Terms of Service for Arcarae

Effective Date: October 21, 2024

Our Terms of Service (“Terms”) are a legally binding agreement between you and Nexsus, Inc. (“we”, “us”, or “our”). Our Terms govern your access to and use of our mobile app, website (the “Website”), products, and services, including their web interfaces, application programming interfaces (“APIs”), and other software, tools, services, documentation, content, intellectual property, and functionalities that we may make available to you (collectively, our “Services”).

1. Acceptance of Terms

Please read our Terms carefully before you use our Services. By accepting our Terms or otherwise accessing or using our Services, you agree to be bound by and comply with our Terms, and acknowledge that you have read and understand our Privacy Policy. If you do not agree to our Terms, or if you object to our Privacy Policy, you must not access or use our Services. By accepting our Terms on behalf of a company, organization, or other entity, you represent and warrant that you are authorized to bind the company, organization, or other entity on whose behalf you are accepting our Terms—you and such entity, collectively, are “you” in this case—and you agree on behalf of that entity that such entity is bound by our Terms. If you are accepting our Terms for yourself, then you agree to be personally bound by our Terms—you individually are “you” in this case.

2. Changes to Terms

We may revise and update our Terms from time to time in our sole discretion. If you continue to use the Services after we post the updated Terms on the Services or otherwise give you notice of such changes, it means that you accept and agree to the updated Terms. If you do not accept the updated Terms, you must not continue to access or use the Services.

3. Use of the Services

You may use the Services only for lawful purposes and in accordance with these Terms. You may not access or use the Services in the following ways:

In any manner that violates any applicable law—including, without limitation, any laws about exporting data or software to and from the United States or other countries..
To develop any products or services that supplant or compete with our Services, including to develop or train any artificial intelligence or machine learning algorithms or models.
To decompile, reverse engineer, disassemble, or otherwise reduce our Services to human- readable form, except when these restrictions are prohibited by applicable law.
To crawl, scrape, or otherwise harvest data or information from our Services other than as permitted under these Terms.
To use our Services or Materials to obtain unauthorized access to any system or information or to deceive any person.
To infringe, misappropriate, or violate intellectual property or other legal rights (including the rights of publicity or privacy).
Except with respect to use of our APIs, to use the Services through automated or non- human means, whether through a bot, script, or otherwise.
Use the Services in any manner that violates any applicable law or regulation.
Use the Services to infringe upon the intellectual property or privacy rights of others.
Engage in any activity that disrupts or damages the Services, servers, or networks connected to the Services.
Use the Services to transmit any harmful, offensive, or inappropriate content.
To engage in any other conduct that restricts or inhibits any person from using or enjoying our Services, or that in our sole judgment exposes us—or any of our users, affiliates, or any other third party—to any liability, damages, or detriment of any type, including reputational harms.
To assist any person in doing any of the above.

4. Accounts

Our Services do not require the creation of user accounts. However, if you choose to provide personal information, interact, or register with the Services in a way that involves the storage of chat history or personal data, you agree to the terms of our Privacy Policy, which governs how we collect, store, and use your information.

You are responsible for maintaining the confidentiality of any credentials you use to access certain features of the Services (if applicable). You agree to notify us immediately if you suspect any unauthorized access or use of your account or personal information.

5. Content and Intellectual Property

All content available on or through the Services, including but not limited to text, software, scripts, graphics, and logos (the “Content”), is owned by or licensed to Nexsus, Inc.. You may not use, reproduce, modify, distribute, or display the Content for any purpose without our prior written consent, except as permitted under these Terms.

The Services may allow you to input information, such as chat messages and prompts (collectively, “User Content”). By submitting User Content, you grant us a non-exclusive, worldwide, royalty-free, and transferable license to use, process, and store your User Content as necessary to provide the Services. You retain ownership of any intellectual property rights you hold in your User Content.

6. Data and Privacy

We value your privacy and the confidentiality of your information. By using the Services, you agree to our Privacy Policy, which describes how we collect, store, and use your data, including chat history and any personal information shared through the Services.

We do not share your chat history or personal information with third parties. We may use aggregated data to improve the performance of the Services.

