ZEANTA TERMS OF SERVICE
Last Revised: February 20, 2024

Welcome to the Terms of Service (these “Terms”) for Zeanta, a product of Altquid, Inc. (“Altquid,” “we,” “us,” or the “Company”). These Terms govern your access to and use of: (1) our websites, applications, or other online services that link to or reference these Terms, including any content, tools, features, and functionality offered on or through them (collectively, the “Services”).

Please read these Terms carefully. By accessing or using the Services, you agree to be bound by these Terms. If you do not understand or agree to these Terms, do not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you are using the Services on behalf of a company or other entity, “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind it to these Terms, and (b) you agree to these Terms on the entity’s behalf.

IMPORTANT NOTICE: SECTION 9 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE SERVICES OR THESE TERMS THROUGH BINDING INDIVIDUAL ARBITRATION, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS OR REPRESENTATIVE ACTIONS. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND CLASS ACTION WAIVER AS EXPLAINED IN SECTION 9.

1. The Services

1.1 Input and Output
As part of the Services, you may provide, submit, or upload information and materials (“Input”) for processing by Zeanta’s artificial intelligence tools and functionalities, which generate responses based on your Input (“Output”). Any such Input will be deemed “Your Content” under these Terms.

• You must not direct the Services to generate any Output in violation of law or any third-party intellectual property or contractual rights.

• By submitting Input, you represent and warrant that you have all necessary rights, licenses, consents, and permissions to do so and to allow Altquid to process and use such Input in connection with the Services.

• You may not publish any Output generated by the Services without clearly citing Zeanta as the source or misrepresenting that the Output was generated by a person rather than by an AI.

1.2 Eligibility

• You must be at least 13 years old to use the Services. If you are under the age of majority in your jurisdiction but at least 13, your parent or guardian must accept these Terms on your behalf.

• Children under 13 are not permitted to use the Services.

• By using the Services, you represent and warrant that you meet these eligibility requirements.

2. User Accounts, Subscriptions, and Free Trials

2.1 Creating and Safeguarding Your Account

• Certain Services may require you to create an account or link an existing account (e.g., Apple, Google) (an “Account”).

• You agree to provide accurate and complete information when creating your Account and to keep this information updated.

• You are responsible for maintaining the confidentiality of your Account credentials.

• You must notify us immediately at contact@zeanta.com if you suspect unauthorized use of your Account or access to your password.

2.2 Paid Services

• Some aspects of the Services may be offered for a fee (“Paid Services”). By subscribing to any Paid Services, you agree to pay all applicable fees in U.S. Dollars, plus any taxes.

• You authorize Altquid (and any payment processor we engage) to charge your payment method.

• We may change our subscription plans or adjust pricing at any time, and we will use reasonable efforts to notify you of such changes.

• All payments are due in accordance with the payment terms in effect at the time of purchase, and payment must be received in full before your subscription or Paid Services will be activated.

2.3 Subscription Renewals and Cancellations

• If you purchase a recurring subscription, it will automatically renew at the stated interval (e.g., monthly or annually) and at the then-current rates.

• To avoid further charges, you must cancel your subscription before it renews by following the instructions in your Account settings or by emailing contact@zeanta.com.

• Cancellation takes effect at the end of your current billing cycle.

2.4 No Subscription Refunds

• Except as otherwise stated in these Terms, all subscription fees are nonrefundable.

• If you cancel, you will continue to have access to the Paid Services until the end of the current billing period.

3. Orders for Products and/or Services

3.1 Payment

• The Services may allow you to purchase products or services (collectively, “Offerings”).

• You represent that any payment information you submit is valid, accurate, and you are authorized to use it.

• Altquid may refuse or cancel orders at any time, for any reason. If you are billed and your order is subsequently canceled, we will issue a refund.

3.2 Promotional Codes

• We may offer promotional or discount codes (“Promotional Codes”).

• Promotional Codes must be used lawfully, for their intended audience, and in accordance with any stated terms.

• Promotional Codes are not redeemable for cash, are nontransferable unless otherwise stated, and may be disabled by us at any time.

3.3 Changes and Pricing

• Altquid may revise pricing, availability, specifications, or features of any Offerings at any time.

• We strive for accuracy but do not guarantee that Offerings descriptions or pricing are error-free.

• We reserve the right to correct errors and to cancel any orders placed at an incorrect price.

3.4 Order Acceptance; Shipment

• After you place an order, you may receive an order confirmation. This does not constitute acceptance of your order. We may accept or decline your order for any reason.

• If an order is partially shipped, you will only be charged for the shipped portion.

• Risk of loss passes to you upon delivery of the ordered items to the carrier.

3.5 Manufacturer’s Warranty and Disclaimers

• Some Offerings may be provided by third parties (“Third-Party Offerings”).

