Terms of Use

A. Access to the Service.

We may make certain platforms, applications, or features of the Service available to you, including, without limitation, through test websites or an invitation sent to you by us. You or your end users may be required to first register for a user account through our registration process that we make available through the Service, which may include, without limitation, creating and linking to a Google account. The Service's practices governing any resulting collection and use of your personal information are disclosed in our Privacy Policy. If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username-whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device (defined below) so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits-all in our sole discretion, for any reason, and without advance notice or liability. You are responsible for all activity on your account. If you violate our policies we may terminate your account. Don't do anything illegal, abusive towards others, or that abuses our Service in a technical way.

B. Content.

The Service contains a variety of: (i) materials and other items relating to TeroAI, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the "look and feel" of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code, machine learning models, and other software); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of TeroAI (collectively, "Trademarks"); and (iii) other forms of intellectual property (all of the foregoing, collectively, "Content").

C. Content Ownership.

The Service (including past, present, and future versions) and the Content are owned or controlled by TeroAI, our licensors, and/or certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of TeroAI or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. TeroAI owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.

D. Limited License to Content.

Subject to your strict compliance with these Terms and any Additional Terms, TeroAI grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a "Device") for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in TeroAI's sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.

E. Customer Content.

You may input text or other material into TeroAI's generative artificial intelligence ("AI") chatbot feature ("Chatbot Feature") on the Service ("Input"), and receive a response from the Chatbot Feature based on the Input ("Output") (together, Input and Output are referred to herein as "Customer Content"). You are responsible for your Customer Content, including ensuring that it does not violate any applicable laws, regulations, or guidance, infringe or misappropriate third-party rights (including, without limitation, copyrights, trademarks, or rights of publicity), or these Terms. You are responsible for all Input and represent and warrant that you have all rights, licenses, and permissions required to provide the Input to the Chatbot Feature. You are solely responsible for all use of Outputs and for reviewing and verifying the accuracy and appropriateness of Outputs for your use cases.

F. Customer Content Ownership.

Unless otherwise provided in any Additional Terms between you and TeroAI, and to the extent permitted by applicable law, you (i) retain your ownership rights in Input, and (ii) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output. Due to the nature of TeroAI's Service and AI generally, Output may not be unique, and other users may receive similar content from the Chatbot Feature or Service generally. Chatbot Feature responses that are requested by and generated for other users are not considered your Output.

G. Customer Content Disclaimers.

When you use our Service, including any Chatbot Feature, you understand and agree as follows: Accuracy and Bias: Chatbot Feature may produce inaccurate or incomplete information, indicate a false sense of over-precision, or be misleading, biased, harmful, or discriminatory. All Output should be reviewed and verified by a human for these issues. If Output references any third-party products or services, it does not mean that the third party endorses or is affiliated with TeroAI. No Professional Advice: Output does not constitute professional advice (including legal, financial, or other specialized guidance). Chatbot Feature is intended to provide geospatial data only and any interpretation of that data should be reviewed by a qualified professional before acting on any information provided by the Chatbot Feature. Data Use and Privacy: Conversations with the Chatbot Feature may be used to improve model performance, unless you are using an API plan that specifies otherwise. We attempt to remove personally identifying information from training data where possible and takes steps to protect user privacy. Use of the Chatbot Feature is subject to the Service's Privacy Policy. Model Limitations: Output is generated from the Chatbot Feature's language model that processes data patterns and is not based on real-time knowledge. Chatbot Feature does not have awareness, opinions, or access to private data unless provided during a chat session. Liability: TeroAI is not liable for any damages or losses arising from your reliance on information contained in Outputs, and your use of the Chatbot Feature is at your own risk.

H. Rights of Others.

When using the Service, you must respect the intellectual property and other rights of TeroAI and others. Your unauthorized use of the Content or the Service (including the Chatbot Feature or information contained in Inputs or Outputs) may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Service, then please see Section 3 below.

