Legal
Tue Aug 06 2024
Welcome, and thank you for your interest in Sluice AI, Inc. (“Sluice,” “we,” or “us”) and our website at www.sluiceai.com, along with our related websites, hosted applications, mobile or other downloadable applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Sluice regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING SLUICE’S PRIVACY POLICY https://sluiceai.com/privacy-policy (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND SLUICE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY SLUICE AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE Except for certain kinds of disputes described in Section 19 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND SLUICE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
As part of the Service, we provide you access to our proprietary artificial intelligence-based workflow application that can produce Output Content based on your Input Content.
1.1 Artificial Intelligence The Service uses artificial intelligence and machine learning. Any health-related content that you may find in the Service is broad in nature and in scope, describes only general principles, and is intended for educational and research purposes only. Reliance on any information provided through the Service is solely at your own risk. By using the Service, you acknowledge and agree that the technology used by Sluice is nascent, experimental, subject to manipulation and change, rapidly evolving, capable of being trained on any corpus of knowledge, and subject to unexpected outputs and results, some of which could be crude, damaging, dangerous, defamatory, disconcerting, discriminatory, false, harmful, illegal, inaccurate, infringing, misleading, offensive, or wrong (collectively, “Inaccurate”), even if we take commercially reasonable measures to prevent such outputs and results. The Service may provide results that are Inaccurate or information that does not accurately reflect real events, places, people, or facts or the views or opinions of a user. The Service may use artificial intelligence to generate words, phrases, trademarks, and other literary works, sound recordings, audiovisual works, and other works of authorship (“Generated Content”). Given the nature of machine learning, the Generated Content may provide Inaccurate content. You acknowledge and agree that Sluice will not be liable for any Inaccurate Generated Content or any other content generated by the Service. However, we invite all users to notify us via email support@sluiceai.com with respect to any Generated Content that the user believes is Inaccurate or otherwise objectionable. You rely upon the Generated Content at your sole risk as further described in this Section 17 (Disclaimers; No Warranties by Sluice).
1.2 The Service is not a Replacement for Medical Advice The Service is for informational and educational purposes only. The Service (including any Generated Content) is not medical, mental health or any other type of healthcare service. The information and reports generated by Sluice via the Service should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available through the Service should not be relied upon to make medical decisions, or to diagnose or treat a medical or health condition. Never disregard professional medical advice or delay in seeking it because of something that you have read, seen, or heard on our Service, including any Generated Content.
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. You are responsible for all activities that occur under your account, including the activities of any end user (each, an “End User”) who is provided access credentials under your account. You will be liable to us for any acts or omissions of an End User that, if committed by you, would be a breach of these Terms. You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account or any End User account. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password. If you believe that your account is no longer secure, then you should immediately notify us at support@sluice.com.
Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged on the ordering document between you and Sluice, or an ordering site, or page (an “Order Form”). Unless otherwise specifically provided for in these Terms or an Order Form, all fees are in U.S. Dollars and are non-refundable, except as required by law.
4.1 Price Sluice reserves the right to determine pricing for the Service. Sluice will provide pricing information on the applicable Order Form. Sluice may change the fees for any feature of the Service, including additional fees or charges, if Sluice gives you advance notice of changes before they apply. Sluice, at its sole discretion, may make promotional offers with different features and different pricing to any of Sluice’s customers. These promotional offers, unless made to you or specified in your Order Form, will not apply to your offer or these Terms.
4.2 Authorization You authorize Sluice to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Sluice, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Sluice may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
4.3 Subscription Service The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). Unless otherwise specified on an Order Form, the “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize Sluice or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the “Subscription Fee” please see the information included on your Order Form. Please ensure you review the Subscription Fee prior to purchasing. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Sluice or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by contacting us at support@sluiceai.com. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.
4.4 Delinquent Accounts Sluice may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Sluice reserves the right to delete your account and any information or Customer Content associated with your account without any liability to you.
4.5 Tokens As part of the Subscription Service, you will receive a set number of tokens per month (“Tokens”), as further described in your applicable Order Form, to process Input Content and generate and receive Output Content. We will credit your account for any Tokens acquired by you. If you have depleted your monthly Token allotment, we may permit you to purchase additional Tokens. Any Tokens included in the Subscription Service expire at the end of each month of your Subscription Period. Except as otherwise provided herein or required by applicable law, your license to use Tokens will terminate upon termination of these Terms or your account. Any Tokens that may be gifted by us to you, unless otherwise indicated in the offer, expire at the end of your then-current Subscription Period, or if you do not currently have an active Subscription Service, then the Tokens will expire within thirty (30) days from the date of issue. Use of most aspects of the Service require the consumption of Tokens. If you wish to use the Service but have no Token balance, then the Service may not be fully functioning for you or you may not have access to all portions of the Service.
