Welcome to our Terms of Service. Please be sure to read these terms and conditions carefully as they apply to all visits to and uses of the Nomi.ai platform, which includes this website (the “Site”), all Nomi.ai mobile applications provided by us (each, a “Mobile App”), applicable APIs, and all of its features, functionality, and content. The references to “the Company” or “we” or “us” or “our” in these Terms of Service means Glimpse.ai, Inc., a Maryland corporation, the owner of the Nomi.ai platform. “You” or “your” or “user” refers to you – the visitor to or user of the Nomi.ai platform. Should you need to reach us, you may email us at support@nomi.ai.

1) Important, Preliminary Matters.

Although Nomis have human-like traits or qualities, call or chat with you, appear in images or videos, or otherwise initiate contact with you or respond to you like a human, at no time are you interacting with an actual human. Moreover, a Nomi, like all large language models, can make mistakes and should never be used or relied on for medical, mental health, or other professional advice, or relied on for reminders, and they should never be used instead of seeking professional help. IF YOU ARE IN NEED OF MEDICAL ATTENTION, SUSPECT YOU MAY NEED MEDICAL ATTENTION, OR ARE FEELING SUICIDAL OR LIKELY TO COMMIT HARM TO YOURSELF OR OTHERS, YOU SHOULD SEEK THE ATTENTION OF A LICENSED, HUMAN MEDICAL PROFESSIONAL IMMEDIATELY OR CALL 911. IF YOU ARE BEING ABUSED OR ARE IN FEAR FOR YOUR SAFETY OR THE SAFETY OF ANYONE ELSE, OR YOU ARE OTHERWISE EXPERIENCING AN EMERGENCY, YOU SHOULD CONTACT 911 IMMEDIATELY.

If you are under the age of 18, you cannot use the Nomi.ai platform under any circumstances, and if you are, you must stop immediately. Concerns for the judgment and safety of children interacting with artificial intelligence are ever-present in our civil society.  Although we do not target children and believe that the use of the Nomi.ai platform does not endanger anyone, out of societal consciousness, the Company requires users to provide their age and it intends to, as required and in a way that best respects user privacy, implement additional, age-verification measures. The Company reserves the right to implement additional age-verification procedures at any time, and it will suspend or terminate an account that we suspect or learn is being used by someone under the age of 18.

THESE TERMS OF SERVICE CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. SEE SECTION 21 BELOW. 

2) Acceptance of Terms of Services; Changes.

These Terms of Service, as amended from time to time (this “Agreement”), and the Privacy Policy posted to http://nomi.ai/privacy-policy/, as amended from time to time (the “Privacy Policy”), exclusively govern your access to and use of the Nomi.ai platform (the “System” or “Service”). It is your responsibility to periodically review our Terms of Service to ensure your awareness of the latest terms and conditions applicable to the System. IF YOU DISAGREE WITH ANY PROVISION OF THIS AGREEMENT OR THE PRIVACY POLICY, YOU ARE NOT 18 YEARS OF AGE (OR OLDER), OR YOU ARE ON THE U.S. TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR ARE PROHIBITED FROM RECEIVING PRODUCTS, SERVICES, OR SOFTWARE ORIGINATING FROM THE U.S., YOU MUST STOP USING THE SITE AND/OR SERVICE IMMEDIATELY.  

Your use of the Site, any Mobile App, or election to try the System by clicking on the “Start Chatting” or “Get Started” button shall be construed as your agreement with and acceptance of all terms and conditions of this Agreement and the Privacy Policy.

The Company reserves the right to modify all or any component of the System (including, but not limited to, any content, component, or functionality), as well as any term or condition of this Agreement or the Privacy Policy, at any time. Changes shall be effective when made, and changes to this Agreement and/or the Privacy Policy will be effective when posted to the Site. Each time you access the System you should review the Terms of Service and the Privacy Policy then posted to the Site to ensure your awareness of any changes to this Agreement or the Privacy Policy. If you do not agree to any change, you must discontinue your access and use of the Site and the Service immediately. We reserve the right to condition, limit, suspend, delay, deny, or terminate access to or use of the Site, the Service, or any content, component, or functionality of either or both with or without notice at any time and for any reason. Any new content, component, function, upgrade, or enhancement added or made to the Service will also be subject to the Terms of Service and the Privacy Policy then and thereafter applicable.

