TERMS OF USE
These Terms of Use (hereinafter also referred to as the Terms) govern the commercial relationship on provision by AIceberg Labs, Inc. (hereinafter also referred to as the Company, we, us) to users (hereinafter also referred to as the User, you, your) of access to Talefy using, including, but not limited to, the website located at: https://talefy.ai (including any of its subdomains and sites translated into other languages) in order to receive our Services. Please read these Terms carefully as they affect your legal rights and obligations. By using Talefy, our Services or any other related product or service, you agree to these Terms, Privacy Policy and Cookie Policy. Please read these Terms, Privacy Policy and Cookie Policy carefully each time before using Talefy, accessing the Services and before providing us with any information. If you do not agree to these Terms, do not access Talefy, the Services or any other aspect of our business.
1. DEFINITION OF TERMS
In these Terms, the following terms are used with the following meanings:
1.1
Terms means these Terms of Use, together with all agreements and documents incorporated into them by reference, as amended by us from time to time.
1.2
Site is an Internet resource owned by the Company, located on the global Internet at the address: https://talefy.ai (including its subdomains and sites translated into other languages) and which provides the User with access to Talefy. In addition to the website, the term "Site" may also refer to a mobile application. Within this document the term "site" will also encompass "website / application".
1.3
Talefy is a service through which users can create content (audio, video, photos) using artificial intelligence tools.
1.4
The company, we, us means AIceberg Labs, Inc., a company registered and operating under the laws of the state of Delaware (USA), registration code: 38-4268245, legal address: Delaware 651 N Broad St, Suite 201, in the city of Middletown, zip code 19709.
1.5
User means a person or organization that is registered with Talefy for the purpose of using our Services; if you are acting on behalf of an organization, "your" and "you" mean both you, the individual using Talefy, the Services, and the legal entity on whose behalf you are acting. Your Registration Obligations. When you register to use the Services, you agree to provide accurate and complete information about yourself. If you are under 18 years old OR if you are an EU citizen or resident under 18 years old, do not sign up for the Services – you are not authorized to use them. You are responsible for maintaining the confidentiality of your password and account, and for all activities that occur under your password or account. You agree to immediately notify Talefy of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session when accessing the Services. Talefy will not be liable for any loss or damage arising from your failure to comply with this paragraph. You acknowledge that Talefy may establish general practices and limits concerning use of the Services. These may include, without limitation, the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Talefy’s servers on your behalf. You agree that Talefy has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Services. You acknowledge that Talefy reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Talefy reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. Email Notifications. You consent to receive notifications from us electronically to the e-mail address you provide to us. These notifications may be about your account, changes to our service, or other updates or marketing relating to our platform.
1.6
User Content means any content, information or materials posted, created or provided by Talefy Users, including when using the Services.
1.7
Services means a service through which users can create content (audio, video, photos) using artificial intelligence tools.
1.8
Subscription means the tariff plan chosen by you and paid for in connection with your acquisition of the right to use the Services.
1.9
Account means the User's electronic account on Talefy, which is automatically created during registration and through which the User can use the functionality of Talefy, access our Services. The account can be used by only one User. The transfer of data for access to the Account to another User (another person) is not provided for.
1.10
Intellectual property means software, code, graphics, content, design, information, drawings, animations, videos, images, any service and product names, logos, trademarks and other marks protected by copyright available on Talefy, on the Site, when using the Services or otherwise provided by us.
1.11
Dispute means any dispute, claim, suit, action, cause of action, demand or proceeding. Unless the context otherwise requires, a reference to one gender includes a reference to the other genders; words in the singular include the plural, and in the plural - the singular; any words following the terms "including", "in particular", "for example", "including but not limited to" or any similar expressions shall be construed as illustrative and shall not limit the meaning of the words, description, definition, a phrase or term preceding these terms; section headings do not affect the interpretation of these Terms.
2. GENERAL PROVISIONS
2.1
These Terms are a legally binding agreement between you and us.
2.2
These Terms apply to all without exception Services, features, tools, materials, information, texts available on Talefy and on the Site.
2.3
By creating an Account, checking a box in connection with or in relation to these Terms, or by clicking the "By creating an Account, you accept the Privacy Policy and Terms of Use" button, or by using Talefy and our Services in any way, you (in your own name or on behalf of a person you represent): (i) acknowledge that you have read, understand and expressly agree to these Terms and all agreements incorporated herein by reference (such as the Privacy Policy, Cookie Policy and any other agreements and communications that relate to you) and that form a legally binding agreement between you and us; (ii) assume all obligations set forth herein; (iii) represent and warrant that you have the authority and legal basis to enter into such agreements. In particular, if you are acting on behalf of an organization, you hereby represent and warrant that you have the authority to accept these Terms and enter into a binding agreement with us on behalf of such organization, and you accept these Terms both on behalf of such organization and in your own name; (iv) represent and warrant that you are of legal age to enter into this agreement.
