Why all the legal stuff?
The togetherai App can be downloaded by parents AND caregivers from the Apple App Store OR THE Google Play STORE using compatible smartphones and tablets. The togetherai APP provides services to assist parents and caregivers in identifying a range of wellbeing and mental health issues that may be impacting their children and discussing those issues with their children. We want to make sure the terms and conditions that detail how you can use the APP and the Services are clear and transparent. These terms are meant to protect you as a user, us as a company, and the safety and integrity of the Services.
Things to keep in mind:
We Are here to help you understand our legal terms, so here’s a high-level summary of some key points:
- Introduction: The app and the Services provided through it are designed to make it easier for PARENTS AND CAREGIVERS to MONITOR THEIR CHILD’S WELLBEING AND MENTAL HEALTH AND TO communicate MORE EFFECTIVELY WITH THEIR CHILD REGARDING ANY POTENTIAL ISSUES. THE APP ALSO LETS CHILD user CREAte a digital “companion” that asks the child daily wellbeing questions and provides the parent or caregiver suggestions when the app detects issues that may impact the child’s wellbeing and mental health. the app uses cutting-edge artificial intelligence and machine learning tools to scan communications from the child and the child’s device usage to proactively flag potential issues with the child’s mental health.
- How to Use the Services: THE APP MAY BE DOWNLOADED FROM THE APPLE APP STORE or THE GOOGLE PLAY STORE. WE require you to create parent/caregiver user accounts and to connect one or more child user’s account to them. we take steps to verify the parent’s/caregiver’s identity as well as the child’s identity in order to do certain things using the Services and to comply with law. There are some limitations to who can use the Services, based on our guidelines and legal requirements. The Services MAY NOT BE AVAILABLE TO YOU OR you may be able to use ONLY certain features of the Services if you reside in certain JURISDICTIONS.
- We Are Not healthcare providers: We are a technology company and are offering the Services as a technology-based platform to facilitate communication between you (AS A PARENT OR CAREGIVER) and YOUR CHILD. We are not medical or mental health professionals and all decisions regarding your CHILD’S medical care, INCLUDING THEIR WELLBEING AND MENTAL HEALTH SHOULD BE made solely by THEIR doctor or healthcare provider.
- Acceptable Use Code: You must use the Services for your legitimate child care needs only and must not do anything on the app that constitutes harassment to others or breaks the law. If we believe that your actions on the Services break this acceptable use code, we may suspend or terminate your account immediately and without prior notice where necessary to keep our platform or community safe.
- Risks: While we work hard to keep your information secure and safe, there are always some risks to be aware of when you share your information on an online app. Please make sure that you’re comfortable with such risks before you provide your information through the Services.
- Intellectual Property: All intellectual property rights in the Services are owned by us. We also receive a license to use any data that we collect from you through the Services for our business purposes.
- Services Are Provided As-Is: While we intend for the Services to be available to you and work error-free most of the time, and our content to be accurate and useful, we do not provide any warranties to you that the app will be available to you when you need it, or that the app or our content will be error free, appropriate or that they will meet your needs. We are providing the Services to you on an “as-is” and “as-available” basis.
- Indemnification & Release: By using the Services, you agree that we and any of our affiliates will not be responsible or liable for any harms or costs incurred by your or any third-party related to your experience or your actions.
- Arbitration; Governing Law: If any legal disputes arise between you and us, they will be subject to the laws of your jurisdiction, if you are located in australia, new zealand or uk, or to the laws of delaware, if you are located in the united states or another jurisdiction not specifically listed in this EULA. Also, if you file a claim against us, you can only do so on an individual basis, and will need to resolve all disputes through arbitration, outside of court. You will not have access to a jury trial or a class-action lawsuit for any disputes that arise from your use of the Services.
IF THIS IS A MEDICAL EMERGENCY OR CRISIS SITUATION, DIAL YOUR LOCAL EMERGENCY ASSISTANCE SERVICE IMMEDIATELY FOR ASSISTANCE. USA:911, CANADA: 911, UK: 999 or 112, Australia: 000.
