Terms of Service

Thanks for using the Solase services (including its website, agentic artificial intelligence platform, agents created through the platform, mobile and web-based applications, and any other tools, products, or services provided by Solase, Inc. that link to or reference these Terms) (collectively, the “Services”). The Services are provided by Solase, Inc., a Delaware corporation (“Solase,” “we,” “our,” or “us”), located at 825C Merrimon Ave, Suite 333, Asheville, NC 28804, U.S.A.

By using our Services, you are agreeing to these Terms of Service (“Terms”). Please read them carefully. Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. If additional terms or conditions are available with or applicable to the relevant Services, then those additional terms become part of your agreement with us if you use those Services. By accessing or using the Services, you intend and agree to be legally bound by these Terms. You may wish to print or save a local copy of the Terms for your records.

YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS OF SERVICE LIMIT OUR LIABILITY AND THAT YOU ARE RELEASING US FROM VARIOUS CLAIMS IN SECTIONS 9 AND 10 BELOW. YOU FURTHER ACKNOWLEDGE THAT AI AGENTS YOU CONFIGURE THROUGH THE SERVICES MAY TAKE ACTIONS AUTONOMOUSLY ON YOUR BEHALF AND THAT YOU ARE RESPONSIBLE FOR THOSE ACTIONS AS DESCRIBED IN SECTION 6. THESE TERMS ALSO CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 14 THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS WITH RESPECT TO THE SERVICES.

1. Using our Services

You must follow any policies made available to you within the Services, including, as applicable, the Anthropic Usage Policy (available at https://www.anthropic.com/legal/aup), the OpenAI Usage Policy (available at https://openai.com/policies/usage-policies/), and the usage policies of any other third-party AI model provider whose model you select or whose API key you use with the Services (each, a “Model Provider”). Because the Services allow you to switch among Model Providers, you are responsible for complying with the policies of each Model Provider whose model processes Your Input or performs actions for your Agent (as defined in Section 6.1 below).

Don’t misuse our Services. For example, don’t interfere with our Services, try to access them using a method other than the interface and the instructions that we provide, or extensively or automatically copy any content from the Services (in other words, no scraping). You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies, if we are investigating suspected misconduct, or for any other reason.

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access through them (“Content”). You may not use Content, except as permitted in these Terms, by its owner, or as otherwise permitted by law. These Terms do not grant you the right to use any branding or logos used in our Services, including the Solase name and logo. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.

Our Services display some Content that is not our own. For example, some Content belongs to our advertisers, other third parties, or other users (collectively, “Third Party Content”) or is Your Input (as defined in Section 5 below). We are not responsible for, and you waive all of our liability with respect to, Third Party Content or Your Input. Third Party Content and Your Input is the sole responsibility of the individual or entity that makes it available via the Services. We may review Third Party Content or Your Input to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third Party Content or Your Input that we believe violates our policies or the law. But we do not generally review content beforehand, and we are not obligated to do so.

In connection with your use of the Services, you consent to receive service announcements, administrative messages, and other information, which we may send at any time of day. You may opt out of our marketing emails by clicking on the “unsubscribe” link in marketing e-mails or texting “Stop” or “Do Not Send” in response to text messages. Please be aware that there may be a brief period before we are able to process your opt-out.

Some of our Services are available on mobile devices or may utilize SMS/iMessage, which may cause you to incur SMS or data charges with your wireless provider. Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the mobile or SMS/iMessage features (as applicable).

2. Your Account

You may need an account in order to use the Services. If you create your own account, you agree that all registration information you give us will be accurate and current. If your account has been assigned to you by an administrator, such as your employer, different or additional terms may apply and your administrator may be able to access or disable your account. You will timely notify us of any changes to any of the foregoing information. You are responsible for controlling access to any PCs, mobile devices, or other end points that you allow to store your Services password, or on which you enable a "Remember Me" or similar functionality ("Activated Device"). Accordingly, you agree that you will be solely responsible for all activities that occur under your Services accounts, including the activities of any individual with whom you share your Services account or an Activated Device.

To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your account. If you learn of any unauthorized use of your password, please contact us at support@solase.ai.