If you submit any personal information to us in connection with your use of the Services, whether as part of your Prompts or otherwise, you acknowledge that our Privacy Policy governs our use and processing of such personal information.

7. Security

We take reasonable measures to protect your information from unauthorized access or misuse. However, no system is completely secure, and we cannot guarantee the security of your data. You are responsible for safeguarding the information you provide when using the Services.

8. Ownership of Services

The Services are owned and operated by us and our affiliates, licensors, and service providers (collectively “Providers”). We and our Providers retain all our respective rights, title, and interest, including intellectual property rights, in and to the Services. Other than the rights of access and use expressly granted in our Terms, our Terms do not grant you any right, title, or interest in or to our Services.

9. Rights to Materials

Our Services may allow you to submit text, voice, photos, video, documents, or other materials to the Services for processing (“Prompts”). Our Services may generate responses based on your Prompts (“Outputs”). Outputs and Prompts collectively are “Materials.” You represent and warrant that you have all rights, and have provided any notices and obtained any consents, that are necessary for us to process any Prompts you submit to the Services in accordance with our Terms. You also represent and warrant that your submission of Prompts to us will not violate our Terms, or any laws applicable to those Prompts—including intellectual property laws and any privacy or data protection laws governing personal information contained in your Prompts. Except as expressly provided in our Terms, you retain all right, title, and interest—including any intellectual property rights—that you have in and to your Prompts. We grant you permission to use the Outputs for any purpose not prohibited under the "Use of the Services".

We may analyze and use any Materials to provide, maintain, and improve the Services and to develop other products and services.

10. Reliance on Outputs

We make no representations or warranties with respect to the accuracy of any Outputs. You should not rely on any Outputs without independently confirming their accuracy. Outputs may contain material inaccuracies even if they appear accurate because of their level of detail or specificity. The Services and any Outputs may not reflect correct, current, or complete information.

11. Termination

Unless we specifically state otherwise in a separate agreement with you, we may terminate our Terms at any time by notice to you, and our Terms will terminate automatically without notice upon your violation or breach of any provisions of our Terms. You may also terminate our Terms at any time, for any reason, by discontinuing your access to and use of the Services. Upon termination, the rights granted to you under our Terms to access and use the Services will immediately terminate, and you must destroy all Confidential Information in your or your Representatives' possession or control.

12. Disclaimer of Warranties, Limitations of Liability, and Indemnity

Your use of the services and materials is solely at your own risk. The services and outputs are provided on an “as is” and “as available” basis and, to the fullest extent permissible under applicable law, are provided without warranties of any kind, whether express, implied, or statutory. We and our providers expressly disclaim any and all warranties of fitness for a particular purpose, title, merchantability, accuracy, availability, reliability, security, privacy, compatibility, non-infringement, and any warranty implied by course of dealing, course of performance, or trade usage.

To the fullest extent permissible under applicable law, in no event will we, our providers, or our or their respective affiliates, investors, directors, officers, employees, agents, successors or assigns (collectively, the “Nexsus, Inc. Parties”), be liable for any direct, indirect, punitive, incidental, special, consequential, exemplary, or other damages arising out of or in any way related to the services, the materials, or these terms, whether based in contract, tort (including negligence), strict liability, or other theory, even if any Nexsus, Inc. Parties have been advised of the possibility of damages, and even if the damages are foreseeable.

To the fullest extent permissible under applicable law, the Nexsus, Inc. Parties’ total aggregate liability to you for all damages, losses and causes of action arising out of or in any way related to the services, the materials, or these terms, whether in contract, tort (including negligence) or otherwise, will not exceed the greater of the amount you paid to us for access to or use of the services (if any) in the six months preceding the date such damages, losses, and causes of action first arose, and $100. The foregoing limitations are essential to these terms, and we would not offer the services to you under these terms without these limitations.

You agree to indemnify and hold harmless the Nexsus, Inc. Parties from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys’ fees and costs), and other losses arising out of or related to your breach or alleged breach of these terms; your access to, use of, or alleged use of the services or the materials; your feedback; any products or services that you develop, offer, or otherwise make available using or otherwise in connection with the services; your violation of applicable law or any third-party right; and any actual or alleged fraud, intentional misconduct, gross negligence, or criminal acts committed by you or your employees or agents. We reserve the right to engage separate counsel and participate in or assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, in which case you agree to cooperate with us and such separate counsel as we reasonably request.