NO EMERGENCY MEDICAL SERVICES ARE OFFERED THROUGH THE APP OR BY TOGETHERAI.
This End User License Agreement (“EULA”) applies to your use of the mobile App provided by togetherAI (also referred to in this EULA as “we” or “us”). Please read this EULA carefully. By clicking “Accept”, “I agree”, or a similar checkbox or button referencing this EULA on the App you will indicate your acceptance of this EULA. You may also accept this EULA: (1) by using the Services; (2) by creating a user account on the App; or (3) through any printed, oral, or electronic statement, including on the web, by indicating that you have reviewed and accepted this EULA. If you do not agree with this EULA, please do not proceed with, or promptly discontinue, your use of the App and the Services.
IMPORTANT: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION IN SECTION 11 THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND TOGETHERAI ARE EACH GIVING UP RIGHTS TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND.
WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: WHILE THERE ARE IMPORTANT POINTS THROUGHOUT THESE TERMS, PLEASE NOTE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS ON TOGETHERAI’s LIABILITY ARE EXPLAINED IN SECTION 9.
1. General Provisions
1.1 Definitions. The following definitions apply to this EULA:
- “Caregiver Users” means parents and caregivers of children who access the App using a parent caregiver user account;
- “Child Users” means children who access the App using a child user account that is linked to a Caregiver User’s account;
- “Content” means descriptions of Services, and other information, and materials that are made available to Users through, or in connection with, the Services, including on the App. Content includes, without limitation, customized wellbeing questions and suggestions provided when the App detects issues that may be impacting a Child User’s wellbeing and mental health, as well as general informational content related to wellbeing made available on the App;
- “Feedback” means any ideas, concepts, feedback, reviews, suggestions, questions, and know-how that a User makes available in connection with the Services;
- “Governing Law” means the laws that govern your use of the App and the Services, pursuant to this EULA. The Governing law depends on the jurisdiction in which you reside. If you reside in:
(i) Australia and New Zealand, this EULA is governed by Australian law;
(ii) the United Kingdom, this EULA is governed by English law; or
(iii) the United States or a jurisdiction other than Australia, New Zealand or the United Kingdom, this EULA is governed by the laws of the state of New York.
- “Services” means provision by togetherAI of: (i) tools for possible detection and identification of potential wellbeing or mental issues that may impact a Child User’s wellbeing, using machine learning algorithms that apply deductive reasoning to identify such potential issues, (ii) tools to facilitate communication and interaction between a Child User and linked Caregiver User; (iii) monitoring of information from a Child User’s device including device usage, communications through third party applications installed on such devices such as social media, gaming and messaging platforms, as authorised by the Caregiver User; and (iv) other tools, materials and content designed to assist parents and caregivers in identifying a range of wellbeing and mental health issues that may be impacting the Child User(s) and tools to facilitate discussions of those issues with such Child User(s).
- “Subscription Term” means the period for which you have agreed to subscribe to the Service. Any options related to the length of the Subscription Term will be offered to you and agreed by you prior to the commencement of such Subscription Term.
- “togetherAI” means the togetherAI entity that is making the App available to you based on your location:
(i) If you are located in the United States, “togetherAI” means TogetherAI USA, Inc., a Delaware corporation;
(ii) If you are located in the United Kingdom, “togetherAI” means TogetherAI UK Limited, a private limited company formed and existing under the laws of England and Wales, with registration number 13318041;
(iii) If you are located in Australia or New Zealand, “togetherAI” means togetherAI Pty Ltd, an Australian private company with ABN 71 642 255 570
- “togetherAI App” means (i) a smartphone and tablet application that provides the Services, and (ii) the togetherAI website located at https://www.togetherai.com/, or any other website set up by togetherAI in connection with delivering the Services;
- “User” or “you” means any Caregiver User or Child User.