3. Payment

3.1 You agree to pay all amounts owed to us for the Services under any terms, policies or other written or electronic agreement we may have in place. We may require you to maintain valid credit card or other payment account information with us in order to receive the Services, and if so, you hereby authorize us to charge your credit card or other payment account for the Services. Any failure to maintain valid, up-to-date payment information with us or to keep your payments current will constitute a material breach of these terms, for which we may suspend or terminate your access to the Services immediately without notice. Interest will be charged on all unpaid delinquent amounts at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lesser. You agree to reimburse us for all collection agency fees, attorneys’ fees and other costs we may incur to collect delinquent amounts you owe to us.

3.2 The Services may permit you to either (i) supply your own API key or other credentials for a Model Provider (“Your API Key”), or (ii) use AI compute that we procure from a Model Provider on your behalf (“Managed Compute”). If you use Your API Key, you are solely responsible for all fees, usage limits, and obligations under your agreement with that Model Provider, and we have no liability for charges incurred under Your API Key, including charges resulting from actions taken by your Agents. If you use Managed Compute, you agree to pay the usage-based fees we publish or otherwise communicate to you, which include a markup over our underlying cost, and you acknowledge that Managed Compute fees accrue for all usage by your Agents, including usage resulting from scheduled, recurring, or autonomous tasks, whether or not you are actively monitoring the Services.

3.3 Subscription Plans and Billing Options. Access to the Services is offered on a subscription basis. When you subscribe, you may choose either (i) a monthly billing option, under which each billing term is one (1) month (a “Monthly Plan”), or (ii) an annual billing option, under which each billing term is twelve (12) months (an “Annual Plan”) (each monthly or annual period, a “Billing Term”). The subscription fee for each Billing Term, the Billing Term length, and the date on which you will be charged will be clearly displayed to you before you provide your payment information and before you confirm your purchase. Subscription fees for each Billing Term are charged and prepaid in full, in advance, at the start of that Billing Term. Usage-based Managed Compute fees described in Section 3.2 are separate from and in addition to subscription fees.

3.4 Automatic Renewal. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING TERM FOR A SUCCESSIVE BILLING TERM OF THE SAME LENGTH (ONE MONTH FOR A MONTHLY PLAN OR TWELVE MONTHS FOR AN ANNUAL PLAN), AND WE WILL AUTOMATICALLY CHARGE YOUR PAYMENT METHOD ON FILE THE THEN-CURRENT SUBSCRIPTION FEE FOR THE RENEWAL BILLING TERM ON THE FIRST DAY OF THAT TERM, UNLESS YOU CANCEL BEFORE THE RENEWAL DATE AS DESCRIBED IN SECTION 3.5. By subscribing, you expressly consent to these recurring charges. For Annual Plans, we will send you a written reminder by email at least fifteen (15) days, but no earlier than forty-five (45) days (or such other period as applicable law requires), before your renewal date stating the renewal date, the renewal fee, any changes to your subscription terms, and how to cancel. If the subscription fee or other material terms will change upon renewal, we will notify you in advance and the change will be disclosed clearly and conspicuously in that notice.

3.5 Cancellation and Account Deletion. Whether you are on a Monthly Plan or an Annual Plan, you may cancel your subscription and delete your account at any time during any Billing Term. You may cancel online, at any time, through the account or billing settings within the Services, by selecting the clearly labeled “Cancel Subscription” option, or by emailing us at support@solase.ai. We will not require you to speak with a representative or take any additional steps to complete cancellation, and we will confirm your cancellation by email. Cancellation stops all future automatic renewal charges. Unless you elect to delete your account immediately, your access to the Services will continue through the end of the Billing Term for which you have already paid, after which your subscription will end and will not renew. If you elect to delete your account, deletion will occur as described in Section 8, and your access to the Services will end immediately.

