Terms of Service

Subject to this Agreement, the Company hereby grants you a non-exclusive right to access and use the Services. As part of the Services, the Company may provide you with certain application programming interfaces (APIs), API access tokens, HTML scripts, data import tools, or other software as applicable (collectively, "APIs"). You are entirely responsible for provisioning and managing your user accounts and your compliance with this Agreement.

The Services are subject to modification and change. No guarantees are made with respect to the Services' quality, stability, uptime, or reliability, unless otherwise agreed between the parties in an order form.

The Company will maintain a security program in accordance with industry standards that is designed to (i) ensure the security and integrity of Your Content; (ii) protect against threats or hazards to the security or integrity of Your Content; and (iii) prevent unauthorized access to Your Content.

The Company may monitor your use of the Services to assess compliance with this Agreement and the quality of operations of the Services and to make improvements to the Services.

By accessing the Website or the Services, you confirm that you are at least thirteen (13) years old and meet the minimum age of digital consent in your country. If you are old enough to access the Website or the Services in your country but not old enough to have authority to consent to our terms, your parent or guardian must agree to our terms on your behalf.

By using the Website or Services, you may provide the Company with personal information like your email address, user name, billing information, or other data you upload to the Service. Please read our Privacy Policy which explains how we use your data.

You will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify the Company promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Services, and (ii) be responsible for obtaining and maintaining any equipment, software, and ancillary services needed to connect to, access, or otherwise use the Services.

The Company may grant you infrastructure on which you access, modify, or otherwise use models trained by third parties and/or with third-party data (collectively, "Third-Party Models"). Such models may come with their own terms and conditions. It is your responsibility to comply with the terms and conditions of those models. In case of any conflict between this Agreement and such terms, the model terms govern.

When using the Services, you may provide input to the Services in the form of text, images, or prompts (collectively, "Your Content") and based on Your Content, you will receive output from the Services ("Output"). You shall be responsible for all of Your Content and Output, including ensuring that it does not violate this Agreement, while using the Services.

When using the Services, in your Privacy & Security setting, you have the ability to control how your data is handled. By choosing "No", you are enabling Zero Data Retention ("ZDR") for your use of the Services. Under ZDR, your data and outputs are not stored, retained, or used for model training, product improvements, or any other purpose beyond the time required to process the specific request or transaction. ZDR applies only from the moment you enable it and does not affect any data processed prior. If you choose to enable ZDR, you acknowledge that the Company will not use your data and outputs to train models, improve Services, or for other secondary purposes except as needed to provide the Services to you.

You will not use the Services to transmit or provide to the Company any financial or medical information of any nature or any sensitive personal data (e.g., social security numbers, driver's license numbers, birth dates, personal bank account numbers, passport or visa numbers, and/or credit card numbers).

You are strictly prohibited from using the Services to communicate any message or material that (i) is libelous, harmful to minors, obscene, or constitutes pornography; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) constitutes or encourages conduct that could constitute a criminal offense.

You will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create, or derive, or permit or assist any third party to create or derive, the source code underlying the Services; (b) attempt to probe, scan, or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization or wilfully render any part of the Services unusable; (c) use or access the Services to develop a product or service that is competitive with the Company's products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Services or otherwise offer the Services on a standalone basis; (e) make calls through the API that exceed limits on the number and frequency of such calls or take any action that imposes an unreasonable or disproportionately heavy load on the API or the Services or that negatively affects the ability of others to access or use the API or Services; (f) introduce any virus, worm, Trojan horse, malware, or other malicious code through the API or to the Services; or (g) otherwise use the Services in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder or in the applicable order form.

In addition to any fees set forth in an applicable order form, you will pay the Company all fees charged to your account according to the prices and terms on the applicable Pricing Page or as otherwise agreed in writing (collectively, "Fees"). You will provide complete and accurate billing information, including a valid and authorized payment method. Your account will be charged an initial prepaid balance. You authorize the Company to replenish your account by charging a minimum or the higher average monthly usage to Customer's payment instrument each time Customer's account balance falls below the replenishment threshold. You authorize the Company, its affiliates, and its third-party payment processor(s) to charge your payment method for the Fees. Except as otherwise specified herein or in such order form, payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.

The Company may suspend your access to the Services immediately upon notice if you fail to pay any amounts hereunder at least five (5) days past the applicable due date.

