WELCOME TO YOU.COM

We have updated our Terms of Service.

Because we value our users, we want to notify you that we have changed the terms and conditions governing use of our websites and mobile apps. With these updates, users will be better able to understand, among other things, our Services, your rights and responsibilities, and how disputes are to be handled. These updated Terms of Service are effective as of the Effective Date listed below. By continuing to use our websites and/or mobile apps after the Effective Date, you are confirming that you have read and accepted these updated Terms of Service.

     Effective August 27, 2024

SuSea, Inc., d/b/a you.com ("SuSea," "we," "us," or "our") provides services and related content to you through our website(s) located at https://you.com (the "Site"), and our mobile applications ("Mobile Apps"). The Site, Mobile Apps and any associated or related software and websites, including any updated or new features, functionality and technology, are collectively, the "Services". All access and use of the Services is subject to these terms and conditions and our Acceptable Use Policy (“AUP”) (as they may be amended from time to time, the "Terms of Service" or “Terms”). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept these Terms of Service, you must not use the Services. Your acceptance of these Terms of Service forms a legally binding contract between you and us (“Agreement”).

In order to enter into this Agreement, you must at least 18 years old, or have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representation and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it. IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the link https://you.com/terms on the Site. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you may not access, browse, or use (or continue to access, browse, or use) the Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS; AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy: For more information please see our Privacy Policy, located at https://you.com/legal/privacy (the "Privacy Policy"). The Privacy Policy describes how we may collect and use personal information. By using the Services, you consent to our collection, use and disclosure of personal data and other data as outlined in the Privacy Policy.

1.0 Registration and Account Creation. To access our Services, we may ask you to register for an account (“Account”). If you register for an Account, you agree to provide correct, current, and complete Account information and allow us to use it to communicate with you about our Services. Our communications to you using your Account information will satisfy any requirements for legal notices. You may not share your Account information or credentials with anyone else. You also may not make your Account available to anyone else. You are responsible for all activity occurring under your Account, and you agree to notify us immediately if you become aware of any unauthorized access to your Account by sending an email to [email protected]

2.0 Conditions on Use of Our Services.

2.1 Access. Subject to your compliance with these Terms of Service, you may access and use our Services. You represent and warrant that you: (a) have the authority to enter into this Agreement; (b) will use the Services in compliance with applicable laws; and (c) have obtained and will maintain all necessary consents, permissions and intellectual property rights to use and provide the Prompts (as hereinafter defined).

2.2 Software. Our Services may allow you to access and download software, such as mobile applications. We may offer manual or automatic updates to such software without advance notice to you. Our software may include open source software that is governed by its publicly available licenses that we will make available.

2.3 Compliance. We are based in the United States and the Services are provided from the United States. We make no representation or warranty that the Services or any content is appropriate or available for use in other locations. You agree to comply with all laws applicable to your use of the Services, and any other documentation, guidelines, or policies or supplemental terms we may post on the Services. You agree to comply with applicable data protection laws if You use Personal Data as part of your Prompts. You agree that you will not abuse, harm, interfere with, or disrupt our Services, including, for example, by introducing viruses or malware, spamming, launching or facilitating the launch of a denial of service attack, or bypassing any of our systems or protective measures.

2.4 Prohibited Conduct. You agree that you will not, and will not allow or assist anyone else to, use the Services for any illegal, unauthorized, malicious or harmful activities (“Prohibited Conduct”). Prohibited Conduct includes, but is not limited to:

1. using the Services to obtain unauthorized access to any system or information, or to deceive any person;
2. using the Services to infringe, misappropriate, or violate the intellectual property or other legal rights (including the rights of publicity or privacy) of another person;
3. modifying, copying, sublicensing, leasing, selling or otherwise distributing any of our Services;
4. reverse engineering, decompiling or attempting to discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law);
5. automatically or programmatically extracting data or Output (defined below);
6. representing that Output was human-generated when it was not;
7. interfering with or disrupting our Services, including circumvent any rate limits or restrictions or bypassing any protective measures or safety mitigations we put on our Services;
8. developing any products or services that compete with our Services, including the development or training of any artificial intelligence, machine learning algorithms or large language models;
9. using the Services in any manner that violates any applicable law or regulation—including, without limitation, any laws about exporting data or software to and from the United States or other countries;
10. crawling, scraping, or otherwise harvesting data or information from our Services other than as may be expressly permitted under these Terms of Service;
11. using, storing, transmitting or disseminating data that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
12. performing any vulnerability, penetration or similar testing of our Services, except that you may report a security vulnerability as described at https://home.you.com/support/where-can-i-report-a-security-vulnerability;
13. interfering with, or circumventing or bypassing mechanisms in the Services intended to ensure the security of the Services;
14. engaging in any activities that could compromise the security, or functioning of the Services or Third Party Services;
15. engaging in any activities designed to gain unauthorized access to files, content or data that you are not entitled to access;
16. except when you are accessing our Services via a you.com API key or where we otherwise explicitly permit it, to access the Services through automated or non-human means, whether through a bot, script, or otherwise; or
17. engaging in any other conduct that restricts or inhibits any person from using or enjoying our Services, or that we reasonably believe exposes us—or any of our users, affiliates, or any other third party—to any liability, damages, or detriment of any type, including reputational harm.