2.4
You likewise agree not to do any of the following in connection with your use of the Services: (i) disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ii) violate any applicable law or regulation; (iii) impersonate any person or entity, or misrepresent your affiliation with a person or entity; (iv) solicit personal information from anyone under the age of 18; (v) harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; (vi) obtain or attempt to obtain any information through any means not intentionally made available or provided for through the Services; (viii) try to evade any technological measure designed to protect the Services or any technology associated with the Services; or (ix) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Services source code, in whole or in part (unless a portion of code within the Services is released as open source and the open source license governing such code expressly permits reverse engineering, copying or other modification). Ability to Accept Terms of Service You affirm that you are at least 18 years of age. You also assert that you possess the legal capacity and competence to comply with, abide by, and consent to the terms, conditions, responsibilities, declarations, representations, and warranties stipulated in these Terms of Service. The Platform and Communities should not be accessed if you are under 18 years of age. Age Requirement JanitorAI is committed to providing a safe Platform for our users. Our Platform is strictly intended for individuals who are at least 18 years of age. If you're under the age of 18, you are not permitted to use this Platform, create an account, or participate in any of our Communities. We take this policy very seriously and will actively remove accounts suspected to belong to individuals under the age of 18. By using JanitorAI, you confirm that you are over 18 and that you'll abide by these terms. Misrepresentation of your age violates our Terms of Service and may result in immediate account termination. By accepting these Terms and using the Website, App(s) or Services, you confirm and warrant that: (i) you are over 18 years old and possess the full legal capability and competence to accept and abide by these Terms; (ii) you agree to adhere to and fulfill all provisions outlined in these Terms in good faith; (iii) you have never been previously barred or excluded from using our Website, App(s), or Services for any reason. You agree to, from time to time as necessary, update any information associated with your user account (including but not limited to, your email, payment information, subscriptions or other supplemental information as the case may be) so that it remains current, accurate and correct at all times. You agree to protect the confidentiality of your user account not to share your user account access and not to disclose your password to any third party.
2.5
The provisions of these Terms remain in effect for as long as you use Talefy, our Services, or any other means and information obtained through Talefy.
2.6
If you do not accept or wish to be bound by these Terms, you must immediately stop using Talefy, your Account, the Services and any other tools available on Talefy.
2.7
We may, at our sole discretion, amend, modify, update and change any provision contained in these Terms. We will notify you of any amendments, changes, updates by posting a new version of the Terms on the Site and updating the "Last updated" date at the top of this document. In addition, we may (but are not obligated to) provide additional notice of changes by sending an email notification to the Account. Unless otherwise specified by us, updated Terms shall be effective immediately upon their posting on the Site.
2.8
If you do not agree to any changes to the Terms, you must immediately stop using Talefy, your Account, the Services. If you continue to use Talefy, the Services, you will be deemed to have read and unquestionably accept the new version of the Terms and agree to be bound by all the provisions set forth therein.
2.9
These Terms, including our Privacy Policy, Cookie Policy and any other agreements, warnings and notices that apply to you are the entire agreement between you and us.
3. SERVICES
3.1
The Company provides the User with the opportunity to create and train various bots based on artificial intelligence in order to integrate them into the User's website or messaging platform (social networks, blogs and messengers) in order to manage sales and ensure communication between the User and his customers, in particular, which allow the User to respond to the requests of his customers in a timely manner in real time by providing personalized responses to requests.
3.2
A detailed description of the functionality available on Talefy is available on the Site in the "Solutions" section.
3.3
The Services and the available functionality of Talefy are subject to regular updates, so we do not make any guarantees that certain Services and their features will be available now or in the future. The Services and their features may change from time to time at our sole discretion. We may also suspend or discontinue certain Services and/or related features in whole or in part at any time with or without prior notice.
