Terms of Service
THESE TERMS OF SERVICE (THIS “AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN “YOU” (OR “YOUR,” AS THE CONTEXT DICTATES) AND ARCEE AI, INC. (“ARCEE AI”) AND GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES (AS DEFINED BELOW). BY ACCEPTING THIS AGREEMENT AND/OR ACCESSING AND USING THE SERVICES, YOU CONSENT TO THIS AGREEMENT AND TO THOSE ADDITIONAL GUIDELINES, RULES, AND OPERATING POLICIES ARCEE AI MAY ESTABLISH FROM TIME TO TIME AND POST ON THE WEBSITE (AS DEFINED BELOW) OR IN OR THROUGH THE MODELS (AS DEFINED BELOW), INCLUDING, BUT NOT LIMITED TO, ARCEE AI’S PRIVACY POLICY, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY, THE “POLICIES”). IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU WILL NOT BE PERMITTED TO USE THE SERVICES. FROM TIME TO TIME, ARCEE AI MAY MODIFY, AMEND, OR OTHERWISE CHANGE THIS AGREEMENT AND/OR THE POLICIES, WHICH MODIFICATIONS, AMENDMENTS, OR CHANGES BECOME EFFECTIVE ONCE POSTED ON THE WEBSITE OR IN THE MODELS, AND YOUR ACCESS TO AND USE OF THE WEBSITE AND/OR THE SERVICES THEREAFTER WILL BE SUBJECT THERETO.
1. SERVICES.
a. Certain Definitions. In this Agreement: “Content” means information, suggestions, recommendations, instructions, prompts, text, data (including fine-tuning data), communications, messages, files, images, photos, graphics, videos, audio, and other materials; “Input(s)” means Content You make available or input to the Model(s); “Model(s)” means Arcee AI’s generative artificial intelligence (“AI”) model(s) currently accessible on or through the Website; “Output(s)” means Content provided by the Model(s) based on Your Inputs through computational reasoning; “Model Provider” means a third party through which You may access the Model(s) and/or the Services; “Model Provider Agreement” means a certain agreement by and between a Model Provider and Arcee AI through which Arcee AI permits Model Provider’s end users (including, as the case may be, You) to access and use the Models or the Services; “Services” means the Model(s), and all related application programming interface (“API”) keys, tokens, AI, agents, technology, software, algorithms, weights, parameters, documentation, and other services now, or in the future that may be, offered on or through the Website as may be described in additional detail on the Website or through the Services; “Territory” means the entire world, excluding countries that are the subject of embargoes or sanctions by the United States (“U.S.”), or with respect to which trade is otherwise prohibited by any instrumentality of the U.S.; and “Website” means https://www.arcee.ai and any other websites owned or controlled by Arcee AI and through which it makes the Services generally available.
b. Use of Services.
(i) Subject to the terms and on the conditions set forth in this Agreement, including the Policies, and, if applicable, the Model Provider Agreement, during the Term (as defined below), Arcee AI hereby grants You limited, revocable, non-exclusive, non-sublicensable, and non-transferable rights to access and use the Services in the Territory solely for Your own purposes. You acknowledge and agree Your subscription to access and use the Services is neither contingent on the delivery of any future functionality or features or the delivery of any other services, nor is it dependent on any oral or written public comments made by or on behalf of Arcee AI regarding future functionality or features.
(ii) As generative artificial intelligence technology, models, and products continue to evolve, along with changes in laws and regulations, Arcee AI may add, upgrade, modify, suspend, or terminate any of the Models and/or the Services, or make necessary adjustments to the technology, method, and performance of the Services. If such changes may affect Your rights hereunder, Arcee AI will notify You through in-Account (as defined below) notifications, Website announcements, or via email. Your continued use of the Services after the implementation of such changes indicates Your acceptance thereof.
(iii) Arcee AI makes no warranty the Services are available or will continue to be available in certain jurisdictions. The functions or features of the Services may also vary in different jurisdictions.
(iv) The Services are only a part of the downstream systems, applications, or functions in the value chain and Arcee AI cannot (and does not) determine Your intended purpose and use of the Services. As the provider and operator of downstream systems, applications, or functions, You are responsible for these systems, applications, or functions and release Arcee AI from any and all liability related thereto.
c. Account; Passwords; Tokens.