• Altquid does not provide warranties for Third-Party Offerings and is not responsible for them. Warranty claims, if any, are between you and the applicable third-party provider.

3.6 No Delivery to Children

• You must not provide the personal information of children under 13 for shipping or delivery.

4. Privacy Policy

4.1 Our Privacy Policy

• Our [Privacy Policy] explains how we collect, use, and share your information. By using the Services, you agree to the terms of our Privacy Policy.

• If you have questions about how we handle personal information, please contact us at contact@zeanta.com.

5. Rights We Grant You

5.1 Right to Use the Services

• Subject to these Terms, we grant you a personal, non-commercial, non-transferable, non-assignable, and non-sublicensable license to access and use the Services.

• This license is for the sole purpose of enabling you to use the Services as provided by Altquid, in accordance with these Terms.

5.2 Restrictions on Use
You agree not to:

1. Copy, modify, distribute, transmit, display, perform, reproduce, publish, license, or create derivative works from any part of the Services, except as expressly permitted.

2. Reverse engineer, decompile, or decode any part of the Services.

3. Use any trademark, service mark, or other proprietary content appearing in the Services without our prior written consent.

4. Use automation software (e.g., bots) or other unauthorized means to access or use the Services.

5. Exploit the Services for commercial purposes not explicitly permitted by these Terms.

6. Interfere with or disrupt the Services or servers/networks used by the Services.

7. Circumvent any content protection measures or security features of the Services.

8. Use any robot, spider, scraper, or other automated means to extract data from the Services, except as expressly permitted in writing.

9. Upload or introduce any malware, viruses, or harmful code to the Services.

10. Post or transmit any content that is unlawful, harassing, hateful, abusive, obscene, or otherwise objectionable.

11. Violate any applicable law or regulation in connection with your use of the Services.

5.3 Use of the App (if applicable)

• You are responsible for any device, data plan, or other equipment needed to use any mobile app provided as part of the Services (the “App”).

• We do not guarantee compatibility of the App with any specific device or service plan.

5.4 Mobile Software from the Apple App Store

• If you download the App from the Apple App Store, you acknowledge that these Terms are between you and Altquid, not Apple.

• Your use of the App must comply with the App Store Terms of Service.

• Apple is not responsible for the App or any maintenance or support for it.

• In the event of any failure of the App to meet an applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any). Beyond that, Apple has no other warranty obligations.

• You acknowledge that Apple is not responsible for handling any claims relating to the App or your use of it.

5.5 Beta Offerings

• We may release features, products, or services that are in “beta” (“Beta Offerings”).

• Beta Offerings may be incomplete or contain errors. Your use of Beta Offerings is at your own risk.

• We may modify or discontinue Beta Offerings at any time.

6. Ownership and Content

6.1 Ownership of the Services

• The Services, including all related intellectual property rights, are owned by Altquid or its licensors.

• We reserve all rights not expressly granted in these Terms.

6.2 Trademarks

• “Altquid,” “Zeanta,” and all associated logos, marks, or designs are trademarks or trade dress of Altquid or its affiliates.

• You may not use such marks without our express written permission.

6.3 Feedback

• We welcome your feedback, comments, and suggestions (“Feedback”).

• By providing Feedback, you grant Altquid the right to use such Feedback without restriction or compensation to you.

6.4 Your Content

• By posting, uploading, or submitting content (including Input) (“Your Content”) to the Services, you represent that you have all necessary rights to do so.

• You grant Altquid a worldwide, royalty-free, sub-licensable, transferable, irrevocable license to host, store, reproduce, modify, create derivative works of, distribute, and display Your Content for the purpose of providing, improving, and promoting the Services.

• You acknowledge that due to the nature of AI-generated content, similar or identical Output may be generated for other users based on similar Input, and that does not violate your rights.

• Altquid may remove or modify Your Content at any time for any reason.

6.5 Notice of Infringement – DMCA (Copyright) Policy

• If you believe content on the Services infringes your copyright, please send a notice to contact@zeanta.com with the following:

1. Identification of the copyrighted work claimed to be infringed.

2. Identification of the allegedly infringing material and its location on the Services.

3. Your contact information.

4. A statement of your good faith belief that the use is not authorized.

5. A statement under penalty of perjury of the accuracy of your notice and that you’re the owner or are authorized to act on behalf of the owner.

6. Your electronic or physical signature.

• If we receive a valid DMCA notice, we will act expeditiously to remove or disable access to the infringing content.

7. Third-Party Services and Materials

7.1 Third-Party Materials

• The Services may display or link to content, information, websites, or services provided by third parties (“Third-Party Materials”).

• We do not control, endorse, or assume any responsibility for Third-Party Materials.