3.4
Materials generated by the artificial intelligence system - are materials created by the User using the AI-generator tool and/or marked as "AI-generated content" (Material created by the artificial intelligence system). Author: Talefy. When using materials generated by the artificial intelligence system for public or commercial purposes, it is mandatory to provide a reference to Talefy as the source. When using materials generated by the artificial intelligence system, Talefy does not provide permissions from the owners of intellectual property rights, as well as from individuals whose likeness was used in creating such materials. Talefy shall not be liable and shall not compensate for any damages in case of claims or lawsuits from third parties related to the use of materials generated by the artificial intelligence system. Talefy does not control or verify the created Materials for compliance with the legislation of the jurisdiction applicable to the use of the Materials and shall not be liable for the Materials created by the client using the artificial intelligence system.
4. REGISTRATION
4.1
To use Talefy and the Services, you must register with Talefy and create an Account.
4.2
Registration takes place on the Site.
4.3
To create an Account, you must provide us with certain registration data and information that identifies each person creating an Account, including, but not limited to, name, email address or other information related to you. When creating an Account, you must choose a strong password for your Account as specified during the registration process. The same process applies if you decide to register with Talefy using your social media account (Facebook, Google, Apple, etc.). The latter method also requires you to comply with the terms, conditions, and privacy policies of such third-party service.
4.4
By creating an Account, you warrant that all information you provide is complete, accurate, valid and current, and you agree to update any information you provide to us in a timely manner to ensure the integrity and accuracy of the information. The Company may at any time request you to provide additional documents and information and/or updated documents and/or information and documents previously provided by you, and reserves the right to do so in its sole discretion. Failure to comply with these requirements may result in temporary or permanent termination of access to Talefy, the Services and/or termination of your Account.
4.5
By creating an Account with Talefy you agree to provide the necessary personal information. We will collect, use and disclose such information in accordance with our Privacy Policy. In addition to providing such information, you agree to allow us to maintain a record of this information for as long as your Account is active, and for 5 (five) years after the termination of your Account in accordance with global industry data retention standards.
4.6
You are solely responsible for the proper security and control of any identifiers, passwords you use to access your Account and available Services. Any loss of the above information may result in unauthorized access to your Account by third parties. Do not disclose your login, password or other access data to third parties. We are not responsible for any damages you may suffer due to loss of access to or control of your Account through no fault of ours. As soon as you become aware of any breach of security or unauthorized use of your Account, you must notify us immediately by emailing at [email protected].
4.7
If we determine, in our sole discretion, that there is a risk that you are engaging in any suspicious activity, that you have provided inaccurate or incomplete information during or after creating an Account, that you have violated the Terms, or that it is necessary for security reasons, we may temporarily suspend your Account until the reason for the suspension of your Account is resolved or permanently block your Account. For security reasons, we may additionally block your access to Talefy in general. You agree that we shall not be liable to you or any third party for any termination of access to your Account and/or Talefy due to any breach by you of these Terms.
5. COST OF SERVICES AND PAYMENT TERMS
5.1
After completing the registration procedure, each Talefy User gets access to the free tariff plan provided by Talefy. The validity period of the free tariff plan is 3 days, and in you fill in your payment information (bank card number, date of issue, CVV code, etc.) in the Account, you get access to the 14-day trial version of Talefy. Further switching to the paid tariff plan means that you are satisfied with the quality of Services and servicing in general.
5.2
To receive our Services, after expiration of the free tariff plan, you must get a Subscription. Subscriptions are offered for a fixed amount per month and/or per year. You can apply for a Subscription in your Account.
5.3
We offer several types of tariff plans, which differ in price, terms of use of Services, available functionality. A detailed description of each available type of tariff plan (including the cost and specific terms of use of the Services) is available on the Site at the link: https://talefy.ai and may be updated by us at any time.
5.4
Continued access to the Services will be provided in accordance with the terms of the Subscription you purchased. The User has the right and the opportunity to change the tariff plan to a more convenient one at any time. All operations on changing the tariff plan (and paying for it) are carried out by the User in his Account.
5.5
Payment for any tariff plan is made on the basis of 100% prepayment. The payment procedure is carried out as follows: - The User places an application on the Site in the Account, choosing on the corresponding page of the Site from the proposed tariff plans the one he wishes to purchase and choosing the desired payment method. Choosing a tariff plan, its validity period (for example, a month or a year) and providing your payment information is your offer to us to enter into a remote agreement with you for the provision of services provided within the framework of the tariff plan you have chosen, based on these Terms; - The Company or the Site administration sends the User an invoice for payment. If such an invoice has not been paid by the User within the established time, it may be canceled; - Payment must be made exclusively by one of the methods indicated on the Site (Stripe, PayPal, etc.). If you pay for any monthly Subscription by credit card or PayPal, the Subscription shall be renewed automatically. You can disable automatic renewal of the Subscription independently in your Account.