1.2 Updates to this EULA. togetherAI may update this EULA at any time without any prior notice to you. togetherAI may notify you of the updated EULA by any reasonable means, including by posting the revised EULA to the App. The updated EULA will apply to your use of the Services and the App after the date on which togetherAI has posted the updated EULA or otherwise notified you of those changes. By continuing to use or access the App or the Services after togetherAI posts or otherwise notifies you of any change, you accept the revised EULA. The “Last Updated” legend at the end of this EULA indicates the date on which this EULA was last updated.
2. User consents
2.1 Electronic Communications. You understand and acknowledge that in order to facilitate communication between the Child Users and the Caregiver Users, to provide notifications to Caregiver Users about any potential issues detected with the Child User’s mental health or wellbeing, or otherwise to facilitate the provision and functioning of the App and the Services, we may need to get in touch with you from time to time. We may contact you using in-App notifications, SMS text messages, phone call, email, or other similar means. You may incur data, call-time or SMS charges from your service providers in connection with communications through the App.
3. Your acknowledgements and representations
3.1 Acknowledgments. You understand and acknowledge the following:
- togetherAI is not a healthcare provider or a provider of mental health services and does not engage in the practice of medicine. togetherAI simply provides a digital platform to facilitate communication and coordination between you as a parent/caregiver, and your children. The Services are not meant to be a substitute or replacement for any in-person healthcare visits, counselling, psychiatric care or wellbeing visits that may be necessary for the Child User;
- You may incur certain charges from your internet, data or mobile network provider in connection with your use of the Services;
- Any Subscription Fees charged in connection with the Services may not be reimbursable by Medicare, Medicaid, Tricare, other government health care program, commercial insurers, managed care organizations, preferred provider organizations, or other payors;
- If you are a Caregiver User seeking Services on behalf of one or more Child User(s), your acceptance of these terms will bind such Child User(s) to the terms of this EULA; and
- The Services or certain portions thereof are only available within certain jurisdictions and may not be available to you based on your location
3.2 Representations. As a condition to using the Services, you hereby represent and warrant the following:
- You have the legal power and authority to agree to this EULA, you are at least 18 years of age, and have neither falsely identified yourself nor provided any false information to gain access to the Services;
- You will use the Services only for purposes that are permitted by this EULA. You will not use the Services to engage in any unlawful behavior, or to cause damage, harassment, nuisance, annoyance or inconvenience to togetherAI, another user of the Services or any third party;
- You will access the Services using computer or mobile device equipment that meets the minimum requirements required by the Service (e.g., such as access to the internet) and as otherwise suggested by togetherAI to you;
- You may not use any automated programs; data mining tools, web-crawlers or other data gathering or extraction tools in connection with your use of the App, our website or the Services;
- You may not use the Services in a way that could cause damage or adversely affect the App or the Services, including by means of introducing a virus, use of data sniffing tools, denial of service acts, breaching any security protocols or spamming the App;
- You will not sell, resell, rent or otherwise commercially use the Services.
4. Mobile application
4.1 You acknowledge and understand that certain permissions may be required on your mobile device, including permission to access the camera, microphone and certain network status information for the proper functioning of the App on your mobile device. Granting the App these permissions may result in consumption of additional battery power or data usage or charges. You hereby agree to grant the App the foregoing permissions on your mobile device to enable the App to function effectively. Additionally, you acknowledge and understand that your use of the App on a mobile device that has been modified in a manner unauthorized by the manufacturer (“jail-broken”) may result in malfunction or impairment of the Services and is a material breach of this EULA.
5. Intellectual property
5.1 Intellectual Property. togetherAI shall continue to own and retain all right, title, and interest, including all related patents, copyrights, trademarks, trade dress, and other intellectual property rights, in and to the technology, Content or materials used for the Services or which abides in the Services. You will not copy, reproduce, or disclose any Content provided to you in connection with the Services. togetherAI does not grant you the right to use any tradenames, trademarks, branding or logos used in the Services. Additionally, you may not do any of the following under this EULA:
- reverse engineer or access the Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the Services, or (iii) copy any ideas, features, functions, or graphics of the Services;
- damage or impair any hardware or software used in connection with the Services, including through the use of a virus, trojan application or malicious computer code that may interfere with or disrupt the integrity or performance of the Services; or
- otherwise use the Services in a way that could cause damage or adversely affect any other users, togetherAI, or a third-party.
