These Terms of Use (this “Agreement”) constitute a legal agreement between you and Ripl, Inc. (“Ripl”, “we”, “our”, or “us”) stating the terms and conditions that govern your use of the Alkai mobile application (the “Application”), Alkai website application (the "Web App”), our website at www.alkai.ai (together, the “Services”). Please read this Agreement carefully. By using any of the Services, you agree to be bound by and comply with the terms and conditions of this Agreement. You hereby represent and warrant that you are legally able to form a binding contract with us. If you do not agree to these terms and conditions, do not use the Services. We may at our sole discretion change, add, modify, or delete portions of this Agreement from time to time. Please review this Agreement for changes prior to use of the Services. Your continued use of the Services following the posting of changes to this Agreement constitutes your acceptance of any changes. This is an agreement between you and us, and not with Apple, Inc. (“Apple”), or Google, Inc. (“Google”), or others.
1. Provision of Access
We shall make the Services available to you pursuant to this Agreement during your Free Access and Subscription Term, solely for your own internal business purposes. You agree that your purchase of the Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by us with respect to future functionality or features. “Free Access” includes any offering allowing you to access the Services and create free posts without requiring a payment. “Subscription Term” means the then-current Initial Term or Renewal Term of your order for the Services during which you are authorized to use or access the Services pursuant to the terms set forth in this Agreement, unless earlier terminated as set forth in Section 13.
2. Account Registration
You must be at least 13 years old to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services. To access portions of the Services, you may be asked to provide registration details or other information. It is a condition of your use of the Services that all information you provide is complete, current, and accurate. You may not make your access account available to others outside your organization, and you are responsible for all activities that occur using your account. All information you provide to register with the Services or otherwise is governed by our Privacy Policy, and you consent to all actions we takes with respect to your information consistent with our Privacy Policy.
3. Use and Protection of Login Credentials
You are responsible for maintaining the confidentiality of your username and password (“Login Credentials”), if applicable. You are responsible for all uses of your account and Login Credentials, whether or not authorized by you. You agree to notify us immediately of any unauthorized access to or use of your account or Login Credentials or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. Please use caution when accessing your account from a public or shared computer so that others are not able to view or record your Login Credentials or other personal information. We reserve the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
4. Limited License to the Services and Content
Subject to the terms and conditions of this Agreement, we grant you a personal, limited, non-exclusive and non-transferable license to install and use the Services for purposes on any device that you own or control and as permitted by the usage rules set forth in Apple's App Store Terms of Service or Google's Play Store Terms of Service for mobile devices specifically. This license does not allow you to use the Services on any device that you do not own or control, and you may not distribute or make the Services available over a network where it could be used by multiple devices at the same time. This license does not entitle you to receive from us hard-copy documentation, support, telephone assistance, or enhancements or updates to the Services, and Apple and Google have no obligation to furnish any maintenance and support services regarding the Services. The terms of this license will govern any upgrades provided by us that replace or supplement the original Services unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
Subject to the terms and conditions of this Agreement, we grant you a personal, limited, non-exclusive, and non-transferable license to use, publish, distribute, and display the pre-approved backgrounds, imagery, and music provided in the Services for the purposes of creating digital media content through the Services (“Licensed Materials”).
5. Restrictions
You must use the Services in compliance with all applicable laws. You must comply with applicable third-party terms of agreement when using the Services (e.g., your wireless data service agreement). Your right to use the Services will terminate immediately if you violate any provision of this Agreement. Your rights to use the Services are specified in this Agreement and all rights not expressly granted herein are exclusively reserved to us.
When using the Services, you may not:
6. Fees
You shall pay all fees specified in all applicable subscription orders (“Fees”). Except as otherwise specified herein or in any subscription order, all Fees are quoted and payable in United States dollars, payment obligations are non-cancelable, and Fees paid are non-refundable. Fees for the Services are based on subscriptions purchased and not actual usage. For purposes of clarity, the subscription purchased cannot be decreased during a Subscription Term.