5.6
Without prejudice to the other provisions of these Terms, the Subscription starts and ends in accordance with the start date and the end date specified in it, unless it is earlier terminated by you or us (if you breach these Terms and/or applicable laws and regulations).
5.7
We reserve the right to change or modify the cost of our Services at any time. Any such changes, modifications enter into force upon posting on the Site. Your first use of your Account and/or the Services following any changes to the Subscription price posted on the Site will constitute your acceptance of such changes. If you do not agree with the posted changes, you may stop using the Services by deleting your Account.
5.8
We cannot be held liable for an offer or quotation which could reasonably be understood to contain an obvious error or inaccuracy.
6. RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1
The User undertakes to: - ensure the confidentiality of his login and password for access to the Account, prevent third parties from using his Account; - provide the Company with reliable personal data and bear responsibility for the reliability of such data; - refrain from using rude and obscene language when communicating with the Company's employees.
6.2
The User has the right not to agree to the Terms, in which case we have the right to deny him access to use Talefy and our Services.
6.3
You represent and warrant that you will use Talefy in compliance with all applicable laws and regulations. It is your responsibility to determine whether your use of our Services complies with the regulations of your country. Use of Talefy for any illegal or discriminatory purpose is prohibited.
6.4
The User is prohibited from using Talefy to send spam or any other content of an offensive or illegal nature.
6.5
The Company undertakes to: - provide the User with access to Talefy and the Services immediately after the User's registration with Talefy in accordance with these Terms; - ensure constant access to Talefy with the login and password chosen by the User; - provide an opportunity to test Talefy before paying for a Subscription.
6.6
The Company has the right to make changes to the interface and functionality of Talefy, as well as to Talefy tariff plans. You will be notified of such changes by updating information on the Site. In addition, we may (but are not obligated to) provide additional notice of changes by sending an email notification to the Account.
6.7
The Company has the right to prohibit (or limit) the actions of the User, which, in the opinion of Talefy employees, violate the Talefy Terms of Use. The Company may also terminate cooperation unilaterally at its discretion and without giving reasons.
6.8
You are solely responsible for all Content you submit to the Services. (When we say “Content you submit” and similar terms, we mean anything you seek to post, transmit, or share, including but not limited to text, images, sounds, video, graphics, information, or other data.) Your use of the Services may be subject to license and use restrictions set forth in the license. You agree not to submit any Content that: (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to submit; (iii) contains software viruses or any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is threatening, abusive, harassing, tortious, bullying, or excessively violent; (vii) is defamatory, libelous, or verifiably false with the purpose of harming others; (viii) constitutes hate speech that demeans or promotes discrimination or violence on the basis of race, ethnicity, gender, religion, age, or other social, physical or mental Talefyistics; (x) constitutes sexual harassment; (xi) constitutes sexual exploitation or abuse of a minor, including sharing child sexual exploitation or abuse imagery or content, grooming, or sexual extortion; (xii) glorifies self-harm, including self-injury, suicide, or eating disorders; (xiii) promotes terrorism or violent extremism; (xiv) furthers or promotes criminal activity; (xv) seeks to buy or sell illegal drugs; (xvi) facilitates fully automated decision making that adversely impacts a person’s legal rights or creates a binding, enforceable obligation; (xvii) seeks to provide medical, legal, financial or tax advice; (xviii) interferes with or disrupts the Services or servers or networks connected to the Services, (xix) interferes with or appropriates any person’s right of publicity by using their name, likeness or persona (a) without permission and (b) outside a permissible context such as non-commercial parody or public commentary; (xx) in the sole judgment of Talefy.AI, is objectionable or that restricts or inhibits any other person from using or enjoying the Services, or which may expose Talefy or its users to any harm or liability. You likewise agree not to do any of the following in connection with your use of the Services: (i) disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ii) violate any applicable law or regulation; (iii) impersonate any person or entity, or misrepresent your affiliation with a person or entity; (iv) solicit personal information from anyone under the age of 18; (v) harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; (vi) obtain or attempt to obtain any information through any means not intentionally made available or provided for through the Services; (viii) try to evade any technological measure designed to protect the Services or any technology associated with the Services; or (ix) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Services source code, in whole or in part (unless a portion of code within the Services is released as open source and the open source license governing such code expressly permits reverse engineering, copying or other modification). To the extent Talefy chooses to support voice or audio features, you agree not to do any of the following in connection with your use of the Services: (i) submit voice recordings of third parties (including but not limited to celebrities) without their consent; (ii) use any Talefy voice feature to engage in “deepfakes” or impersonation of any kind, including but not limited to those that create political misinformation, perpetrate frauds or scams, impugn the reputation of third parties, or otherwise amount to harmful conduct. We reserve the right to investigate and take appropriate action against anyone who we conclude, in our sole discretion, has violated the provisions above. That action may include, without limitation, removing Content from the Services, suspending or terminating your account, and reporting you to law enforcement.