(i) In connection with Your access to the Services, You will create an online account with Arcee AI through which You will access and use the Services (the “Account”). The Account will be accessible through unique identifications and passwords created by You (collectively, the “Passwords”). You agree to maintain the Passwords in strict confidence and not to provide the Passwords or access to the Account to any third party without first obtaining Arcee AI’s prior written consent. In the event any Passwords are lost or compromised, You agree You solely are responsible for all actions as a result of such loss or compromise, except to the extent arising from Arcee AI’s gross negligence or willful misconduct.
(ii) The API key You create through Your Account is a necessary credential for calling the Model API interface. You agree to keep Your created API key securely, prevent any form of leakage, not to share or publicly disclose your API key to any third party, and not to expose it in any browser. You agree You solely are responsible for any fees incurred and losses caused by sharing or leaking the API key.
(iii) Except as otherwise set forth in the Model Provider Agreement, You will be able to purchase tokens through, and store Your purchased tokens in, your Account. Your Account will track in real time the consumption of your tokens.
d. Third Party Interactions.
(i) Any relationship, exchange of data, or other interaction between You and a third party on or as a result of the Services (including the Model Provider), is solely between You and such third party, and You hereby release and hold Arcee AI harmless from, and will look to such third party with regard to, any claims relating to or arising out of such third party interaction. Arcee AI is not a party to, has no involvement or interest in, makes no representation, warranty, or guaranty with respect to, and has no obligation in connection with, any communication, transaction, interaction, dispute, or any relation whatsoever between You and any third party through the Services.
(ii) If You access the Models and/or the Services through a Model Provider’s Model Provider Agreement, in addition to the terms and conditions set forth herein, Your use of the Website, the Models, and/or the Services is subject to the terms and conditions set forth in Your agreement with such Model Provider. You understand Arcee AI may suspend, discontinue, or terminate Your access to and use of the Models and/or the Services (without penalty or liability to You) in accordance with a Model Provider’s Model Provider Agreement (including in the event of payment failure or payment delay by such Model Provider through which You access the Models and/or the Services).
2. USE OF THE SERVICES; PROPRIETARY RIGHTS.
a. Your Responsibilities.
(i) You agree to: (A) comply with all terms and conditions set forth in this Agreement; (B) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, the Account, the Passwords, and Your API keys; (C) use the Services in accordance with all applicable laws and government regulations without violating, infringing upon, or misappropriating any third party intellectual property, privacy, or third party right; and (D) in connection with Your use of the Models and the Services, adhere to principles of voluntariness, equality, fairness, and good faith.
(ii) You further expressly agree You will not use the Services to: (A) send or store infringing, obscene, sexually explicit, threatening, harassing, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (B) store, upload, download or transmit viruses, worms, time bombs, Trojan horses, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Services; (C) impersonate any person or entity or falsely state or misrepresent Your affiliation with another person or entity, including, without limitation, Arcee AI; (D) use any deep linking, robot, spider, scraper or other automated means to access the Services and collect content for any purpose without Arcee AI’s express written permission; (E) access the Website, the Models, or the Services in order to build similar or competitive websites, models, products, or services or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (F) promote dishonesty, including, but not limited to, falsely claiming Outputs are human-created, disguising human-created works as Outputs, engaging in deceptive advertising, marketing, transactions, fabricating discussions, generating fake public opinion trends, or manipulating engagement metrics such as readership, views, likes, plays, shares, or inducing interactions such as tipping, liking, or voting; (G) facilitate any decision-making behavior, such as making high-risk automated decisions in fields that have a significant impact on the safety, rights, or well-being of individuals and society, such as health, education, law, credit, finance, and critical infrastructure management; or (H) provide services that require subject qualification or professional review, or as a substitute for professional services, including, but not limited to, professional fields such as medical care, legal services, news reporting, education, and investment and financial management.
b. Proprietary Rights.