2.5 Beta, Evaluation and/or Limited Release Services.  We may make available Services that are not yet generally available for a limited time for beta or evaluation purposes. Any use of such Services are for your personal, non-commercial use only and at your sole risk and expense. You may need to accept additional terms to use certain Services. These additional terms will supplement our Terms of Service for those Services and may change your rights or obligations for those Services, including your obligations to pay fees.

2.6 Third Party Services and Content. Our Services may use, or be used in connection with, third-party products, software, content, services, or integrations, and some parts of our Services (“Third Party Services”), may include output from those third parties (“Third Party Output”). In addition, the Services may contain advertisements, content and/or links from or to third party websites, services, resources, and applications (collectively, “Third Party Sites”). We do not control or accept responsibility for any loss or damage that may arise from your use of any Third Party Services, Third Party Output or Third Party Sites (collectively, the “Linked Content”). Your use of any Linked Content is at your own risk and subject to any terms, conditions, or policies (including privacy and usage policies) applicable to such Linked Content. We have no control over and are not responsible for the Linked Content, including for the accuracy, availability, reliability, or completeness of Third Party Output, or on the privacy practices of Third-Party Services and Third Party Sites. We encourage you to review the privacy and usage policies of the third parties providing Third Party Services and Linked Content prior to using such services. The integration or inclusion of such Third Party Services does not imply our endorsement or recommendation. By using the Services, you release and hold us harmless from any and all liability arising from your use of Linked Content.

2.7 Modifications to the Services. You acknowledge that we may modify or change our Services.  We may sometimes add or remove features, increase or decrease capacity limits, offer enhancements or new Services, or stop offering certain Services. Some features and/or functions of the Services that interoperate with third parties such as models and messaging apps depend on the continuing availability of such third parties’ respective APIs and programs for use with the Services.  If any such third party ceases to make their respective API or programs available on reasonable terms for the Services, as determined by us in our sole discretion, such cessation shall be deemed a form of force majeure, and we may cease providing such features and/or functionality. Unless we specifically agree otherwise in a separate agreement with you, we reserve the right to modify, suspend, or discontinue the Services or your access to the Services, in whole or in part, at any time without notice to you. You agree that We are not obligated to maintain or provide prior features, functionalities or Services following modifications, unless otherwise stated by us. Although we will use commercially reasonable efforts to provide you with reasonable advance notice if we suspend or discontinue a Service or a feature or function, there may be urgent situations—such as preventing abuse, responding to legal requirements, or addressing security and operability issues—where providing advance notice is not feasible. We will not be liable for any change to, or any suspension or discontinuation of, the Services or your access to them.

3.0 Fees, Payment and Subscriptions.

3.1 Fees and billing. You may be required to pay us fees to access or use our Services or certain features of our Services. You are responsible for paying any applicable fees listed for the Services. If you purchase access to our Services or features of our Services, you must provide complete and accurate billing information (“Payment Method”). You agree that we may charge the Payment Method for any applicable fees listed on our Services and any applicable tax. If the fees for these Services or features are specified to be recurring or based on usage, you agree that we may charge these fees and applicable taxes to the Payment Method on a periodic basis. You agree that we will not be held liable for any errors caused by third-party payment processors used to process fees paid by you to us. Except as expressly provided in these Terms or where required by law, all payments are non-refundable. Please check your order carefully before confirming it, and see below for additional information about recurring charges for our subscriptions.

3.2 Additional fees. We may increase fees for our Services. If we charge additional fees in connection with our Services, we will give you an opportunity to review and accept the additional fees before you are charged. Also, additional fees may apply for additional Services or features of the Services that we may make available. If you do not accept any such additional fees, we may discontinue your access to the Services or features.

