Combined Terms of Service

Last Updated: 28/10/2025

Welcome, and thank you for your interest in Folyo (legal name Phanco, LLC) ("Company," "we," or "us"). These Terms of Service ("Terms") govern your access to and use of Company's AI workspace platform, APIs, Documentation, subscription services, and related tools, including the website [website], which provides access to leading artificial intelligence tools and models through a unified workspace environment (collectively, the "Service"). By using the Service, you agree to these Terms.

Please also read our Privacy Policy, which explains how we collect, use, disclose, and process personal data.

If you are using the Service as part of your work for a company or organization that has a Master Services Agreement ("MSA") with Company, your use of the Service is governed by that MSA.

If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity.

Important Arbitration Notice: If you are in the United States or Canada, you agree that disputes between you and Company will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. We explain some exceptions and how you can opt out of arbitration in Section 16.

1. Access and Use

1.1 Provision of Access

Company provides an AI workspace platform that aggregates and provides access to top artificial intelligence tools and models from various providers. The Service offers a unified workspace environment where users can access, interact with, and utilize leading AI technologies including but not limited to language models, image generation tools, code assistants, and other AI-powered applications. Subject to your compliance with these Terms, Company grants you a limited right to access and use the Service and the AI tools made available through the workspace.

1.2 Content and AI Interactions

You may provide inputs, prompts, and requests to the AI tools available through the Service ("Inputs") and receive outputs, responses, generated content, code, images, text, or other AI-generated materials based on your Inputs (collectively, "AI Outputs") (Inputs and AI Outputs are collectively "Content"). We may use Content to provide the Service, comply with applicable law, enforce our terms and policies, and keep the Service safe. By submitting Inputs to the Service, you represent and warrant that you have all rights, licenses, and permissions necessary for us to process the Inputs under these Terms and to provide access to the AI tools through the workspace.

1.3 Model Training

Company will not use Content to train, or allow any third party to train, any AI models, unless you've explicitly agreed to the use of Content for training. You can find instructions in the Service for how to manage your preferences regarding the use of Inputs and Suggestions for training.

1.4 Limitations for AI Outputs

You acknowledge that AI Outputs are generated automatically by artificial intelligence models and technologies provided by third-party AI providers and may be similar to or the same as outputs provided to other users of the Service or the underlying AI tools. No exclusive rights to any AI Outputs generated through the Service are granted to you under these Terms. Further, you acknowledge that there are numerous limitations that apply with respect to AI-generated content, including that:

  • AI Outputs may contain errors, inaccuracies, or misleading information
  • AI models are based on training data and algorithms that may produce biased, incomplete, or inappropriate responses
  • AI tools may struggle with understanding context, nuance, and complex reasoning
  • AI models may generate content that appears factual but is actually false or outdated
  • Different AI tools available through the workspace may have varying capabilities, limitations, and accuracy levels
  • AI Outputs may inadvertently incorporate copyrighted material or violate third-party rights

You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any AI Outputs, including any reliance on the accuracy, completeness, or appropriateness of AI-generated content. You should not rely on AI Outputs as a sole source of truth or for critical decisions without independent verification.

1.5 Use Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not:

  • Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, object code or underlying structure of the Service
  • Reproduce, modify, translate, or create derivative works of the Service
  • Rent, lease, lend, or sell the Service
  • Remove any proprietary notices from the Service
  • Use the Service or any AI Outputs to develop or train competing AI models, or engage in model extraction or reverse engineering of the underlying AI technologies
  • Attempt to access, probe, or test the underlying AI models or systems beyond the intended workspace interface
  • Use the Service to generate content that violates the terms of service or usage policies of the underlying AI providers
  • Share, redistribute, or resell access to the AI tools provided through the workspace
  • Use the Service to generate harmful, illegal, defamatory, or infringing content
  • Attempt to circumvent usage limits, access controls, or safety measures implemented by the AI providers
  • Use the Service for any purpose that violates applicable laws, regulations, or third-party rights
  • Knowingly permit any third party to do any of the foregoing

You will promptly notify Company of any unauthorized use that comes to your attention and provide reasonable cooperation to prevent and terminate such use to the extent it is within your control.