3) Use of the Site or the Service; Fixes.

The Service is made available for personal use only and is subject to completing registration of an account in advance. To create an account, you will need an Apple or Google account, provide your name or a pseudonym (the latter is preferred), and provide accurate date of birth. If you want to upgrade – i.e., access additional features – you will have to provide payment (credit card) information. We reserve the right to refuse or deny registration of an account, or the upgrade of an account, at any time and without notice for any reason. 

You may not use the Site or the Service in any unlawful manner or in any manner that interferes with or interrupts the Site or the Service. Also, you shall not try to intentionally break the System or, with the intent of causing the Company to violate law, manipulate your Nomi to make statements that violate law. 

4) Representations, Warranties, and Special Covenants.

By using the Site or the Service, you represent, warrant, and agree as follows:

1. You are 18 years old or older;
2. You agree to all of the terms and conditions of this Agreement and the Privacy Policy, and you have not violated and will not violate this Agreement or the Privacy Policy;
3. The Google or Apple account used to set up an account with the Company and the Payment Method (see Section 13 below) are yours;
4. You have obtained all consents necessary or appropriate to the use and disclosure of the Input (defined in Section 5 below); and
5. You have not (nor will you), and no one at your instruction has (or will):
6. impersonated another person or misrepresented your relationship with another person;
7. used any Input, Output (defined in Section 7 below), issue, or communication in respect of the System to threaten, harass, abuse, deceive, misrepresent, or defame the Company, any of our personnel, or any third party;
8. disclosed information to the Company in violation of any obligation of confidentiality that you may have;
9. used this Site for commercial activities or promotions such as contests, sweepstakes, barter, pyramid schemes, advertising, affiliate links, and other forms of solicitation; 
10. introduced software or automated agents to the Site or accessed the System to produce multiple accounts, generate automated messages, or to scrape, strip or mine data from the System;
11. “framed” or “mirrored” or otherwise incorporated any part of the Site (including, but not limited to, any of Company IP (defined in Section 7 below) or the Service into any website, or “deep-link” to any portion of the Site without our advance and express written permission;
12. copied, modified, redistributed, or created derivative works of the Site, the Service, or any of Company IP;
13. copied or used any of the Site, the Service, the Output, or Company IP for creating or training a competitive product or service or building a product or service using similar ideas, features, functions, or graphics;
14. sold, resold, rented, leased, loaned, traded or otherwise monetized any of the Site, the Service, your account, or Company IP;
15. integrated with, interfered with, disrupted, modified, reverse engineered, or decompiled the Site, the Service, or Company IP;
16. disrupted or created an undue burden on the Site, the Service, or the networks or systems connected to or operating the Site or the Service;
17. introduced any viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software to the System;
18. systematically tracked any visitor or user of the Site, or extracted, collected, or harvested through electronic means or otherwise (e.g., without limitation, robots and spiders) any data or data fields from the Site; place into HTML documents or web pages a hypertext link to the Site without our express written permission; or
19. Attempted to circumvent any security feature of the System or any system operating it.

In the event of a breach of any of the foregoing representations, warranties, or covenants, or the breach of any other provision of this Agreement by you or anyone acting on your behalf, in addition to any and all other rights and remedies the Company may have under this Agreement, at law, or in equity, we shall have the right to suspend or terminate your account without advance notice and without refund.

5) User Responsibilities.