3.3 Subscriptions. Certain subscription services we may make available require you to sign up for a monthly or annual plan (a “Subscription”), first by creating an Account, and then following the subscription procedure on our Services. When you sign up for a Subscription, you agree to these Terms.

1. Subscription content, features, and services. The content, features, and other services provided as part of your Subscription may change from time to time. We do not guarantee that any particular piece of content, feature, or other service will always be available through the Services.
2. Subscription term and automatic renewal. If you sign up for a paid Subscription, we will automatically charge your Payment Method on each monthly or annual renewal date until you cancel. Your Subscription will automatically renew, and your Payment Method will be charged, at the end of each monthly or annual renewal date, depending on the Subscription plan you choose, and will continue to renew and incur charges for every additional month or year, as applicable, until you cancel.
3. Subscription cancellation. You may cancel your Subscription for any reason by using a method we may provide to you through our products—or by notifying us at [email protected]. If you wish to  avoid renewal and additional charges, you must cancel your Subscription at least 24 hours before the last day of the of your monthly or annual renewal date . For example, if you subscribe for a monthly plan on January 25th , you must cancel the Subscription by February 23rd of the next month (24 hours before February 25th), to avoid renewal and charges for the next month. If you subscribe for an annual plan on January 25th , you must cancel the Subscription by January 23rd of the next year (24 hours before January 24th), to avoid renewal and charges for the next year. In the event of a cancellation, your fees will not be refunded, except where required by law, but your access to the Services will continue through the last day of the month or year for which you previously paid fees. The terms of this section do not override any mandatory local laws regarding your cancellation rights.
4. Subscription fees. You will pay the Subscription fees up front, at the start of the month or year of your chosen plan, as applicable. We have the right to make changes to the fees applicable to your Subscription from time to time, although we will not make any change to the fees retroactively. If these changes result in an increase in the fees payable by you, we will inform you at least 14 days in advance of the change. You agree to the increase in fees payable by you unless you cancel the Subscription, as described in the paragraph (Subscription cancellation) immediately above, before the increase in fees will apply.

4.0 Intellectual Property.

4.1 Prompts, Output and Content. You may be allowed to submit text, documents, or other materials to our Services for processing (“Prompts”). Our Services may generate responses based on your Prompts (“Outputs”). Prompts and Outputs are collectively “Content.” By submitting Prompts to our Services, you represent and warrant that: (a) you have all rights, licenses, and permissions that are necessary for us to process the Prompts; (b) the Prompts will not violate these Terms of Service, our Acceptable Use Policy, or any applicable laws or regulations; and (c) you will not include in any Prompts (or disclose, send or transmit to you.com), or upload any sensitive, personally identifiable information that is subject to specific regulations or laws that impose increased protections and/or obligations with respect to handling that type of information (including, but not limited to, financial, health, social security numbers or other government identification numbers, ethnicity, sexual orientation and political affiliations), such as HIPPA or GLBA, or under international regulations such as GDPR, or any other information where unauthorized disclosure could cause material or severe harm or impact to You.com or third parties (“Restricted Data”).

4.2 Your Rights in Content. As between you and SuSea, and to the extent permitted by applicable law, you retain your ownership rights in the Prompts. Subject to your compliance with these Terms of Service, we assign to you all of our right, title, and interest, if any, in and to Outputs. You acknowledge and agree that due to the nature of our Services and artificial intelligence generally, your Outputs may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any Third Party Output. 

4.3 Disclaimer on Outputs. Artificial intelligence and large language models are rapidly evolving technologies. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. However, use of our Services may      result in Outputs that do not accurately reflect correct, current, or complete information, or real people, places, or facts. Therefore, when you use our Services you understand, acknowledge and agree that:

1. Output may not always be accurate and may contain false or misleading information or material inaccuracies even if they appear accurate because of their level of detail or specificity.
2. You should not rely on Outputs from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
3. You should independently confirm the accuracy or Outputs.
4. You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Outputs from the Services.
5. You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them without independent verification of the accuracy of such Output, and you must ensure that your use is in compliance with applicable laws and regulations. 
6. The Services may provide incomplete, incorrect, or offensive Output that is inconsistent with our views.
7. If third party products or services are mentioned in Output, it doesn’t mean we endorse such products or services or the third party endorses or is affiliated with us. 

4.4 Feedback. We appreciate your ideas and suggestions for improving our Services, or rating an Output in response to a Prompt (“Feedback”). You are under no obligation to give us Feedback, but if you do, you agree that we may use the Feedback however we choose without restriction and without any obligation or other payment to you.

