Graphlan, Inc. Terms of Use

The Site and related products and services provide users with an "intelligent" virtual assistant who can answer questions, automate workflows, schedule meetings, and manage other administrative tasks in the workplace (collectively, "Services"). This terms of use agreement (the "Agreement") forms a binding agreement between you and us regarding the use of our Services.

By clicking on the "I AGREE" button, completing the registration process, and/or browsing the Site, (i) you represent and warrant that you are at least eighteen (18) years of age and are authorized to use the Services, including under the laws of any jurisdiction in which you reside and/or by any organization in connection with which you use the Services, and (ii) you agree to be bound by this Agreement.

Visitors

A Visitor may browse the Site in accordance with this Agreement, but will not have access to our core Services without either first becoming a Subscriber or having someone subscribe on his or her behalf.

Subscribers

To start a Subscription, whether on your own behalf or on behalf of multiple individuals, you must (i) provide your email address or a username and select a password or (ii) access the Services through a third-party messaging platform in accordance with Section 1.4 below.

We will refer to your email address or username and your password for the Services, and your username for the third-party messaging platform used to access the Services, if applicable, as your "Credentials."

End Users

If you access the Services as an employee, contractor or agent of a Subscriber, you are a "Subscriber End User." Each Subscriber End User must use his or her own Credentials.

If you access the Services as an employee, contractor, agent, or invitee of a Subscriber, but do not provide Credentials, you are a "Non-Subscriber End User."

Accessing the Services

Certain features and functions of the Services may be accessible through a third-party account, for example, a third-party messaging platform. You may link your account for the Services with your third-party accounts, or a Subscriber or End User may link its account for the Services with its third-party accounts and invite you to interact with the Services via such third-party account.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND WE DISCLAIM ANY AND ALL LIABILITY FOR INFORMATION THAT MAY BE PROVIDED BY SUCH THIRD-PARTY SERVICE PROVIDERS.

Necessary Equipment and Software

You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any third-party fees that you incur when accessing the Services.

User Data

Third-Party Account Data and all other data and information provided by you to or through the Services, and/or otherwise relating to your use of the Services, shall be referred to as "USER DATA". As between us and you, you shall own all USER DATA you provide to or through the Services.

Access

We will use commercially reasonable efforts designed to restrict access to the USER DATA of a Subscriber and its End Users to the other End Users and any Administrators of such Subscriber.

No password-protected system of data storage and retrieval can be made entirely impenetrable and you acknowledge that Site and the Services are not invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities.

Review

The Services are designed to interact with Users and assist with workplace tasks. Except in connection with operating and improving the Services and resolving customer services issues, we do not undertake to review, inspect, edit or monitor any USER DATA.

License

You acknowledge that, subject to the terms of any agreement(s) with third-party service providers of your third-party accounts, we may use, and you hereby grant to us a limited, non-exclusive, transferable, perpetual, irrevocable license to use, reproduce, modify, display, perform, and creative derivative works of any USER DATA.

As a Subscriber, you agree to pay our then-current and applicable subscription fees (as listed on the Site or pursuant to your customer agreement) for the Services, based on the subscription type for which you sign up.

Unless you designate in your Subscription preferences or notify us that you do not want your Subscription to be auto-renewed, you agree that we may automatically renew your Subscription to the Services and automatically charge you the then-current renewal fees for such renewed Subscription using the credit card or other payment mechanism associated with your subscription at the beginning of each recurring period.

Free Trials

If you register on the Site for a free trial, we will make the Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period for which you registered or are registering to use the applicable Service or (ii) the start date of any Services to which you Subscribe.

ANY USER DATA (NOT INCLUDING AGGREGATE DATA) SAVED DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A PAID SUBSCRIPTION OR EXPORT SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.

Non-Payment

You further agree that we may suspend your access to any Services if, at any time, you have not paid all fees that you owe to us. In the event we are unable to collect the fees you owe us, we may take any other steps we deem necessary to collect such fees from you.

Refunds

In the event of termination of a Service, we may provide you with a refund of any pre-paid, but unused fees related to such Service, effective at the beginning of the next month of your Service.

Taxes

The fees set forth herein are net of any applicable sales tax. If any fees for Services under this Agreement are subject to sales tax in any jurisdiction and you have not remitted the applicable sales tax to us, you will be responsible for the payment to the relevant tax authority of such sales tax and any related penalties or interest.