1.6 Third-Party AI Providers

The Service provides access to AI tools and models operated by third-party providers ("AI Providers"). Your use of these AI tools through the workspace is also subject to the respective terms of service and usage policies of the AI Providers. Company acts as an intermediary providing workspace access and is not responsible for the performance, availability, or outputs of third-party AI tools. AI Providers may modify, restrict, or discontinue their services at any time, which may affect availability through the workspace.

1.9 Beta Services and New AI Tools

From time to time, Company may make Beta Services or early access to new AI tools available to you through the workspace. Beta Services shall be clearly designated as beta, pilot, limited release, non-production, early access, evaluation or a similar description. You may choose to use or not use such Beta Services in your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not fully supported, and may be subject to additional terms. Beta Services are provided on an "as-is" and "as available" basis without any warranty, support, maintenance, or storage of any kind. Company may discontinue Beta Services at any time and may never make them generally available. Company shall have no liability whatsoever arising out of or in connection with Beta Services - use at your own risk.

Your use of the AI workspace and all AI tools available through the platform must comply with these usage guidelines. We ask that you use the workspace and its AI tools in a safe and responsible manner. The following uses are prohibited:

  • Illegal and High Risk Activities: Using the AI tools to engage in or assist with illegal or high risk activities, such as weapons, explosives, or dangerous materials development; creating or distributing controlled substances; soliciting or sharing information, strategies, or methods on how to commit suicide or self-harm; creation of sexually explicit or suggestive content involving children and minors; violent and/or nonconsensual sexual content, whether real or simulated.
  • Profile and Content Restrictions: Including any of the following in profile information, generated content, or shared materials: sexually explicit or graphically violent imagery; slurs, obscenities, or content intended to harass or intimidate others.
  • Intellectual Property Infringement: Using AI tools to infringe the intellectual property rights of others, including infringing the trademarks of well-known brands, creating unauthorized derivative works, or impersonating individuals or organizations.
  • Privacy and Security Violations: Using AI tools to solicit sensitive personal data (e.g., credit card numbers, location information, or Social Security numbers), violate an individual's privacy or infringe on their privacy rights; engaging in activities that circumvent security controls or attempt to extract personal information about other users.
  • Hate Speech, Violence, and Bullying: Generating, promoting, or sharing hateful or violent content, including content that glorifies violence towards others; engaging in behaviors with the intent to harass, intimidate, or humiliate individuals or groups.
  • Discrimination: Using AI tools to make or assist with decisions that could lead to illegal discrimination, such as determinations about eligibility for housing, financial loans, employment, or other protected activities.
  • Political Activities: Using AI tools to mass produce campaign materials, spread disinformation, or engage in coordinated inauthentic political behavior.
  • Fraud and Misrepresentation: Including coordinated inauthentic behavior, such as passing off AI-generated content as human-created content without disclosure, or promoting non-existent or false AI capabilities.
  • Malicious Activities: Any conduct that attempts to violate applicable laws, generate malware, phishing attacks, or spam, or seeks to circumvent safety protections within the workspace or the AI models.
  • Third-Party AI Provider Policies: Your use of AI tools through the workspace is subject to the usage policies of the underlying AI providers. These may include additional restrictions on generating adult content, providing professional medical, legal, or financial advice, or other limitations specific to each AI model. Links to relevant third-party policies will be provided in the workspace interface.

We reserve the right to suspend access, remove content, and/or permanently terminate your account if your use violates these guidelines, our Terms, third-party AI provider policies, or applicable laws, or if it creates risk for Company or negatively impacts other users' experience.

2. Eligibility

You must be at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) or 18 years old, whichever is higher, to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or the age of majority in your jurisdiction, whichever is higher; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service is in compliance with all applicable laws in your region.

3. Account Registration and Access

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You will maintain adequate security measures for your account and may not share your account password with someone else to allow them to access any subscription services. You are responsible for maintaining the security and accuracy of your account, and you will be charged for any subscriptions placed on or through your account, including without limitation subscriptions placed without sufficient authorization, or through mistake or error. If you believe that your account is no longer secure, you must immediately notify us at [contact email].