A. Service Use Restrictions.

You agree that you will not: (i) unless authorized by TeroAI, use the Service for commercial purposes (including, without limitation, for purposes of advertising, soliciting funds, or selling products); (ii) use any meta tags or any other "hidden text" utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to TeroAI; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code, machine learning model, or other software or products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user's access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, TeroAI, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service or the Content; (vii) attempt to gain unauthorized access to the Service or other computer systems or networks connected to the Service, through password mining or any other means; (viii) use the Service to generate, store, or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to generate, store or transmit material in violation of third-party rights (including, without limitation, privacy, copyright, trademark, and right of publicity) or material that contains inaccurate, misleading, biased, harmful, or discriminatory content; (ix) use the Service to store or transmit malicious code; (x) interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein; (xi) harvest or otherwise collect or store any personal information using the Service; (xii): (a) use false or deceptive identities, names, or accounts, (b) deploy bots, malware, viruses, crawlers, or scrapers on the Service, including, without limitation, to compete with TeroAI or to train or manipulate any artificial intelligence models, (c) engage in any activities that are designed to defraud or game TeroAI or third parties, (d) buy, sell, or transfer API keys from, to, or with a third party, or (e) deploy, or permit any third party to deploy, any technology on, or in connection with, TeroAI or TeroAI branded sites, systems, or services that can enable the tracking of Site or Service activities or users, except with TeroAI prior express written approval; (xiii) use the Service to develop machine learning models or related technology; or (xiv) otherwise violate these Terms or any Additional Terms.

B. Content Use Restrictions.

You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, "bot," spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors' products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate, or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of TeroAI or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

C. Customer Content Use Restrictions.

Do not use confidential information in Inputs or otherwise in connection with the Chatbot Feature and ensure all information in your Inputs complies with all applicable laws, regulations, and guidance, including with respect to data privacy. You agree not to use the Chatbot Feature to generate or disseminate content that violates applicable laws, regulations, or guidance, infringes or misappropriates third-party rights (including, without limitation, copyrights, trademarks, or rights of publicity), or contains inaccurate, misleading, biased, harmful, or discriminatory material.

D. Availability of Service and Content.

TeroAI may immediately modify, interrupt, suspend, or terminate the availability of the Service and Content (and any tools, elements, and features of them), in whole or in part, for any reason, in TeroAI's sole discretion, and without advance notice or liability.

E. Reservation of All Rights Not Granted as to Content, Customer Content, and Service.

These Terms and any Additional Terms may include only narrow, limited grants of rights to Content and Customer Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by TeroAI and its licensors and other third parties. Any unauthorized use of any Content or Customer Content or the Service for any purpose is prohibited.

A. DMCA Notice.

TeroAI will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA"), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner's) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:

• a legend or subject line that says: "DMCA Copyright Infringement Notice";
• a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);
• your full name, address, telephone number, and email address;
• a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
• your electronic or physical signature.

TeroAI will only respond to DMCA Notices that it receives by mail or email at the addresses below:

By mail: TeroAI, 251 W 95th Street, New York, NY 10025
By email: [email protected]

It is often difficult to determine if your copyright has been infringed. TeroAI may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and TeroAI may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.

Without limiting TeroAI's other rights, TeroAI may, in appropriate circumstances, terminate a repeat infringer's access to the Service and any other website owned or operated by TeroAI.

B. Counter-Notification.

If access on the Service to a work that you submitted to TeroAI is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

• a legend or subject line that says: "DMCA Counter-Notification";
• a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL or page of the Service from which the material was removed or access to it disabled);
• a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
• your full name, address, telephone number, email address, and the username of your account;
• a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if the address is located outside the United States, to the jurisdiction of the United States District Court for the District of Delaware), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
• your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the DMCA Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

A. Linked Services; Advertisements.

The Service may contain links, as part of third-party advertisements on the Service or otherwise, to or from third-party websites ("Linked Services"), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with TeroAI. TeroAI may have no control over the content, operations, policies, terms, or other elements of Linked Services, and TeroAI does not assume any obligation to review any Linked Services. TeroAI does not endorse, approve, or sponsor any Linked Services, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, TeroAI is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Services. Finally, TeroAI will under no circumstances be liable for any direct, indirect, incidental, or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright, or other intellectual property rights, caused by the exhibition, distribution, or exploitation of any information or content contained within these third-party Linked Services. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Services. TeroAI disclaims all liability in connection therewith.

B. Dealings with Third Parties.

Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Services or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). TeroAI disclaims all liability in connection therewith.

A. Wireless Features.

The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service's features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, "Wireless Features"). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

B. Terms of Wireless Features.

You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes.

A. First - Try to Resolve Disputes and Excluded Disputes.

If any controversy, allegation, or claim arises out of or relates to the Service, the Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, "Dispute"), or to any of TeroAI's actual or alleged intellectual property rights (an "Excluded Dispute"), which includes those actions set forth in Section 8(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section 8(A). Your notice to us must be sent via certified U.S. mail to: TeroAI, 251 W 95th Street, New York, NY 10025. The written description included in your notice must be on an individual basis and provide at least the following information: your name; the nature or basis of the claim or dispute; the date of any purchase or transaction at issue (if any and if available), and the relief sought. For a period of sixty (60) days from the date of receipt of notice from the other party, TeroAI and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, through an informal telephonic dispute resolution conference between you and TeroAI in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or TeroAI to resolve the Dispute or Excluded Dispute on terms with respect to which you and TeroAI, in each of our sole discretion, are not comfortable. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party's counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Certain portions of this Section 8(A) are deemed to be a "written agreement to arbitrate" pursuant to the U.S. Federal Arbitration Act ("FAA"). You and TeroAI agree that we intend that this Section 8(A) satisfies the "writing" requirement of the FAA.