3.6 NO REFUNDS. IMPORTANT: ALL SUBSCRIPTION FEES ARE PREPAID AND NON-REFUNDABLE. IF YOU CANCEL YOUR SUBSCRIPTION OR DELETE YOUR ACCOUNT BEFORE THE END OF A BILLING TERM, YOU WILL NOT RECEIVE A REFUND OR CREDIT OF ANY KIND FOR ANY AMOUNTS ALREADY PAID FOR THE CURRENT BILLING TERM, INCLUDING ANY UNUSED PORTION OF A MONTHLY PLAN OR AN ANNUAL PLAN. THIS MEANS THAT IF YOU CANCEL AN ANNUAL PLAN PART-WAY THROUGH THE YEAR, YOU WILL NOT RECEIVE BACK ANY PORTION OF THE ANNUAL FEE YOU PAID. Before you complete cancellation or account deletion, we will display a clear and conspicuous notice in the Services reminding you that no refund will be issued for the current Billing Term, and, if you delete your account, that your access will end immediately and your data will be permanently deleted. Nothing in this Section limits any refund, credit, or other right that cannot be waived under applicable law, including any refund or credit required if we fail to provide a renewal notice required by law.

4. Privacy and Feedback

Our privacy policy explains how we treat your personal information and protect your privacy when you use our Services. By using our Services, you agree that we can collect, use, and share data from you as described in our privacy policy. We are not responsible for any information or Content that you share with others via your use of the Services. You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of the Service.

If you submit feedback or suggestions about our Services, you agree that we may use your feedback or suggestions without obligation to you.

5. Content You Submit or Share

You may submit, upload, and share videos, pictures, text and other content to or through the Services (“Your Input”), and in doing so you must follow these Terms and the rules and policies referenced in these Terms. You retain ownership of any intellectual property rights that you hold in Your Input. In short, what belongs to you stays yours.

When you upload, submit, or otherwise share Your Input to or through our Services, you give us (and those we work with, including Model Providers and Third-Party Services you direct your Agents to use) a royalty-free, worldwide license, for so long as Your Input is stored in or processed by the Services and for a reasonable period thereafter needed to complete deletion (subject to any applicable privacy laws), to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that Your Input works better with our Services), communicate, publish, publicly perform, publicly display and distribute Your Input. The rights you grant in this license are for the limited purpose of operating and improving our Services, carrying out the instructions you give your Agents, and developing new Services. Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.

You agree that you will not use the Services, and will not instruct, configure, or permit any Agent to, to:

• Violate any law or a third-party’s rights;
• Submit excessive or unsolicited commercial messages or spam;
• Submit, upload, store, or process protected health information as defined under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), or payment card information (including full primary account numbers, card verification codes, or other cardholder data subject to the Payment Card Industry Data Security Standard). You acknowledge that we are not a business associate under HIPAA, have not entered into a business associate agreement with you, and do not maintain PCI DSS compliance;
• Submit or create malicious content or viruses;
• Submit or create illegal material;
• Harass or bully others;
• Access, use, or interact with any website, application, or service through automated means, AI agents, headless browsers, or scraping tools where the operator of that website, application, or service prohibits such access in its terms, robots exclusion protocols, or other technical or contractual restrictions;
• Plan, promote, facilitate, finance, or engage in terrorism, human trafficking, sexual exploitation, child sexual abuse material, criminal conspiracy, fraud, or any other criminal activity; or
• Submit or create content that is hate speech, threatening or pornographic, that incites violence or that contains nudity or graphic or gratuitous violence.

We maintain certain automated safety measures designed to detect content relating to self-harm, child sexual exploitation, human trafficking, and similar serious harms. You agree that we may, without liability to you, block, interrupt, or decline to complete any request or Agent action, display crisis resources, and report content or activity to law enforcement, the National Center for Missing & Exploited Children, or other appropriate authorities where we believe in good faith that doing so is necessary to protect the safety of any person or is required by law. These safety measures are not comprehensive, may not detect all prohibited content, and do not relieve you of your obligations under these Terms. We do not generally inspect the content you upload, and you remain solely responsible for the nature and legality of Your Input.

6. Agentic AI Services

6.1 Nature of Agents; Authorization. The Services allow you to create and configure artificial intelligence agents (“Agents”) that may, based on your instructions, prompts, configurations, permissions, and schedules (collectively, “Instructions”), take actions without your contemporaneous review, including reading, creating, modifying, sending, or deleting data; executing code; downloading and running software tools within the Agent’s workspace; and interacting with connected applications and services, including third-party applications and services. You expressly authorize each Agent to act on your behalf within the permissions you grant it, and you agree that all actions taken by your Agents are deemed to be actions taken by you and are your sole responsibility, whether or not you specifically anticipated, reviewed, or approved the particular action. Solase does not direct or approve the specific actions Agents take. Agents are part of the Services and are not portable to other services. When your use of the Services terminates, your Agents cease to be available.