7. INTELLECTUAL PROPERTY. RIGHT TO USE.
7.0
All ownership and other intellectual property rights that become available to you through your use of Talefy, the Services, including but not limited to software, computer code, graphics, user interfaces, visual interfaces, content, images, animations, videos, trademarks, logos and other marks protected by copyright belong to the Company, licensors, if any, and are protected by legislation in the field of intellectual property protection. Except as otherwise expressly provided in these Terms, you do not acquire any ownership rights in such Intellectual Property, and we and the respective rights holders reserve the right to prohibit any use of such Intellectual Property by you at any time. You may not obscure, remove or alter any copyright credits, marks or notices, trademarks displayed on Talefy and while receiving the Services.
7.1
You agree not to take any actions that violate the intellectual property rights of the Company, its successors, licensors, if any, including, but not limited to: sale, import, export, licensing, rental, modification, distribution, copying, reproduction, transmission, disclosure, display, public performance, publication, adaptation, editing or creation of derivative works from materials, design elements or other content available on Talefy, while receiving the Services.
7.2
Subject to your compliance with these Terms, we grant you a limited, temporary, non-transferable, non-exclusive, revocable license (right) to access and use Talefy solely for your personal purposes as described in these Terms during the period of access to the Services in accordance with the Subscription selected by you. If you fail to comply with these Terms, we may revoke this license without notice.
7.3
You agree and understand that any intellectual property, including but not limited to software, computer code, graphics, user interfaces, visual interfaces, content, images, animations, videos, trademarks, logos and other marks protected by copyright provided or used to provide the Services are licensed and not sold to you. You acknowledge that you do not have access to the software in source code form.
7.4.1
Content You Submit. When you submit Content to the Services, you represent and warrant that you own all right, title and interest in and to that Content (including, without limitation, all copyrights and rights of publicity), or that you have received all necessary permissions, clearances, and authorizations in order to submit it to the Services for the uses contemplated in these Terms.
7.4.2
When you submit such Content, you retain whatever ownership rights in that Content you had to begin with. You grant Talefy, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, transmit, make available, store, modify, exploit, commercialize and otherwise use the Content for any Talefy-related purpose in any form, medium or technology now known or later developed, including without limitation to operate, improve and provide the Services. You agree that these rights and licenses include a right for Talefy to make the Content available to, and pass these rights along to, others with whom we have contractual relationships, and to otherwise permit access to or disclose the Content to third parties if we determine such access is or may be necessary or appropriate.
7.4.3
While we’re not required to do so, we may access, review, screen, edit, modify and delete your Content at any time and for any reason, including to provide and develop the Services or if we think the Content violates these Terms or any applicable laws.
7.5
Talefys & Generations. When you create an automated AI Talefy ("Talefy") using the Services in accordance with these Terms, then as between you and Talefy, you own all rights in that Talefy. As between you and Talefy, you also own any text, images, audio, or video the Talefy generates ("Generations") that are elicited by you. You grant Talefy to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, transmit, make available, store, access, modify, exploit, commercialize and otherwise use the Talefy and all Generations elicited by you for any purpose in any form, medium or technology now known or later developed, including but not limited to (i) facilitating other users’ ability to interact with the Talefy and elicit Generations, and (ii) promoting the Services on- or off-platform. When you interact with a Talefy created by Talefy or created by another user who utilized the Services in accordance with the then-applicable Terms, then you own Generations that are elicited by you from such Talefy (but not the Talefy itself or other Generations or other Content, all of which will remain owned by Talefy or the other third-party owner(s) thereof, as applicable). You grant Talefy.AI, to the fullest extent permitted under the law, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, transmit, make available, store, access, modify, exploit, commercialize and otherwise use the Generations elicited by you for any purpose in any form, medium or technology now known or later developed, including but not limited to (i) facilitating other users’ ability to interact with the Talefy and elicit Generations, and (ii) promoting the Services on- or off-platform.