4. Subscription Services & Conditions

4.1 Subscription Services

The Service may include various subscription plans that provide enhanced features and capabilities:

AI Workspace Subscription: A subscription provides you access to the AI workspace platform with various tiers of usage, including access to premium AI tools, increased usage limits, priority access during high-demand periods, and enhanced workspace features. Subscribers receive usage credits or quotas that determine how much they can interact with various AI tools within the workspace. Different AI tools may consume different amounts of usage credits based on their computational requirements. Usage credits typically reset monthly and do not rollover to the next billing period. Credits have no cash value, are non-transferable and non-refundable. Upon termination, your access to the workspace and unused credits will cease. You can monitor your usage through the workspace dashboard. The AI tools available in the workspace may change from time to time as providers are added or removed.

4.2 Conditions

Your access and use of the AI workspace is subject to the following conditions:

  • Receipt by Company of timely payment of any subscription fees. You will not have access to premium workspace features if you cancel or fail to pay for a subscription, including if your payment method becomes invalid.
  • You will maintain adequate security measures for your account and may not share your account credentials to allow others to access the workspace.
  • You may not redistribute, resell, or share access to the AI tools provided through the workspace.
  • You are responsible for all usage and charges incurred through your account, including unauthorized usage.
  • You will not attempt to circumvent usage limits, access controls, or geographic restrictions on the workspace or underlying AI tools.

5. Payment Terms

5.1 General

Fees: All fees and charges will be described to you when you sign-up for any paid features. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law. You agree to pay the price stated at the time of purchase, as well as any applicable taxes. You also agree to the billing frequency as stated at the time of purchase.

Taxes: If Company is required to collect or pay any taxes in connection with your purchase, such taxes will be charged to you at the time of each purchase transaction. The fees will not include Value Added Tax ("VAT") or Goods & Services Tax ("GST"). If you subscribed via a third party, such as Apple or GooglePlay, taxes, including VAT or GST, may be collected upon purchase. Additionally, if required by law, you are responsible for reporting and paying certain taxes in connection with your purchase and use of subscriptions. You will be responsible for all taxes associated with the Service, other than taxes based on Company's net income.

Payment Methods: In order to purchase paid features, you must provide account information for at least one valid debit or credit card or other payment method. You may receive a temporary authorization charge to validate your payment method. You represent and warrant that you have the legal right to use any payment method used by you in connection with any purchase.

5.2 Pricing

Company reserves the right to determine pricing for the Service. Company will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. Company may change the fees for any feature of the Service, including additional fees or charges, if Company gives you advance notice of changes before they apply through the Service user interface, a pop-up notice, email, or through other reasonable means. However, any price changes will apply no earlier than 30 days following notice to you. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Company, at its sole discretion, may make promotional offers with different features and different pricing to any customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

5.3 Payment Processing

To facilitate payment for the Service via bank account, credit card, or debit card, we use third-party payment processors such as Stripe, Inc. and its affiliates ("Payment Processors"). These payment processing services are provided by the Payment Processors and are subject to their respective terms and conditions and privacy policies. By agreeing to these Terms, users that use the payment functions also agree to be bound by the Payment Processor agreements. You hereby authorize Payment Processors to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Company assumes no liability or responsibility for any payments you make through the Service.

Currencies: All prices are in United States Dollars or another currency specified by Company at the time of purchase. The currency used to charge you depends on the billing country where your payment method is located. You agree to and acknowledge that Company cannot control any currency conversion or foreign transaction fees that may be charged to you by your card issuer or bank.

Restricted Countries: There may be countries that restrict or prohibit your ability to make payments through the platform or third-parties. Nothing in these Terms should be interpreted to override or circumvent any such foreign laws.

Unauthorized Charges: If you believe that a problematic transaction has taken place under your account, you agree to notify us immediately, so that we may take action to prevent financial loss.

Data Charges: When you use the Service, you may incur additional charges from third party service providers, such as telecommunications fees or data fees. You are responsible for paying any additional charges.