Payments of the Fees can be made via third parties, including Apple App Store, Google Play, and our e-commerce platform Stripe. We do not have access to, nor retains any credit card information of, any user of the Services.
7. Our Content
Except for User Content (defined below), all intellectual property rights in and to the content, tools, text, logos, marks, data, audio, video, design, codes, layout, “look and feel”, and other content that is included on the Services (“Our Content”) is owned by us or the applicable third-party intellectual property owners. Except for the rights granted herein with respect to the Licensed Materials, your use of Our Content without prior written consent is strictly prohibited.
8. Ownership and License of User Content
Subject to this Agreement and the functionality of the Services, you may provide, post, input, or submit to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “User Content.” You are responsible for User Content, including for ensuring that it does not violate any applicable law or these Terms.
Any User Content that you submit to us in connection with a contest, sweepstakes, or other promotion (“Promotion”) will be subject to this Agreement unless the applicable terms, conditions, and/or official rules that govern the Promotion expressly state the contrary.
You warrant and represent that you own or otherwise control all of the rights to your User Content as described in these Terms including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the User Content.
We do not claim ownership of any User Content. However, by using the Services, you grant Ripl, its affiliates, and third party partners a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers), and transferable license to use, copy, reproduce, distribute, transmit, edit, prepare derivative works of, publicly display, publicly perform, translate, reformat, and otherwise exercise all rights in and to the User Content in connection with our business, including, without limitation, through the Services, for marketing and advertising purposes, to provide and maintain the Services, and on our merchandise in any media formats and through any media channels now known or hereinafter invented. You also grant each user of the Services a non-exclusive license to access your User Content through the Services.
Specifically, you acknowledge and agree that we use OpenAI or other similar technology in our business and Services. We have received contractual assurances from OpenAI that it does not use any User Content for training its own models. However, we may use User Content to help develop and improve our Services and fine-tune our own model, which is owned by us and is not used to train our models. Artificial intelligence is rapidly evolving, and for the sake of clarity, the foregoing does not govern the situations when you voluntarily upload User Content to public space (e.g., social media or internet) or when you voluntarily use certain AI services, such as OpenAI’s non-API consumer servicers ChatGPT or DALL-E. Third-party AI services may use the data you voluntarily provided them or uploaded to the public space to improve their large language models, subject to their own terms of use.
9. Requirements for User Content
You agree that, whether or not your User Content is published through the Services, we offer no confidentiality or anonymity with respect to User Content. You warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use your User Content as contemplated by the functionality of the Services and in this Agreement. You understand and agree that we may display or distribute User Content along with your social media account. When contributing User Content, you will not:
10. No Obligation to Publish User Content
We may remove or decline to post any User Content at any time, for any reason (or for no reason), without notice and at its sole discretion, including, without limiting the foregoing, if it determines that the User Content is inappropriate or fails to comply with this Agreement. We have no responsibility for the back-up of any of any User Content or any lost data resulting from the use, operation or discontinuation of any aspect of the Services.
11. Third-Party Content
We, in our sole discretion, offer opportunities for our users to contribute User Content through the Services. You understand and agree that User Content is not created by us. You understand that the Services aggregates User Content and other material in the Services, and that the User Content and other material does not necessarily represent the views of us.
We may also make available for your use certain third-party Licensed Materials (e.g. images, music and video) to help you create your digital media content. You agree to abide by any additional third-party use restrictions for such content, including the following: (i) content is for digital use only, originating from us, (ii) content cannot be used for print purposes, (iii) content cannot be used as a trademark for your business, (iv) you may not use the content to portray a person in a way that may be offensive, including: in connection with adult-oriented services or ads for dating services; in connection with the promotion of tobacco products; in connection with political endorsements; with pornographic, defamatory, unlawful, offensive or immoral content; and as suffering from, or being treated for, a physical or mental ailment, and (v) you may only use the content in campaigns and content created on us.
