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Terms of Service

Introduction. Welcome to Testifi AI, LLC (“Testifi AI”, “Company”, or “We”). These Terms of  Service (the “Terms” or “Terms of Service”) govern your (“you”, “customer,” “subscriber”,  “User”) use of our platform for legal tech services (the “Service” or “Platform”) accessible at  www.testifi.ai (the “Site”).

These Terms of Service apply to your use of the Site, Services, and products of Testifi AI, during  trial periods, proof of concepts, and ongoing usage, and form any agreement between you and  Testifi AI. Our Software as a Service (SaaS) agreement or enterprise agreement between you and  Testifi AI may also govern the use of certain of our subscription services and are considered an  additional supplement to these Terms. 

License Grant. Subject to the terms and conditions of this Agreement, Testifi AI, LLC hereby  grants to you a limited, personal, non-transferable license to use the Testifi AI Services in the  manner contemplated by this Agreement solely for the purposes of developing your company’s  business data. Users shall have no right to rent, lease, lend, sell, redistribute, reproduce, sub-license  or resell the Testifi AI Services or any component thereof.

Acceptance of these Terms; Access to the Site and Service. By accessing and using our Service  through the Site, you agree to be bound by these Terms and our Privacy Policy. In addition to these  Terms, you must also comply with any applicable last and any other policies or guidelines related  to the Service and Platform we make available for you. If you disagree with any part of the Terms  or such policies, then do not access the Service. 

Your rights to use and access the Site and Service are subject to the following restrictions: (a) you  may not use the Service or Platform for any illegal, harmful or abusive activity; (b) you shall not  license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the  Site, whether in whole or in part, or any content displayed on the Site except as provided in these  Terms; (c) you shall not modify, make derivative works of, disassemble, reverse compile or reverse  engineer any part of the Site except as provided in these Terms or any other agreement between  you and Testifi AI; (d) you shall not access the Site in order to build a similar or competitive  website, product, or service; (e) you shall not use the Service or Platform in a way that infringes,  misappropriates or violates the rights of any third party; (f) except as expressly stated in these  Terms or pursuant to any written agreement between you and Testifi AI, no part of the Site may be  copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any  form or by any means; (g) represent any Output Data was human-generated when it was not; or  (h) interfere or disrupt the Service or Platform. Unless otherwise indicated, any future release,  update, or other addition to functionality of the Site shall be subject to these Terms. All copyright 

and other proprietary notices on the Site (or on any content displayed on the Site) must be retained  on all copies thereof. 

Billing and Payment. Payment can be made through a valid credit card or debit card and are  subject to validation checks and authorization by Your card issuer. All payments due are in U.S.  dollars.  

Company will bill Customer in advance for use of the Service in the amount indicated in the  purchase. All prepaid amounts are non-refundable. Customer agrees to maintain valid and up-to date credit-card billing information on file with the Company. Customer will pay all reasonable  expenses incurred by the Company in collecting late payments, including attorneys’ fees. Company  may suspend or terminate Customer’s account if fees are not paid when due.  

Refunds and Cancellations. Testifi AI offers Pay Per Use pricing (“Pay-Per-Use”). Pay-Per-Use supports the immediate purchase of a specific Service such as a Summary or Summaries bundle,  at a stated price. There are no refunds on Pay-Per-Use purchases.

Privacy. Your privacy is important to Testifi AI. Please read our Privacy Policy carefully for  details relating to the collection, use, and disclosure of your personal information. 

Individual Features and Services. When using the Testifi AI Services, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.

Modification of the Terms. Testifi AI reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. You agree to review these Terms and any Guidelines periodically for changes. Your continued use of the Testifi AI Services after the posting of changes constitutes your binding acceptance of such changes. If any such revision is unacceptable to you, your only remedy is to terminate your Testifi AI User Account. For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the Testifi AI Services.

Eligibility. THE TESTIFI AI SERVICES ARE NOT AVAILABLE TO PERSONS UNDER 18 YEARS OF AGE OR TO ANY USERS WHOM TESTIFI AI HAS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICES. Testifi AI may terminate your account, delete any Information or Content that you have posted on the Testifi AI Services (subject to the data return policies discussed herein), and/or prohibit you from using or accessing the Services (or any portion, aspect or feature of the Services) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18.  By clicking the “I Agree” button or by otherwise subscribing to or using the Testifi AI Services, you represent that you are at least 18 years of age.