5.2 Data License. You hereby grant to togetherAI a perpetual, irrevocable, worldwide, fully paid, royalty free, sublicensable and transferable (to an affiliate or successor) license and right to use Your Information and any Feedback or the like received from you for making improvements to the Services or for any other legitimate business purpose. Any alterations, changes, modifications, enhancements, additions, restructuring or deletions made to, or derivatives of or other products derived from, or as a result of Your Information or the Feedback or otherwise arising in connection with the parties’ performance under this EULA shall be the sole and exclusive property of togetherAI, together with all intellectual property and other rights therein.
6. User accounts
6.1 We will require you to create an account for each Caregiver User and Child User and be logged-in to such accounts to be able to access the Services on the App. You are solely responsible for maintaining the confidentiality of the username and password for each account that is created by you. We may utilize additional security measures from time to time to prevent unauthorized access to your account, including the use of multi-factor authentication methods. You may not use anyone else’s username or password or permit others to use yours to log into an account on the App. You must notify us immediately of any suspected unauthorized use of your account or any inaccuracy in your registration information. If you provide any information that is untrue, inaccurate, not current, or incomplete while creating an account, do not update your information once it becomes out-of-date, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account. We reserve the right to accept or reject any person’s account registration on the App at our sole discretion.
6.2 Caregiver User Account. To register for a Caregiver User account, you must select the number of Child Users using Child User accounts linked to your Caregiver User account. Where applicable, we may request proof of legal guardianship over the Child Users and request that you provide the date of birth of each Child User that will be using the Child User account(s) linked to your Caregiver User account to prove your parental or guardianship relationship to the Child User. Unless otherwise agreed, if you are unable to provide such documentation or information to our satisfaction, or provide information that we become aware is incorrect, unreadable, falsified, or otherwise not verifiable, you will not be able to register for a Caregiver User account or create and link any Child User accounts for any Child Users, or alternatively we may suspend or terminate your existing Caregiver User account without notice to you. There can only be a maximum of 4 related Caregiver User accounts linked to a Child User account.
6.3 Child User Account. If you are the Caregiver User for a Child User, by registering for a Child User account on behalf of the Child User, you agree to ensure that the Child User will comply with all of the terms and conditions of this EULA and you agree to pay any costs we may incur as a result of the Child User’s breach of this Agreement. You agree to provide only truthful and accurate information when registering for the Child User’s account on behalf of, and with the authority and consent of, the Child User. You agree to make sure that the Child User has either read, or you have explained to them, the requirements of this EULA and the Child User is aware of the instructions provided on how to use the App. If you are a Caregiver User, you are responsible for all acts and/or omissions and breaches of any Child Users that are linked to your Caregiver User account.
7. Subscription Term; Fees.
7.1 Subscription Fees. We may charge you a fixed fee (“Subscription Fee”) for your use of the Services during the Subscription Term. We may revise the Subscription Fee upon renewal of your Subscription Term, or if: (i) you exceed any applicable usage limits that we have communicated to you, (ii) you subscribe to additional features or products, or (iii) as determined by us in our sole discretion and following notice to you. Any Subscription Fee paid to us is non-refundable, even if you stop using the Services prior to the end of the Subscription Term.
7.2 Payment Processors. If you are paying the Subscription Fees by credit card, you authorize us to charge your credit card or bank account for the Subscription Fee. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third-party payment processors. Your use of the Services will also be subject to the terms, conditions, and privacy policies of such third-party payment processors. Your access to or ability to use the Services may be suspended or you may incur additional charges from the payment processor if your billing contact information is incorrect or not updated in our records. togetherAI is not responsible for any damages arising out of (i) any account suspensions resulting from your incorrect billing contact information, or (ii) any errors or omissions by the payment processor or by your credit card issuer.