All amounts payable hereunder are exclusive of any sales, use, and other taxes or duties, however designated (collectively "Taxes"). You will be solely responsible for payment of all Taxes.

Credits or prepaid balances funded via ACH, wire transfer, or other delayed-settlement payment methods will not be available for use until the Company has received and confirmed clearance of the underlying funds. The Company is not responsible for any delays in Service access resulting from the time required for such payments to clear, or for any failed, reversed, or returned payments.

The Company exclusively owns all right, title, and interest in and to the Website, the Services, the Professional Services deliverables, Usage Data, and all related data, (collectively, "Company IP"). Subject to your compliance with this Agreement, the Company hereby grants you a non-exclusive, non-sublicensable right and license to use the Company IP as permitted by this Agreement. Company reserves all of its intellectual property and other proprietary rights not expressly granted to you herein.

As between you and Company, you exclusively own all right, title, and interest in Your Content and Output. You acknowledge that your use of the Services and any Output does not grant you ownership of any Company IP or in any underlying technologies. You grant Company a limited license to access, host, use, copy, and otherwise operate Your Content and Output solely as necessary to provide the Services.

All Third-Party Models remain the intellectual property of their respective third-party provider.

We may collect and generate aggregated or de-identified technical data relating to your access to and use of the Services ("Usage Data"). Usage Data may include information such as system logs, performance metrics, model-usage statistics, metadata, and other operational information but excludes Your Content or any personal information. We may use the Usage Data for purposes including improving, maintaining, and securing the Services, developing new features or services, monitoring for abuse, and conducting analytics. The Company will not use Usage Data in a manner that identifies you.

If you share feedback with the Company, you grant us a perpetual, worldwide, irrevocable, royalty-free license to use it without restriction.

The term of this Agreement will commence on the date you first use the Service or the applicable effective date of an Order, whichever is earlier, and will continue until terminated as set forth in this Section, (the "Term").

This Agreement will remain in full force and effect until your use of the Service stops or is terminated by the Company. We reserve the right to suspend your access to the Service or terminate this Agreement if (i) we determine you have breached this Agreement, (ii) we need to prevent a credible risk of harm or liability to the Company or a third party; or (iii) we are required to do so by law. We will take reasonable steps to provide you with written notice prior to such suspension or termination. You may not cancel or terminate this Agreement without our express written consent.

The Company warrants that (a) the Services will perform materially as described in the standard usage documentation for the Services and will not materially decrease the overall functionality of the Services during the applicable subscription term (the "Performance Warranty"), and (b) any Professional Services will be provided in a professional and workmanlike manner (the "Professional Services Warranty").

The Company will use reasonable efforts to correct a verified breach of the Performance Warranty or Professional Services Warranty reported by Customer. These procedures are Customer's exclusive remedies and the Company's sole liability for breach of the Performance Warranty or Professional Services Warranty.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER'S USE OF THE SERVICES IS AT CUSTOMER'S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Samaira.ai COMPUTER SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT WERE FAILED TO BE SENT USING THE Samaira.ai COMPUTER SOFTWARE, AND CUSTOMER ACKNOWLEDGES THAT THE INSIGHTS OR COMMUNICATIONS PROVIDED BY THE SERVICES DO NOT CONSTITUTE PROFESSIONAL ADVICE OR COUNSEL. Samaira.ai COMPUTER IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY PLATFORMS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION. Samaira.ai COMPUTER MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

The term of this Agreement will commence on the Effective Date and continue until your use of this Website, the Services, or Professional Support stops or until terminated by the Company.

Upon expiration or termination of this Agreement, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to payment, intellectual property, proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination, and the general provisions below.

The Company will not use your name or trademarks in any publicity (e.g., use of Customer name and/or logo in marketing materials, press releases, customer references, and case studies) without your prior written consent. You may not use Company name, logo, or trademarks without the Company's prior written consent.

Neither party hereto may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

Nothing contained herein will in any way constitute any association, partnership, agency, employment, or joint venture between the parties hereto or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

This Agreement comprises the entire agreement between you and the Company with respect to its subject matter and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations, and agreements (oral and written). No oral or written information or advice given by the Company, its agents, or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

Neither party will be deemed in breach hereunder for any cessation, interruption, or delay in the performance of its obligations due to causes beyond its reasonable control ("Force Majeure Event"), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment, or decree.