Reliability. Testifi AI does not offer any specific uptime guarantee for the Services. The Services are not intended to be reliable or available 100% of the time, or error-free. In addition, proper functioning of the Services depends on connectivity, internet connection, network, and other infrastructure which Testifi AI is not responsible for. Testifi AI shall not be responsible for such interruptions and any consequences thereof. The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. Customer agrees that it will not be entitled to any refund or rebate for such suspensions.

Confidentiality. Both You and Testifi AI may each encounter the other party’s confidential information (“Confidential Information”) in using the Testifi AI Services. Confidential information includes any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises. 

Confidential Information shall not include information or material that (i) is publicly available or becomes publicly available through no action or fault of the recipient party, (ii) was already in the recipient party’s possession or known to the recipient party prior to being disclosed or provided to the recipient party by or on behalf of the other party, provided, that, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the non-disclosing party or any other party regarding that information or material, (iii) was or is obtained by the recipient party from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the non-disclosing party or any other party with respect to such information or material, or (iv) is independently developed by the recipient party without reference to the Confidential Information.

You and Testifi AI agree to treat all Confidential Information as confidential, and not to use or disclose such Testifi AI Information except as necessary to perform its obligations under this Agreement. Testifi AI and any third-party vendors it utilizes to provide the Services shall likewise adhere to these confidentiality obligations.

Security and Privacy Settings. Testifi AI strives to maintain the strongest security protocols and takes User security and privacy extremely seriously. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You understand that internet technologies have the inherent potential for disclosure.  You acknowledge that you are under no obligation to provide personal or sensitive information in order to use the Testifi AI Services, and that you provide any personal or sensitive information at your own risk.

Data Subject Rights. Depending on your residency, you may have certain data subject rights. These rights vary by state and country, but they may include the right to: (i) request additional disclosures about the Personal Information we collect, use, and disclose, i.e., a “Request to Know (Categories of Information)”; (ii) obtain a copy of Personal Information, i.e., a “Request to Know (Specific Pieces of Information),” sometimes called the Right to Access; (iii) request deletion of Personal Information, i.e., a “Request to Delete Information,” sometimes called the Right to Be Forgotten; (iii) opt out of the sale of Personal Information if we were to sell Personal Information, i.e., a “Request to Opt Out.” We do not sell your information, so you are already opted-out of such sales. We will not discriminate against you for exercising any of these rights. However, we may not be able to provide the same quality of goods or services to you if we do not have the necessary data available.

If you wish to exercise any of these rights, please email info@testifi.ai with the phrase “Data Subject Rights” in the subject line. We will review your requests and respond accordingly. The rights described herein are not absolute and we reserve all of our rights available to us at law in this regard. Additionally, if we retain your Personal Information only in de-identified form, we will not attempt to re-identify your data in response to a Data Subject Rights request. If you make a request related to Personal Information about you, we will need to verify your identity. To do so, we will request that you match specific pieces of information you have provided us previously, as well as, in some instances, provide a signed declaration under penalty of perjury that you are the individual whose personal information is the subject of the request. If it is necessary to collect additional information from you, we will use the information only for verification purposes and will delete it as soon as practicable after complying the request. For requests related to particularly sensitive information, we may require additional proof of identification. If you make a Data Subject Rights request through an authorized agent, we will require written proof that the agent is authorized to act on your behalf. We will process your request within the time provided by applicable law.

You are responsible for the legality of the personal data that you or your Authorized Users provide to us. To the extent that you or your Authorized Users provide personal data to us for account registration or otherwise, the parties acknowledge and agree that we will process such information in accordance with the data protection laws.

Litigation or Transactional Data You Provide In Connection with the Services. Testifi AI adheres to the strictest protocols in connection with the data you provide to Testifi AI in the course of using the Services (such as litigation or transactional documents). Information provided to Testifi AI via the Services is stored in our third-party cloud storage provider, which adheres to the strictest security requirements in the industry. Testifi AI may access this data in order to deliver and improve the Services, test features in development, and conduct audits and troubleshooting activities. Any litigation or transactional data marked Confidential will be used in a limited capacity in Testifi AI’s learning algorithms. 

The Services utilize AI algorithms and technologies, including generative AI, to provide various features, including content creation such as draft emails, contract clauses, summaries, or other legal documents. Testifi AI may provide responsive search results based on natural language queries or prompts that Authorized Users provide while using the Online Services. AI systems may not always be accurate or error-free, which means Authorized Users are responsible for verifying and cross-referencing any information provided in the Online Services. AI is not a substitute for professional advice, including legal, medical, financial, or any other specialized advice.