In the case of Promotions, the bestowal of an award or prize by us or our partner(s) does not signify our endorsement of that User Submission.
Through your use of the Services, you may be exposed to User Content or other material that you may find inaccurate, deceptive, offensive, objectionable, or harmful. All User Content and other material are provided for your convenience only, and you assume all associated risks.
12. Third-Party Services
You may be able to link from the Services to third-party websites, software, services or other products that take you outside of the Services (“Third-Party Services”). We have no responsibility for the information, content, products, services, advertising, code or other material, which may be provided through the Third-Party Services. Your interactions with Third-Party Services are subject to their own terms, so please use common sense as you navigate the Web and be aware when you leave the Services.
13. Change or Update to Services; Term; Termination
The “Term” of the Agreement shall be the duration of the then-current Initial Term or Renewal Term(s) of your applicable subscription for the Services. For purposes of clarity, the Term of this Agreement will commence on the effective date specified in your subscription order and will continue until you terminate your subscription to the Services, or we terminate this Agreement pursuant to this Section 13.
The “Initial Term” for each subscription order will commence on the effective date set forth on such subscription order and will continue for the subscription period selected by the user. Unless otherwise set forth on the relevant order, each order will automatically renew after the Initial Term for successive monthly or annual periods (each a “Renewal Term”), as applicable, unless you give us prior written notice of your intent not to renew such subscription at least one (1) day prior to the end of the Initial Term or then-current Renewal Term. We may increase the Fees due under orders for the applicable Renewal Terms (if any) by providing notice to Customer of such increase at the time of renewal.
You are permitted to continue use of the Services from the time of your notice of non-renewal through the end of the then applicable Term. However, we are not obligated to refund to you any prepaid Fees for any Term. We, at our sole discretion, and on a case-by-case base, may opt to refund Fees to its users.
We shall have the right for any reason, in its sole discretion, to terminate, change, suspend or discontinue, temporarily or permanently, any aspect of the Services, including but not limited to content or features, without notice to you. We may also impose limits on certain features and services or restrict your access to parts or all of the Services with or without notice or liability.
From time to time, we may make available updates or upgrades to the Services via software download or other means. Such updates or upgrades may occur automatically without the need for an act on your part, or it may require you to manually download an update or upgrade through the same source from which the Services was originally downloaded. Certain functions of the Services may be modified or discontinued as a result of any such update or upgrade, or may not be available if you have not downloaded all updates and upgrades made available by us or otherwise.
WE DO NOT WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. If your use of this Services results in the need for servicing or replacing property, material, equipment or data, we are not responsible for those costs.
The Services may contain information about us or other products or services. The information in the Services is accurate as of the date the Services is made available to you. Such information about us or other products or services may be updated from time to time, including without limitation, when the Services may be updated or upgraded. You should periodically check whether an updated or upgraded version of the Services is available.
You agree that we may terminate your use of this Services, and/or exercise any other remedy available to it, if we reasonably believe that you have violated or acted inconsistently with the letter or spirit of this Agreement, or violated the rights of us or any third party, or for any reason with or without notice to you. You agree that we will not be held liable to you or any third party as a result thereof.
14. Indemnity
You will defend, indemnify, and hold harmless Ripl, our subsidiaries, parents, affiliates, officers, directors, shareholders, legal representatives, agents, and other partners and employees from loss, liability, costs, damages or expenses from any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all claims, liabilities, judgments, losses, damages, costs, charges, attorney’s fees, and other expenses of every nature and character by reason of (i) your use of the Services; (ii) your breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement; (iii) any acts or omissions by you or on your behalf with respect to any User Content posted by you and/or any third party; and (iv) your violation of the rights of third-parties, including any infringement or unauthorized use of the Licensed Materials.