6.2 Permissions, Autonomy, and Human Oversight. You control the scope of your Agents’ permissions and autonomy, including whether Agents may perform scheduled or recurring tasks and whether they may act without your confirmation. If you grant an Agent broad or unrestricted permissions, you accept that the Agent may take actions you did not intend or foresee. You agree to (a) grant Agents only the minimum permissions reasonably necessary for the tasks you assign; (b) use available confirmation, approval, or restriction settings for actions that are irreversible or that may have legal, financial, or reputational consequences, including deleting data, sending communications to third parties, entering into transactions, or modifying records in connected systems; (c) regularly monitor your Agents’ activity; and (d) promptly pause, modify, or disable any Agent that is behaving unexpectedly. You may pause, stop, or revoke the permissions of any Agent at any time through the Services, but actions an Agent has already taken, or that are in progress when you intervene, may not be reversible.

6.3 Our Intervention Rights. We may, but are not obligated to, monitor Agent activity and may, at any time and without prior notice or liability, throttle, pause, interrupt, roll back (where technically feasible), or terminate any Agent, task, or action that we reasonably believe violates these Terms or applicable law, threatens the security, integrity, or availability of the Services or any third-party system, exposes Solase or others to liability, or is necessary to comply with a request from a Model Provider, Third-Party Service, or governmental authority. Our exercise or non-exercise of these rights does not make us responsible for any Agent action.

6.4 Instructions and Prompts. You are solely responsible for your Instructions, including their accuracy, completeness, legality, and clarity, and for ensuring that your Instructions do not direct an Agent to violate these Terms, applicable terms for Third-Party Services (as defined in Section 6.5 below), applicable law, or the rights of any person. You acknowledge that Agents interpret natural-language Instructions probabilistically and may misinterpret ambiguous Instructions. You will not provide Instructions designed to bypass, disable, or circumvent our safety measures or those of any Model Provider (including through “jailbreaking” or prompt injection), and you will take reasonable steps to prevent untrusted content processed by your Agents (such as inbound emails, documents, or web pages) from causing your Agents to take unintended actions.

6.5 Connected Applications and Third-Party Services. The Services may allow your Agents to connect to, access, and act within third-party applications, platforms, APIs, Model Context Protocol servers, software tools, and websites, such as email, file storage, customer relationship management, and productivity services (collectively, “Third-Party Services”). By connecting a Third-Party Service, you (a) represent and warrant that you have all rights, authority, and consents needed to grant your Agents access to it and the data in it; (b) authorize us to access, retrieve, transmit, and modify data in the Third-Party Service as directed by your Agents; and (c) agree to comply with, and to configure your Agents to comply with, the terms of service, acceptable use policies, rate limits, and technical restrictions of each Third-Party Service, including any prohibition on automated or agent-based access. Third-Party Services are not controlled by Solase, and we are not responsible for their availability, security, accuracy, or conduct, or for any changes to, suspension of, or termination of your account with any Third-Party Service resulting from your Agents’ activity. Software tools that your Agents download into their workspaces are Third-Party Services and are used at your sole risk.

6.6 Model Providers and Model Switching. The Services operate on artificial intelligence models developed and operated by Model Providers, not by Solase. When you select or switch the model your Agent uses, Your Input, your Agent’s context, memory, and files, and your Instructions may be transmitted to and processed by the selected Model Provider. Solase does not develop, train, or control any Model Provider’s models and makes no representation regarding their behavior, safety, or performance. Different models may produce materially different results from the same Instructions, and you are responsible for evaluating your Agents’ behavior after any model change.

6.7 Payments and Transactions by Agents. The Services are not designed to make purchases, payments, or other financial transactions. If you nonetheless provide an Agent with access to payment credentials, financial accounts, or the ability to enter into transactions or agreements, you do so at your sole risk, you are bound by and solely liable for every resulting transaction or commitment, and Solase will have no liability for any unauthorized, erroneous, duplicative, or unintended purchase, payment, or commitment made by your Agent. Nothing in this Section permits you to submit payment card information in violation of Section 5.