8. Disclaimers, Limitations of Liability, and Indemnification

8.1 Disclaimers

• THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, ALTQUID AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, THE “ALTQUID ENTITIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

• WE DO NOT GUARANTEE THE ACCURACY, RELIABILITY, AVAILABILITY, OR TIMELINESS OF THE SERVICES OR THAT THEY WILL BE ERROR-FREE OR UNINTERRUPTED.

• YOU ACKNOWLEDGE THAT AI-GENERATED OUTPUT MAY CONTAIN ERRORS OR INCOMPLETE INFORMATION, AND SHOULD NOT BE RELIED UPON AS PROFESSIONAL OR LEGAL ADVICE.

8.2 Limitations of Liability

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ALTQUID ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR USE.

• IN NO EVENT WILL THE ALTQUID ENTITIES’ TOTAL LIABILITY EXCEED (A) ONE HUNDRED U.S. DOLLARS (US $100) OR (B) THE AMOUNT YOU PAID ALTQUID IN THE PAST SIX MONTHS FOR THE SERVICES AT ISSUE, WHICHEVER IS GREATER.

8.3 Indemnification

• You agree to defend, indemnify, and hold harmless the Altquid Entities from any claims, damages, or liabilities (including attorneys’ fees) arising from:

1. Your breach of these Terms;

2. Your violation of any law or third-party right;

3. Your Content or misuse of the Services.

9. Arbitration and Class Action Waiver

9.1 Informal Dispute Resolution

• Before initiating any legal or arbitration proceeding, you agree to make a good-faith effort to resolve the dispute informally by contacting us at contact@zeanta.com and providing a brief description of the dispute and your contact information. We will have 30 days to attempt to resolve the dispute before further action.

9.2 Agreement to Arbitrate

• Except for certain small claims or intellectual property disputes described below, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services will be settled by binding individual arbitration administered by a reputable arbitration provider.

• By agreeing to these Terms, you and Altquid waive the right to a trial by jury or to participate in a class action.

9.3 Exceptions
You or Altquid may bring claims:

1. In small claims court if they qualify.

2. Seeking injunctive relief (including public injunctive relief).

3. Relating to the infringement or misappropriation of intellectual property rights.

9.4 Costs of Arbitration

• The allocation of fees and costs will be governed by the arbitration provider’s rules, except that if you demonstrate that arbitration costs are prohibitive, Altquid will pay the necessary fees to ensure arbitration is not cost-prohibitive (subject to reimbursement if the claim is found frivolous).

9.5 Opt-Out

• You may opt-out of arbitration by emailing contact@zeanta.com within 30 days of first accepting these Terms, stating your intent to opt out of the arbitration provisions.

• If you do so, neither you nor Altquid can force the other to arbitrate.

9.6 Class Action Waiver

• YOU AND ALTQUID AGREE THAT ANY CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

• If a claim is found not subject to arbitration, this class action waiver will continue to apply in court.

10. Additional Provisions

10.1 SMS Messaging and Phone Calls

• The Services may allow communications via telephone or text messages. By providing your phone number, you consent to receive such communications. Standard carrier and data rates may apply.

• You can opt out of receiving text messages at any time, but doing so may affect your use of certain features of the Services.

10.2 Updating These Terms

• We may modify these Terms from time to time, and we will update the “Last Revised” date at the top of this page when we do.

• If changes are material, we will use reasonable efforts to notify you (e.g., via email or a notice on our website), but it is your responsibility to review these Terms periodically.

• Any updated Terms will be effective when posted (or a later date specified in the updated Terms). Your continued use of the Services after any update constitutes acceptance of those changes.

10.3 Termination

• If you breach these Terms, any license granted to you hereunder will terminate automatically.

• We may suspend or delete your Account or use of the Services at any time, with or without notice.

• Upon termination, we may delete or keep Your Content at our discretion. Provisions that by their nature should survive will remain in effect.

10.4 Injunctive Relief

• You agree that a breach of these Terms may cause irreparable harm to Altquid and that monetary damages may be inadequate. Altquid is entitled to seek injunctive or equitable relief without the posting of a bond.

10.5 Export Laws

• You agree to comply with all applicable export and trade regulations when using the Services, including restrictions on destinations, end users, and end use.

10.6 Miscellaneous

• If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions remain in full force.

• These Terms are governed by the laws of the State of California, excluding its conflict of law principles. If the arbitration agreement does not apply, you agree to submit to the personal jurisdiction of the state and federal courts in San Francisco, California.

• The failure of either party to enforce any right or provision of these Terms does not constitute a waiver of such right or provision.

• You may not assign or transfer these Terms or your rights under them without our prior written consent. Altquid may freely assign these Terms.

11. How to Contact Us

If you have any questions about these Terms or wish to contact us for any reason, please email us at:

contact@zeanta.com

Thank you for using Zeanta! We hope you find the Services helpful and informative. By continuing to use Zeanta, you acknowledge that you have read, understood, and agree to these Terms.