Terms and Conditions

These Terms of Use apply when you use the services of WenGenie.AI or our affiliates, including our application programming interface, software, tools, developer services, data, documentation, and websites (“Services”). By using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information.

1. Registration and Access

You must be at least 16 years old to use the Services. Ifyou are under 18 you must have your parent or legal guardian’s permission touse the Services. If you use the Services on behalf of another person orentity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occurusing your credentials.

2. Usage Requirements

(a) Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with theseTerms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.

(b) Feedback. We appreciate feedback, comments,ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.

(c) Restrictions. You may not (i) use theServices in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate orotherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent suchrestrictions are contrary to applicable law); (iii) use output from theServices to develop models that compete with WebGenie.AI; (iv) except aspermitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or webdata extraction; (v) represent that output from the Services was human-generated when it is not or otherwise violate our Usage Policies; (vi)buy, sell, or transfer API keys without our prior consent; or (vii), send usany personal information of children under 16 or the applicable age of digitalconsent. You will comply with any requirements in our documentation.

(d) Third Party Services. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.

3. Content

(a) Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Servicesbased on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. Subject to your compliance with these Terms, WebGenie.AI hereby assigns to you all its right, title and interest in and to Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. WebGenie.AI may use Content toprovide and maintain the Services, comply with applicable law, and enforce ourpolicies. You are responsible for Content, including for ensuring that it doesnot violate any applicable law or these Terms.

(b) Similarity of Content. Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output for WebGenie.AI or a third party. For example, you may provide input to a model such as “What color is grass?” and receive output such as “Grass is green.” Other users may also ask similar questions and receive the same response. Responses that are requested by and generated for other users are not considered your Content.

(c) Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Output that does not accurately reflect real people, places, orfacts. You should evaluate the accuracy of any Output as appropriate for youruse case, including by using human review of the Output.

4. Confidentiality, Security and Data Protection

(a) Confidentiality. You may be given access to Confidential Information of WebGenie.AI, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Informationin the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means non public information that WebGenie.AI or its affiliates or third parties designate as confidential or should reasonably be considered confidential undert he circumstances, including software, specifications, and other non public business information. Confidential Information does not include informationthat: (i) is or becomes generally available to the public through no fault ofyours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to WebGenie.AI and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact WebGenie.AI and provide details of the vulnerability or breach.

(c) Processing of Personal Data. If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. If you will be using the WebGenie.AI API for the processing of “personal data” as defined in the GDPR or “Personal Information” as defined in CCPA,please contact us to request us to execute our Data Processing Addendum.

5. Indemnification; Disclaimer of Warranties; Limitationson Liability

(a) Indemnity. You will defend, indemnify, andhold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.

(b) Disclaimer. THE 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 LIMITEDTO 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 CONTENTWILL BE SECURE OR NOT LOST OR ALTERED.

(c) Limitations 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 FORLOSS 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 SHALL 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.

6. Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASSACTION WAIVER PROVISIONS:

(a) MANDATORY ARBITRATION. You and WebGenie.AI agree to resolve any past or present claims relating to these Terms or ourServices through final and binding arbitration, except that you have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by filling within 30 days of agreeing to these arbitration terms orthe relevant changes.

(b) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against WebGenie.AI, you agree to try to resolvethe dispute informally by sending us notice at [email protected] of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process. If you reside in the EU, the European Commissionprovides for an online dispute resolution platform, which you can access athttps://ec.europa.eu/consumers/odr.

(c) Arbitration Forum. Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and can not obtain a waiver, WebGenie.AI will pay them for you. WebGenie.AI will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(d) NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff orclass member in any purported class, consolidated, or representativeproceeding. Class arbitrations, class actions, private attorney generalactions, and consolidation with other arbitrations are not allowed. If for anyreason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action,proceeding, or counter claim. This does not prevent either party from participating in a class-wide settlement of claims.

7. General Terms

(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and WebGenie.AI or any of WebGenie.AI’s affiliates. WebGenie.AI and you are independent contractors and neither party will have the power to bind the other or to incur obligationson the other’s behalf without the other party’sprior written consent.

(b) Use of Brands. You may not use WebGenie.AI’s or any of its affiliates’ names, logos, or trademarks, without ourprior written consent.

(c) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to WebGenie.AI and its affiliates, and WebGenie.AI shall have the right to seek injunctive relief against you in addition to any other legal remedies.

(d) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and WebGenie.AI regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and WebGeni.AI on that subject.