15. Disclaimers
THE SERVICES AND ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH IT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ARISING OUT OF COURSE OF CONDUCT, TRADE CUSTOM, OR USAGE. IN ADDITION, WE DISCLAIMS (A) ANY ENDORSEMENT OF OR LIABILITY FOR USER CONTENT, CONTENT, AND THIRD-PARTY SERVICES; (B) INACCURACY, INCOMPLETENESS OR TIMELINESS OF THE CONTENT; (C) THE TRANSMISSION OF VIRUSES OR THE OCCURRENCE OF DATA CORRUPTION; AND (D) DAMAGES AS A RESULT OF THE TRANSMISSION, USE OR INABILITY TO USE THE SERVICES OR CIRCUMSTANCES OVER WHICH WE HAVE NO CONTROL. YOU UNDERSTAND AND AGREE THAT THE OPERATION OF THE SERVICES MAY INVOLVE BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SERVICES OR USE OF ANY INFORMATION OR MATERIALS ACCESSED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICES CREATES ANY WARRANTY, REPRESENTATION OR GUARANTEE.
WE DO NOT WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. If your use of the Services results in the need for servicing or replacing property, material, equipment or data, we are not responsible for those costs.
IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
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our downloading, installation and use of the Services is at your own discretion and risk, and you are solely responsible for any damages to your hardware device(s) or loss of data that results from the downloading, installation or use of the Services.
16. Disclaimer of Apple’s Liability; Third Party Beneficiary Rights
Neither Apple nor Google will be responsible for any claims by you or any third party relating to your possession and/or use of the Services, including but not limited to (i) product-liability claims, (ii) any claims that the Services fail to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer-protection laws or similar legislation, and (iv) claims by any third party that the Services or your possession and use of the Services infringe the intellectual property rights of the third party. You agree that Apple, Google, and their respective subsidiaries are third-party beneficiaries of this Agreement, and that upon your acceptance of the terms and conditions of this Agreement, Apple and/or Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
17. Limitation of Liability; Exclusion of Damages
WE WILL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, ANY VIRUSES AFFECTING THE SERVICES, THE USE OR INABILITY TO USE THE SERVICES, THE RESULTS GENERATED FROM THE USE OF THIS SERVICES, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS, HOWEVER CHARACTERIZED, AND/OR FROM ANY OTHER CAUSE WHATSOEVER.
We are not liable for any lost data resulting from use of the Services and/or the enforcement of this Agreement. We disclaim any and all liability for the acts, omissions and conduct of any users on the Services or otherwise related to your use of the Services. We are not responsible for the products, services, actions or failure to act of any other third party in connection with the Services.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE AMOUNT YOU PAID TO US, IF ANY, IN THE SIX (6) MONTHS PRIOR TO THE EVENTS GIVING RISE TO YOUR CLAIM.
18. Release
If you have a dispute with one or more users of the Services, you release Ripl (and its officers, directors, agents, employees, and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
19. Copyright Policy
If you believe that your work has been copied and posted through the Services in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:
Our Copyright Agent for notice of claims of copyright infringement can be reached as follows: 1415 Western Avenue, Suite 600, Seattle, Washington 98101.
20. Wireless Access Charges and Short Message Service
Certain Services functions may require data access, and the provider of data access for your device may charge you data access fees in connection with your use of the Services. You are solely responsible for any data access or other charges you incur.
By providing your phone number, you agree that the Services may send short messages subject to our Privacy Policy, and you acknowledge that carrier may charge you short messages or data access fees.
21. Uninstalling the Application
Uninstallation methods may vary depending on your device. To uninstall this Application, please use the application manager provided with your device or consult your device manual for reference.
22. Information About You
Information we collect through the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.
23. Miscellaneous
This Agreement is governed by the laws of the State of Washington, without reference to its choice-of- laws rules. The exclusive jurisdiction and venue for any action under this Agreement will be in the state and federal courts of King County, Washington. You accept the exclusive personal jurisdiction of such courts. You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. We may assign our rights and delegate our duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of our assets relating to this Agreement. Nothing in this Agreement will constitute a partnership or joint venture between you and us. This Agreement and our Privacy Policy set forth the entire understanding and agreement between us with respect to the subject matter hereof. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect.
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