7.6
Services Content, Software and Trademarks. You acknowledge and agree that the Services may contain content or features protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar automated data gathering or extraction methods. If you are blocked by us from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or content on the Services other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by us. The Talefy name and logos are trademarks of Talefy (collectively the “TalefyTrademarks”). Other trademarks used and displayed via the Services may be trademarks of their respective owners who may or may not endorse or be affiliated with or connected to Talefy.AI. Nothing in these Terms or the Services should be construed as granting any license or right to use any of TalefyTrademarks without our prior written permission in each instance. All goodwill generated from the use of TalefyTrademarks will inure to our exclusive benefit.
7.7
Third Party Material. Under no circumstances will Talefy be liable for any content or materials of any third parties, including Talefys created by third parties and any resulting Generations. This includes, but is not limited to, infringement of intellectual property rights, errors or omissions in any content, and any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen content and that AI-generated chats, by their nature, are unpredictable and may produce Generations that are inaccurate or offensive. You agree that you must evaluate, and bear all risks associated with, the use of any Content or Generations. You should not rely on the accuracy or completeness of statements made in Content or Generations, and if you do so, you acknowledge that it is at your own risk. You acknowledge that we have the right (but not the obligation) in our sole discretion to refuse or remove any content (including Content, Talefys and Generations) that is available via the Services. Without limiting the foregoing, we have the right to remove any content that violates these Terms or is deemed otherwise objectionable by us, in our sole discretion. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services provided by you to Talefy are non-confidential, and that we are entitled to use and disseminate them for any purpose, without acknowledgment of or compensation to you. You acknowledge and agree that we may preserve content and metadata in compliance with applicable law and our Privacy Policy. You acknowledge and agree that we may disclose content and/or metadata if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Talefy, its users and the public.
8. USER CONTENT
8.1
You may be permitted to post, create or provide User Content to Talefy, on the Site. If you post, create or provide any User Content, you must ensure that such content is always true, accurate, complete and current, and that you own all intellectual property rights in such content or otherwise have the right to use the content in such manner, and that such content does not violate any third-party rights or laws. You are solely responsible for your User Content.
8.2
We do not review all User Content at once and do not have the ability to do so. We do not assume any obligation with respect to User Content, such as an obligation to review or host such User Content, or an obligation of confidentiality. We always reserve the right to remove any User Content without any prior notice or liability if we determine, in our sole discretion, that such content is offensive, objectionable, may cause harm to us, or violates these Terms, any laws or public order.
8.3
We may use, reproduce, disclose, make publicly available and otherwise use any of your comments, suggestions, recommendations or other feedback provided in connection with the Services, our other tools and the Services worldwide, in our sole discretion, without restriction or any obligations to you.
8.4
By creating User Content, providing us with any information in connection with receiving the Services, you grant us a non-exclusive, irrevocable, royalty-free, perpetual, fully paid, worldwide license (right) to use, copy, edit, reproduce, translate, publicly display and perform, distribute, create derivative works from your User Content, as well as the right to assign these rights to third parties, in whole or in part.
9. COMPANY’S DISCLAIMER. LIMITATION OF LIABILITY
9.1
To the maximum extent permitted by law, except as expressly provided in these Terms, the Services are provided to you on an "as is" and "as available" basis. We make no warranties, express or implied, including, but not limited to, warranties of the right of use, non-infringement, integrity, compatibility, merchantability and fitness for a particular purpose, and any warranties arising out of any use of Talefy, the Services, which we expressly disclaimed.
9.2
We make no warranties, express or implied, and hereby expressly disclaim any warranties and/or representations that: - Talefy, the Services will operate as expected without errors or that any errors will be corrected; - Talefy, the Services will be secure or available at any particular time or location, or will continue to operate for any period of time; - any information contained on Talefy or otherwise obtained by you in connection with your use of the Services will be timely, accurate, reliable, trustworthy or correct; - the use of Talefy, the Services will meet your expectations or be suitable for a specific purpose and will give you specific results; - Talefy, the Services will be free of viruses, bugs, trojans, defects, flaws, malfunctions or other harmful components, or will be adequately protected against hacking, malware, espionage and other attacks or hostile interference by third parties.