4.5 Our Use of Content. You agree that we may use Content to: (a) provide, maintain, train and improve the Services; (b) develop other products and services; (c) comply with applicable law, enforce our terms and policies; (d) respond to claims that any Content violates the rights of third parties; or (e) protect the rights, property, or personal safety of SuSea, its users, or the public. You understand that the technical processing and transmission of the Services, including Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

4.6 Our Rights in the Services. The Services are owned, operated, and provided by us and our affiliates, licensors, distributors, and service providers (collectively “Providers”). We and our Providers retain all of our respective rights, title, and interest, including intellectual property rights, in and to the Services. Other than the rights of access and use expressly granted in these Terms of Service, no right, title, or interest in or to the Services is granted, whether by implication, estoppel or otherwise.

5.0 Indemnification. To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless SuSea, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the "SuSea Parties"), from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind (“Claim”), and personal injury (including death) arising out of or relating to: (a) your use of, and access to, the Services, including any Content you upload, transmit or receive); (b) your violation of the AUP or these Terms of Service (including but not limited to Restricted Data); (c) your violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights; (d) your violation of any law, rule, or regulation; (e) any Prompts that are submitted from your Account, including third party access with your unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information; (f) your use of Linked Content; or (g) your willful misconduct or negligence. SuSea will provide you notice of any such Claim. SuSea reserves the right to assume the exclusive defense and control of any Claim, and you agree to provide reasonable assistance and cooperation with any requests from SuSea in the defense of such matter. You may not settle or compromise any Claim against the SuSea Parties without SuSea's prior written consent.

6.0 Warranty Disclaimer. THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES AND MATERIALS IS SOLELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PROVIDERS DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, THE PROVIDERS DO NOT WARRANT THAT: (A) ANY OUTPUT  IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

7.0 Limitations of Liability.

7.1 Types of Damages. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL THE SUSEA PARTIES, AND THEIR RESPECTIVE SUCCESSORS OR ASSIGNS BE LIABLE FOR: (A) MORE THAN THE AMOUNT YOU PAID FOR ACCESS TO OR USE OF THE SERVICES (IF ANY), IN THE SIX MONTHS PRECEDING THE DATE SUCH DAMAGES, LOSSES, AND CAUSES OF ACTION FIRST AROSE OR ONE HUNDRED US DOLLARS (US$100.00), WHICHEVER IS GREATER; AND (B) ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, PUNITIVE OR OTHER DAMAGES. THE FOREGOING LIMITATIONS: (X) ARE ESSENTIAL TO THESE TERMS OF SERVICE, AND WE WOULD NOT OFFER THE SERVICES TO YOU WITHOUT THESE LIMITATIONS; AND (Y) SHALL APPLY  WHETHER AN ACTION IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE SUSEA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND EVEN IF THE DAMAGES ARE FORESEEABLE.

7.2 Exceptions. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE DISCLAIMER IN SECTION 6.0 AND SOME OF THE LIMITATIONS SET FORTH IN THIS SECTION 7.0 MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

8.0 Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

8.1 Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and SuSea, or any Provider, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Services, any advertising or marketing, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and SuSea are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

8.2 Prohibition of Class and Representative Actions and Non-Individualized Relief.

YOU AND SUSEA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SUSEA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

8.3 Pre-Arbitration Dispute Resolution. SuSea is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to us should be sent to:

SuSea, Inc.
228 Hamilton Ave, Floor 3
Palo Alto, CA 94301 USA ("Notice Address").

The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If SuSea and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or SuSea may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by SuSea or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or SuSea is entitled.

8.4 Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless SuSea and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, SuSea agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

8.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either SuSea or you under the AAA Rules, SuSea and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, SuSea will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, SuSea will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

8.6 Confidentiality and Severability . All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the Section 8.2 above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Section 9.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

8.7 Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms of Service to the contrary, SuSea agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user/subscriber of the Services, you may reject any such change by sending SuSea written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

9.0 Termination. You may stop accessing or using the Services at any time. We may suspend or terminate your access to the Services (including any Subscriptions) at any time without notice to you if we believe that you have breached these Terms of Service or the AUP, or if we reasonably believe suspension or termination is necessary in order to comply with applicable laws. If we terminate your access to the Services due to a violation of these Terms of Service or the AUP, and you have a Subscription, you will not be entitled to any refund. In addition, if you have a Subscription, we may terminate the Subscription at any time for any other reason. If we exercise this right, we will refund you, on a pro rata basis, the fees you paid for the unused remaining portion of your Subscription after termination. We may also terminate your Account if you have been inactive for over twelve (12) months and you do not have a paid Account. If we terminate your Account due to inactivity, we will use commercially reasonable efforts to provide you with notice before termination. Upon termination of this Agreement, a Subscription, or your access to the Services, we may at our option delete any Content or other data associated with your Account.