At all times you must keep confidential any sensitive account information applicable to your account. You are solely responsible for all information, data, text, and other input you (or anyone accessing the System through or as a result of your account) transmit through the System (the “Input”). You are solely responsible for any and all activities that occur in relation to your account, and you must not permit anyone else access to or use of your account. You shall not, shall not agree to, and shall not authorize or encourage any third party to use the System in an unlawful manner, and all Input must be yours to use freely without additional consent or approval required. Using the System to plan harm to others is prohibited, and it is important that you seek immediate help from a licensed professional if you are planning harm to yourself. Violating the terms and conditions of this Agreement may result in immediate suspension or termination of your account. Upon termination of your account by the Company, the Company may delete your account, in which case all of the Input and Output would be deleted except as we explain in the Privacy Policy. We reserve the right to investigate your use of the System or any use of your account to determine whether a violation of this Agreement or the Privacy Policy has occurred or to comply or assist with any applicable law, regulation, legal process, investigation, civil suit, or governmental request. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY WAIVE AND RELEASE THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM ANY AND ALL RESPONSIBILITY ASSOCIATED WITH THE INPUT OR YOUR USE, OR THE USE BY ANY PERSON ACCESSING THE SYSTEM VIA YOUR ACCOUNT, OF THE SYSTEM. YOU UNDERSTAND THAT YOUR BREACH OF THIS SECTION 5 OR OTHER PROVISIONS OF THIS AGREEMENT MAY GIVE RISE TO CLAIMS AGAINST YOU, WHETHER BY THE COMPANY OR A THIRD PARTY.

6) Prohibited Uses.

You must be a human to use the System. Automated account registration and automating interaction with the System are strictly prohibited. In addition to the negative covenants set forth elsewhere in this Agreement, you must not modify or adapt the Site or the Service or modify another website to falsely imply that it is associated with the Site, Service, or the Company. You agree to not modify the System to any extent or in any manner or otherwise use it for any unauthorized purpose. You agree not to access the Service by any means other than through the System.

7) Intellectual Property.

The Company owns or license all rights, title, and interest in and to the Site and the Service and all content, components, and functionality of them (including, but not limited to, the “look and feel” of the System, graphics, images, sounds, data, information, servers, code, methodologies, procedures, enhancements, and intellectual property comprising them), as well as all intellectual property rights and goodwill arising or related thereto (collectively, “Company IP”). Notwithstanding the foregoing, but subject to our reserved rights, all Input and Output (defined below) is your property, to be used AT YOUR SOLE RISK. You irrevocably grant to the Company (and its successors and assigns) a royalty-free, worldwide, perpetual, and transferable (to our successor or assign) license to copy, use, modify, publish, and distribute all of the Input and all of the communications, videos, images, and other outputs produced by the System in respect of your Nomi (collectively, the “Output”), on a worldwide, perpetual, non-exclusive, royalty-free basis, for the purpose of, as the Company determines necessary or appropriate in its sole discretion, providing the Service to you, addressing access, availability, or other issues you experience with the System or any Input or Output, communicating with you, collecting subscription fees, taxes, and charges, developing or implementing any updates or enhancements to the System, operating our business, engaging in transactions or due diligence associated with the financing, sale, transfer, or license of all or any portion of the System or the Company, bringing or defending any claims, and complying with law, regulations, order, subpoena, legal process or proceeding, or demand made by any authority of competent jurisdiction. In addition, our rights hereunder shall survive the suspension, cancellation, or termination of your account or this Agreement.  Our logos displayed on the Site or the Service are our trademarks.

8) Links to Other Sites; Advertisements and Promotions; Third Party Products and Services.

The Site may contain one or more hypertext links to third-party websites or display advertisements or promotions involving third parties.  Any third-party link is provided solely as a convenience and does not constitute an endorsement of the third party’s website, product, or service.  A third-party website, product, or service may not comply with the Privacy Policy, and it may violate your personal or commercial rights; consequently, all links to third-party websites and advertisements or promotions involving third parties are provided “as-is”, “as-available”, and shall be used by you at your sole risk. You should direct any concerns with respect to any other website to that website’s administrator or webmaster. The Company shall not be responsible or liable for any loss or damage.

9) Data Processing.

