Terms of Service

Last updated April 29, 2024.

THIS IS A BINDING LEGAL CONTRACT. PLEASE REVIEW IT CAREFULLY.

1. GENERAL

The following Terms of Service (the “Terms of Service“, “Terms“) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you“), and SaruAI LLC (“Company,” “we“, “us,” “our“), concerning your access to and use of SaruAI LLC websites (“Websites“), mobile applications (“Apps“), as well as any other related products and services (together with the Websites and Apps, collectively, the “Services“). By accessing or using any part of the Services, you represent that you have read, understood, and agreed to be bound by these Terms, and any policies referenced within (“Policies”), including our Privacy Policy.

Supplemental terms or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates.

You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are posted. IF YOU DO NOT AGREE TO ABIDE BY ALL OF THESE TERMS, THEN YOU ARE NOT AUTHORIZED TO USE, ACCESS, OR PARTICIPATE IN THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

The Services are intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Services. If you are a minor, you must have your parent or guardian read and agree to these Terms of Service prior to you using the Services. We recommend that you print a copy of these Terms for your records.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE. YOU AND SARUAI AGREE THAT, EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND SARUAI WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS EXPLAINED IN THAT ARBITRATION CLAUSE.

2. OUR SERVICES

The Services allows users to access and use a variety of educational and edutainment services, including learning or practicing a language. Our Services are not intended for distribution to or use by any individual or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or would subject us to any registration requirements within such jurisdiction or county.

Modifications to Service

We may, by our sole discretion and at any time, update, change, suspend, make improvements to or discontinue any aspect of the Service, temporarily or permanently. You agree that we shall not be liable to you or to any third party for any update, change, improvement, or discontinuation of Service,

3. PROPRIETARY RIGHTS ON CONTENT

All content available through the Service, including content, information, text, audio, video, photos, images, photos, graphics, designs, and their selection and arrangement, as well as all source code, lesson material, databases, functionality, software (collectively, the “Service Content”), together with all logos, trademarks, and service marks contained therein (the “Marks”) are the proprietary property of us or our licensors.

The Service Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Service Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use only.

4. USER REPRESENTATIONS

By using the Services, you represent and warrant to us that: (1) you agree to be bound by these Terms of Service and with all applicable laws, rules, and regulations of the United States and any other relevant jurisdiction, including those regarding online conduct or acceptable content; (2) you are of legal age in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Services; (3) you are not under the age of 13; and (4) you agree any personal information provided to us is governed by our Privacy Policy.

If you provide any information that is inaccurate, not current, or incomplete, you recognize it’s your responsibility to correct such information in a timely manner, and we have the right to suspend, terminate, or delete your account and personal information, as well as refuse any and all current or future use of the Services.

5. ACCEPTABLE USE OF THE SERVICES

You are responsible for your use of the Services, and for any use of the Services made using your accounts or devices. When you use the Services, you agree to be bound by these Terms, which include compliance with designated acceptable uses and prohibited activities. Pursuant to these terms, we hereby grant you a non-exclusive, non-transferable license to use the Services solely for personal, non-commercial purposes.

Neither the Services, Service Content, nor Marks, whether in whole or in part, may be used, copied, reproduced, adapted, modified, compiled, merged, republished, uploaded, posted, shared, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited commercially, without obtaining our explicit prior written permission.

If you wish to make any use of the Services, Service Content, or Marks other than as set detailed in our Terms, please send a request to help@saruai.com. If we ever grant you the permission to share, post, reproducing, or publicly display any part of our Services, Service Content, or Marks, you must clearly identify us as the owners or licensors of such material and ensure that any copyright or proprietary notice appears or is clearly visible on such material for any and all people. We reserve the right to deny any requests. We reserve all rights not expressly granted to you in and to the Services, Service Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Terms of Service and your right to use our Services will terminate immediately.

6. SUBMISSSION OF CONTENT

As condition of submitting any ratings, reviews, comments, suggestions, ideas, feedback, questions, or other material on or related to the Services (collectively “User Content“), you hereby grant us a full-paid, royalty free, perpetual, irrevocable, worldwide, non-exclusive, transferable, and sublicensable license to use, reproduce adapt, modify, compile, merge, publicly display, distribute, translate, and create derivative works from the User Content. You further acknowledge and agree that we shall have exclusive ownership, including intellectual property rights and proprietary rights, of such User Content and have the unrestricted right to use and disseminate them for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You will not post, publish, upload, transmit, display, or share through the Service any User Content that:

is abusive, bullying, discriminatory, threatening, hateful, harmful, illegal, libelous, defamatory, offensive, obscene, sexually explicit, false, inaccurate, deceitful, or misleading.
violates any law, or infringes upon the right of any third party, including any and all intellectual and property rights, copyrights, trademarks, or privacy.
inhibits or restricts any other person from using the Service, or expose SaruAI, its officers, employees, affiliates, or its users to any harm or liability of any kind

You also warrant that:

any User Content you provide is original to you, or that you have the necessary rights and licenses to submit such User Content, and that you have the full authority to grant us the above mentioned rights and exclusive ownership in relation to said User Content.
your User Content does not constitute any confidential, proprietary information or trade secrets.