(i) As between You and Arcee AI, all software embedded in the Services, the Models, and/or the Website owned or controlled by Arcee AI (the “Software”), and the Services, the Models, and the Website (including its look and feel), and all intellectual property rights associated therewith are and shall remain the sole and exclusive property of Arcee AI. You agree You will not directly or indirectly: (A) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software or the Models available to third parties except as authorized by this Agreement; (B) modify, translate, reverse engineer, decompile or disassemble the Software or the Models for any purpose, including, without limitation, the creation of derivative works or similar products; (C) upload, link to or post any portion of the Software or the Models on a bulletin board, intranet, extranet or web site; (D) possess or use the Software in any format other than machine-readable format; (E) build or train a product using similar ideas, features, functions or graphics as the Services, the Models, and/or the Website; (F) copy any ideas, features, functions or graphics of the Services, the Models, and/or the Website; (G) circumvent any technological measure implemented by Arcee AI to restrict the manner in which the Models and/or the Services may be used; or (H) take any act to remove, obscure, interfere with, or modify the presentation or functionality of any aspect of the Software or the Services. The restrictions set forth in this Section 2(b)(i) shall survive any termination of this Agreement. All rights not expressly granted herein by Arcee AI hereby are reserved by Arcee AI.
(ii) As between You and Arcee AI, You own and shall retain all right, title, and interest, including, without limitation, all intellectual property and other proprietary rights in and to the Inputs and Outputs; provided, You hereby grant Arcee AI a worldwide, non-exclusive, sublicensable (but only to third party vendors that provide services necessary to the operation of the Services), transferable, right, and license to store, host, reproduce, maintain, process, and otherwise use the Inputs and Outputs: (A) in connection with Arcee AI’s performance of the Services; (B) for the protection of others or in connection with the enforcement of Arcee AI’s rights under this Agreement; (C) for the generation, use, disclosure, and other exploitation of usage information and data about the Services, including, without limitation, the creation of metric, benchmarking, statistical, research and marketing analyses, surveys, reports and studies based on aggregated, blinded, non-personally identifiable formats that do not identify, reference or imply an association with You, which right and license is perpetual; and (D) to the extent not comprising personally identifiable Content that is considered Your Confidential Information (as defined below), to develop, improve, and fine tune the Models, including, without limitation, developing and training statistical and machine learning algorithms and models, which right and license is perpetual.
3. PAYMENT.
a. Fees. In connection with Your purchase of tokens in order to use the Services, You hereby agree to prepay Arcee AI the fees then set forth on the Website and/or in Your Account, which may be revised by Arcee AI at any time and from time to time (“Fees”). Unless otherwise specified, all Fees are in U.S. dollars. Paid Fees are non-refundable; tokens are not transferable or redeemable for cash. When paying the Fees, please carefully confirm Your order, Account and information. You bear full responsibility for any losses incurred due to improper handling, inadequate comprehension, or insufficient understanding of the charge and billing procedures. Arcee AI’s payment methods, billing prices, consumption methods, and free quota for paid services are subject to the information displayed on the Website.
b. Payments; Taxes; Payment Defaults. Fees will be billed, and are due and payable, at the time You purchase tokens. You will be responsible for and will pay any applicable sales, use or other taxes or duties, tariffs or the like applicable to Your purchase of the tokens. All payments for Fees hereunder shall be made without deduction of withholding taxes, value added tax, or the like. If any of Your payments are returned, canceled, or charged back, Arcee AI may discontinue, terminate, or suspend Your access to and use of the Services, without notice and without incurring any liability to You. For Fees outstanding for longer than sixty (60) days after the invoice date, You will be responsible for and agree to pay reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses.
c. Payment Processor. If and to the extent applicable, You hereby authorize Arcee AI’s designated third party payment processor (the “Payment Processor”) to charge Your specified credit card, debit card or other payment method for Fees due and payable. The Payment Processor is a payment intermediary service to process credit and debit card transactions. By using the Services, if and to the extent You elect to remit payment by credit card, You also agree to be bound by the Payment Processor’s agreements or policies applicable to third parties utilizing its service to facilitate payments. Arcee AI does not request or store any of Your financial information. You are responsible for all transactions (one-time, recurring, and refunds) processed through the Services and/or the Payment Processor.
d. Use of Services Through Model Provider. If You are accessing and using the Services pursuant to a Model Provider Agreement, no Fees may be due and payable to Arcee AI by You. If you have any questions about Fees that may, or may not be, applicable to Your Account, please contact Arcee AI at: support@arcee.ai.