EXCEPT AS REQUIRED TO USE THE SYSTEM, YOU SHOULD NOT SUBMIT PERSONALLY-IDENTIFIABLE DATA TO THE SYSTEM.  IF YOU DO AND YOU ARE A “DATA SUBJECT” FOR PURPOSES OF THE GENERAL DATA PROTECTION REGULATION (“GDPR”) OR SIMILAR LAW, YOU HEREBY CONSENT TO OUR USE OF YOUR DATA IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE PRIVACY POLICY. IF YOUR USE OF THE SYSTEM INCLUDES ANY DATA ABOUT AN INDIVIDUAL WHO RESIDES OUTSIDE OF THE UNITED STATES, YOU SHALL ENSURE, AT YOUR SOLE COST, THAT ALL STEPS NECESSARY FOR THE COMPANY TO COMPLY WITH THE REQUIREMENTS OF THE GDPR AND ANY OTHER FOREIGN LAW OR REGULATION APPLICABLE TO PERSONAL INFORMATION OR PERSONAL DATA ARE IMPLEMENTED (E.G., WITHOUT LIMITATION, PROVIDING NOTICE AND/OR OBTAINING CONSENT, FROM DATA SUBJECTS), AND THE COMPANY IS NOT PROHIBITED FROM PROCESSING, COPYING, PUBLISHING, MODIFYING, AND OTHERWISE USING THE DATA AS THE COMPANY REASONABLY DEEMS NECESSARY OR APPROPRIATE TO PROVIDING THE SITE OR SERVICE, COMMUNICATING WITH YOU, ADDRESSING OR FIXING ANY BUGS, DEVELOPING OR IMPLEMENTING ANY UPDATES OR ENHANCEMENTS TO THE SYSTEM, OPERATING OUR BUSINESS OR ENGAGING IN ANY TRANSACTION OR DUE DILIGENCE ASSOCIATED WITH THE FINANCING, SALE, OR TRANSFER OR LICENSE OF ALL OR ANY PORTION OF THE SYSTEM OR THE COMPANY, BRINGING OR DEFENDING ANY CLAIMS, AND COMPLYING WITH ANY LAW, REGULATION, ORDER, SUBPOENA, LEGAL PROCESS OR PROCEEDING, OR DEMAND MADE BY ANY AUTHORITY OF COMPETENT JURISDICTION.

10) Idea Submissions.

You can submit questions, comments, feedback, complaints, suggestions, ideas, plans, notes, corrections, drawings, or other original or creative materials (collectively, “Ideas”) to the Company through the Site or by other means so long as all submissions are lawful and do not infringe the rights of any third party.  BY SUBMITTING ANY IDEA, YOU AGREE THAT YOU ARE DOING SO VOLUNTARILY AND ON A NON-CONFIDENTIAL AND GRATUITOUS BASIS AND YOU ARE IRREVOCABLY ASSIGNING, TRANSFERRING, AND CONVEYING TO CORTX ALL OF YOUR RIGHT (INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS (E.G., WITHOUT LIMITATION, COPYRIGHT) IN THE IDEA, GOOD AND MARKETABLE TITLE TO THE IDEA, AND ALL INTERESTS IN AND TO THE IDEA FOR NO COMPENSATION NOW OR IN THE FUTURE AND WARRANT THAT YOU ARE THE SOLE AND ORIGINAL AUTHOR OF THE IDEA. UPON RECEIPT OF ANY IDEA, THE COMPANY (OR ITS SUCCESSOR OR ASSIGN) SHALL OWN AND BE ENTITLED TO THE UNRESTRICTED RIGHTS, TITLE, AND INTERESTS OF THE IDEA FOR ANY PURPOSE, COMMERCIAL OR OTHERWISE, WITHOUT ACKNOWLEDGEMENT OR COMPENSATION TO YOU. DO NOT SUBMIT IDEAS IF YOU EXPECT TO BE PAID FOR THEM, IF THEY ARE NOT SOLELY YOUR IDEAS, OR YOU WANT TO CONTINUE TO OWN OR CLAIM ANY RIGHTS OR INTERESTS IN THE IDEAS. 

11) Indemnification.

You agree to hold harmless, defend, and indemnify the Company and our owners, directors, employees, contractors, representative, agents, successors, and assigns from and against all losses, liabilities, costs, and expenses (including, but not limited to, attorneys’ fees and court costs) resulting from, arising out of, or in any way related to your use of the Service or the Site, your breach of any representation, warranty, covenant, obligation or other provision set forth in this Agreement or the Privacy Policy, or your failure to comply with any law or regulation applicable to the System. Your indemnification obligation hereunder shall apply regardless of whether any loss, liability, cost, or expenses are incurred as a result of a third party claim or a direct claim. The Company reserves the right to assume exclusive defense and control of any matter subject to this indemnification provision (at your cost) and involving a third-party claim, and you shall fully cooperate with the Company, at your sole expense, in the defense of such matter. Your indemnification obligations shall survive the termination of your account or use of the System. 