The laws of some jurisdictions do not allow the disclaimer of implied warranties or certain types of damages, so some or all of the disclaimers and limitations of liability in these terms may not apply to you.

15. Governing Law and Jurisdiction

Our Terms will be governed by, and construed and interpreted in accordance with, the laws of the State of California without giving effect to conflict of law principles. You and Nexsus, Inc. agree that any disputes arising out of or relating to these Terms will be resolved exclusively in the state or federal courts located in San Francisco, California, and you and Nexsus, Inc. submit to the personal and exclusive jurisdiction of those courts. By using the Services, you waive any claims that may arise under the laws of other jurisdictions.

U.S. Government Use. The Services were developed solely at private expense and are commercial computer software and commercial computer software documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements. Accordingly, U.S. Government users of the Services will have only those rights that are granted to all other end users of the Services pursuant to these Terms.

16. Export and Sanctions

You may not export or provide access to the Services into any U.S. embargoed countries or to anyone on (i) the U.S. Treasury Department's list of Specially Designated Nationals, (ii) any other restricted party lists identified by the Office of Foreign Asset Control, (iii) the U.S. Department of Commerce Denied Persons List or Entity List, or (iv) any other restricted party lists. You represent and warrant that you and anyone accessing or using the Services on your behalf, or using your account credentials, are not such persons or entities and are not located in any such country.

17. Changes to the Services

Unless we specifically state otherwise in a separate agreement with you, we reserve the right to temporarily or permanently modify, suspend, or discontinue the Services or your access to the Services or account at any time, in our sole discretion, without notice to you, and we will not be liable for any change to or any suspension or discontinuation of the Services or your access to them, to the maximum extent permissible. We are not liable for any modifications or discontinuation of the Services.

18. Additional Terms

When using our Services, you agree to comply with and are subject to any guidelines, rules, or supplemental terms applicable to such Services that may be posted on the Services from time to time. To the extent that we ask you to review and accept any supplemental terms that expressly conflict with our Terms, the supplemental terms will supersede our Terms with respect to your use of the portion of the Services governed by such supplemental terms, solely to the extent of the conflict.

19. Entire Agreement; No Assignment

Our Terms and any other terms expressly incorporated by reference form the entire agreement between you and us regarding the subject matter of our Terms. Our Terms may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction.

20. Equitable Relief

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

21. No Joint Venture, Partnership, Employment, or Agency Relationship

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us because of our Terms or your access to or use of the Services.

22. No Sponsorship

You may not, without our prior written consent, use our name, logo, or other trademarks to promote products or services other than the Services, or in any other way that implies our affiliation, endorsement, or sponsorship.

23. Severability

If any provision of our Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent necessary to comply with applicable law, such that the remaining provisions of our Terms will continue in full force and effect.

24. No Waiver

No waiver by us of any term or condition set forth in our Terms will be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition, and any failure by us to assert a right or provision under our Terms will not constitute a waiver of such right or provision.

25. Legal Compliance

We may comply with governmental, court, and law enforcement requests or requirements relating to provision or use of the Services, or to information provided to or collected under our Terms. We reserve the right, at our sole discretion, to report Prompts or Outputs to law enforcement.

26. Feedback

You grant to us an irrevocable, royalty-free, perpetual license to use all feedback, ideas, or suggested improvements you provide to us (through the Services or otherwise) regarding the Services, Prompts, or Outputs (collectively, “Feedback”), and you agree that we and our Providers may use the Feedback—together with the related Prompts and Outputs or any derivative thereof—in any manner without any payment or credit to you, including in connection with our development, improvement, and marketing of our Services or other products or services.

27. Copyright Complaintss

We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify our Designated Agent as follows:

Designated Agent: Nicole Hsing
E-Mail Address: nicole@nexsus.ai

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to us for certain costs and damages.

28. Contact Us

If you have any questions about our Terms, please contact us at nicole@nexsus.ai.