CONTENT.
a. Content; Inputs; Outputs.
(i) You understand and acknowledge Arcee AI does not own or control any Content uploaded, downloaded, submitted to, posted, presented, displayed, or published on, or transmitted, distributed, or otherwise linked through the Services by You or by any third party. You understand and agree Arcee AI does not control, is not responsible for, and expressly disclaims all representations and warranties with respect to all liability related to or arising from, Content. Unless expressly stated otherwise, Arcee AI does not verify or endorse any Content and does not guarantee the accuracy, integrity, quality, or appropriateness of any Content. You are responsible solely for Your access to, use of and/or reliance on, the Content. Under no circumstances will Arcee AI be liable in any way for any Content or for any loss or damage of any kind incurred as a result of Your use of any Content. Arcee AI is not responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Content. Notwithstanding anything to the contrary set forth herein, Arcee AI, in its sole discretion, reserves the right to refuse, move, modify, or delete any Content for any reason, with or without notice to You.
(ii) In connection with Your Inputs, You hereby represent and warrant to Arcee AI: (A) You either own all right, title and interest in and to such Inputs, or You possesses sufficient rights, approvals, licenses, consents, and permissions as are necessary to use such Inputs in connection with the Services; (B) such Inputs do not violate any applicable law or any third party rights; (C) no Inputs shall contain personally identifiable information to which any specific data privacy or data protection law applies, including, but not limited to, home address, phone number, email address, identification details (such as national identification number, social security number, passport number), credit card information, or protected or personal health information; and (D) Arcee AI may use such Inputs for the purposes described herein. If You add Inputs for model training, fine-tuning and development during Your use of the Services, You bear the sole risk of any consequence arising therefrom.
(iii) You acknowledge Outputs may be inaccurate or otherwise not fit for use (including from a legal and/or business perspective), and Arcee AI make no warranties, express or implied that the Models or any Outputs are free from error or bias. Further, You acknowledge You are not required to use any Output. You also acknowledge and agree Outputs may not be protectable under copyright or other intellectual property, proprietary rights, or other law and Arcee AI makes no warranties or representations, express or implied, to the contrary. You covenant You will not represent any Outputs as being approved by Arcee AI. Due to the nature of generative AI, Outputs may not be unique and the Models may generate and/or provide the same or similar Outputs for You as it generates and/or provides for other users. Without prejudice to any of Arcee AI’s other rights, You acknowledge and agree Arcee AI leverages certain third parties to provide or host the Models, including to process and store Inputs and Outputs in private hosting environments. By using the Models, You hereby authorize and agree such third parties may access, use, and store any Inputs pursuant to their relevant terms and privacy policies. Arcee AI may limit, suspend, or terminate a Model or Your access to a Model at any time, with or without cause, without any liability to You. Without limitation, the laws and regulations governing AI and related technology are uncertain and evolving, and the ability to use the Models and/or the Outputs may be adversely impacted in the future.
b. Your Contact Information. In connection with Arcee AI’s performance of the Services and management of Your Account, Arcee AI collects certain or Your contact information (“Your Information”). By entering into this Agreement, You consent to Arcee AI’s use and disclosure of Your Information in connection with Arcee AI’s provision of the Services, analytics to learn about the uses and users of the Services, the uses set forth in Arcee AI’s privacy policy posted on the Website, other uses permitted by this Agreement, and, assuming You also opt in to such communication in accordance with the Policies, to deliver to You marketing communications about Arcee AI, this Agreement, the Website, and/or the Services. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. All such notices shall be delivered to the address(es) (including email address(es)) listed in Your Account.
