Terms of Use

Updated: December 12, 2023

Samwise AI is owned and operated by Sig9 LLC (referred to herein with our affiliates as “Samwise AI”, “we” or “us”). These Terms of Use which include our Privacy Policy (which explains how we collect and use personal information) and other documentation, guidelines, or policies we provide in writing (collectively, “Terms”), form a legal agreement between you and Samwise AI that governs your access to and use of our website (samwiseai.com) (the “Site”), including our related application programming interface, software, tools, data, and documentation, together with any other user interfaces, applications or services made available through the Site, and all services we (or our affiliates) operate or offer that are linked to these Terms (collectively, the “Services”).

References to “you” and “your” mean any person or entity that visits, accesses, or uses the Services or registers for an Account (defined in Registration and Access below).

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE SERVICES, REGISTERING FOR AN ACCOUNT, INSTALLING OR USING THE SERVICES, AND/OR BY CLICKING “I AGREE,” YOU (THE INDIVIDUAL CLICKING “I AGREE”) REPRESENT AND AGREE THAT YOU ARE BOUND BY AND WILL COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES, REGISTER FOR AN ACCOUNT, OR CLICK TO INDICATE THAT YOU AGREE TO THESE TERMS.

1. Registration and Access

a. Authority to Use

You must be at least 13 years old to use the Services. If you are under the age of 18, you must have your parent or legal guardian’s permission to use the Services. You must provide accurate and complete information to register for an Account. If you use the Services on behalf of another person or entity, you must have authority to accept the Terms on their behalf. You may not make your access credentials or Account available to other individuals or outside your organization if you are an entity, and you are responsible for all activities that occur using your credentials.

b. Permitted Use

You may access and use the Services to browse and interact with the Content (defined in Content below). You acknowledge and agree that your use of the Site and Services is subject, and only permitted pursuant, to these Terms with which you agree to comply.

c. Account Registration

To use the Services offered through the Site, you will need to create and log in to the Site with a user account you create (“Account”). You agree to provide current, complete, and accurate information when you register for an Account. Further, you agree to keep your log-in information confidential and not authorize any other person or entity to use your log-in information or your Account. You agree that we may attribute all use of your Account to you, and that you are responsible for all activities that occur under your Account. You agree to notify us immediately through the Site if you suspect any unauthorized use of your Account, the Services, or any other related breach of security. Depending on your Account type, your subscription status, or other criteria, your Account may not have full access to all features or functionality available through the Services at all times. You agree not to attempt to access any restricted features or functionality for which your Account does not have access.

2. Usage Requirements

a. Use of Services

You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You agree to comply with these Terms and all applicable laws when using the Services. You acknowledge that we and our affiliates own all rights, title, and interest in and to the Site and the Services.

b. Feedback

We appreciate feedback, comments, ideas, proposals, and suggestions for improvements as well as additional features. If you provide any of these things, we may use it without restriction or compensation to you, and we will have all rights of ownership related thereto.

c. Restrictions

You may not and agree not 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 the Services to develop foundation models or other large scale models that compete with the Site or any of the Services; (iv) use any method to extract data from the Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API; (v) represent that output from the Services was human-generated when it is not; or (vii) buy, sell, or transfer API keys without our prior consent. You will comply with any rate limits and other requirements in our documentation or as disclosed on the Site or otherwise to you.

d. Third Party Services

Any third-party software, services, or other products you use in connection with the Services, including for payment terms, are subject to their own terms, and you acknowledge that we are not responsible for any such third-party products or your use thereof.

3. Content

a. Your Input

You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on such Input (“Output”). Input and Output are collectively referenced as the “Content.” You agree to ensure that all Input complies with applicable laws and does not violate these Terms. You represent and acknowledge that, to the extent permitted by law, you own or have a right to all your Input. Notwithstanding the foregoing, you agree that in addition to using your Input to create the Output, we have the right, in our discretion, to use the Input in any manner we determine, including to evaluate and create additional features, to comply with applicable laws, and to enforce these Terms, without compensation to you.

b. Right to Output

Subject to your compliance with these Terms and applicable laws, Samwise AI hereby grants to you the right to use the Output. Samwise AI may use the Content in any manner it desires, including to provide and maintain the Services, comply with applicable law, and enforce our policies.

c. Similarity of Content

Although your Output will be based on your Input, due to the nature of machine learning, output may not be unique across users and the Services may generate the same or similar output for other users or third parties. Responses, including output, that are requested by and generated for other users are not considered your Content.

d. Use of Content to Improve Services

We do not use Content that you provide to or receive from our API (“API Content”) to develop and improve our Services. API Content is only used to provide and maintain our API Services. We may use Content from Services other than our API (“Non-API Content”) to help develop and improve our Services.

e. Copyright Complaints

If you believe that your intellectual property rights have been infringed, please send notice to the address below. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.