B. Binding Arbitration.

If we cannot resolve a Dispute as set forth in Section 8(A) within sixty (60) days of receipt of the notice, then ANY DISPUTE ARISING BETWEEN YOU AND TEROAI OR ANY OF ITS AGENTS, VENDORS, CONTRACTORS, OR OTHER THIRD PARTY BENEFICIARY OF THESE TERMS (whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, any other intentional tort or negligence), common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory), whether arising before or after the effective date of these Terms, MUST BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION. The FAA, not state law, shall govern the arbitrability of all disputes between TeroAI and you regarding these Terms (and any Additional Terms) and the Service including the No Class Action Matters section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. TeroAI and you agree, however, that the applicable state, federal, or provincial law, as contemplated in Section 8(J) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and TeroAI regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction's choice of law principles. An Excluded Dispute will only be subject to binding arbitration pursuant to this Section 8 if the parties mutually agree. Any Dispute will be resolved solely by binding arbitration in accordance with the then-current: (i) Consumer Arbitration Rules of the American Arbitration Association ("AAA") then in effect since the matter involves a "consumer" agreement as defined by Consumer Arbitration Rule R-1; and if such Consumer Arbitration Rules do not apply then: (ii) the Commercial Arbitration Rules (collectively, "Rules") of the AAA, except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing, then either party can elect to have the arbitration administered by Judicial Arbitration and Mediation Services Inc. ("JAMS") using JAMS's streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of TeroAI consent to in writing.

C. Arbitration Process.

If after sixty (60) days the informal dispute resolution procedure set forth in Section 8(A) above is unsuccessful in resolving the parties' dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. (The AAA provides applicable forms for Demands for Arbitration available at https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf (Consumer Arbitration Rules), and a separate affidavit for waiver of fees for California residents only is available at https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state or county in which you reside. The parties will first attempt to agree on an arbitrator. If the parties are unable to agree upon an arbitrator within twenty-one (21) days of receiving the AAA's list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the Rules. The arbitration may be conducted by telephone or based on written submissions, and if an in-person hearing is required, then it will be conducted in the county where you live or at another mutually agreed upon location. You and we will pay the administrative and arbitrator's fees and other costs (and please note that you will be responsible for a portion or percentage of such fees) in accordance with the requirements of the Rules; but if the Rules (or other applicable arbitration rules or laws) require TeroAI to pay a greater portion or all of such fees and costs in order for this Section 8 to be enforceable, then TeroAI will have the right to elect to pay the fees and costs and proceed to arbitration. Except as set forth in Section 8(D), the arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party's individual claim. The arbitrator will render an award within the time frame specified in the Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the Rules, and these Terms. The arbitrator's award of damages and/or other relief must be consistent with the terms of the Limitations of Our Liability section below as to the types and the amounts of damages or other relief for which a party may be held liable. If a claim is brought seeking public injunctive relief and a court determines that the restrictions prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims will be arbitrated. In such a case, the court shall stay the claim for public injunctive relief until the arbitration pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. Attorneys' fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. If the arbitrator finds that either the substance of a claim or the relief sought in a Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in U.S. Federal Rule of Civil Procedure 11(b)), the other party will have the right to recover its attorneys' fees and expenses. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.