6.8 Agent-Specific Prohibited Uses. In addition to the restrictions in Section 5, you will not use or configure any Agent to: (a) make decisions that produce legal or similarly significant effects on individuals, including decisions regarding employment, credit, housing, insurance, education, healthcare, or access to essential services, without meaningful human review; (b) provide legal, medical, financial, or other professional advice to third parties without review by a qualified professional; (c) impersonate any person, or communicate with any person without disclosure that they are interacting with an AI system where such disclosure is required by law; (d) conduct unauthorized security testing, credential stuffing, denial-of-service attacks, or attempts to access systems, accounts, or data without authorization; (e) send bulk or unsolicited communications, or place automated calls or texts, in violation of applicable law; (f) evade the rate limits, access controls, or anti-bot measures of any system; (g) acquire, deploy, or replicate copies of itself or other Agents outside the Services, or seek to obtain resources, permissions, or credentials beyond those you have expressly granted; (h) engage in surveillance, tracking, or profiling of individuals without lawful basis; or (i) operate weapons, critical infrastructure, or any system in which failure could reasonably be expected to cause death, personal injury, or severe property or environmental damage.

6.9 Outputs; No Reliance. Content, data, code, communications, and other materials generated by Agents or models through the Services (“Outputs”) may be inaccurate, incomplete, offensive, biased, or infringing, and may not be unique. As between you and Solase, and to the extent permitted by law, you own the Outputs, subject to the rights of Model Providers and third parties. You are solely responsible for evaluating the accuracy and suitability of all Outputs, including through human review where appropriate, before relying on, publishing, or acting on them. Outputs do not constitute professional advice and do not reflect the views of Solase.

6.10 Activity Logs and Recordkeeping. We maintain logs of Agent activity, including Instructions, tool calls, and actions taken, for security, troubleshooting, abuse prevention, compliance, and audit purposes. Logs are retained on a rolling basis for a limited period, after which they are deleted, and we do not guarantee that logs will be available for any particular purpose or period. You are responsible for maintaining any records of your Agents’ activities that you are required by law or contract to retain. We may use and disclose logs as reasonably necessary to investigate violations of these Terms, enforce our rights, respond to legal process, and comply with applicable law and our security and compliance obligations.

6.11 Credentials and Security. You are responsible for securing Your API Key and all credentials, tokens, and authorizations you provide to the Services or your Agents, for revoking them when no longer needed, and for promptly notifying us of any suspected compromise. We are not responsible for losses arising from your failure to secure, rotate, or revoke credentials.

6.12 Suspension for Agent Misuse. Without limiting Section 8, we may immediately suspend or terminate your access to the Services, any Agent, or any connected Third-Party Service integration, with or without notice, if (a) any Agent operating under your account violates these Terms or the terms or policies of a Model Provider or Third-Party Service; (b) we receive a complaint, cease-and-desist demand, or legal process relating to your Agents’ activity; (c) your Agents generate anomalous usage, excessive costs, or security events; (d) a Model Provider or Third-Party Service suspends or restricts access because of your activity; or (e) we reasonably believe suspension is necessary to prevent harm to any person, system, or Solase.

7. About Software in our Services

You may be required to download software (such as a mobile or desktop app) to use the Services or certain features of the Services, and the Services may enable you to access software running on our (or our vendors’) servers (collectively, “Software”). You agree that we retain the ownership of all rights, title, and interest in and to the Software. Certain Software may update automatically on your device once a new version or feature is available, and you consent to such automatic updating.

We give you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Software to access the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of our Services or Software, nor may you reverse engineer or attempt to extract the source code of the Services or Software, unless laws prohibit those restrictions or you have our written permission.

There may be software programs contained within or accessible from the Software that have been licensed to us by third parties. The term "Software" as used herein shall include this third-party software except where the term “Software” is used in the context of our ownership. The same terms and conditions, including all limitations and restrictions, set forth in these Terms apply to each third-party software program contained in the Software. You acknowledge and agree that any third-party components are owned by their applicable licensors. We do not make any representations or warranties about the operation or availability of such third-party software. Neither we, nor our licensors, shall be liable for any unavailability or removal of such third-party software. We are not responsible for any communications to or from such licensors, or for the collection or use of information by such licensors. You consent to the communications enabled and/or performed by such third-party software, including automatic updating of the third-party software without further notice. You agree that such third-party software licensors are intended third-party beneficiaries under these Terms.