SIG9, LLC. 30 N. Gould Street, Ste. 7723 Sheridan, WY 82801 Attn: Copyright Agent

Written claims concerning copyright infringement must contain the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work you claim has been infringed upon;
• A description of where the material you claim is infringing is located on the Site or in the Content;
• Your physical address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• 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.

4. Fees and Payments

a. Fees and Billing

You agree to pay all fees charged to your account for all Services (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing through the Site or otherwise. We have the right to correct pricing errors or mistakes even if we have already received payment or issued a notice of payment due. You agree that all billing information you provide is complete and accurate, including contact information and 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 Samwise AI, including 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 your Account and/or the Services until payment is received. Fees are payable in U.S. dollars and are due at the time Services are purchased. Payments are nonrefundable except as provided in these Terms.

b. Taxes

Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments associated with your use of the Services (collectively, “Taxes”). You are responsible for all Taxes associated with your purchases, agree that we may charge you for all such Taxes, and that you will timely pay all such Taxes when due. You agree to promptly and completely respond, including providing requested documentation, to any inquiries we make of you related to such Taxes. Samwise AI uses the name and address in your Account registration as the place where the Services are delivered for tax purposes, so you must keep this information current and accurate.

c. Price Changes

We may change the prices for the Services at any time by posting notice to your Account and/or to the Site. 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.

d. Free Tier

You may not create more than one account to benefit from credits provided in the free tier of the Services. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop providing access to the Services.

5. Confidentiality, Security and Data Protection

a. Confidentiality

By using the Services, communicating with us, or otherwise, you may be given access to confidential information of Samwise AI, its affiliates and other third parties (collectively, “Confidential Information”). 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 Samwise AI or its affiliates or third parties designate as confidential or that should reasonably be considered confidential under the circumstances, including Output, user information, features and applications, 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 which was not subject to any confidentiality obligations when you received it; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using any 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 Samwise AI and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

b. Security

You must implement and use reasonable and appropriate measures designed to help secure your access to and use of the Services, including access to your Account. If you discover any vulnerabilities or breaches related to your use of the Services or access to your Account, you must promptly contact Samwise AI and provide details of the vulnerability or breach. Further, you agree to promptly assist us in investigating any such alleged vulnerability or breach to the extent feasible.

c. Processing of Personal Data

If your use of the Services involves processing of 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.

6. Term and Termination

a. Termination

These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by deleting your Account and discontinuing your use of the Services and Content. We may terminate these Terms for any reason by providing you at least thirty (30) days’ advance notice. In addition, we may terminate these Terms immediately upon notice to you if you materially breach any of the Terms, including the Usage Requirements, Confidentiality, Security and Data Protection, Dispute Resolution, or General Terms, if there are changes in relationships with third party technology providers outside our control, or to comply with law or government requests.

b. Effect of Termination

Upon termination, you agree to stop using your Account and the Services, and you will promptly return or, if instructed by us, destroy any Confidential Information in your possession or under your control. The sections of these Terms which by their nature should survive termination or expiration shall survive, including but not limited to Sections 3 and 5 through 8.

7. Indemnification; Disclaimer of Warranties; Limitations on Liability

a. Indemnity

You agree to defend, indemnify, and hold us, our affiliates, and our owners, officers, employees, contractors, agents, representatives, and third-party providers, harmless from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including the Content, and your breach of these Terms or violation of applicable law.

b. Disclaimer

THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND THIRD PARTIES USED TO PROVIDE THE SERVICES MAKE NO REPRESENTATIONS OR WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, INCLUDING THE OUTPUT OR ANY CONTENT, AND EXPRESSLY 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.

c. Limitations of Liability

NEITHER WE NOR ANY OF OUR AFFILIATES, OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, OR THIRD-PARTY PROVIDERS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES RELATED TO LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF WHETHER THE CLAIM RISES FROM ACTUAL OR ALLEGED BREACH OF WARRANTY, INDEMNIFICATION, BREACH OF CONTRACT, PRODUCT LIABILITY, CONTRIBUTION, OR ANY OTHER LEGAL THEORY. SUBJECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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 SIX (6) MONTHS BEFORE THE LIABILITY AROSE OR FIFTY DOLLARS ($50).

8. Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

a. Informal Dispute Resolution

It is our desire to understand and try to address your concerns prior to resorting to formal legal action. Therefore, before filing a claim against us, you agree to use your best efforts to resolve disputes informally by sending us written notice describing the dispute and providing your legal name, physical address, email address, and phone number, and the relief you seek. If we are unable to resolve a dispute within sixty (60) days from receiving your written notice, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.

b. MANDATORY ARBITRATION

You and Samwise AI agree to resolve any claims relating to these Terms or our Services, which cannot be informally resolved between the parties, 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 within thirty (30) days of agreeing to these arbitration terms or the relevant changes by providing written notice to us of your election to opt-out; which notice shall become effective after our receipt thereof.

c. Arbitration Forum

A single arbitrator shall settle any dispute arising out of or relating to these Terms that is not settled by agreement of the parties within a reasonable time exclusively in a binding arbitration. The location of any arbitration proceeding shall be in Multnomah County, Oregon.

d. Arbitration Procedures

The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Portland, Oregon or at another mutually agreed location. The Federal Arbitration Act will govern the arbitration, and the arbitrator will be selected and the arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), except that the provisions of these Terms will control over the AAA rules. All issues are for the arbitrator to decide, including but not limited to issues relating to the scope, enforceability, and arbitrability of this Section. The parties will share equally in the fees and expenses of the arbitrator and the cost of the facilities used for the arbitration hearing, but will otherwise bear their respective costs incurred in connection with the arbitration; provided, however, that if the arbitrator finds that your claim is not frivolous, that you cannot afford to pay the arbitration fees, and cannot obtain a waiver, Samwise AI will pay them for you. Depositions will not be allowed, but information may be exchanged by other means. The parties agree to use their best efforts to ensure that the arbitrator is selected promptly and that the arbitration hearing is conducted no later than three (3) months after the arbitrator is selected. The arbitrator must decide the dispute in accordance with the substantive law which would govern the dispute had it been litigated in court. This requirement does not, however, mean that the award is reviewable by a court for errors of law or fact. 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. Following the arbitration hearing, the arbitrator shall issue an award and a separate written decision that summarizes the reasoning behind the award and the legal basis for the award. The arbitrator may not require one party to pay another party’s costs, fees, attorney’s fees or expenses; provided, however, that Samwise AI will seek its attorneys’ fees and costs in arbitration if the arbitrator determines that your claim is frivolous. The award of the arbitrator will be binding on each party. Judgment upon the award may be entered in any federal district court.

e. Exceptions

This arbitration clause 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.

f. 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.

g. Severability

If any part of this Section 8 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 class or representative arbitration, this Section 8 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. General Terms

a. Relationship of the Parties

These Terms do not create a partnership, joint venture, or agency relationship between you and Samwise AI or any of our affiliates. Samwise AI 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.

b. Entire Agreement

These Terms and any policies incorporated in these Terms or otherwise provided to you in writing, including the Privacy Policy, contain the entire agreement between you and Samwise AI regarding the use of the Services and, other than any Service-specific terms of use or any applicable enterprise agreements, if any, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Samwise AI related thereto.

c. Construction

Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words (a) “shall,” “will,” “must,” “agrees,” and “covenants” are each mandatory; (b) “may” is permissive; (c) “or” is not exclusive; and (d) “includes” and “including” are not limiting. Whenever a singular term is used, it shall include plural and vice versa as the contents shall require. The headings contained in these Terms are inserted for convenience only and shall not affect in any way the meaning or interpretation of these Terms.

d. Use of Brands

You may not use Samwise AI or any of its affiliates’ names, logos, copyrights, or trademarks, or other intellectual property without our prior written consent.

e. 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.

f. Assignment and Delegation

You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control, without our express prior written consent. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a conversion, merger, acquisition, or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

g. Modifications

We may amend or modify these Terms from time to time by posting a revised version on the Site, or if an update materially adversely affects your rights or obligations under these Terms, we will provide notice to you either by emailing the email associated with your Account or providing an in-product notification. Changes will become effective no sooner than thirty (30) days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.

h. Notices

All notices must be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Notice will be deemed given on the date of receipt if delivered by email or on the date sent via nationally-recognized courier if delivered by post. All notices to Samwise AI must be provided to support@samwiseai.com or at address: Registered Agents Inc., 30 N Gould Street, Ste. R, Sheridan, WY 82801.

i. Waiver and Severability

If you do not comply with these Terms and we do not take action right away, this does not mean Samwise AI is giving up any of our rights. Except as provided in Section 8, 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.

j. Export Controls

The Services may not be used in or for the benefit of, exported, or re-exported: (i) into any U.S. embargoed countries (collectively, the “Embargoed Countries”); or (ii) 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. You represent and warrant that you are not located in any Embargoed Countries and are 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.

k. Equitable Remedies

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

l. Jurisdiction, Venue and Choice of Law

These Terms will be governed by the laws of the State of Wyoming, excluding Wyoming’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 Sheridan County, Wyoming.