Limitation of Liability; Disclaimers of Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SITE, PLATFORM OR SERVICE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR CUMULATIVE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE.

THE SITE, INCLUDING ALL CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL

WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. NEITHER WE NOR OUR SUPPLIERS MAKE ANY WARRANTY THAT THE SITE, INCLUDING ALL CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

To the extent any country or state does not allow the disclaimer of certain warranties, some or all of the terms in this section may not apply to you or your use of the Service, and you may have additional rights. In such case, the Terms shall limit our responsibilities to the maximum extent permissible in your country or state of residence.

THE COMPANY’S SUPPLIER, LICENSORS, DISTRIBUTORS AND AFFILIATES SHALL BE CONSIDERED THIRD PARTY BENEFICIARIES OF THIS SECTION.

Representations and Warranties. You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services, (ii) you will act professionally and responsibly in your interactions with other users, (iii) when using or accessing the Services, you will act in accordance with any applicable local, state, or federal law or custom and in good faith, and (iv) you understand and agree that the Services are designed to be used by qualified professionals and that you will not use the Services as a replacement for your own judgment or analysis of any such matters that you may be called upon to assess.

You agree not to engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the Services in any medium other than as allowed by the Services and these Terms of Service; (ii) using any automated system (other than any functionalities of the Services), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) conducting any unlawful purposes or soliciting others to perform or participate in any unlawful acts; (vii) uploading invalid data, viruses, worms, or other software agents through the Services; (viii) infringing upon or violate our intellectual property rights or the intellectual property rights of others; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) harassing, insulting, harming, abusing, defaming, abusing, harassing, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the Services or staff member of Company; (xi) interfering with or any activity that threatens the performance, security or proper functioning of the Services; (xii) uploading or transmitting viruses or any other type of malicious code; (xiii) attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services; (xiv) bypassing the security features or measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xv) attempting to access unauthorized Accounts or to collect or track the personal information of others; (xvi) using the Services for any purpose or in any manner that infringes the rights of any third party; or (xvii) encouraging or enabling any other individual to do any of the foregoing.

You hereby warrant and represent that, other than as fully and promptly disclosed to Company as set forth below, you do not have any motivation, status, or interest which Company may reasonably wish to know about in connection with the Services, including without limitation, if you are using or will or intend to use the Services for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Company in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Services.

You hereby warrant and represent the following: (i) All relevant protective orders, confidentiality agreements, and/or other similar agreements have been properly followed with regard to all documents uploaded or used in connection with our services; (ii) No confidentiality agreements or protective orders have been violated through the use of our services and any documents uploaded while using Testifi AI’s Services; (iii) The user is either an attorney, or a part of the attorney’s office representing one of the parties in the case for each document uploaded; and (iv) the user has all appropriate rights, licenses, and/or permissions to use Testifi AI’s Services.

No Legal Advice. Testifi AI does not provide legal advice and is not engaged in the practice of law. The content provided in our services including any text generated through our artificial intelligence tools is for informational purposes only and does not constitute legal advice or establish an attorney-client relationship between You and Testifi AI. Our services do not cover all legal situations and we recommend you seek legal advice from a qualified attorney licensed in your jurisdiction. Our services are not a substitute for attorney review and should be reviewed by a qualified attorney licensed in your jurisdiction.

 

Users’ Rights. Upon any termination of a User’s account, and upon request by the User, Testifi AI will provide the ability for the User to download all available data that the User previously input into their account on the Testifi AI Services. Upon termination of a User’s account, Testifi AI may also provide the User the option to maintain on the Testifi AI Service certain public-facing Content that User previously chose to make publicly available. AI generated data will not be accessible after any termination of the User’s account as the service is Pay-Per-Use.

Termination . We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, the following:

  • Your breach of the Terms or any other policy provided to you by Testifi AI;
  • To comply with any applicable laws;
  • Your use poses risk to us or any third party;
  • The expiration of any business account or subscription pursuant to any agreement between you and Testifi AI; or
  • Your delinquency in payment of any fees due on your account.

If you believe your account has been terminated in error, you can contact us at info@testifi.ai

We reserve the right to refuse the Services to anyone for any reason at any time.  Company may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice.  If Company terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Company reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with the Dispute Resolution and Arbitration Sections of these Terms of Service.

Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Company is not liable to you for any modification or discontinuance of all or any portion of the Services. Company has the right to restrict anyone from completing registration as a user if Company believes such person may threaten the safety and integrity of the Services, or if, in Company’s discretion, such restriction is necessary to address any other reasonable business concern.

Following the termination or cancellation of your Account (as defined below), we reserve the right to delete all your data, including any User Generated Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or cancelled.  “User Generated Content” is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to the Services. You are solely responsible for the User Generated Content.

Geographic Restrictions. The owner of the Service and Website is based in the state of Texas in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. We reserve the right to terminate service to any users located outside the United States.

Restrictions. When using the Testifi AI Services you agree not to:

  • Upload or transmit via the Testifi AI Services pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
  • Use the Testifi AI Services for any purpose that is unlawful or is otherwise prohibited by these Terms;
  • Use the Testifi AI Services in any manner that in our sole discretion could damage, disable, overburden, or impair the services;
  • Attempt to gain unauthorized access to the Testifi AI Services, or any part of them, other accounts, computer systems or networks connected to the Testifi AI Services, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Testifi AI Services or any activities conducted on the Testifi AI Services;
  • Modify the Testifi AI Services in any manner or form, or use modified versions of the Testifi AI Services, including (without limitation) for the purpose of obtaining unauthorized access to the Testifi AI Services;
  • Use any robot, spider, scraper, or other automated means to access the Testifi AI Services for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Testifi AI Services;
  • Impersonate another person or access another User’s account without that person’s permission or to violate any contractual or fiduciary relationships;
  • Share Testifi AI-issued passwords with any third party or encourage any other User to do so;
  • Misrepresent the source, identity, or content of Information transmitted via the Testifi AI Services;
  • Modify, adapt, translate or create derivative works based upon the Testifi AI Services;
  • Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Testifi AI Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
  • Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Testifi AI Services to any third party; provide time sharing or similar services for any third party; or use the Testifi AI Services for any purpose other than your own internal personal or business use;
  • Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Testifi AI Services, features that prevent or restrict use or copying of any content accessible through the Testifi AI Services or Testifi AI Services, or features that enforce limitations on use of the Testifi AI Services or Testifi AI Services;
  • Access the Testifi AI Services if you are a direct competitor of Testifi AI, except with Testifi AI’s prior written consent, or for any other competitive purposes; or
  • Collect or harvest any personally identifiable information, including account names, from the Testifi AI Services.

Indemnification; Hold Harmless. You agree to defend, indemnify and hold harmless Testifi AI and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Testifi AI Services, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Provided Information or any other data that are submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.  Testifi AI will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Testifi AI. Testifi AI will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same.

Third-Party Sites, Third-party Information.

The Testifi AI Services may call the servers of other web sites or services solely at the direction of and as a convenience to Users (“Third-party Sites”). Testifi AI makes no express or implied warranties with regard to the Information, or other material, products, or services that are contained on or accessible through Third-party Sites. Access and use of Third-Party Sites, including the information, material, products, and services on such sites or available through such sites, is solely at your own risk.

YOU ACKNOWLEDGE THAT TESTIFI AI DOES NOT MANAGE OR CONTROL THE USER-PROVIDED INFORMATION THAT YOU ACCESS, STORE OR DISTRIBUTE THROUGH THE TESTIFI AI SERVICES, AND ACCEPTS NO RESPONSIBILITY OR

LIABILITY FOR THAT INFORMATION REGARDLESS OF WHETHER SUCH USERPROVIDED INFORMATION IS TRANSMITTED TO OR BY YOU IN BREACH OF THESE

TERMS. TESTIFI AI MAKES NO WARRANTY WITH RESPECT TO SUCH USERPROVIDED INFORMATION YOU MAY ACCESS, STORE OR DISTRIBUTE THROUGH THE TESTIFI AI SERVICES. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TESTIFI AI MAKES NO WARRANTY THAT SUCH USER PROVIDED INFORMATION WILL BE FREE OF ANY VIRUS, WORM, TROJAN HORSE,

EASTER EGG, TIME BOMB, CANCELBOT, OR OTHER DESTRUCTIVE OR MALICIOUS

CODE OR PROGRAMS. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Testifi AI with respect TO THIRD-PARTY AND/OR

USER PROVIDED INFORMATION THAT YOU CHOOSE TO ACCESS, STORE OR DISTRIBUTE, THROUGH THE TESTIFI AI SERVICES.