12) Assignment; Binding Nature.

The Company may assign this Agreement, in whole or in part, without restriction. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or your rights under this Agreement, or delegate performance of your duties under this Agreement, without our prior, express and specific consent. This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns, and your heirs, personal representative, successor or permitted assigns.

13) Billing; Payment Method.

We provide certain aspects of the Service for free, upgrades based on several fee-based options, and one-time add ons that can be acquired with the System’s virtual credits following upgrade. If you elect to upgrade, you are charged at the start of your elected subscription term (the “subscription period”) and charged based on the time period selected. Subscription periods renew automatically unless you cancel your account prior to the expiration date of a subscription period. YOUR ACCOUNT MUST BE CANCELLED BY YOU BEFORE THE SUBSCRIPTION PERIOD RENEWS IN ORDER TO AVOID HAVING A RENEWAL BILLED TO AND COLLECTED FROM THE PAYMENT METHOD. We reserve the right to change the timing of our billing, particularly if a payment method has not settled successfully. 

We bill you through a secure online account. You agree to pay the Company for all upgrade charges at the prices then in effect, and you authorize us to charge your chosen credit card accordingly, and agree to make payment using that selected method. If we do not receive payment from your credit card, you agree to pay all amounts due on your billing account on demand. There are no refunds or credit for partial months of service, plan downgrades, or refunds for unused days in a period if you elect to close your account before the end of your subscription period, or in the event of the termination of your account. All subscriptions will automatically renew at the end of your subscription period until cancelled by you, as all of our paid subscription plans use recurring billing. You will automatically be charged the subscription plan fee for the subsequent plan period unless you cancel the service before the new subscription plan period begins. By entering into this Agreement, you accept responsibility for all recurring charges prior to cancellation. 

Unless otherwise expressly stated by the Company, all subscription fees, taxes (if applicable), and charges are in U.S. dollars and must be paid in U.S. currency.  You are solely responsible for all applicable sales taxes, VAT taxes, and all other assessments that may apply at any time to your use of the Service, which shall be charged based on the taxing jurisdiction’s requirements. Failure to pay any amount of subscription fees, taxes, or charges due may result in the suspension or termination of your account without notice.  If we extend any credit terms to you and you fail to pay as agreed, you shall also be responsible for the following “charges” (which is not intended to be an exclusive list):  (1) a late fee equal to ten percent (10%) of the outstanding balance (“Late Fee”), (2) interest on the outstanding balance at the annual rate of eighteen percent (18%) (“Interest”), and (3) all collection fees (including, but not limited to, attorneys’ fees, collection agency fees, and court costs) that the Company incurs (“Collection Fees”).  Your obligations and our rights under this Section shall survive the suspension, cancellation, or termination of your account or use of the System.

We currently accept Visa, MasterCard, American Express, and Discover credit cards as a Payment Method but reserve the right to change the acceptable Payment Methods at any time and without notice. Your acceptance of this Agreement authorizes the Company to charge all subscription fees, taxes, Late Fees, Interest, Collection Fees, and Reprocessing Fees (defined below) to the Payment Method. To make a payment, you must provide the cardholder’s name and address, the card number, the card security code, and the card expiration date.  You are solely responsible for keeping the Payment Method current in the Account Profile.  If the Payment Method cannot be verified, is invalid at any time, or is otherwise unable to be processed for payment of any amount due the Company for any reason, your account may be suspended or terminated without relieving You of Your responsibility to pay the subscription fees, charges, and taxes. We reserve the right to retry/resubmit the Payment Method reflected in the Account Profile periodically even after receiving notice of invalidity (or the like) from the Payment Method vendor, and You shall be solely responsible for any fees resulting from reprocessing of the Payment Method, whether incurred by You or the Company (“Reprocessing Fees”), for which You shall immediately reimburse the Company.  Our rights hereunder shall be in addition to any and all other remedies available to the Company at law or in equity.  