You are solely responsible for your User Content and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

7. PROHIBITED ACTIVITIES

As a user of the Services, you acknowledge that you have read and agree:

You will not harass, annoy, bully, disparage, abuse, mislead, or otherwise harm, in our opinion, us, the Services, our employees and agents, or other users, for any reason, nor use any information obtained from the Services in order to harass, annoy, bully, disparage, abuse, mislead, harm or impersonate another person.
You will not access or use the Services through any unauthorized software or scripts, nor automated means, including but not limited to robots, scripts, emulators, any data mining tools, or other data extraction, scraper, gathering or aggregation tools.
You will not systematically retrieve any information, Service Content, or User Content to create, compile, or aggregate, directly or indirectly, a collection or database without explicit prior written permission from us.
Except as permitted by applicable law, you will not reverse engineer, decompile, disassemble, or decipher any of the software or infrastructure comprising or in any way making up a part of the Services, nor copy or adapt the Services software, code, and infrastructure.
You will not use the Services for any illegal or unauthorized purposes and to comply with all applicable laws and regulations in your use of the Services.
You will not attempt to bypass, circumvent, disable, or otherwise interfere with any security, user authentication, or authorization related features or components of the Service, including features that prevent or enforce limitations on the use of the Service, or use or copying of any Service or User Content.
You will not attempt to abuse, disrupt, create undue burden, spam, or transmit viruses, Trojan horses, spy ware or passive collection mechanisms (pcm), on the Services, any connected or affiliated networks, platforms, services, or any user support services, nor submit any false reports.
You will not use the Services in connection with any commercial endeavors, including but not limited to efforts to compete with us or revenue generating enterprise, except those that are approved with explicit prior written permission from us.

8. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, User Content, as well as data relating to your use of the Services. Although we perform regular routine backups of data and User Content, corruption or loss of user data can occur at any time, including before or during backup processes or data transmission. You recognize and agree that you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss, failure to store, or corruption of any such data or User Content, and you hereby waive any right of action against us arising from any such loss, failure to store, or corruption of such data.

9. PURCHASES AND PAYMENTS

In using our Services, you agree to provide accurate, complete, and current purchase and account information for all purchases or transactions related to our Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and provide you uninterrupted Services.

You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions, or other monetary transaction interactions. We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law. If you do not wish to pay the new subscription fee, you can cancel the applicable Subscription prior to the change and your renewal going into effect. All payments will be processed in USD. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any purchase, order, or subscription placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

10. LICENSE TO MOBILE APPS

Pursuant to the Terms of Service, we grant you a non-transferable, non-exclusive license to download, install, and use one copy of each mobile application (“App”) we directly sell, provide, or distribute, for use in object code format only on an interactive device that you own or control, and to access and use the Services on such a device strictly in accordance with these Terms. You may not decompile, reverse engineer, derive, translate, decrypt, or attempt to derive the source code of all or any portion of any App, nor permit any third party to decompile, reverse engineer, derive, translate, decrypt, or attempt to derive the source code of all or any portion of any App. Furthermore, you agree to not use the App for any revenue-generating endeavor, commercial enterprise, competing or substituting experience, nor make App available over any network or environment that permits remote use of the Services, nor multiple users or devices at the same or different times.

We retain exclusive ownership of all intellectual property rights and other rights associated with the Apps or Services, including any and all subsequent modifications, corrections, or derivative works thereof.

App Stores

When you obtain any App from an App Store, including but not limited to Apple Store or Google Play, you are granted a non-transferable license, non-exclusive license to use the App on a supported device, in accordance with the applicable Terms of Service of said App Store.

You acknowledge that the applicable App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of any App to conform to any applicable warranty, you may notify the applicable App Store, and the App Store, in accordance with its terms of service, may refund the purchase price, if any, paid for the App by you; and to the maximum extent permitted by applicable law, the App Store will have no other warranty obligation whatsoever with respect to the Apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You acknowledge that the App Store is not responsible for addressing any claims issued by or for you, or any third party relating to the Apps, your possession, or your use of any App or the Services, including, but not limited to: product liability claims; any claim that an App fails to conform to any applicable legal or regulatory requirement; and any claims arising under consumer protection or similar legislation.

You acknowledge that, in the event of any third-party claim that any App, your possession, or your use of any App or the Services, infringes on that third party’s intellectual property rights, SaruAI, not the applicable App Store, its owners, partners, nor partners, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.