7.3 All Subscription Fees are exclusive of taxes, including VAT (if you are located in the United Kingdom), GST or any other taxes imposed on your purchase of the Services, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services during the Subscription Term or to your payment of the Subscription Fees; provided, however, that you shall have no liability for any taxes based upon our gross revenues or net income.
8. Term and Termination.
8.1 This EULA will become effective on the date you accept them by clicking “Accept”, “I agree”, or a similar button when the EULA is presented to you on the App, or through another acceptable means. This EULA will be applicable to you for the duration of your Subscription Term or for the duration that you otherwise access or use the Services. togetherAI may, at its sole discretion, at any time without prior notice to you: (i) change, restrict, suspend or terminate your access to the Services, or any portion of the Services; (ii) discontinue the Services, any portion of the Services; or (iii) add, remove or modify any services or functionality that is available through the Services. If togetherAI discontinues the Service or stops offering the Service in the jurisdiction where you are located, prior to the end of your Subscription Term, togetherAI will give you a pro-rata refund of any Subscription Fees that correspond to the unused portion of your Subscription Term. Upon termination, your user account will be deactivated and any stored information, entered or accepted by you into the account may be deleted or archived such that such information is no longer available to you. Upon deactivation of your account, you will no longer be able to view or retrieve such information. Furthermore, upon deactivation of your account, you will no longer have access to the Services. You can terminate this EULA at any time prior to the end of the Subscription Term by uninstalling the togetherAI App but any Subscription Fee paid to us is non-refundable in these circumstances.
9. Our Warranties and Disclaimers; Limitation of Liability.
9.1 Warranties and Disclaimers. togetherAI will conduct the Services and maintain the Services using a commercially reasonable level of skill and care, will use commercially reasonable efforts to correct any non-compliant Services or Content and will use commercially reasonable efforts to maintain the security and privacy of your Information. HOWEVER, OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, TOGETHERAI EXPRESSLY DISCLAIMS ALL WARRANTIES (INCLUDING IMPLIED WARRANTIES) IN RELATION TO THE SERVICES AND THE APP, INCLUDING TITLE, NON-INFRINGEMENT, IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, togetherAI specifically makes the following disclaimers:
- WE DO NOT PROVIDE ANY MEDICAL ADVICE, RECOMMENDATIONS OR DIAGNOSES. WE RECOMMEND THAT YOU SEEK ALL NECESSARY MEDICAL ADVICE, RECOMMENDATIONS AND DIAGNOSES FROM YOUR HEALTHCARE PROVIDER. WE DO NOT PROVIDE OR REPRESENT THAT WE PROVIDE ANY MEDICAL SERVICE, AND WE ARE NOT A PARTY TO ANY CONTRACT FOR THE PROVISION OR RECEIPT OF ANY MEDICAL SERVICE. FURTHER, WE DO NOT REPRESENT OR WARRANT THAT TOGETHERAI WILL RESULT IN THE DIAGNOSIS, DETECTION, CURE OR PREVENTION OF ANY PSYCHOLOGICAL, WELLBEING, MENTAL OR OTHER MEDICAL DISORDER OR ILLNESS. PLEASE NOTE THAT WHILE WE MAY MONITOR PERSONAL INFORMATION ENTERED INTO OR GENERATED VIA THE APP-ix FROM TIME TO TIME, WE DO NOT REVIEW ALL SUCH INFORMATION AND DO NOT REPRESENT THAT WE OR TOGETHERAI WILL DETECT ALL OR ANY SPECIFIC PSYCHOLOGICAL, MENTAL OR OTHER MEDICAL DISORDER OR ILLNESS OR ANY SPECIFIC WELLBEING ISSUES OR THAT WE WILL TAKE ANY SPECIFIC ACTION IF ANY SUCH MATTERS ARE DETECTED. WE DO NOT PROVIDE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS RELATING TO THE ABILITY OF THE APP TO DETECT ALL OR ANY ISSUES IMPACTING ANY PERSON. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIMS AGAINST US CONCERNING ANY FAILURE OF US OR THE APP TO DETECT OR TAKE ANY ACTION IN CONNECTION WITH ANY APPARENT MOOD, EMOTIONAL STATE, WELLBEING OR OTHER ISSUES OR ANY SPECIFIC PSYCHOLOGICAL, MENTAL OR OTHER MEDICAL DISORDER CONCERNING ANY PERSON.