9.3
In no event shall we, our officers, directors, employees, agents be liable to you or any other person or entity for any direct, indirect, incidental, special, punitive or consequential damages, for loss of business reputation, loss of profits (including anticipated), loss of data, diminution in value and business interruption, including anything that may arise as a result of: - accuracy, completeness or content of Talefy, the Services; - accuracy, completeness or content of any websites linked (by hyperlink, banner advertising or otherwise) to Talefy; - the Services found on Talefy or any websites linked (by hyperlink, banner advertising or otherwise) to Talefy; - bodily injury or material damage of any nature; - behavior of third parties of any nature; - any unauthorized access or use of our servers and/or any content, personal data or other information and data stored on them; - using or impossibility of using the Services and/or non-compliance of the Services with the stated or expected Talefy; - any viruses, worms, bugs, trojans, etc. that may be transmitted to or from Talefy or any websites linked (by hyperlinks, banner advertising or otherwise) to Talefy; - any loss or damage of any kind incurred as a result of your use of Talefy or the Services whether based on warranty, contract, tort or any other legal or equitable assumption, and whether or not we were notified of the possibility of such damages; - loss of access and/or unauthorized access to your Account.
9.4
In any case, our aggregate liability to you for all possible damages and losses arising in connection with these Terms, their improper fulfillment or violation, use or inability to use the Services, may not exceed the total amount of the monthly payment for using Talefy.
9.5
You have no right, and to the maximum extent permitted by law, you waive any right to seek compensation from us for the damages listed above in this section. Whereas some jurisdictions do not allow the exclusions or limitations set forth in these Terms, the above exclusions and limitations apply to the maximum extent permitted by law. Neither the provisions of this section nor any other provision of these Terms limit or are intended to limit liability arising from fraud, willful misconduct or gross negligence.
10. RENEWAL, AVAILABILITY AND ACCESS
10.1
We may from time to time and without prior notice make certain updates, improvements or modifications to Talefy, the Services, including but not limited to updates to the underlying software, infrastructure, security protocols, technical configurations, functionality, financial structure or other services, and we shall not be liable in any way for any such update. In some cases, some of our Services may be unavailable.
10.2
The Services may be unavailable or not function from time to time for any reason, including, for example, equipment failure, maintenance or repair procedures, force majeure, disruptions, sophisticated hacking or malware attacks, and temporary or permanent unavailability of underlying software and/or unavailability of relevant third-party services. In the above cases, access to or use of Talefy, the Services may be prohibited or restricted without notice.
10.3
Generally, we do not intend to terminate access to Talefy, the Services for any individual. At the same time, the availability and functionality of Talefy, the Services depend on various factors. We cannot ensure and warrant that Talefy, the Services will function and/or be available at all times without failure or interruption, or that they will be secure from unauthorized access, error, virus or bug free. We will use reasonable efforts to notify you, if possible, when and to what extent Talefy, the Services or any part thereof are or will be unavailable.
10.4
We may limit or suspend your access to Talefy and/or use of the Services immediately, without notice and without any liability to us, if: - we, acting at our sole discretion, determine that you have violated these Terms, relevant laws or regulations; - you or your actions create possible negative legal consequences for us; - you have not paid for the Subscription and it is no longer valid; - your actions or inaction related to the use of Talefy, the Services prevent or interfere with the normal operation of Talefy, the Services or otherwise cause or may cause damage, loss or other adverse consequences to Talefy, the Company or other Users; - if there is reason to suspect that your credentials have been improperly provided to an unauthorized third party and the Services are being used under such credentials; - we are unable to verify or confirm any information you provide.
10.5
In addition, we may at any time and in our sole discretion, without prior notice or liability, discontinue Talefy, the Services or any component thereof. There is no guarantee that certain features of the Talefy, the Services will remain available at any given time.
11. FORCE MAJEURE
11.1
We shall not be liable for any delay or failure to comply with these Terms, including, but not limited to, any inaccuracy, error, delay or omission of any information, or the transmission or delivery of any information; for any loss or damage resulting directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: flood, extreme weather, earthquake or other natural disaster, fire, declared or undeclared war, military operation or invasion, epidemics, pandemics, insurrections, riots, labor disputes, accidents, actions of government, court, regulatory or other authorities, including the issuance of cease and desist orders, communications failure, hacker attacks, malware attacks , software defects, malfunctions, power failure, hardware or software malfunction or error, or any other cause beyond our reasonable control.
12. COMPENSATION
12.1
You are solely responsible for the proper fulfillment of these Terms and shall indemnify us against any loss or damage caused by your non-fulfillment or unsatisfactory fulfillment.
12.2
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Company, its affiliates and their respective directors, officers, employees, agents, contractors, licensors, suppliers, successors in title from and against any claims, demands, actions, damages, costs and expenses or fees (including reasonable attorneys' fees) arising out of or related to your breach of these Terms and your use of Talefy, the Services. You must notify us immediately of any events that may result in any loss, claim, damage, expense or liability recoverable under this section. Such notification does not release you from the obligation to compensate. We reserve the right to exercise sole control over the protection of our rights.