5.4 Subscription Service

The Service may include certain subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). The "Subscription Billing Date" is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the "Initial Subscription Period"), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a "Subscription Period") unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize Company or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. Information on the recurring fee charged by Company for access to the Subscription Service during each Subscription Period ("Subscription Fee"), is available on our Pricing Page, or otherwise described in the Service. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service at least 24 hours before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Company or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. Your cancellation must be received before the renewal date in order to avoid charge for the next Subscription Period.

5.5 Add-On and Usage-Based Features

You may purchase additional products, services or features that are not individually essential for the functioning of the Service, but that Company makes available to its users for enhanced capabilities on a supplemental basis, including usage-based pricing features that are described in the Service ("Add-Ons"). Add-Ons are deemed part of the Service and governed by these Terms. Fees for Add-Ons include our model-based pricing features, available on our pricing page, or as otherwise described in the Service.

5.6 Free Trials and Promotional Codes

Company may offer free trial Subscriptions for a specified period ("Free Trials"). If we offer you a Free Trial, specific terms will be provided at signup or in promotional materials. Unless you cancel your Subscription prior to its end, we will begin charging your payment method after the Free Trial for the applicable monthly or annual recurring Subscription fees. You can cancel your Free Trial or Subscription at any time as described below. Limit one Free Trial per person.

Company may offer promotional codes from time to time. Promotional codes will expire on the date provided in any promotional materials. Only one promotional code may be redeemed per account during each promotion. Promotional codes are not transferable and are not redeemable for cash.

5.7 Cancellation and Refunds

You may cancel a Subscription, including Free Trials, through your account settings or by contacting us at [contact email] at any time. The cancellation will take effect at the end of the Free Trial or the current billing cycle (the "Cancellation Effective Date"). You are responsible for all Subscription fees (plus any applicable taxes or charges) incurred before the Cancellation Effective Date. You will have access to Subscription Content until the Cancellation Effective Date.

Refunds: All Subscription fees or other final charges are non-refundable, other than as set forth in our Refund Policy or as determined by Company. If you subscribed via a third party, such as Apple or GooglePlay, please contact such service to understand their refund policies.

Third Party Purchases: Subscriptions and other purchases through a third party (e.g., Google Play, iOS or PayPal) are managed directly by the applicable third party. Those third parties collect fees, manage the subscription, and report to us on subscription status. We do not have the ability to initiate, cancel, or refund such third-party subscriptions on your behalf, but we do have the ability to make changes to your subscription entitlements.

5.8 Delinquent Accounts

Company may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Company reserves the right to delete your account and any information associated with your account without any liability to you. Company may terminate your Subscription for non-payment of Subscription fees or violating these Terms.

6. Ownership and Licenses

6.1 Service

Company and its licensors shall own and retain all right, title and interest in and to the Service, all improvements, enhancements or modifications thereto, and all intellectual property rights associated with the foregoing. There are no implied licenses in these Terms and Company reserves all rights to the Service not granted in these Terms.

6.2 Feedback

We appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service ("Feedback"), then you grant Company the right to exploit the Feedback without restriction or compensation to you.

6.3 Content and AI Outputs

You retain all of your right, title, and interest that you have in Inputs. Subject to the terms of the underlying AI providers, Company assigns to you any rights it may have in AI Outputs generated specifically for you through the workspace. However, you acknowledge that similar or identical outputs may be generated for other users, and AI Providers may retain rights in their underlying models and training data.

6.4 Usage Data

Company may: (i) collect, analyze, and otherwise process Usage Data internally for its business purposes, including for security and analytics, to enhance the Service, and for other development and corrective purposes; and (ii) disclose Usage Data to third parties only in an aggregated and/or de-identified form and in a manner that does not identify you. "Usage Data" means technical logs, data, and learnings about your use of and interactions with the Service, but excludes Content.

7. AI Provider Terms and Third-Party Services

The workspace provides access to AI tools operated by third-party AI providers. Your use of these AI tools is subject to both these Terms and the respective terms of service, usage policies, and content policies of each AI Provider. Company will clearly indicate when you are accessing third-party AI tools and may provide links to the relevant third-party terms. You remain responsible for complying with all applicable third-party terms. Company does not control and is not responsible for the performance, availability, content policies, or outputs of third-party AI tools.