D. Special Additional Procedures for Mass Arbitration.

If twenty five (25) or more similar claims are asserted against TeroAI by the same or coordinated counsel or are otherwise coordinated, you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following coordinated bellwether process and application of the AAA Multiple Consumer Case Filing Fee Schedule. Counsel for the claimants and counsel for TeroAI shall each select five (5) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process; the parties may but are not required to agree in writing to modify the number of cases to be included in the bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings pursuant to this provision. In the bellwether process, a single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator during the bellwether process unless the parties agree otherwise. After decisions have been rendered in the first ten (10) cases, TeroAI and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the bellwether cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. After decisions have been rendered in the second group of twenty (20) cases, TeroAI and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the decided bellwether cases; if a global settlement cannot be reached in the second mediation, the parties also may discuss with the mediator the process for resolving the remaining cases with the benefit of the decisions in the first two (2) rounds of bellwether cases; the parties are not required to agree to any modifications to the process set forth herein. Absent a settlement or agreement to modify the procedure for arbitrating the remaining cases, in order to increase the efficiency of administration and resolution of arbitrations, the arbitration provider shall: (i) administer the arbitration demands in batches of fifty (50) demands per batch (to the extent there are fewer than fifty (50) arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one (1) arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. You agree to cooperate in good faith with TeroAI and the arbitration provider to implement such a "batch approach" or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This "batch arbitration" provision shall in no way be interpreted as authorizing class arbitration of any kind. TeroAI does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 8(D). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Section 8(D) from the time of the first cases are selected for a bellwether process until the time your case is selected to proceed, withdrawn, or otherwise resolved. A court shall have authority to enforce this Section 8(D) and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against TeroAI.

E. Limited Time to File Claims.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 8(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES-OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (i) by delivery of written notice as set forth above in Section 8(A); (ii) filing for arbitration with JAMS as set forth in Section 8(B); or (c) filing an action in state or federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.

F. Injunctive Relief.

The foregoing provisions of this Section 8 will not apply to any legal action taken by a party to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, the Content, these Terms and/or TeroAI's intellectual property rights (including such that TeroAI may claim are in dispute), TeroAI's operations, and/or TeroAI's products or services.

G. No Class Action Matters.

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Except as expressly contemplated for mass arbitrations set forth in Section 8(D), Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 8(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 8(H). Notwithstanding any other provision of this Section 8, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this No Class Action Matters section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions. Notwithstanding any other provision of this Agreement, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire arbitration agreement shall be void. If any portion of this arbitration agreement other than the class action waiver and prohibition against class arbitration is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration agreement.

H. Federal and State Courts in the State of Delaware.

Except where arbitration is required above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in the State of Delaware. Accordingly, you and TeroAI consent to the exclusive personal jurisdiction and venue of such courts for such matters.

I. Small Claims Matters Are Excluded from Arbitration Requirement.

Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court on an individual basis for disputes and actions within the scope of such court's competent jurisdiction.

J. Governing Law.

These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of Delaware, without regard to its conflicts of law provisions.

A. TeroAI's Consent or Approval.

As to any provision in these Terms or any Additional Terms that grants TeroAI a right of consent or approval, or permits TeroAI to exercise a right in its "sole discretion," TeroAI may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by TeroAI without being in writing and signed by an officer of TeroAI.

B. Indemnity.

You agree to and you hereby defend, indemnify, and hold the TeroAI Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any TeroAI Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) Customer Content, including, without limitation, your use of Customer Content and any information or materials therein that infringe, violate, or misappropriate any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (ii) your use of the Service, including with respect to the Chatbot Feature, and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device or the Chatbot Feature, even if not submitted by you; (vi) any misrepresentation made by you; (vii) any other party's access and/or use of the Service with your account; and (viii) TeroAI Parties' use of the information or content that you submit to us (all of the foregoing, "Claims and Losses"). You will cooperate as fully required by TeroAI Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, TeroAI Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. TeroAI Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of an TeroAI Party.

C. Operation of Service; Availability of Products and Services; International Issues.

TeroAI controls and operates the Service from its U.S.-based offices, and the Service is primarily intended for users located in the U.S. TeroAI makes no representation that the Service is appropriate or available for use beyond the U.S. These Terms comply with U.S. law only. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Service may describe products and services that are available only in the U.S. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.

D. Export Controls.

Software related to or made available by the Service may be subject to export controls of the U.S. No software from the Service may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S. has embargoed goods, software, technology, or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria); (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders; or (iii) to anyone on the U.S. Department of Commerce's Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i)-(iii) above.

E. Severability; Interpretation.

If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word "including" is used in these Terms or any Additional Terms, the word will be deemed to mean "including, without limitation." The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.

F. Communications.

As permitted by applicable law, when you communicate with us electronically, such as via email and/or text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

G. Investigations; Cooperation with Law Enforcement; Termination; Survival.

TeroAI reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by TeroAI in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to TeroAI under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from TeroAI, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to TeroAI in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

H. Assignment.

TeroAI may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of TeroAI.

I. No Waiver.

Except as expressly set forth in these Terms or any Additional Terms: (i) no failure or delay by you or TeroAI in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy; and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict TeroAI's right to amend these Terms or any Additional Terms as otherwise permitted in those agreements.

J. Connectivity.

You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them. If you're unsure what those charges may be, you should ask your service provider before using the Service.