Terms and Conditions

1. Registration and Access
   1. You must be at least 18 years old to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services. If you use the Services on behalf of another person or entity, 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 occur using your credentials.
   2. Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. 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.
   3.  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. By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) we own any Feedback, (ii) your Feedback does not contain the confidential or proprietary information of third-parties, (iii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iv) we may have something similar to the Feedback already under consideration or in development that is owned by us, and (v) such Feedback is the exclusive property of us and you hereby assign us all right, title, and interest in and to such Feedback and, to the extent applicable, you irrevocably waive, and cause to be waived, against us and our users any claims and assertions of any moral rights contained in such Feedback..  
   4. Restrictions. You may not, and will not assist, encourage, or enable others to (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop models that compete with us; (iv) except as permitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not or otherwise violate our Usage Policies; (vii) buy, sell, or transfer IP without our prior consent; (viii) send us any personal information of children under 18 or the applicable age of digital consent; (ix) use the Services for any commercial purpose, except as expressly permitted under these Terms; (x) use the Services to violate any applicable national, regional, federal, state, local, or international law or regulation; (xi) violate these Terms or any rules or policies posted by us, which are incorporated by reference; (xii) modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services, except as expressly authorized by us; (xiii) use the Services to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature (collectively, “Viruses”); (xiv) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services; (xv) otherwise attempt to interfere with the proper working of the Services; (xvi) access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service; or (xvii) remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services.
   5. You will comply with any rate limits and other requirements in our documentation. You may use Services only in geographies currently supported by us.
   6.  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.

2. Content
   1.  Customer Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are owned by the applicable Customer and considered “Customer Content”, as defined in the applicable Contract. TO THE EXTENT APPLICABLE, AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER CONTENT; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER CONTENT AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER CONTENT UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER CONTENT, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. PATLYTICS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION THAT THE SERVICES COMPLY WITH THE LAWS (INCLUDING INTELLECTUAL PROPERTY LAWS) OF ANY COUNTRY AND YOU AGREE THAT YOU USE THE SERVICES AT YOUR OWN RISK AND WE ARE NOT RESPONSIBLE FOR ENSURING THAT THE SERVICES ARE COMPLIANT WITH THE LAWS, REGULATIONS OR OBLIGATIONS OF ANY PARTICULAR INDUSTRY.
   2.  Similarity of Content. Due to the nature of our IP, Output may not be unique across users and the Services may generate the same or similar output for us or a third party. 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.
   3.  Use of Content to Improve Services. We do not use Customer Content that you provide to or receive as Output to develop or improve our Services. We may use content you provide in connection with the Services other than Customer Content (“Non-Customer Content”) to help develop and improve our Services.
   4.  Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe and beneficial. 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, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output. We and our Services are not providing legal counsel or advice. You will exercise reasonable discretion before relying on, publishing, or otherwise using any Output. 

3. Copyright Infringement and Digital Millennium Copyright Act
   1.  We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the “Copyright Agent”:
      1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
      2. A description of the copyrighted work that you claim has been infringed upon.
      3. A description of where the material that you claim is infringing is located on the Services.
      4. Your address, telephone number, and email address.
      5. A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law. 
      6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf. 

All notices of copyright infringement claims should go to our Copyright Agent at hello@patlytics.com. 

4. Ownership
   1.  As between the parties, we own the Services, all of our trademarks, logos, and branding, and any content that we create in connection with the Services (“Patlytics Content”), including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with the foregoing, including all improvements, enhancements, and derivatives thereto (collectively, “Patlytics IP”). Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Patlytics IP are retained by us. Use of the Patlytics IP for any purpose not expressly permitted by these Terms is strictly prohibited.

5. Fees and Payments
   1.  Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize we, and our affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in these Terms.
   2.  Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. We use the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.
   3.  Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.
   4.  Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact support@patlytics.com within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge in addition of the unpaid balance per month. If any amount of your Fees is past due, we may suspend your access to the Services after we provide you written notice of late payment.

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6. Confidentiality, Security and Data Protection
   1. Confidentiality. You may be given access to Confidential Information of us, our 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 Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that us or our affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (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 us and use reasonable efforts to limit the scope of disclosure, including assisting Patlytics with challenging the disclosure requirement, in each case where possible.

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 us and provide details of the vulnerability or breach.

2.  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. You agree and consent to the processing of your data in accordance with our Privacy Policy. For clarity, Customer Content will be processed under the applicable data processing terms agreed to between us and the applicable Customer.  

7. Term and Termination
   1.  Suspension. We may suspend these Terms immediately without notice to you if you breach the following sections: Restrictions; Confidentiality, Security and Data Protection; Dispute Resolution; or General Terms, if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.
   2. Termination. These Terms remain effective until your access to the Services terminate. If you are an Authorized User of a Customer, then these Terms remain effective until Customer’s applicable Contract to use the Services expires or terminates, or your license to use and access to the Services has been terminated by Customer or us.
   3.  Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. Each section of these Terms which by their nature should survive termination or expiration should survive.

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8. Indemnification; Disclaimer of Warranties; Limitations on Liability
   1.  Indemnity. You will defend, indemnify, and hold 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.
   2.  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 LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
   3.  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 FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED ​​THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 6 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.

9. Dispute Resolution. YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
   1.  MANDATORY ARBITRATION. You and us agree to resolve any past or present claims relating to these Terms or our Services 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 out this form within 30 days of agreeing to these arbitration terms or the relevant changes.
   2.  Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against us, you agree to try to resolve the dispute informally by sending us notice at support@patlytics.com 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 Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.
   3.  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 cannot obtain a waiver, we will pay them for you. We will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
   4.  Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in San Francisco, California or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, except a California court has the authority to determine (i) the scope, enforceability, and arbitrability of this section, including the mass filing procedures below, and (ii) whether you have complied with the pre-arbitration requirements in this section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
   5.  Exceptions. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.
   6.  NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason 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 counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
   7.  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 cannot obtain a waiver, we will pay them for you. We will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
   8.  Severability. If any part of this section 9 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this section will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.
   9.  Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

10. General Terms
    1.  Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and us or any of our affiliates. Patlytics and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
    2.  Use of Brands. You may not use Patlytics’s, or any of its affiliates’, names, logos, or trademarks, without our prior written consent.
    3.  U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
    4.  Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.
    5.  Modifications. We may amend these Terms from time to time by posting a revised version on the website. All changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
    6.  Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. We accept service of process at this address: Patlytics, Inc., 505 Montgomery Street, Fl 11th Ste 1150, San Francisco, CA 94111 Attn: support@patlytics.com.
    7.  Waiver and Severability. If you do not comply with these Terms, and we do not take action right away, this does not mean we are giving up any of our rights. Except as provided in previous sections, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
    8.  Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.
    9.  Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Patlytics and our affiliates, and we shall have the right to seek injunctive relief against you in addition to any other legal remedies.
    10. Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Patlytics 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 Patlytics on that subject.

Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the State of California, excluding California’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Francisco County, California, USA.