8. Privacy and Communications

These Terms and our Terms of Service are subject to our Privacy Policy. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by using any unsubscribe or similar functionality or instructions in the promotional email. By subscribing to paid services, you consent to receiving email communications from Company about the Subscription to your registered email address or other methods. If you no longer want to receive communications from Company, you can change your communication preferences in your account settings.

You agree that we may communicate with you electronically about any important information regarding your account or subscription. We may also provide notices to you by posting them on our website or by sending them to an email address that you previously provided to us. Website and email notices will be considered received by you within 24 hours of the time posted or sent.

9. Modification of Terms

We may, from time to time, change these Terms. Please check these Terms periodically for changes. If we make any material modifications, we will notify you by updating the date at the top of these Terms and by maintaining a current version of these Terms on this page. For material changes, we will notify you via the email address provided by you in your account to give you an opportunity to review any material changes before they go into effect. All modifications will be effective when they are posted, and your continued accessing or use of the Service will serve as confirmation of your acceptance of those modifications. If you do not agree to the modified Terms, then you must discontinue your use of the Service.

10. Termination

You may stop accessing the Services at any time. We reserve the right to modify, suspend, or discontinue the Services or your access to the Services, in whole or in part, at any time without notice to you. Although we will strive to provide you with reasonable advance notice if we stop offering a Service, there may be urgent situations, such as preventing abuse or addressing security issues or responding to legal requirements, where providing advance notice is not feasible. We will not be liable for any change to or any suspension or discontinuation of the Services or your access to them. If you have a Subscription Service, we may terminate the Subscription Service at any time for any reason. If we exercise this right, we will refund you on a pro rata basis the fees you paid for the remaining portion of your Subscription Service after termination, provided that if we terminate your access to the Service due to a violation of these Terms, you will not be entitled to any refund. We also may terminate your account if it has been inactive for over a year and you do not have a paid account. If we do, we will provide you with advance notice.

Upon termination of these Terms, a Subscription Service, or your access to the Service, we may at our option delete any Content or other data associated with your account. In the event of any Subscription cancellation, these Terms will terminate, but our general Terms of Service will survive and continue to apply to your use of any remaining platform features. Sections 1.5, 5 (with respect to fees outstanding as of such expiration or termination), 6, and 13-17 will survive any expiration or termination of our Terms or a Subscription Service. If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting [contact email].

11. Modification of the Service

Company may modify or discontinue all or any portion of the workspace, including access to specific AI tools, at any time (including by limiting or discontinuing certain AI providers or features), temporarily or permanently, without notice to you. Company reserves the right to modify, suspend or discontinue workspace access, any AI tools, or AI providers at any time and disclaims any liability to you for such changes. Changes may occur due to AI provider decisions, technical issues, policy changes, or business reasons. Company will have no liability for any change to the workspace, including any paid features, or any suspension or termination of your access. You should export or save any important AI outputs as needed since access may be modified and you could lose access to such content.

AI Providers are solely responsible for their tools, models, and any fees they may charge for direct access. If there is a dispute between you and an AI Provider about their service, Company disclaims liability for any such dispute.

AI Providers each reserve the right to change their tools, policies, or availability at any time, which may affect access through the workspace. AI Providers make no guarantee as to the availability or performance of their tools.

12. Copyright Complaints

If you believe that your intellectual property rights have been infringed, please send notice to [legal email]. We may delete or disable content that we believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate. Written claims concerning copyright infringement must include the following information:

  • A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest.
  • A description of the copyrighted work that you claim has been infringed upon.
  • A description of where the allegedly infringing material is located in the Service so we can find it.
  • Your address, telephone number, and e-mail address.
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

13. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Company, its affiliates and each of their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Company Entities") from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys' fees), and other losses arising out of or relating to:

  • Your unauthorized use of, or misuse of, the Service
  • Your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation
  • Any claim that your Input or use of AI tools violates any third-party intellectual property, publicity, confidentiality, privacy, or other rights
  • You have violated these Usage Guidelines or committed any act (or omission) that is a violation of these Terms
  • You have failed to remit any taxes to the applicable governmental authority or to provide accurate information as described in the payment terms