5. CONFIDENTIAL INFORMATION. Each Receiving Party (as defined herein) will hold in strict confidence, not use except as otherwise authorized herein, and protect from disclosure to unauthorized third parties the Confidential Information of the Disclosing Party (as defined herein). For purposes hereof, “Confidential Information” means any information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that relates to such Disclosing Party and that reasonably should be known by the Receiving Party to be confidential or proprietary to the Disclosing Party under the circumstances of disclosure or in light of the nature of the information disclosed. Confidential Information will not include information that: (i) was publicly available, or that subsequently becomes publicly available, except by wrongful disclosure hereunder by the Receiving Party; (ii) was in the Receiving Party’s possession prior to receipt of the same hereunder, as evidenced by the Receiving Party’s prior written records; or (iii) was received from a third party who was not known by the Receiving Party to be under any obligation of confidentiality with respect to such information or to have violated any applicable law. Nothing set forth herein shall be construed to prohibit Arcee AI from disclosing Your Confidential Information: (a) to any third party that has a need to know such information in connection with the Services; (b) in connection with the enforcement of Arcee AI’s rights hereunder; or (iii) to comply with any order or other requirement of a court (e.g., subpoena), administrative agency, or other governmental body or applicable law. Upon the earlier to occur of the termination of this Agreement and the Disclosing Party’s request, the Receiving Party shall return to such Disclosing Party or destroy, as requested by such Disclosing Party, all of such Disclosing Party’s Confidential Information in such Receiving Party’s possession.
6. REPRESENTATIONS AND WARRANTIES. You represent and warrant to Arcee AI that: (i) You are at least eighteen (18) years old; (ii) You have full power and authority to enter into this Agreement, which constitutes a legal, valid and binding obligation enforceable against You in accordance with the terms hereof; and (iii) You are not (and have not been) named on the U.S. Treasury Department’s listing of specially designated nationals and blocked persons or is, or has been, otherwise blacklisted by any U.S. instrumentality.
7. INDEMNIFICATION. You hereby agree to indemnify, defend, and hold harmless Arcee AI and its affiliates, subsidiaries, officers, directors, stockholders, employees, consultants, representatives, agents, successors and assigns from and against any and all claims, demands, losses, liabilities, sums of money, damages, expenses, costs (including, but not limited to, reasonable attorneys’ fees), and/or actions arising from: (a) Your breach of any term, condition, representation or warranty set forth in this Agreement; and/or (b) Your Inputs and Outputs.
8. DISCLAIMER OF WARRANTIES. YOU HEREBY AGREE YOUR USE OF THE WEBSITE, THE MODELS, THE SERVICES, AND/OR THE CONTENT IS AT YOUR SOLE RISK AND YOU ARE RESPONSIBLE SOLELY FOR ANY DAMAGE OR LOSS TO YOU OR YOUR COMPUTER SYSTEM (INCLUDING, WITHOUT LIMITATION, MOBILE DEVICES) OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICES, THE MODELS, THE CONTENT, AND/OR THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE DOWNLOAD OF FILES, SOFTWARE AND/OR ANY GRAPHICS, OR OTHER CONTENT. THE WEBSITE, THE MODELS, AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARCEE AI DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. ARCEE AI DOES NOT WARRANT THE WEBSITE, THE MODELS, THE SERVICES, AND/OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THE WEBSITE, THE MODELS, AND/OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES ARCEE AI GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE WEBSITE, THE MODELS, THE SERVICES, AND/OR THE CONTENT OR AS TO THE ACCURACY, TRUTHFULNESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE, THE MODELS, AND/OR THE SERVICES OR THAT DEFECTS THEREIN WILL BE CORRECTED.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THE WEBSITE, THE MODELS, AND/OR THE SERVICES RELY UPON THIRD PARTY SOFTWARE AND HARDWARE FOR CERTAIN FUNCTIONS AND ARCEE AI MAKES NO REPRESENTATION, WARRANTY, PROMISE, OR GUARANTEE TO YOU SUCH SOFTWARE OR HARDWARE WILL BE ERROR FREE, ACCOMPLISH A SPECIFIED PURPOSE, OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC, AND ARCEE AI WILL NOT BE LIABLE TO YOU FOR ANY FAILURE THEREOF.
YOU ACKNOWLEDGE ARCEE AI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ACCORDINGLY, ARCEE AI WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OR ANY ISSUE OUTSIDE OF ARCEE AI’S REASONABLE CONTROL.
YOU ACKNOWLEDGE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. ARCEE AI IS CONSTANTLY WORKING TO IMPROVE THE MODELS TO MAKE THEM MORE ACCURATE, RELIABLE, SAFE, AND BENEFICIAL. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, USE OF THE MODELS MAY RESULT IN INFORMATION THAT IS NOT UNIQUE OR DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. RELIANCE ON INFORMATION RECEIVED THROUGH THE MODELS IS AT YOUR SOLE RISK AND ARCEE AI WILL NOT BE RESPONSIBLE FOR ANY LOSSES INCURRED THROUGH THE RELIANCE ON SUCH INFORMATION.