8. Modifying and Terminating our Services

We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether, at any time, without any notice or liability.

You may cancel your subscription at any time as described in Section 3.5; however, as described in Section 3.6, NO REFUND WILL BE ISSUED FOR ANY AMOUNTS ALREADY PAID FOR THE CURRENT BILLING TERM. We may also stop providing Services to you, or add or create new limits to our Services, at any time.

You may delete your account at any time through the Services, whether you are on a Monthly Plan or an Annual Plan. DELETING YOUR ACCOUNT DOES NOT ENTITLE YOU TO A REFUND OF ANY SUBSCRIPTION FEES ALREADY PAID FOR THE CURRENT BILLING TERM. Upon deletion of your account, we will delete Your Input, Outputs, and Agent workspaces, memory, and files associated with your account in accordance with our privacy policy, except that log data will be retained on a rolling basis as described in Section 6.10 and we may retain information as required by law. Deletion is permanent, and you are responsible for exporting any data you wish to keep before deleting your account. Upon any termination, all Agents, scheduled tasks, and Third-Party Service connections under your account will be disabled.

Sections 6.1, 6.4, 6.7, 6.9, 6.10, and 9 – 14 will survive termination or expiration of these Terms indefinitely.

9. Our Warranties and Disclaimers

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER WE NOR OUR LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES, AGENTS, OR OUTPUT. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES OR THE OUTPUT OF AGENTS, THE SPECIFIC FUNCTIONS OF THE SERVICES OR AGENTS, OR THE RELIABILITY OR AVAILABILITY OF THE SERVICES OR AGENTS, OR THE ABILITY OF THE SERVICES OR AGENTS TO MEET YOUR NEEDS. WE ALSO DO NOT MAKE ANY WARRANTIES OR COMMITMENT RELATING TO NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS IN CONNECTION WITH THE SERVICES, AGENTS, OR OUTPUT. WE PROVIDE THE SERVICES, AGENTS, OUTPUT AND ALL INFORMATION PROVIDED THROUGH THE SERVICES “AS-IS.”

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.

WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT ARTIFICIAL INTELLIGENCE TECHNOLOGY IS INHERENTLY UNPREDICTABLE AND THAT AGENTS MAY TAKE ACTIONS OR GENERATE OUTPUT THAT ARE ERRONEOUS, UNINTENDED, INCONSISTENT WITH YOUR INSTRUCTIONS, OR IRREVERSIBLE, INCLUDING DELETING OR MODIFYING DATA, SENDING COMMUNICATIONS, OR INCURRING CHARGES. WE DO NOT WARRANT THAT ANY AGENT WILL FOLLOW YOUR INSTRUCTIONS, RESPECT ANY RESTRICTION YOU IMPOSE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, LAWFUL, OR NON-INFRINGING. WE MAKE NO WARRANTY REGARDING ANY MODEL PROVIDER OR THIRD-PARTY SERVICE. SOLASE DOES NOT CURRENTLY HOLD ANY HIPAA, PCI DSS, OR SIMILAR CERTIFICATION, AND THE SERVICES ARE NOT DESIGNED FOR REGULATED DATA OR HIGH-RISK USES.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.

10. Liability for our Services

TO THE EXTENT NOT PROHIBITED BY LAW, SOLASE (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OF SOLASE (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND THAT OF ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OR RELATING TO YOUR USE OF THE SERVICES, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLY YOU THE SERVICES AGAIN).

IN ALL CASES RELATING TO PROVIDING YOU THE SERVICES, SOLASE (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF OUR REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS, DELAYS, PUBLIC HEALTH EMERGENCY, NATURAL DISASTERS, ACTS OF GOVERNMENT, SUPPLY INTERRUPTIONS, COMPUTE LIMITS, OR TELECOMMUNICATION OR INTERNET FAILURES.

