THESE TERMS SET FORTH A LEGALLY BINDING AGREEMENT BETWEEN YOU AND HILLSPIRE, LLC THAT GOVERNS YOUR ACCESS TO AND USE OF ALL INFORMATION, APPLICATIONS, WEBSITES, SERVICES, AND CONTENT (COLLECTIVELY, “SERVICES”) PROVIDED IN CONNECTION WITH WERELATE. BY ACCEPTING THESE TERMS, ACCESSING AND USING SERVICES, OR OTHERWISE INTERACTING WITH US IN CONNECTION THEREWITH, YOU:

(1) AGREE TO THESE TERMS PERSONALLY AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT WHEN USING THE SERVICES, AND

(2) YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (AND TO BIND YOUR ENTITY, IF APPLICABLE, TO THESE TERMS).

IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SERVICES.

ARBITRATION NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT, INCLUDING A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. PLEASE SEE THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER SECTION BELOW FOR ADDITIONAL DETAILS.

You represent that you are at least 18 years of age (or the age of majority in the jurisdiction in which you reside). The Services are not intended for anyone under 18, and you may not use the Services if you are under 18.

Please view our Privacy Info, which applies to personal information processed about you in connection with the Services.

You may be required to create an account to access certain portions of the Services. You are not permitted to share, sell, distribute or otherwise transfer your account information or allow your login credentials to be used by any other person.

We may terminate your account and/or suspend your use of the Services without notice if we suspect that your account is being used in an unauthorized manner or if you violate these Terms.

All information, content, images, logos, trademarks, graphics, software, and other materials made available by us in connection with WeRelate (collectively, the “Content”) are the sole property of the owners or licensors of such Content, and are protected by copyright, trademark, and other laws. You may not reproduce, modify, republish, distribute, resell, broadcast, reverse-engineer, create derivative works from or otherwise exploit in any manner, in whole or in part, the Content, except to the extent expressly permitted by us. We do not convey any interest in or to the Content. All rights not expressly granted herein are reserved by the owners or licensors of the Content. For the sake of clarity, the Services include the Content.

You may provide information to the Services, such as text, questions, commands, feedback, and user interactions (collectively, “Input”), and receive responses from the Services based on the Input (“Output”).

As between you and us, you retain ownership of any and all intellectual property rights you may hold in Input. You grant us the following license to your Input: the non-exclusive, royalty-free, worldwide, sublicensable, transferable, perpetual and irrevocable right to store, host, modify, translate, publish, transmit, copy, display, disseminate, and use your Input, in all media and formats now known or hereafter invented, solely for the purposes of providing, supporting, and promoting the Services.

You represent and warrant that you own or have the necessary rights and permissions to provide your Input to us, and to authorize us to use such Input in the manner contemplated by these Terms.

Please note that the license you grant us to your Input and the statement above regarding non-confidentiality apply to intellectual property only, and do not expand or alter our use or disclosure of your personal information as set forth in our Privacy Info.

We may review or monitor Input, and we reserve the right to block, refuse, delete, remove or edit, in whole or in part, any Input that violates these Terms or is otherwise objectionable, as determined in our sole discretion. You are solely responsible and assume all risks associated with any Input you submit or that is submitted through your account. We assume no liability in connection with any damage, loss, or harm you may suffer from submitting, viewing, or using any Input.

If you provide or disclose to us any suggestions, ideas, or feedback (collectively, “Feedback”) with respect to the Services or other potential products and services, you hereby grant us and our affiliates, a worldwide, perpetual, irrevocable, transferable, nonexclusive, royalty-free license, with the right to sublicense, to use and exploit the Feedback for any purpose.

As between you and us, we hold ownership of any and all intellectual property rights in Output. We grant you a the following license to the Output: the non-exclusive, royalty-free, worldwide, perpetual right to store, host, modify, translate, publish, transmit, copy, display, disseminate, and use the Output, in all media and formats now known or hereafter invented, solely for purposes consistent with these Terms.

Our Services are powered by artificial intelligence and machine learning, which do not always produce accurate results. Use of our Services may result in Output that is not factually accurate.

By using our Services you agree:

Output may not always be accurate. It should not be relied upon for accurate or truthful information. You are responsible for evaluating Output for accuracy and appropriateness of use for your purposes.

You must not use Output for any purpose that could have a legal or material impact on a person, including making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.

Our Services may provide incomplete, incorrect, or offensive Output that in no way represents WeRelate's views.

We reserve the right at our sole discretion and at any time to terminate these Terms and your right to use the Services if you violate or fail to comply with the Terms and/or act in any way that would discredit or harm the reputation of us or our affiliates or partners.

Notwithstanding anything contained herein to the contrary, we reserve the right, in our sole discretion, at any future time to terminate, modify or suspend the Services for any reason, including any of the following: act of God; unavoidable accident; epidemic; fire; blackout; act of public enemy; war, riot or civil commotion; enactment, rule, order or act of government or governmental instrumentality or tribunal; strike, lockout or other labor dispute; inclement weather; failure, malfunction, or other issues with technology, software, networks, connectivity or technical facilities; failure of essential production or technical personnel to appear or be available; or other cause beyond our control.

We are not responsible for any malfunctions or failures of computer hardware, computer software, networks or telephone equipment or any technical problems or traffic congestion on the Internet or at any website or any combination thereof.

We are not responsible for any typographical or other error in the Services.

For your convenience and information, the Services may provide links to other services and features, including apps, tools, and websites, that are operated by third parties. These third-party services are outside of our control and are subject to the terms of use and privacy policies of the third parties operating those services. By providing these links, we do not endorse or approve the third-party services or the operators of these services. You agree that you use all third-party services at your own risk.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND THAT THE SERVICES WILL: MEET YOUR REQUIREMENTS, BE TIMELY, SECURE, ERROR FREE OR UNINTERRUPTED, BE FREE OF MALWARE OR OTHER HARMFUL CODE, OR BE ACCURATE, COMPLETE, OR RELIABLE.

WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES AND, ACCORDINGLY, THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF YOU ARE A CONSUMER, ANY STATUTORY RIGHTS THAT CANNOT BE WAIVED BY YOU ARE UNAFFECTED BY THIS SECTION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST REVENUES, PROFITS CAPITAL OR OVERHEAD, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER VIOLATION OF LAW OR LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.

You agree to indemnify, defend and hold harmless us and our affiliates, successors and assigns, and each of their respective trustees, officers, directors, employees, agents, suppliers and representatives, from and against all claims, liabilities, actions, suits, proceedings, assessments, judgments, decrees, losses, expenses, damages, settlement funds, fines, penalties and associated costs and expenses, including reasonable attorneys' fees, arising out of or related to (1) your use or misuse of the Services; (2) your breach of these Terms; (3) any Input submitted or provided to us; or (4) our use of your Input and/or the exercise of any rights granted to us, including without limitation claims based on rights of privacy, rights of publicity, false light, defamation, copyright, patent and/or trademark infringement relating to your Input. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, in which event you agree to cooperate with any reasonable requests assisting our defense of such matter.

You hereby release us and our affiliates, successors and assigns, and each of their respective trustees, officers, directors, employees, agents, suppliers and representatives from and against the full amount of all claims, liabilities, actions, suits, proceedings, assessments, judgments, decrees, losses, fees, damages, settlement funds, and associated costs and expenses including attorney's fees arising from or in connection with your use of the Services, any use of Input, and/or the exercise of any rights granted to us, including without limitation claims based on rights of privacy, rights of publicity, false light, defamation, copyright, patent and/or trademark infringement relating to your Input.

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court.

You agree that all disputes between you and us or any of our affiliates arising out of or relating to these Terms, the Services, or any other matters that we refer to arbitration, will be resolved by binding arbitration, rather than in court, except that either party may assert claims in small claims court, if they qualify.

You agree that any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. You agree that you may bring claims only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

To the fullest extent permitted by law, any arbitration under these Terms will take place on an individual basis. The arbitrator may not consolidate the claims of more than one person or otherwise preside over any form of a representative or class proceeding.

These Terms and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of New York and the federal laws of the United States of America, without giving effect to any principles that require the application of the law of a different jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WE AGREE TO ARBITRATE ANY CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO CLAIMS BASED ON CONTRACT, TORT, NEGLIGENCE, AND ANY OTHER STATUTORY OR REGULATORY PROVISIONS. EACH PARTY IS GIVING UP ITS RIGHT TO SUE IN COURT AND TO HAVE ANY CONTROVERSY, CLAIM OR DISPUTE HEARD BY A JUDGE OR JURY.

THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO THRESHOLD ARBITRABILITY ISSUES, INCLUDING ISSUES RELATED TO WHETHER THIS AGREEMENT TO ARBITRATE IS UNCONSCIONABLE OR ILLUSORY AND ANY DEFENSE TO ARBITRATION. YOU ALSO AGREE THAT ANY ARBITRATION MAY ONLY BE BROUGHT IN YOUR AND OUR INDIVIDUAL CAPACITIES, NOT AS A CLASS, PURPORTED CLASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

The mutual promise by you and us to arbitrate any and all disputes, and to do so on an individual basis, rather than to litigate before the courts or other bodies, provides the mutual consideration for this agreement to arbitrate.

Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.

Unless you and we otherwise agree, the arbitration will be conducted in the county where you reside by a single neutral arbitrator and in accordance with the then-current rules for resolution of disputes of the American Arbitration Association (AAA) (available online at www.adr.org or by calling 1-800-778-7879). The parties are entitled to representation by an attorney or other representative of their choosing. The parties agree to abide by and perform any award rendered by the arbitrator. The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court having jurisdiction thereof. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.

If this arbitration clause is held unenforceable or arbitration is for any other reason not available, any disputes under these Terms shall be heard in a court of competent jurisdiction in New York, New York.

You shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. You will not represent yourself to be or hold yourself out as our employee.

You further acknowledge that, other than the Services, no goods or services are, have been, or will be exchanged under these Terms and therefore no consideration other than your ability to access and use the Services is due to you.

No failure to enforce these Terms shall constitute a waiver of any provision contained herein. To the extent any portion of these Terms is determined to be unenforceable by a court of competent jurisdiction, such portion will be modified solely to the extent necessary to cause such portion to be enforceable, and these Terms, as modified, will remain in full force and effect.

This is the entire agreement between you and us relating to the subject matter herein and shall supersede all prior discussions, agreements and understandings of any kind between us.

We may assign our rights and obligations under these Terms without your consent in the event of a reorganization, consolidation, or merger, or a transfer of all or substantially all of our assets or business operations to a successor entity. These Terms shall inure to the benefit of and be binding upon you, us, and our successors and assigns.

The word “including” as used in these Terms shall be read to mean “including but not limited to.”

We reserve the right to modify and update any aspect of the Services, at any time in our sole discretion.

These Terms may be updated periodically for clarity or to reflect changes in the Services. We indicate at the top of this document when it was most recently updated.

We encourage you to check this page frequently to review any changes. If we make changes, we will notify you via the change log below. In some cases, we may provide additional notice such as a statement on our homepage or an email.

Your continued access to or use of the Services will constitute your acceptance of any modifications or updates.

CHANGE LOG

July 26, 2024 - Terms of Use first published.

These Terms and any other documentation, agreements, notices, or communications between you and us may be provided to you electronically to the extent permissible by law.

Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.

If you have any questions about these Terms, please email us at support@werelate.io