI’s user manuals, handbooks, and guides relating to the Services.
“Feedback” means any suggestions or recommendations concerning the Services.
“Input Data” means information you enter through prompts in the Services.
“Intellectual Property Rights” means all patent rights, copyrights, mask work rights, moral rights, rights of publicity, trademark rights, trade dress rights and service mark rights, goodwill, trade secret rights, and other intellectual property rights.
“Vsesvit AI Property” means (i) the Services, (ii) Documentation, and (iii) all content and other materials provided by Vsesvit AI.
“Output Data” means output data generated and returned by the Services to you based on Input Data.
“Privacy Policy” means the privacy policy available at https://vsesvit.ai/privacy-policy/.
“Services” means the online and/or mobile services, website, and software provided by Vsesvit AI.
“Term” means the term of this Agreement, beginning on the Effective Date and continuing for the period of Client’s activity on the Services.
“Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and incorporated into or accessible through the Services.
“User” or “Users” means all visitors, users, and others who access the Services.
2. Access and Use
a. Eligibility
This is an agreement between you and Vsesvit AI. You may only use the Services if you can form a legally binding contract with Vsesvit AI and in accordance with this Agreement and applicable laws. Use of the Services by anyone under 13 years old (or under 16 in Europe) is strictly prohibited.
b. Grant of Access
Subject to your compliance with this Agreement, Vsesvit AI grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users.
c. License to Documentation
Subject to the terms in this Agreement, Vsesvit AI grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.
d. Accounts
You are responsible for maintaining the confidentiality of your Client Account and password. You must provide accurate information when creating your Client Account and keep this information updated. You are solely responsible for activity that occurs in your Client Account.
e. Use Restrictions
You shall not, and shall not permit any Authorized Users to: (i) copy, distribute, sell, resell, or disclose any part of the Services; (ii) use any automated system to access the Services in a way that sends more requests than a human could reasonably produce in the same time period; (iii) transmit spam or other unsolicited email; (iv) attempt to interfere with or compromise the system integrity or security; (v) violate Vsesvit AI’s Fair Use Policy; (vi) upload invalid data, viruses, worms, or other harmful agents; (vii) collect personally identifiable information from the Services; (viii) use the Services for any illegal commercial solicitation purposes; (ix) impersonate another person or otherwise misrepresent your affiliation; (x) interfere with the proper working of the Services; (xi) access any content on the Services through any technology not provided by the Services; or (xii) bypass measures used to prevent or restrict access to the Services.
f. Aggregated Statistical Data
Vsesvit AI may track Client’s use of the Services and compile Aggregated Statistical Data. Vsesvit AI owns all rights to Aggregated Statistical Data and may use it for any lawful purpose, provided that such data does not identify Client or Client’s Confidential Information.
g. Reservation of Rights
Vsesvit AI reserves all rights not expressly granted to Client in this Agreement.
h. Suspension
Vsesvit AI may, in its sole discretion and without notice, temporarily suspend or permanently terminate Client’s access to the Services for any reason, including but not limited to: security threats, fraudulent or illegal activity, non-payment, or as required by applicable law.
i. Service Modifications
We may change, discontinue, or restrict the Services without prior notice. We may terminate or suspend your access to the Services without notice for any reason or no reason.
j. Personal Data Processing
Clients should not provide Input Data containing Personal Data for effective use of the Services. If Client wishes to provide Personal Data to Vsesvit AI for processing, Client must first execute a Data Processing Addendum with Vsesvit AI.
k. In-Product Cookies
Vsesvit AI uses first-party cookies to collect information ensuring that Clients and Users can securely, quickly, and reliably use the Services.
3. Intellectual Property Rights
a. Client Property
We claim no ownership rights over Client Property. Client Property remains yours.
By submitting, posting, displaying, providing, or otherwise making available any Client Property on or through the Services, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Vsesvit AI a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Client Property.
You are solely responsible for your Client Property and the consequences of posting, publishing, sharing, or otherwise making it available on the Services.
b. Vsesvit AI Property
Vsesvit AI Property and all Intellectual Property Rights related to it are the exclusive property of Vsesvit AI and its licensors. Nothing in this Agreement shall be deemed to create a license to or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any Vsesvit AI Property.
By submitting Feedback, you grant Vsesvit AI all rights, title and interest in any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose, without any attribution or compensation to you.
c. DMCA Notices
Vsesvit AI respects the intellectual property rights of others and responds to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
4. Client Responsibility
a. Acceptable Use Policy
You must comply with Vsesvit AI’s Acceptable Use Policy and all applicable laws, rules, and regulations.
b. Account Use
You are responsible for all use of the Services and Documentation resulting from access provided by you, whether such access or use is authorized or unauthorized.
c. Passwords and Access Credentials
You are responsible for maintaining the confidentiality of your passwords and access credentials associated with the Services. You will not sell or transfer them to any other person or entity.
d. Third-Party Products
The Services may allow access to Third-Party Products, which are subject to their own terms. If you access a Third-Party Product or distribute your Client Property to or through any third-party website or service, you do so at your own risk.