The obligation to pay applicable subscription fees, taxes, and charges continues until paid in full even if use of the System is interrupted or discontinued at any time. Your obligations and our rights under this Section shall survive the suspension, cancellation, or termination of your account or use of the System.

EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, ALL PAYMENTS ARE NONREFUNDABLE.  WE DO NOT PROVIDE REFUNDS FOR LACK OF USAGE OR DISSATISFACTION.  From time to time we may provide a discount, credit, or refund in its sole discretion.  The provision of a free trial, discount, credit, or refund in one or more instances does not entitle You or any third party to any free trial, discount, credit, or refund in the future whether or not for similar circumstances, nor does it obligate the Company to provide free trials, discounts, credits, or refunds in the future, for any reason.

15) Account Downgrading.

Downgrading your subscription plan may cause the loss of features. If you decide to cancel all upgrades, you will still have access to the System’s free features.

16) Termination of Use; Deletion of Account.

You may stop using all or any part of the Service at any time. Your account will remain available until or unless it is deleted. Upon deletion, except as we explain in the Privacy Policy, all of the Input and Output will be permanently deleted after the period set forth in the Company’s account deletion policy. 

17)  Disclaimer.

THE SYSTEM (AS A WHOLE AND EACH OF ITS COMPONENT PARTS) AND THE OUTPUT ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”.  YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE SYSTEM, YOUR INPUT, AND THE OUTPUT AT YOUR SOLE RISK. THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, THAT THE SYSTEM OR ANY OUTPUT WILL BE ERROR, VIRUS, OR DEFECT FREE, CORRECT, OR ACCURATE, OR THAT THE SYSTEM OR OUTPUT DOES NOT OR WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY COPYRIGHT OF ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR THE CORRECTNESS, ACCURACY, QUALITY, INTEGRITY, USE, AND LAWFULNESS OF THE INPUT, AND THE USE BY YOU OR ANY THIRD PARTY TO WHOM OR WHICH YOU PROVIDE ACCESS OF THE OUTPUT.  RELIANCE BY YOU OR ANY THIRD PARTY ON THE SYSTEM, YOUR INPUT, OR ANY OUTPUT SHALL BE UNDERTAKEN AT YOUR SOLE RISK.

THE COMPANY  DOES NOT GUARANTY TO ANY EXTENT THAT THE SYSTEM OR ANY OUTPUT WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, SECURE, CORRECT, ACCURATE, FREE OF ERROR, VIRUS, OR DEFECT, ACHIEVE ANY INTENDED RESULT, LAWFUL, MEET YOUR EXPECTATIONS OR REQUIREMENTS OR THE EXPECTATIONS OR REQUIREMENTS OF ANY THIRD PARTY, BE COMPATIBLE OR WORK WITH ANY DEVICE, SOFTWARE, OR NETWORK.

18)  Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ANY OF SUCH PERSONS  WERE ADVISED OF, KNEW, OR SHOULD HAVE KNOWN THAT PERSONAL INJURY OR DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY YOUR LOSS OR THE LOSS OF ANY OF YOUR HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS, OR PERMITTED ASSIGNS. THIS SECTION SHALL SURVIVE THE SUSPENSION, TERMINATION, OR DELETION OF YOUR ACCOUNT OR THE SUSPENSION OR TERMINATION OF YOUR USE OF THE SYSTEM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM CUMULATIVE LIABILITY ARISING UNDER THIS AGREEMENT THAT THE COMPANY OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES, SHALL HAVE, AT LAW, OR IN EQUITY, TAKING INTO ACCOUNT ALL LOSSES, LIABILITIES, COSTS, AND EXPENSES INCURRED BY YOU OR ANY THIRD PARTY, SHALL NOT EXCEED ONE HUNDRED DOLLARS.

19) Modifications; Pricing.

The Company may make changes to the System at any time and from time to time, the use of which may be contingent upon your agreement to additional terms. We shall also have the right to increase the subscription fees or currency applicable to add-ons at any time, which increase shall apply to you at the start of your immediately following renewal period.