TO THE EXTENT NOT PROHIBITED BY LAW, SOLASE WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM (A) ANY ACTION OR OMISSION OF AN AGENT, INCLUDING DATA DELETION OR MODIFICATION, COMMUNICATIONS SENT, PURCHASES OR COMMITMENTS MADE, OR ACCESS TO OR ACTIONS TAKEN WITHIN THIRD-PARTY SERVICES; (B) YOUR INSTRUCTIONS OR THE PERMISSIONS YOU GRANT TO AGENTS; (C) THE ACTS, OMISSIONS, OUTAGES, OR POLICY CHANGES OF ANY MODEL PROVIDER OR THIRD-PARTY SERVICE; (D) YOUR USE OF OR RELIANCE ON ANY OUTPUT; OR (E) YOUR SUBMISSION OF DATA PROHIBITED BY SECTION 5. FOR PURPOSES OF THE LIMITATION IN THIS SECTION 10, AMOUNTS YOU PAY DIRECTLY TO A MODEL PROVIDER UNDER YOUR API KEY ARE NOT AMOUNTS PAID TO US, AND OUR AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS (US$100).

11. Business/Employer Uses of our Services

If you are using our Services on behalf of a business or employer, you are accepting these Terms on their behalf, you represent that you have authority to bind that business or employer, and that business or employer agrees to be bound by these Terms. A business or employer that provides access to the Services to its personnel is responsible for their compliance with these Terms and for all Agents they create. If you and Solase have entered into a separate written agreement, order form, or enterprise agreement for the Services that has been signed by an authorized representative of Solase, that agreement will control to the extent it expressly conflicts with these Terms; otherwise, these Terms govern your use of the Services.

12. Indemnification

You hereby agree to indemnify, defend, and hold harmless Solase and its affiliated companies, and its and their predecessors, successors, and assigns, and its and their respective directors, officers, employees, agents, representatives, partners, and contractors from and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys' fees), resulting from or arising out of your actual or alleged breach of these Terms, any Content you provide through the Services, your use or misuse of the Services, your Instructions, any action or omission of any Agent operating under your account, any Output you generate, use, publish, or rely on, your access to or use of any Third-Party Service or Model Provider (including any claim that your Agents violated a Third-Party Service’s terms or accessed it without authorization), and any submission of data prohibited by Section 5. However, you will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our violation of applicable law.

13. About these Terms

We may modify these Terms or any additional terms that apply to a Service for any reason, for example, to reflect changes to the law or changes to our Services. You should look at the Terms regularly and the “Last Updated” date at the beginning of these Terms. We’ll use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Services, or via email. By continuing to use the Services after we make these modifications, you agree that you will be subject to the modified Terms. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.

If there is a conflict between these Terms and any additional terms for a Service, the additional terms will control for that conflict.

These Terms control the relationship between Solase and you. They do not create any third-party beneficiary rights. If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.

The laws of the United States and the State of North Carolina, excluding North Carolina’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services.

You may not assign or delegate your rights or obligations relating to these terms or your account for the Services without our prior written consent. We may assign these terms or assign or delegate any of our rights or obligations at any time.

For information about how to contact Solase, please reach us via email at contact@solase.ai.

14. Binding Arbitration

Without limiting your waiver and release in Section 9, you agree to the following:

a. Purpose. Any and all Disputes (as defined below) involving you and Solase will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 14 (the "Arbitration Provision") shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms, this Section 14 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.

b. Definitions. The term "Dispute" means any claim or controversy related to the Services or the Software, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms or any prior agreement; (3) claims that arise after the expiration or termination of these Terms; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, "Solase" means Solase and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Services or the Software.

c. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to Solase by mail to 825C Merrimon Ave, Suite 333, Asheville, NC 28804, U.S.A.

d. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or Solase may bring an individual action in a small claims court in the area where you access the Services if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.

e. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify Solase about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and Solase agree otherwise, any arbitration hearing will take place in Raleigh, North Carolina. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

f. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS OR USERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

g. Arbitration Fees and Costs. If your claim seeks more than $75,000 in the aggregate, the payment of the JAMS fees and costs will be governed by the JAMS Rules. If your claims seek less than $75,000 in the aggregate, the payment of the JAMS fees and costs will be Solase’s responsibility. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and you shall reimburse Solase for all fees and costs that were your obligation to pay under the JAMS Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, Solase will pay all fees and costs that it is required by law to pay.

h. Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. WHETHER IN COURT OR IN ARBITRATION, YOU AND SOLASE AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.

i. Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.

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