You must comply with applicable third-party terms of agreement when using any App. You acknowledge and agree that the App Store, its affiliates and subsidiaries, are third-party beneficiaries of these Terms of Service as they relate to your license of the Apps, and that, upon your acceptance of these Terms, that the applicable App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms against you as a third-party beneficiary thereof.

11. SUBSCRIPTIONS & IN-APP PURCHASES

If you purchase an auto-renewing periodic subscription through our Services, your account will be billed continuously for the subscription until you terminate it as follows: After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically renew for an additional equivalent period. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will have to go to Settings and follow the instructions to terminate or change your subscription, even if you have deleted your account. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the subscription.

12. REFUND POLICY

All payments are nonrefundable. There are no refunds for partially used membership periods, and if you cancel a subscription, you will have access to the Service through the end of the subscription period. However, we may grant refunds or credits on a case-by-case basis at our sole discretion.

13. CONTRIBUTION LICENSE

You and Services agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including Settings).

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you.

14. THIRD PARTY LINKS, SITES, AND ADVERTISERS

This Service may contain links and advertisements to other third-party platforms, sites, other mobile applications, special offers, or promos that are not owned or controlled by us. We do not endorse, represent, nor assume any responsibility for any such links and advertisements. By clicking on a third-party link, you will be directed to that platform, website, or mobile application, and subject to the privacy policies, practices, and terms of use that will be different from those disclosed here. We assume no responsibility for the independent policies, practices, terms of use, and privacy policies of any linked third-party platforms, sites, and mobile applications, and strongly advise you to review them prior to use.

15. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your User Content or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all User Content that are excessive in size, older than a cutoff date, or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

16. PRIVACY POLICY

Use of the Service is also governed by our Privacy Policy: www.saruai/privacy. By using the Services, you consent to be bound by the Privacy Policy.

17. TERM AND TERMINATION

These Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), OR IMPOSE NEW OR ADDITIONAL LIMITATIONS ON ACCESS TO AND USE OF THE SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED OR SHARED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. This includes but is not limited to, deactivating or deleting accounts or User Content that are inactive for an extended period of time. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

18. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

19. GOVERNING LAW

These Terms of Service shall be governed by and defined following the laws of the State of California, United States of America. SaruAI and yourself irrevocably consent that the courts of the County of San Francisco shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Terms of Service.

20. DISPUTE RESOLUTION & ARBITRATION

By agreeing to be bound by these Terms, in the event the Parties are unable to resolve any Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration pursuant to the Federal Arbitration Act. YOU UNDERSTAND YOUR AGREEMENT TO ARBITRATION MEANS YOU ARE GIVING UP YOUR RIGHT TO FILE A LAWSUIT IN COURT AND THE RIGHT TO A TRIAL BY JURY, AND INSTEAD DISPUTES WILL BE DECIDED BY A NEUTRAL ARBITRATOR. Arbitrations for any disputes between us will be conducted by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”). For more information about arbitration, the AAA and arbitration process, please consult the American Arbitration Association website at adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in San Francisco, California, USA. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in San Francisco, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

ERRORS, INACCURACIES, AND OMISSIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions that may be related to information in our Services, including descriptions, pricing, promotions, offers, availability, translations, and other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services or any related apps, websites, or platforms at any time, without prior notice.

21. DISCLAIMER

THE SERVICES ARE PROVIDED TO YOU ON AN AS-IS AND AS-AVAILABLE BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESSED OR IMPLIED, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY: (1) AS TO THE OPERATION OR AVAILABILITY OF THE SERVICES, THE INFORMATION, SERVICE CONTENT, MATERIALS, OR PRODUCTS INCLUDED THEREON, (2) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (3) AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR CURRENCY OF ANY CONTENT, MATERIAL, INFORMATION, ON THE SERVICE OR APPS LINKED TO THE SERVICES, OR CONSENT PROVIDED THROUGH THE SERVICES, (4) THAT THE SERVICE, THE APPS, THE CONTENT, OR ANY CORRESPONDANCE SENT ON BEHALF OF US ARE FREE OF BUGS, VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (5) FOR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (6) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT DISPLAYED, POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, AND (7) FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

22. LIMITATIONS OF TYPES OF DAMAGES/ LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE ACCESS OR USE OF, OR THE INABILITY TO ACCESS OR USE, HE SERVICES OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO THE LOSS OF USE OF THE SERVICE, INACCURATE RESULTS, LOST PROFITS, BUSINESS INTERRUPTION, LOST REVENUE, LOSS OF DATA, DAMAGES STEMMING FROM LOSS, CORRUPTION, OR INACCURACIES OF DATA, THE COST OF RECOVERING ANY DATA, THE COST OF SUBSTITUTE SERVICES, OR CLAIMS BY THIRD PARTIES FOR ANY DAMAGE TO COMPUTERS, MOBILE DEVICES, OR OTHER PROPERTY, OR ANY OTHER DAMAGES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY INITIAL CAUSE OF ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

By using the Services, you understand and agree that we have set our prices and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms of Service, which allocate risk between us and form the basis of a bargain between the parties.

23. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including all of our directors, officers, employees, subsidiaries, affiliates, contractors, agents, licensors, partners, successors, and assigns, from and against any and all losses liabilities, claims, obligations, demands, and damages whatsoever, including reasonable attorneys’ fees and expenses, made by you or any third party related to or arising out of your access or use of the Services, any false representations made to us, any breach of these Terms, your violation of the rights of a third party, including but not limited to intellectual property or copyrights, any overt harmful behavior toward any other user of the Services, or any claim that any information or translation we provide to you is inaccurate, inappropriate, or defective in any way whatsoever.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

24. Notice for Claims of Intellectual Property Violations and Copyright Infringement

We respect the intellectual property rights of others and expect our partners, affiliates, and users to do the same. If you are a copyright owner, authorized to act on behalf of one, or authorized to act under an exclusive right under copyright, and have a good faith belief that any material available through the Service infringes upon your copyrights, you may submit a DMCA Notice of Alleged Infringement (“Notice”) to us, in accordance with the Digital Millennium Copyright Act of 1998, by providing us with the following information in writing:

Identify the copyright work you claim has been infringed.
Identify the material or link you claim is infringing (or subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link, detailed description, or exact location where such material may be found on the Service.
Provide your company affiliation (if applicable), mailing address, telephone number, and email address.
A statement by you that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g. as fair use)
A statement by you, made under the penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner, authorized to act on behalf of the owner, or authorized to act under any exclusive right under the copyright that is allegedly infringed.
Provide your full legal name, and your electronic or physical signature.

Deliver this Notice, with all items completed by email to abuse@saruai.com. You acknowledge that if you fail to comply with all the requirements listed above, your notice may not be valid. Misrepresentations of infringement can result in liability for monetary damages. You may want to consult with legal counsel before taking action pursuant to DMCA. You can read Copyright Law – 17 U.S.C. §512(c)(3) for more information.

25. Filing a DMCA Counter-Notice to Restore Content Removed from the Service

If you believe you are the wrongful subject of a DMCA Notice, and your content was removed (or access was disabled) is not infringing, or that you have authorization from the copyright owner, authorized to act on behalf of one, or authorized to act under an exclusive right under copyright, you may file a Counter Notice to us by providing us with the following information in writing:

Identify the material or link that was removed, or which access was disabled, including at a minimum, if applicable, the URL of the link, detailed description, or exact location where such material may be found on the Service.
Provide your company affiliation (if applicable), mailing address, telephone number, and email address.
A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or the federal district courts located in San Francisco County, California, if you reside outside of the United States), and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.
A statement by you, made under the penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
Provide your full legal name, and your electronic or physical signature.

Deliver this Notice, with all items completed by email to abuse@saruai.com. You acknowledge that if you fail to comply with all the requirements listed above, your notice may not be valid. You may want to consult with legal counsel before taking action pursuant to DMCA. You can read Copyright Law – 17 U.S.C. §512(c)(3) for more information.

Upon receipt of a valid counter-notice, we will forward it to the notifying party who submitted the original copyright infringement DMCA notice. The original Notifying Party (or copyright holder they represent) will then have ten (10) days to notify us that they have filed legal action relating to the allegedly infringing material to restrain you from engaging in infringing activity related to the content that was removed or disabled. If we do not receive any such notification within ten (10) days, we may restore the material to the Service. If we do not receive any such notification, we may reinstate the material. Please note that when we forward the counter-notice, it will include your personal information, and that by submitting a counter-notice you consent to having your information disclosed as such to the Notifying Party.

26. ELECTRONIC COMMUNICATIONS AND SIGNATURES

Visiting the Services, sending us emails, using any chat tool or online forms to reach us constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

27. CALIFORNIA RESIDENTS

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, if any complaint with us is not satisfactory resolved, you can report concerns to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210.

28. MISCELLANEOUS

These Terms of Service, our Privacy Policy, and other policies posted by us on or in respect to the Services, constitute the entire agreement between SaruAI LLC and you concerning the subject matter hereof. Any failure by us to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined by a court of competent jurisdiction to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms, and does not affect the validity and enforceability of any remaining provisions, which shall otherwise remain in full force and effect.

There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms. We may assign any or all of our rights or obligations to others at any time, without condition. These Terms of Service will be binding upon and inure to the benefit of SaruAI LLC and you, and our and your respective successors and permitted assigns.

29. CONTACT US

If you have any questions, feedback on our Terms of Service, wish to receive further information regarding the use of our Services, or wish to resolve a complaint regards the use of our Services, please contact us at help@saruai.com.