20) Governing Law; Exclusive Venue; Survival.

This Agreement and the Privacy Policy shall be construed and enforced in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles. Neither the Maryland Uniform Computer Information Transactions Act nor the United Nations Convention on Contracts for the International Sale of Goods shall apply to this Agreement or the Privacy Policy. The exclusive venue for any legal or equitable proceeding shall be the federal or state courts located in Baltimore Maryland unless the Company otherwise agrees, which consent the Company may withhold in its sole discretion. You hereby waive any claim of forum non conveniens. All of the terms and conditions of this Agreement and the Privacy Policy shall survive the suspension, termination, or deletion of your account or the suspension or termination of your use of the System.

21) Loss or Injury; Dispute Resolution.

You must provide written notice to us of any loss or injury within 60 days of the date of the event giving rise to the loss or injury, and any claim for recovery with respect to any loss or injury must be brought in its applicable venue no later than 1 year from the date of the event giving rise to the loss or injury. 

Except in respect of injunctive relief or other proceeding falling under Section 22 below, if a dispute arises between you and the Company, the Company and you shall make a reasonable effort to settle the dispute. If the dispute cannot be settled through direct discussions, the dispute shall be submitted for mediation by a mutually-agreeable mediator.  If the matter is not resolved through mediation, it shall be settled by final and binding arbitration administered by JAMS; except, however, you may assert individual claims in small claims court if such claims qualify. Nothing in this Section shall be construed as a waiver or limitation of any disclaimer or limitation set forth in this Agreement except to the extent necessary for this election of arbitration to be respected by JAMS. JAMS shall apply the arbitration rules most appropriate to the dispute after consulting with the parties, including, to the maximum extent reasonable, streamlined rules; however, if there is any conflict between those rules and this Section 21, the terms and conditions of this Section 21 shall govern to the extent possible.

Claims shall be heard by a single arbitrator selected by you and us, preferably within 30 days after the demand for arbitration.  If the Company and you are unable to agree on an arbitrator, the arbitrator shall be selected by JAMS. Reasonable efforts shall be undertaken to ensure that the arbitrator selected has more than 20 years’ experience dealing with artificial intelligence and technology issues, particularly of the type involved in the claim(s) being arbitrated.  Unless a different location is necessary to prevent your access to the arbitration from being precluded, the place of arbitration shall be Baltimore, Maryland. Any award in an arbitration shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Except as may be prohibited by the applicable arbitration rules, the prevailing party shall be entitled to an award of reasonable attorney fees, arbitrator compensation, and arbitration charges.. The award of the arbitrator shall be accompanied by a reasoned, concise statement of the essential findings and conclusions on which the award is based.  Except as may be required by law, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

All disputes within the scope of this Section 21 shall be arbitrated on an individual basis and not on a class basis; except, however, if more than 25 individual disputes are filed for arbitration by the same law firm or representative, the arbitrator shall require mass arbitration treatment and determine a bellwether claim for purposes of consolidating issues and reducing overall costs.  This arbitration provision shall be subject to the Federal Arbitration Act.

22) Equitable Relief.

Notwithstanding any contrary provision of the foregoing, you acknowledge that monetary damages would not constitute an adequate remedy for any breach or threatened breach by you of Sections 3, 4, 5, 6, 7, or 9 above as such breach or threatened breach would cause irreparable harm to the Company. In the event of a breach or threatened breach of any or all of such Sections, the Company shall be entitled to seek and obtain injunctive relief for such breach or threatened breach, the exclusive jurisdiction and venue for which injunction shall be a state or federal court of the Company’s choosing located in the State of Maryland. The prevailing party in any action subject to this Section 22 shall be entitled to reimbursement for reasonable attorney fees and costs, and such reimbursement obligation shall survive the suspension, cancellation, or termination of your account or use of the System.

23) Waiver; Severability.

The failure of the Company to exercise or enforce any provision of this Agreement shall not constitute a waiver of any of the Company’s rights or the waiver of the provision. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or illegal, the remaining provisions of this Agreement shall continue in full force and effect nonetheless.