YOU ACKNOWLEDGE THAT TESTIFI AI DOES NOT MANAGE OR CONTROL THE USER-PROVIDED INFORMATION THAT YOU ACCESS, STORE OR DISTRIBUTE THROUGH THE TESTIFI AI SERVICES, AND ACCEPTS NO RESPONSIBILITY OR

LIABILITY FOR THAT INFORMATION REGARDLESS OF WHETHER SUCH USERPROVIDED INFORMATION IS TRANSMITTED TO OR BY YOU IN BREACH OF THESE

TERMS. TESTIFI AI MAKES NO WARRANTY WITH RESPECT TO SUCH USERPROVIDED INFORMATION YOU MAY ACCESS, STORE OR DISTRIBUTE THROUGH THE TESTIFI AI SERVICES. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TESTIFI AI MAKES NO WARRANTY THAT SUCH USER PROVIDED INFORMATION WILL BE FREE OF ANY VIRUS, WORM, TROJAN HORSE,

EASTER EGG, TIME BOMB, CANCELBOT, OR OTHER DESTRUCTIVE OR MALICIOUS

CODE OR PROGRAMS. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Testifi AI with respect TO THIRD-PARTY AND/OR

USER PROVIDED INFORMATION THAT YOU CHOOSE TO ACCESS, STORE OR DISTRIBUTE, THROUGH THE TESTIFI AI SERVICES.

Intellectual Property Rights. All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces, and other content (collectively “Proprietary Material”) that users see or read through the Services is owned by Company, excluding User Generated Content, which users hereby grant Company a license to use. Proprietary Material is protected in all forms, media, and technologies now known or hereinafter developed. Company owns all Proprietary Material, as well as the coordination, selection, arrangement, and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Company’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content.

Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Company and, if applicable, the holder of the rights to the User Generated Content.

The service marks and trademarks of Company, including without limitation Company and Company logos, are service marks owned by Company. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Additionally, you may choose to, or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Company under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Company does not waive any rights to use similar or related Feedback previously known to Company, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.

Subject to the terms and conditions hereof, you are hereby granted a limited, nonexclusive, nontransferable, freely revocable, license to access and use the Services.  We may terminate this license at any time for any reason or no reason.  The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Services, and copyrights (the “Company Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Company or, as applicable, its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the Company Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Your use of the Services and the relating licenses granted hereunder are also conditioned upon your strict adherence to the letter and spirit of the various applicable guidelines and any end user licenses associated with your use of the Site. Company may modify such guidelines in its sole discretion at any time. Company reserves the right to terminate your Account and access to the Services if it determines that you have violated any such applicable guidelines.

No Rights of Third Parties. None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

Dispute Resolution – Arbitration & Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND COMPANY CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND COMPANY TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at info@testifi.ai and you and Company will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below.  Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys’ fees, even if you may have been entitled to them otherwise.

Binding Arbitration. You and Company agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Company both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Company in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and nonrepresentative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver. You and Company agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Company both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Company agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution’ section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Texas and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure. Unless you and Company agree otherwise, the seat of the arbitration shall be in Dallas, Texas. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Company submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator’s Decision and Governing Law. The arbitrator shall apply Texas law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

 Miscellaneous.

  • Notice. Testifi AI may provide you with notices, including those regarding changes to Testifi AI’s terms and conditions, by email or postings on the Testifi AI Site. Notice will be deemed given twenty-four hours after email is sent, unless Testifi AI is notified that the email address is invalid. Notice posted on the Testifi AI Site is deemed given 5 days following the initial posting.
  • Waiver. The failure of Testifi AI to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Testifi AI.
  • Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law.
  • Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or Testifi AI will be subject to binding arbitration in the State of Texas unless otherwise provided for in these Terms of Service. All claims exempt from the Dispute Resolution and Arbitration clauses as provided by these Terms of Service shall be filed only in the state or federal courts in and for Texas, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
  • Severability. If any provision of these Terms or any Guideline is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
  • Assignment. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Testifi AI without restriction.
  • Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
  • Entire Agreement. This is the entire agreement between you and Testifi AI relating to the subject matter herein and will not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by Testifi AI as set forth above.
  • Claims. YOU AND TESTIFI AI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TESTIFI AI SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
  • The services hereunder are offered by Testifi AI, LLC, located at: PO Box 600876 Dallas, Texas 75360-0876 and email: info@testifi.ai. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.