DUE TO THE NATURE OF ARTIFICIAL INTELLIGENCE, ARCEE AI DOES NOT REPRESENT OR WARRANT THAT: (A) OUTPUTS DO NOT INCORPORATE OR REFLECT THIRD PARTY CONTENT OR MATERIALS; OR (B) OUTPUTS WILL NOT INFRINGE THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL ARCEE AI BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, LOST PROFITS, CONSEQUENTIAL, REMOTE, COVER, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE WEBSITE, THE MODELS, THE CONTENT, AND/OR THE SERVICES, OR TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS, EVEN IF ARCEE AI HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL ARCEE AI’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100). YOU AND ARCEE AI EXPRESSLY ACKNOWLEDGE AND AGREE YOU AND ARCEE AI ENTER INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE RISK BETWEEN YOU AND ARCEE AI AND FORM A BASIS OF BARGAIN BETWEEN THE YOU AND ARCEE AI. No claim may be asserted by You against Arcee AI more than twelve (12) months after the earlier of: (i) the date of the cause of action underlying such claim; and (ii) the termination or expiration of this Agreement.
10. TERM AND TERMINATION. The term of this Agreement commences on the date of Your first acceptance of this Agreement and shall continue until the date Arcee AI terminates this Agreement in accordance with the immediately following sentence; (the “Term”). At any time during the Term, Arcee AI may terminate this Agreement without penalty or liability to You by emailing You notice of termination of this Agreement, which termination shall be effective with immediate effect.
11. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with the laws of the State of Delaware as applied to agreements entered into and performed entirely within the State of Delaware, except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction. Both parties hereto irrevocably consent to the jurisdiction of the state and federal courts located in Miami, Florida. The parties expressly agree this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. To the extent You are located outside of the U.S., any additional or alternative terms and conditions to those contained in this Agreement, and required to comply with applicable law, will be mutually agreed upon by You and Arcee AI and set forth in a country-specific exhibit to this Agreement.
12. CONSENT TO USE OF ELECTRONIC SIGNATURES AND RECORDS. As a convenience and courtesy to You, Arcee AI provides access to the Services online which may require You to enter into agreements or receive notices electronically. Accordingly, You acknowledge and agree that by clicking “I Agree” or “I Accept” anywhere on the Website or in the Account: (i) You agree to conduct electronically the particular transaction into which it thereby enters including, without limitation, accepting this Agreement; (ii) You read and understand the electronic copy of electronic contracts, notices and records, including, without limitation, this Agreement and any amendments hereto; (iii) You agree to, and intend to be bound by, the terms of the particular transaction into which You thereby enter; (iv) You are capable of printing or storing a copy of electronic records of transactions into which You enters including, without limitation, this Agreement and any amendments hereto; and (v) You agree to receive electronically information about the Services, and other electronic records into which You thereby enter including, without limitation, this Agreement; provided, however, You will not receive electronic communications related to marketing without Your affirmative consent to receipt of marketing communications.
13. MISCELLANEOUS.
a. Entire Agreement. This Agreement and the Policies constitute the entire agreement and understanding between Arcee AI and You and supersede all prior and contemporaneous agreements, documents, and proposals, oral or written, between Arcee AI and You. This Agreement may not be assigned or transferred by You without Arcee AI’s prior written consent.
b. Survival. The provisions of this Agreement that by their nature and context are intended to survive the performance and termination of this Agreement, will survive the completion of performance and termination of this Agreement.
c. Enforceability. If any part(s) of this Agreement are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement shall continue in effect.
d. Use of Feedback; Use of Name and Logo. At all times, You agree Arcee AI may use or incorporate any suggestions or recommendations submitted by You without compensation or attribution to You, and You hereby assign to Arcee AI all rights, title, and interest in and to such suggestions or recommendations. Arcee AI may use Your name and logo to refer to You as a customer of Arcee AI on its website and in marketing materials.
e. Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
f. Independent Contractor. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.