- All Services are delivered to you “as-is” and “as-available”. togetherAI makes no representation, warranty, or guarantee that the use of the Services will be secure, timely, uninterrupted, or error-free or operate in combination with any other hardware, software, system, or data, that it will meet your requirements or expectation or that it will be error free. All technology and tools provided to you as part of the Services are provided to you “as-is” and are for your voluntary use. These tools and technology are not a substitute for professional counsellors or psychiatric care provided by a trained healthcare provider.
- The Services may contain hyperlinks or references to certain other websites (“Linked Sites”). togetherAI does not control and is not responsible for the content on Linked Sites including any products and services provided therein;
- Content made available to you related to the Services and that you use or access using the Services, is provided to you “as-is”, on an informational basis, for your voluntary use. We do not warrant that the Content made available to you is accurate, correct, up-to-date or error-free. This Content is not intended to substitute for the diagnosis, treatment and advice of a professional health-care provider. Any information included in the Content regarding any practices, nutritional supplements or over the counter medication is informational and you should consult with your health-care provider prior to use of any such practices, supplements or medications; and
- togetherAI makes no warranty related to the confidentiality and security of any data provided by you to us, including data provided through the Services, and does not warrant that the Services are or will remain free of viruses or other harmful components.
9.2 Limitations on Liability. To the fullest extent provided by applicable law (and subject to Section 9.3): (i) in no event shall togetherAI, its affiliates, officers, employees, agents or contractors be liable for any indirect, consequential, punitive, incidental, or special damages, including, but not limited to, any personal injury, property damage, or unauthorized disclosure of your data, whether in any action in warranty, contract, tort, breach of contract, negligence, strict liability, malpractice, or otherwise resulting from your use of the Services; and (ii) togetherAI’s maximum aggregate liability for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, will not exceed the USD $200.
9.3 Non-excludable Guarantees for Australian Users. If you reside in Australia, the Services provided by togetherAI to you (which, for the avoidance of doubt, does not include any goods or services accessed by you through a Linked Site) may come with implied non-excludable guarantees (“Non-Excludable Guarantees”) which are regulated by Schedule 2 of the Competition and Consumer Act 2010 (Cth) (the “ACL”). The Non-Excludable Guarantees depend on whether you are a ‘consumer’ of the Services within the meaning of that term pursuant to the ACL as amended. Except to the extent the Non-Excludable Guarantees apply to your use of the Services, the limitation of liability listed in Section 9.2, applies to any loss or damage incurred by you in connection with your use or inability to use the Services. If the Non-Excludable Guarantees apply to your use of the Services, then pursuant to section 64A of the ACL, we limit our liability for breach of any such Non-Excludable Guarantee (other than a guarantee implied by sections 51, 52 or 53 of the ACL), where it is fair and reasonable to do so, at our option, to the re-performance of the non-compliant Services or the re-provision of any non-compliant Content. Any warranty against defects provided by us to you in your capacity as a consumer under the ACL is in addition to your other rights and remedies under a law in relation to the goods or services to which the warranty relates.
10.1 You hereby agree to indemnify, defend, and hold harmless togetherAI, and its affiliates, officers, employees, contractors, and agents from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, suits, fees (including attorneys’ fees and expert fees), and costs of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use of the Services; (ii) any claims for bodily injury, or property damages to a third-party that results from your use of the Services, (iii) claims related to unauthorized disclosure of your or a third-party’s data that arises from your use of the Services; (iv) any claims related to Your Information, including claims related to the accuracy, legality and quality of Your Information or claims arising from your failure to obtain the required consents, permissions, licenses, rights and authorizations necessary for us to use, host, transmit, store or use Your Information; (v) any claims related to your violation of this EULA or any policy set forth in this EULA; and (vi) your violation of any applicable laws and regulations or rights of any third-party, including any intellectual property rights, resulting from your use of the Services.
