Effective February 9, 2024

These Terms of Use (“Terms”) form an agreement between you and MindpoolAI LLC, a California limited liability company (“MindpoolAI”). By using our Services, you agree to these Terms. These Terms apply to your use of all MindpoolAI services for individuals, along with any associated software applications and websites (all together, “Services”).

Using MindpoolAI Services

What You Can Do. Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws and any other documentation, guidelines, or policies we make available to you.

What You Cannot Do. You may not use our Services for any illegal, harmful, or abusive activity. For example, you may not:

• Use our Services in a way that infringes, misappropriates or violates anyone’s rights.
• Modify, copy, lease, sell or distribute any of our Services.
• Attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).
• Automatically or programmatically extract data or Output (defined below).
• Represent that Output was human-generated when it was not.
• Interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services.
• Use Output to develop models that compete with Third Party Services (as defined below) or MindpoolAI.
• Software. Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure you’re using the latest version. Our software may include open source software that is governed by its own licenses that we’ve made available to you.

Corporate Domains. If you create an account using an email address owned by an organization (for example, your employer), that account may be added to the organization's business account with us, in which case we will provide notice to you so that you can help facilitate the transfer of your account (unless your organization has already provided notice to you that it may monitor and control your account). Once your account is transferred, the organization’s administrator will be able to control your account, including being able to access Content (defined below) and restrict or remove your access to the account.

Third Party Services. Our services include third party software, products, or services, (“Third Party Services”) and some parts of our Services, may include output from those services (“Third Party Output”). Third Party Services and Third Party Output are subject to their own terms, and we are not responsible for them. By using MindpoolAI’s Services, you agree to be bound by the terms and conditions of Third Party Services that provide Third Party Output to the Services and which may include liability limitations, warranty disclaimers, copyright violation protections and dispute resolution provisions. You are encouraged to review the Third Party Services terms and conditions which you intend to use as part of the Services.

Feedback. We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.

Content

Your Content You may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You are responsible for Content that violates the terms and conditions of any Third Party Services that transmit Output to the Services. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

Ownership of Content As between you and MindpoolAI, and to the extent permitted by applicable law and applicable Third Party Services used to provide the Services, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output. Notwithstanding the foregoing, you grant a nonexclusive, worldwide, irrevocable, royalty-free license to MindpoolAI to use, copy, transmit, index, model, and aggregate (including with other customers’ content) Content for the purpose of (1) developing, improving or customizing the Services, and (2) publishing, displaying, and distributing anonymous information (i.e., information where you or other customers are not capable of being identified) derived from the Content.

Our Use of Content We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

Accuracy The Output from the Services is sourced from Third Party Services such as ChatGPT, Gemini, LLAMA 2, Mistral and other Third Party Services based on artificial intelligence or machine learning. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.

When you use our Services you understand and agree:

• Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
• You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
• You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
• Our Services may provide incomplete, incorrect, or offensive Output that does not represent MindpoolAI’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with MindpoolAI.

Registration and Access

Minimum Age. You must be at least 13 years old or the minimum age required in your country to consent to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services.

Registration. You must provide accurate and complete information to register for an account to use our Services. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf.

Our IP Rights

You must provide accurate and complete information to register for an account to use our Services. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf.

Paid Accounts

Billing. If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You’re responsible for all applicable taxes, and we’ll charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received.

Cancellation. You can cancel your paid subscription at any time. Payments are non-refundable, except where required by law. These Terms do not override any mandatory local laws regarding your cancellation rights.

Changes. We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

Termination and Suspension

Termination. You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to our Services or delete your account if we determine:

• You breached these Terms or our Usage Policies.
• We must do so to comply with the law.
• Your use of our Services could cause risk or harm to MindpoolAI, our users, or anyone else.

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.

Appeals. If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting our support team.

Discontinuation of Services

We may decide to discontinue our Services, but if we do, we will give you advance notice and a refund for any prepaid, unused Services.

Disclaimer of Warranties

OUR SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

Limitation of Liability

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED ​​THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

MINDPOOLAI’s AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

Indemnity

If you are a business or organization, to the extent permitted by law, you will indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) from third party claims arising out of or relating to your use of the Services, Third Party Services and Content or any violation of these Terms.

General Terms

Assignment. You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.

Changes to These Terms or Our Services. We are continuously working to develop and improve our Services. We may update these Terms or our Services accordingly from time to time. For example, we may make changes to these Terms or the Services due to:

• Changes to the law or regulatory requirements.
• Security or safety reasons.
• Circumstances beyond our reasonable control.
• Changes we make in the usual course of developing our Services.
• To adapt to new technologies.

We will give you at least 30 days advance notice of changes to these Terms that materially adversely impact you either via email or an in-product notification. All other changes will be effective as soon as we post them to our website. If you do not agree to the changes, you must stop using our Services.

Delay in Enforcing These Terms. Our failure to enforce a provision is not a waiver of our right to do so later. If any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

Trade Controls. You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

Entire Agreement. These Terms contain the entire agreement between you and MindpoolAI regarding the Services and, other than any Service-specific terms, supersedes any prior or contemporaneous agreements between you and MindpoolAI.

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 Los Angeles, California.

Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve any claims arising out of these Terms or the Services informally (“Dispute”). You agree to do so by sending us notice via email at legal@mindpoolai.com. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate a legal action. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process. In the event of any Dispute that becomes a legal action, the prevailing party shall be entitled to its fees and costs associated therewith.