10.0 Miscellaneous.

10.1 Entire agreement. This Agreement and any other terms expressly incorporated by reference form the entire agreement between you and us regarding the subject matter of our Terms of Service. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.

10.2 Supplemental terms. We may offer Services or features that we believe require service-specific terms or guidelines. When using our Services, you agree to comply with any applicable guidelines, rules, or supplemental terms that may be posted on the Services from time to time (“Supplemental Terms”). If these Terms of Service conflict with Supplemental Terms, the Supplemental Terms will govern for the applicable Service.

10.3 Severability. If a particular clause or portion of these Terms  of Service is not valid or enforceable, this will have no effect on any of other clauses.

10.4 No waiver. Our failure to enforce a provision is not a waiver of our right to do so later. Except as provided in the dispute resolution section above, if any portion of these Terms of Services is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

10.5 Assignment. You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms of Service to any affiliate, subsidiary, or successor in interest of any business associated with our Services. We may subcontract the performance of any obligations associated with, or necessary for, the Services as long as we remain responsible for such obligations.

10.6 Publicity. You may not, without our prior written permission, use our name, logos, tradenames, service marks or other trademarks in connection with products or services other than the Services, or in any other way that implies our affiliation, endorsement, or sponsorship. If you are a company or other legal entity, you agree that we may use your name and logo to identify you as a customer, and mention you in our financing and investor materials.

10.7 Export Compliance. Our Services may not be used for any end use prohibited by applicable trade laws, and your Prompts may not include material or information that requires a government license for release or export. You may not export or provide access to the Services into any U.S. embargoed countries or to anyone on: (a) the U.S. Treasury Department’s list of Specially Designated Nationals; (b) any other restricted party lists identified by the Office of Foreign Asset Control; (c) the U.S. Department of Commerce Denied Persons List or Entity List; or (d) any other restricted party lists. You represent and warrant that you and anyone accessing or using the Services on your behalf, or using your Account credentials, are not such persons or entities and are not located in any such country.

10.8 Legal Compliance. We may comply with governmental, court, and law enforcement requests or requirements relating to provision or use of the Services, or to information provided to or collected under our Terms of Service. We reserve the right, at our sole discretion, to report information from or about you, including but not limited to Prompts or Outputs, to law enforcement.

10.9 U.S. Government Use. The Services were developed solely at private expense and are commercial computer software and commercial computer software documentation within the meaning of FAR 12.212 and DFARS 227.7202. Accordingly, U.S. Government users of the Services will have only those rights that are granted to all other end users of the Services pursuant to these Terms of Service.

10.10 Equitable relief. You agree that: (a) no adequate remedy exists at law if you breach Section 3 (Conditions on Use of Our Services); (b) it would be difficult to determine the damages resulting from such breach, and any such breach would cause irreparable harm; and (c) a grant of injunctive relief provides the best remedy for any such breach. You waive any opposition to such injunctive relief, as well as any demand that we prove actual damage or post a bond or other security in connection with such injunctive relief.

10.11 Force Majeure. You agree we will not be liable to you for any delay or failure to perform any obligation under these Terms of Service if the delay or failure is due to events which are beyond our reasonable control, including, but not limited to acts of God, fire, terrorism, labor stoppage, internet service provider failures or delays, civil unrest, war or military hostilities, criminal acts of third parties, perils of the air, public enemies, public authorities acting with actual or apparent authority, authority of law, local disputes, civil commotion, hazards incident to a state of war, unusual or extreme local or national weather conditions, strikes or anticipated strikes (of any entity, including, but not limited to, other vendors or suppliers), unavailability of materials or supplies, disruption or failure of communication and information systems (including, but not limited to, SuSea systems), natural disasters (earthquakes, floods and hurricanes are examples of natural disasters), conditions that present an unreasonable danger to personnel, and accidents.

10.12 Governing Law This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of California, USA  without giving effect to conflict of law principles. We agree that any disputes arising out of or relating to these Terms of Service will be resolved exclusively in the state or federal courts located in the City and County San Francisco, California, and you and SuSea submit to the personal and exclusive jurisdiction of those courts. By accessing or using the Services, you waive any claims that may arise under the laws of other jurisdictions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.