13. DURATION OF THE TERMS
13.1
From the moment you obtain any access to Talefy, use of the Services, these Terms will apply to you in full for an unlimited period.
13.2
The term of your Subscription to use Talefy, our Services subject to these Terms remains in effect for the period for which you paid (such as a month or year), subject to any renewals.
13.3
Expiration of your Subscription means that your access to the Services that enable you to use the features of the applicable software provided under the Subscription will terminate immediately, but you will still have access to your Account. Expiration of your Subscription will not result in data loss (however, we do not guarantee this), meaning that if you decide to renew your Subscription in the future, the feature metrics you have configured will continue to work.
13.4
You may delete your Account at any time and without explanation through your Account settings, if provided by us. However, in any case, you are not entitled to a refund of the amount you paid for the Subscription.
14. APPLICABLE LAW. DISPUTE SETTLEMENT
14.1
These Terms, and any relationship between you and us relating to the Services or any transaction provided for by these Terms, will be governed by, construed and enforced in accordance with the laws of the State of Delaware, without regard to any conflict of law or principles that would cause the application of the laws of any other jurisdiction.
14.2
Except for any dispute in which either party seeks injunctive or other relief for alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and we hereby agree to settle and finally resolve any disputes arising in connection with these Terms or the Services by binding arbitration and in accordance with the provisions of this section. Binding arbitration is the submission of a dispute to a qualified person who will review the dispute and make a final and binding decision to resolve the Dispute by issuing an order.
14.3
If a Dispute arises in any way related to these Terms, the Services or other documents referenced in these Terms, you must first contact us and attempt to resolve the dispute through a complaint procedure by sending us the appropriate complaint (claim) by email: [email protected]. For more detailed information on how disputes can be resolved through a complaint procedure, see our Complaints Procedure.
14.4
If you and we are unable to reach an agreement to resolve the Dispute within fifty (50) days after receiving your complaint, then either party may submit the Dispute to binding arbitration in accordance with the terms set forth below.
14.5
Any dispute arising out of or related to these Terms will be resolved by arbitration in the State of Delaware.
14.6
Any dispute arising out of or related to these Terms is personal to you and us and will be resolved exclusively through individual arbitration and will not be proceeded as a class arbitration, class action or any other type of representative proceeding under any circumstances. There will be no class or other types of representative actions, either within or outside of arbitration, where an individual seeks to resolve a dispute as a representative of another individual or class of individuals.
14.7
To the fullest extent permitted by law, you and we waive the right to a jury trial, class action arbitration, and the right to litigate any dispute.
14.8
To the maximum extent permitted by law, you and we hereby agree that any claim arising out of or related to these Terms or the Services must be filed no later than one (1) year after the cause of claim arose; if a claim is not filed within this period, such claim will be permanently barred, which means that neither you nor we will have the right to file such claim.
15. COMMUNICATIONS
15.1
You agree to receive electronically all communications, agreements and any other documents we provide in connection with these Terms, your use of Talefy, the Services. You agree that we may provide you with communications by posting them on the Site. We may also (but shall not be obligated to) send relevant messages to you in the Account, to the email address specified in the Account, by communicating with you via instant chat and/or through other electronic means of communication, such as text messages or mobile push-messages. All communications specified in this paragraph shall be deemed to be in writing, valid and in full force and effect, and delivered to you on the day following the day they are posted or sent.
15.2
You can communicate with us electronically by sending a message to our email address: [email protected] and through our support team's instant chat. We may require you to provide additional information or documents that will allow us to identify you.
16. MISCELLANEOUS
16.1
No failure or delay on our part to exercise any right or remedy provided by these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or limit the further exercise thereof or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or limit the further exercise of that or any other right or remedy.
16.2
You may not assign or transfer any rights or obligations under these Terms without our prior written consent.
16.3
You agree that we may assign any of our rights and/or transfer, subcontract or delegate any of our obligations under these Terms, and no such transfer shall require your further consent or approval.
16.4
The invalidity or unenforceability of any provision or part of a provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms, all of which shall remain in effect.
16.5
Section headings are for convenience only and should not be used to limit or explain such sections.
16.6
These Terms and all related documents have been executed in English. Any translation of this document is provided for informational purposes only and has no legal effect and does not create any contractual relationship between the parties.
17. OUR CONTACTS:
AICEBERG LABS, INC.
Registration code: 38-4268245, Address: the state of Delaware 651 N Broad St, Suite 201, in the city of Middletown, zip code 19709 Email: [email protected]