4.6 Tokens Not Redeemable or Exchangeable Tokens do not: (a) have an equivalent value in fiat currency; (b) act as a substitute for fiat currency; (c) act as consideration for any legally enforceable contract; or (d) earn interest. Tokens are not redeemable or exchangeable for fiat currency, monetary value, or convertible virtual currency from us or any other third party. Sluice does not any obligation to exchange Tokens for anything of value, including, but not limited to, fiat currency, except as required by applicable law. We may place limitations on use or purchase of Tokens.
5.1 Limited License Subject to your complete and ongoing compliance with these Terms, Sluice grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service.
5.2 License Restrictions Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
5.3 Feedback We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service, including by using our Suggestion Box feature (collectively, “Feedback”), then you hereby grant Sluice an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
6.1 Generally Certain features of the Service may permit users to submit, upload, publish, or otherwise transmit (“Post”) content to the Service, including messages, data, text, and any other works of authorship or other works (“Input Content”). The Service may allow you to Post Input Content to receive output consisting of Generated Content (“Output Content” and together with Input Content, the “Customer Content”).
6.2 Your Ownership Rights As between the parties, you retain any intellectual property rights and other proprietary rights that you hold in the Customer Content, subject to the licenses granted in these Terms. Subject to these Terms, (a) we hereby assign you all right, title, and interest in and to your Output Content; provided however, that we will retain all intellectual property rights that we own or have an interest in, prior to, or separate from the generation of your Output Content, which includes the Service and Materials (“Pre-Existing Sluice IP”); and (b) to the extent any Output Content provided to you includes any embedded Pre-Existing Sluice IP, then we grant you a license solely to the extent necessary for you to use Output Content in accordance with these Terms. Except as expressly authorized under these Terms, we may not make use of your Customer Content. You reserve all rights to the Customer Content not expressly granted in these Terms.
6.3 Limited License Grant to Sluice By Posting Input Content to or via the Service or receiving Output Content, you grant Sluice the perpetual, irrevocable, sublicensable, transferrable, royalty-free right and license to use the Customer Content in order to: (a) track your use of Services for billing purposes; (b) provide the Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) to improve Services, its other products and services, and to develop new products and services (other than with respect to your Input Content you provided into any generative AI portions of the Services and the resulting Generated Content); and (f) for all other lawful business practices, such as analytics, benchmarking, and reports.
6.4 You Must Have Rights to the Content You Post; Input Content Representations and Warranties You must not Post Input Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that Input Content. Sluice disclaims any and all liability in connection with Input Content. You are solely responsible for your Input Content and the consequences of providing Input Content via the Service. By providing Input Content via the Service, you affirm, represent, and warrant to us that:
a. You are the creator and owner of the Input Content, or have the necessary licenses, rights, consents, and permissions to authorize Sluice and users of the Service to use and distribute your Input Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Sluice, the Service, and these Terms;
b. Your Input Content, and the Posting or other use of your Input Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Sluice to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties;
c. You are solely responsible for all uses of the Output Content and evaluating the Output Content for accuracy and appropriateness for your use case, including by utilizing human review as appropriate;
d. You acknowledge that due to the nature of our Service and artificial intelligence generally, Output Content may not be unique and other users may receive similar content from our services. Responses that are requested by and generated for other users are not considered your Output Content, no matter how similar. Any assignment of Output Content to you does not extend to other users’ output or any content delivered as part of a third-party offering or any third-party contained therein; and
e. Your Input Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
6.5 Input Content Disclaimer We are under no obligation to edit or control Input Content that you or other users Post and will not be in any way responsible or liable for Input Content. Sluice may, however, at any time and without prior notice, screen, remove, edit, or block any Input Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to Generated Content from a variety of sources and acknowledge that Output Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Sluice with respect to Customer Content. If notified by a user or content owner that Customer Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the Customer Content, which we reserve the right to do at any time and without notice. For clarity, Sluice does not permit infringing activities on the Service.
Customer Content is your confidential information, and we will not disclose it in any way that identifies you. We will not use your Customer Content for any reason, except in furtherance of our obligations under these Terms or as permitted by the license grants herein. Any and all parts of the Service, including our Materials, that are accessible only with login credentials is our confidential information. You may not use or disclose our confidential information, except in except in connection with your authorized use of the Services as permitted under these Terms. You may not use or disclose our confidential information for any other reason.
The Service is owned and operated by Sluice. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, Generated Content (excluding any of your Input Content or Output Content received and generated through use in compliance with this Agreement) and all other elements of the Service provided by Sluice (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Sluice or its third-party licensors. Except as expressly authorized by Sluice, you may not make use of the Materials. There are no implied licenses in these Terms and Sluice reserves all rights to the Materials not granted expressly in these Terms.