Ownership

You acknowledge and agree that the software, code, proprietary methods and systems used to provide the Site or Services ("Our Technology") are: (i) copyrighted by us and/or our licensors or suppliers under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our suppliers or licensors.

Trademarks

Certain of the names, logos, and other materials displayed on the Site or via the Services constitute trademarks, trade names, service marks or logos ("Marks") of Graphlan or other entities. You are not authorized to use any such Marks.

Third Party Software

Any use of third-party software provided in connection with the Site or Services will be governed by such third parties' licenses and not by this Agreement.

Feedback

Any comments, ideas and/or reports about the Site or Services that you provide to us, whether in written or electronic form ("Feedback"), shall be considered our proprietary and confidential information.

We may, in our sole discretion, upgrade, enhance, change and modify the Services, including by discontinuing a Service or any aspect or feature thereof (collectively, "Modifications"). Any Modifications will be subject to this Agreement, and we will provide notice of adverse and material changes to this Agreement by posting them on our Site.

It is your responsibility to check the Site periodically. Changes to this Agreement, which may be made in our sole discretion, will be effective upon acceptance of this Agreement for new Subscriptions and effective for all existing Users thirty (30) calendar days after the posting of the new Agreement on the Site.

It is our goal to make access to our Site and Services a good experience for all Users. You agree not to, and represent and warrant that you will not (nor will you cause or permit any third party to), reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Services.

1. Conduct or promote any illegal activities while using the Site or Services;
2. Attempt to reverse engineer or jeopardize the correct functioning of the Site or Services;
3. Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
4. Use the Site or Services to stalk, harass or harm another individual;
5. Replicate the Services, in whole or in part, or use the Services to develop or offer a similar or competitive website, application, product or service;
6. Interfere in any way with the proper functioning of the Site or Services;
7. Use any robot, spider, other automatic device, or manual process to extract, "screen scrape," monitor, "mine," or copy any static or dynamic web page on the Site;
8. Use any metatags or other "hidden text" using Graphlan's name or trademarks;
9. Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
10. Mirror or frame the Site, Services or the content contained therein, place pop-up windows over its pages, or otherwise affect the display of its pages.

We have created a privacy policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us. The security of your personal information is important to us.

While there is no such thing as "perfect security" on the Internet, we will use commercially reasonable efforts designed to help ensure the safety of your personal information.

You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion.

YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR USER DATA.

Content from advertisers and other third parties may be made available to you through the Site and/or the Services. Because we do not control such content, you agree that we are not responsible for any such content.

We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, nature or reliability of third-party websites, products or services accessible by hyperlink or otherwise from the Site or Services.

EXCEPT AS WE (IN OUR SOLE DISCRETION) OTHERWISE AGREE UPON IN A SEPARATE WRITTEN AGREEMENT, WE ENDEAVOR TO OFFER THE SERVICES TO ALL OF OUR USERS ON A REASONABLY CONSISTENT BASIS.

WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA OR INFORMATION AND SYSTEM INTEGRATION.

YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES.

IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.

We can only give you the benefits of our Service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This Section informs you of your rights when receiving Communications from us electronically.

For contractual purposes, you (i) consent to receive Communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such Communication would satisfy if it were in writing.

The Services can be accessed from countries around the world. This availability of the Services outside the United States does not imply that we intend to announce such Services in your country. The Services are offered by us from our facilities in the United States of America.

We make no representation that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

You are responsible for compliance with all applicable laws. Except as otherwise provided in Section 16, below, (a) this Agreement and the relationship between you and Graphlan will be governed by the laws of the State of Delaware, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state.

If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

All controversies, disputes, demands, counts, claims, or causes of action between you and Graphlan arising out of, under, or related to this Agreement or our privacy practices shall be settled exclusively through binding arbitration.

Arbitration Process

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA").

Important Notice

You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this Agreement, EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.

Arbitration Rules

You and Graphlan must abide by specific rules including: (i) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions; (ii) the arbitrator's ruling is binding and not merely advisory; (iii) ANY CLAIMS BROUGHT BY YOU OR Graphlan MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Small Claims Court

Notwithstanding the foregoing, either you or Graphlan may bring an individual action in small claims court. In addition, if you are a user outside of the United States, the dispute resolution provision in our Privacy Policy (if any), and not this arbitration provision, shall apply to any disputes related to privacy.

AAA Information

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to support@graphlan.com or as otherwise expressly provided.

Please report any violations of this Agreement to support@graphlan.com.