5. Payment and Billing
a. Billing Policy
If you choose to use paid aspects of the Services, you agree to our Pricing and Payment Terms, which we may update from time to time.
b. No Refunds
You may cancel your Client Account at any time; however, there are no refunds for cancellation.
c. Free Trials
We may offer free trials of certain Services. We will automatically charge your payment method at the end of your free trial period, and you will not receive a notice that your free trial has ended.
d. Automatic Renewal of Subscription Fees
IF YOU REGISTER FOR A SUBSCRIPTION, THE APPLICABLE FEES WILL AUTOMATICALLY RENEW EACH MONTH ON A CONTINUOUS BASIS UNTIL YOU CANCEL. ANY CANCELLATION NOTICE MUST BE SUBMITTED ON YOUR SETTINGS PAGE OR IN WRITING TO [email protected] AND WILL BE EFFECTIVE IN THE MONTH FOLLOWING THE MONTH IN WHICH YOU PROVIDE US NOTICE.
e. Risk of Loss
All products purchased from or through the Services are transported and delivered to you by an independent carrier not affiliated with Vsesvit AI. Title to products purchased on the Services, as well as the risk of loss of such products, passes to you when Vsesvit AI or our supplier delivers these items to the carrier.
f. Payment Information; Taxes
We accept various payment methods through Stripe. All information you provide in connection with a purchase or transaction must be accurate, complete, and current. You agree to pay all charges incurred by users of your payment method at prices in effect when such charges are incurred, plus any applicable taxes.
6. Confidential Information
Each party may disclose Confidential Information to the other. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity except the receiving party’s employees who need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations under this Agreement. Each party’s non-disclosure obligations regarding Confidential Information remain in effect for five years from first disclosure; however, for trade secrets, such obligations remain in effect as long as the information is protected under applicable law.
7. Privacy Policy
Vsesvit AI adheres to its Privacy Policy when providing the Services. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy.
8. Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VSESVIT AI OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
9. Indemnification
Client shall defend, indemnify, and hold harmless Vsesvit AI and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers, and directors, from and against any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Client’s or Client’s Authorized Users’ use of and access to the Services; (ii) Client’s or Client’s Authorized Users’ violation of any provision of this Agreement; (iii) Client’s or Client’s Authorized Users’ violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Client’s or Client’s Authorized Users’ violation of any applicable law, rule, or regulation; (v) Client Property or any content that is submitted via Client’s or Client’s Authorized Users’ User Account; (vi) Client’s or Client’s Authorized Users’ willful misconduct; or (vii) access and use of the Services by any other party using Client’s or Client’s Authorized Users’ unique username, password, or other appropriate security code.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VSESVIT AI BE LIABLE FOR ANY: (a) INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER VSESVIT AI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT SHALL THE TOTAL LIABILITY OF VSESVIT AI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE GREATER OF THE TOTAL AMOUNT PAID TO VSESVIT AI UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $50.00 USD.
11. Applicable Law, Arbitration, and Class Action/Jury Trial Waiver
a. Applicable Law
You agree that: (i) the Services shall be deemed solely based in the state of Delaware; and (ii) the Services shall be deemed passive that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. This Agreement shall be governed by the internal substantive laws of the state of Delaware, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce.
b. Arbitration Agreement
READ THIS SECTION CAREFULLY AS IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM VSESVIT AI.
This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Vsesvit AI that arises out of or relates to, directly or indirectly: (a) this Agreement; (b) access to or use of the Services; (c) any transactions through, from, or using the Services; or (d) any other aspect of your relationship or transactions with Vsesvit AI, directly or indirectly, as a consumer (“Claim” or collectively “Claims”).
If you are a new Vsesvit AI user, you may opt out of and reject this Arbitration Agreement within 30 days after accepting this Agreement by emailing Vsesvit AI at [email protected] with your first and last name and stating your intent to opt out of the Arbitration Agreement.
For any Claim, you agree to first contact us at [email protected] and attempt to resolve the dispute informally. In the unlikely event that Vsesvit AI has not been able to resolve a Claim after sixty (60) days, we both agree to resolve any Claim exclusively through binding arbitration by AAA before one arbitrator (“Arbitrator”), under the Expedited Procedures then in effect for AAA (“Rules”), except as provided herein.
c. Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. YOU AND VSESVIT AI AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL CLAIM. YOU AND VSESVIT AI FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND VSESVIT AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.
12. Miscellaneous
a. Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements you may enter into with Vsesvit AI in connection with the Services, constitutes the entire agreement between you and Vsesvit AI concerning the Services.
b. Modifications
We reserve the right to modify this Agreement from time to time, with modified terms taking effect upon posting. We will notify you of substantial modifications via direct email or a visible banner in the Services. Your continued use of the Services after the effective date of modifications constitutes acceptance of the modified terms.
c. Export Regulation
The Services use software and technology that may be subject to US export control laws. You shall not, directly or indirectly, export, re-export, or release the Services or software or technology included in the Services to any jurisdiction or country to which export, re-export, or release is prohibited by law.
d. US Government Rights
All components comprising the Services and Documentation are “commercial items” with only those rights granted to all other end users pursuant to the terms and conditions of this Agreement.
e. No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
f. Notices
Any notices to us must be sent to our corporate headquarters at 3001 Bee Caves Road, Suite 100 A, Rollingwood, TX 78746 and must be delivered either personally, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed received upon receipt by us. You also agree to receive electronic notices from us. You must also send an electronic copy of any notice to [email protected].
g. Assignment
This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you without our prior written consent, and any attempt to do so shall be null and void. We expressly reserve the right to assign this Agreement and to delegate any of our obligations hereunder.
Please contact us at [email protected] with any questions regarding this Agreement.