11. Governing Law; Mandatory Arbitration.
11.1 Governing Law. Any disputes arising in connection with Services, the App, this EULA or any other agreement between you and togetherAI, shall be governed by and construed and enforced solely and exclusively in accordance with the Governing Law, without regard to such jurisdiction’s conflicts of law principles.
11.2 Mandatory Arbitration. You and togetherAI both agree to provide a written notice of any disputes to the other party at its notice address (or an address provided in writing to the other party) and try to resolve any disputes in good-faith thereafter. If the dispute is not resolved, within 30 days of a party providing notice to the other party, both parties agree that the dispute will be resolved through individual, non-representative, binding arbitration held in English, instead of a proceeding in courts of general jurisdiction. Any disputes will be decided by a single arbitrator and will be administered by Judicial Arbitration Mediation Services, Inc. (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules & Procedures and as modified by this agreement to arbitrate. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by togetherAI that an in-person hearing is appropriate. Any in-person appearances will be held at Sydney, Australia (if you are a resident of Australia or New Zealand), London, United Kingdom (if you are resident of United Kingdom) or New York City, New York, USA (if you are not a resident of Australia, New Zealand or the United Kingdom). The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court with appropriate jurisdiction. Each party will be responsible for its respective costs, including costs related to its respective attorneys, experts, and witnesses.
11.3 Waiver of Right to Jury Trial and Class Action. YOU AND TOGETHERAI EXPRESSLY WAIVE YOUR RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION.
12.1 Assignment. Your obligations and rights under this EULA may not be assigned, in whole or in part, without togetherAI’s prior written consent. This EULA will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties. We may assign or delegate our rights and obligations without consent.
12.2 Severability. If any part of this EULA becomes illegal, invalid, unenforceable, or prohibited in any respect under any applicable law or regulation, those provision or part thereof will be deemed to not form part of the contract between us. The legality, validity or enforceability of the remainder of this EULA will remain in full force and effect.
12.3 Survivability. The rights, obligations, and commitments in this EULA that, by their nature, would logically continue beyond the termination of your use of or access to the Services (including, without limitation, Sections 5, 6, 9, 10, 11 and 12) survive termination of this EULA.
12.4 Relationship. togetherAI provides the App and the Services to you as an independent contractor and service provider. This EULA and the provision of the App and the Services does not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise.
12.5 No Third-Party Beneficiaries. Except as expressly stated (including in Section 12.6), no provisions of this EULA create any third-party beneficiary, including for clarity, if you are resident of the United Kingdom, under the Contract (Rights of Third Parties) Act 1999.
12.6 Apple iOS. If you use the App on an Apple phone, mobile device or other device running iOS, you and togetherAI acknowledge that this EULA is concluded between you and togetherAI only, and not with Apple, and that Apple, and Apple’s subsidiaries are third-party beneficiaries of this EULA, and upon your acceptance of this EULA, Apple will have the right (and will be considered to have accepted that right) to enforce this EULA against you as a third-party beneficiary of this EULA. Subject to this EULA, togetherAI, not Apple, is responsible for addressing any claims you may have relating to the App, your possession or use of the App, or the Services including (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection, privacy, or similar legislation, and (iv) claims related to payment and refund of the Subscription Fee, as applicable. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the Subscription Fee for the App to you, for the duration of the subscription fee when the App was non-compliant. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. In addition, Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, subject to these terms, togetherAI, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
12.7 Delay. Even if we delay in enforcing any term of this EULA, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under the terms of this EULA, or if we delay in taking steps against you in respect of your breaching of the terms of this EULA, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
12.8 Notice. You may provide notice to us by emailing us at firstname.lastname@example.org. Any notice sent by you via email is deemed to be delivered upon your receipt of an electronic read receipt or delivery receipt or upon confirmation of receipt from us.
EFFECTIVE AND REVISED 17/07/2022