9.1 Third-Party Services and Linked Websites Sluice may provide tools through the Service that enable you to export information, including Input Content, to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service, such as Twitter/X or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize that Sluice to transfer that information to the applicable third-party service. Third-party services are not under Sluice’s control, and, to the fullest extent permitted by law, Sluice is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Sluice’s control, and Sluice is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any Input Content or information with such third-party services. Once sharing occurs, Sluice will have no control over the information that has been shared.
9.2 Third-Party Software The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
9.3 OpenAI Terms Certain features of the Service leverage APIs provided by OpenAI, L.L.C. (“OpenAI”), or its affiliates. By using these features, you may be subject to certain OpenAI terms and policies, including OpenAI’s Sharing & Publication Policy available at https://openai.com/policies/sharing-publication-policy. You agree to review and comply with such policies at all times while using the Service.
Sluice does not control and does not have any obligation to monitor: (a) Customer Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Sluice reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Sluice chooses to monitor the content, then Sluice still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Sluice may block, filter, mute, remove or disable access to any Input Content uploaded to or transmitted through the Service without any liability to the user who Posted such Input Content to the Service or to any other users of the Service.
11.1 Push Notifications When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.
11.2 Email We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
BY USING THE SERVICE, YOU AGREE NOT TO:
12.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;
12.2 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
12.3 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Sluice;
12.4 interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
12.5 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
12.6 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth or falsely claiming that any content produced through your use of the Service was not generated with the assistance of artificial intelligence;
12.7 use the Service to create, receive, maintain, transmit, or otherwise process any information that includes or constitutes “Protected Health Information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103). Enterprise customers may contact our sales department to enter into additional agreements for a Healthcare Addendum and Business Associate Agreement (together, the “Healthcare Addendum”) prior to creating, receiving, maintaining, transmitting, or otherwise processing this information;
12.8 use the Service or any Materials to develop a competitive product or service using similar ideas, features, functions or graphics as the Service;
12.9 use the Materials or any Pre-Existing Sluice IP for any other reason than using the Service as permitted by these Terms;
12.10 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 8 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
12.11 attempt to do any of the acts described in this Section 12 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 12 (Prohibited Conduct).
13.1 Respect of Third Party Rights Sluice respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.
13.2 DMCA Notification We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:
Sluice AI, Inc. Attn: Legal Department (IP Notification) Email: ip-infringement@sluiceai.com
13.3 Procedure for Reporting Claimed Infringement If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property right that you claim has been infringed;
c. a description of the material that you claim is infringing and where it is located on the Service;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.
Your Notification of Claimed Infringement may be shared by Sluice with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Sluice making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
13.4 Repeat Infringers Sluice’s policy is to: (a) remove or disable access to material that Sluice believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Sluice will terminate the accounts of users that are determined by Sluice to be repeat infringers. Sluice reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
13.5 Counter Notification If you receive a notification from Sluice that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Sluice with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Sluice’s Designated Agent through one of the methods identified in Section 13.2 (DMCA Notification), and include substantially the following information:
a. your physical or electronic signature;
b. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
c. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
d. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Sluice may be found, and that you will accept service of process from the person who provided notification under Section 13.2 (DMCA Notification) above or an agent of that person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
13.6 Reposting of Content Subject to a Counter Notification If you submit a Counter Notification to Sluice in response to a Notification of Claimed Infringement, then Sluice will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Sluice will replace the removed Input Content or cease disabling access to it in 10 business days, and Sluice will replace the removed Input Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Sluice’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Sluice’s system or network.
13.7 False Notifications of Claimed Infringement or Counter Notifications The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Sluice] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Sluice reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your Input Content and discontinue your use of the Service. Except as expressly permitted in this Section 14 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
15.1 Term These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 15.2 (Termination).
15.2 Termination If you violate any provision of these Terms, then your authorization to access the Service and these Terms or any Order Form will automatically terminate. In addition, Sluice may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at support@sluiceai.com.
15.3 Effect of Termination Termination of these Terms will terminate any Order Form, if applicable. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Sluice any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3 (Feedback), 8 (Ownership; Proprietary Rights), 15.3 (Effect of Termination), 16 (Indemnity), 17 (Disclaimers; No Warranties by Sluice), 18 (Limitation of Liability), 19 (Dispute Resolution and Arbitration), and 20 (Miscellaneous) will survive. You are solely responsible for retaining copies of any Customer Content since upon termination of your account, you may lose access rights to such Customer Content. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
15.4 Modification of the Service Sluice reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Sluice will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any Customer Content so that you have permanent copies in the event the Service is modified in such a way that you lose access to such Customer Content.