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

14. Disclaimer of Warranties

The workspace, AI tools, and AI Outputs are provided "as is" and on an "as available" basis. Company disclaims all warranties of any kind, whether express or implied, relating to the workspace, AI tools, and AI Outputs, including: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (b) any warranty arising out of course of dealing, usage, or trade. Company does not warrant that the workspace, AI tools, or AI Outputs will be uninterrupted, secure, accurate, or free of errors, viruses, or other harmful components, and Company does not warrant that any issues will be corrected. You agree that any use of AI Outputs from the workspace is at your sole risk and you will not rely on any AI Output as a sole source of truth. The laws of some jurisdictions do not allow the disclaimer of implied warranties, so some or all of these disclaimers may not apply to you.

Company will not be liable to you or any third party for any currency conversion, foreign transaction fees, or issues arising from third-party AI provider policies or performance.

15. Limitation of Liability

15.1 No Indirect Damages

To the fullest extent permitted by law, in no event will the Company Entities be liable for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to these Terms, the Service, or Content, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not any Company Entity has been informed of the possibility of damage.

15.2 Liability Cap

To the fullest extent permitted by law, the aggregate liability of the Company Entities to you for all claims, damages and losses arising out of or relating to these Terms, the Service, and Content, whether in contract, tort, or otherwise, is limited to the greater of: (a) the amount you have paid to Company for access to and use of the Service in the six (6) months prior to the event or circumstance giving rise to the claim or, if greater, (b) $100. The foregoing limitations are essential to these Terms, and we would not offer the Service to you under these Terms without these limitations. The limitations in this section will apply even if any limited remedy fails of its essential purpose.

16. Dispute Resolution

Please read this section carefully as it affects your rights.

16.1 Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Company, whether arising out of or relating to these Terms (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. You may opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within 30 days after the update has taken effect, by sending an email to [legal email] from the email address used to create your account, and providing your first and last name and a clear statement of intent that you intend to exercise your right to opt out of mandatory arbitration.

16.2 Prohibition of Class and Representative Actions and Non-Individualized Relief

You and Company agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Company agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s), except that you may pursue a claim for and the arbitrator may award public injunctive relief under applicable law to the extent required for the enforceability of this provision.

16.3 Pre-Arbitration Dispute Resolution

Company is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing [legal email]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice") to Company, [Address], with an electronic copy additionally sent to [legal email]. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Company or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled.

16.4 Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

16.5 Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Company or you under the AAA Rules, Company and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

16.6 Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

16.7 Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

16.8 Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, Company agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

17. Miscellaneous

17.1 General

These Terms, including the Privacy Policy, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Company regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

You may not modify these Terms without written agreement from us.

We may modify these Terms, including any referenced policies, at any time. Unless otherwise required by law, if we amend material terms to these Terms, we will notify you via the email address provided by you in your account to give you an opportunity to review any material changes to these Terms before they go into effect. Your continued use of the Service after non-material changes, or after reasonable notice to you of any material changes to the Terms, constitutes acceptance of those changes. If you do not agree to the amendments or to any of the terms in these Terms, your only remedy is to cease use of and cancel any subscriptions to the Service.

17.2 Governing Law

California law will govern these Terms except for its conflicts of laws principles. Except as provided in the Dispute Resolution section above, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Francisco, California.

17.3 Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

17.4 Contact Information

You may contact us by sending correspondence to Company, [Address], or by emailing us at [contact email].

Unless stated otherwise, you must send notices to us relating to these Terms to: [legal email].

17.5 No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

17.6 Export and Trade Controls

You must comply with all applicable trade laws, including sanctions and export control laws. The Service 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. Our Service 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.

Contact Us

If you have any questions about these Terms or the Service, you can reach us at [contact email].

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These combined Terms of Service incorporate comprehensive provisions for software platforms offering AI-powered tools, subscription services, premium content access, and usage-based features. The terms include detailed payment processing, arbitration procedures, content ownership rights, and extensive legal protections. All bracketed placeholders should be customized with your specific company information, contact details, and service offerings.

Providing subscription based temporary use of non-downloadable cloud-based software for access to third party artificial intelligence (AI) technologies.