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Sluice, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Sluice Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) your Input Content; or (e) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
17.1 Disclaimers related to Artificial Intelligence To the maximum extent permitted by applicable law, and notwithstanding anything otherwise expressly provided herein, we disclaim any and all liability related to the following:
a. Use of AI; Assumption of Risk The Service may return Inaccurate information that does not accurately reflect real people, places, or facts. The Service does not provide any medical, health, safety, legal, financial, tax, accounting, or other professional advice, even if you prompt the Service to provide Generated Content falling within any of the foregoing (or any other regulated industries), and ALL GENERATED CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. Sluice does not and cannot guarantee that Generated Content does not infringe or misappropriate the intellectual property, privacy, or other rights of any third-party or is appropriate for any particular use or user. Prior to any use of any Generated Content, you will make your own determination as to the safety, efficacy, accuracy, lawfulness, and appropriateness of any Generated Content for any given use. You acknowledge and agree that artificial intelligence tools are novel and experimental, and that therefore there is significant uncertainty regarding the operation and output. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND SLUICE WILL NOT BE LIABLE FOR ANY GENERATED CONTENT, OR ANY STATEMENTS, REPRESENTATIONS, DEFAMATION, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY, PROFANITY, OR OTHER TYPES OF CONTENT THAT MAY RESULT FROM YOUR OR ANY OTHER USERS USE OF THE SERVICE.
b. Certain Risks of Generative AI Any artificial intelligence utilized in delivering the Service may depend on third-party generative artificial intelligence models that are not under the control or influence of Sluice and are subject to risks and uncertainties. Sluice may have limited or no ability to change these technologies. You are solely responsible for the use or implementation of any Generated Content provided by or through the Service including republication of any Generated Content.
c. Regulatory Uncertainty Artificial intelligence is subject to many legal and regulatory uncertainties, and the Service could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit your ability to continue the use and enjoyment of these technologies.
17.2 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SLUICE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SLUICE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SLUICE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
17.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR SLUICE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SLUICE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING INPUT CONTENT.
17.4 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 17 (DISCLAIMERS; NO WARRANTIES BY SLUICE) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Sluice does not disclaim any warranty or other right that Sluice is prohibited from disclaiming under applicable law.
18.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SLUICE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SLUICE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
18.2 EXCEPT AS PROVIDED IN SECTIONS 19.5 (COMMENCING ARBITRATION) AND 19.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SLUICE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO SLUICE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US$100.
18.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
19.1 Generally Except as described in Section 19.2 (Exceptions) and 19.3 (Opt-Out), you and Sluice agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SLUICE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
19.2 Exceptions Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
19.3 Opt-Out If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 19 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Sluice AI, Inc., Attention: Legal Department – Arbitration Opt-Out, 251 [Insert Address] that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Sluice receives your Opt-Out Notice, this Section 19 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 20.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
19.4 Arbitrator This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267 or by contacting Sluice.
19.5 Commencing Arbitration Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Sluice’s address for Notice is: Sluice AI, Inc., [notice@sluiceai.com]. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Sluice may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Sluice will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Sluice has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.
19.6 Arbitration Proceedings Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Sluice must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
19.7 Arbitration Relief Except as provided in Section 19.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Sluice before an arbitrator was selected, Sluice will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award will be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party will have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that will not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
19.8 No Class Actions YOU AND SLUICE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Sluice agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
19.9 Modifications to this Arbitration Provision If Sluice makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Sluice’s address for Notice of Arbitration, in which case your account with Sluice will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
19.10 Enforceability If Section 19.8 (No Class Actions) or the entirety of this Section 19 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Sluice receives an Opt-Out Notice from you, then the entirety of this Section 19 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 20.2 (Governing Law) will govern any action arising out of or related to these Terms.
20.1 General Terms These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Sluice regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your Input Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
20.2 Governing Law These Terms are governed by the laws of the State of Texas without regard to conflict of law principles. You and Sluice submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Austin, Texas for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Texas, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
20.3 Privacy Policy Please read the Sluice Privacy Policy located at https://sluiceai.com/privacy-policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Sluice Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
20.4 Publicity For as long as you are a customer, we may include your name and logo in our customer lists, including on our website. To the extent you provide standard trademark usage guidelines, we shall use your name and logo in accordance with such guidelines. We will stop using your name and logo upon your written request.
20.5 Additional Terms Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
20.6 Consent to Electronic Communications By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
20.7 Contact Information The Service is offered by Sluice AI, Inc. You may contact us by emailing us at support@sluice.com.
20.8 Notice to California Residents If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
20.9 No Support We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
20.10 International Use The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
This Section 21 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Sluice only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.