Online Service Agreement
Last updated: March 11, 2024
These Online Terms of Service constitute a binding agreement between Personal AI, Inc. and you ("Customer"). By using our services, you accept and agree to be bound by these terms.
Capitalized terms used throughout this Agreement have specific meanings as defined in Attachment A at the end of this document.
Customer may order Services by submitting electronically an Order in the format provided by Personal AI on the Personal AI website or via the Administrative Portal. The Order will identify the Services requested together with pricing, scheduled Start Date, and any products licensed or sold to Customer.
Personal AI provides various services including but not limited to AI assistant capabilities, memory management, message analysis, and integration with third-party platforms. Not all Services are available in all locations.
The Term of this Agreement will commence on the Effective Date and continue until terminated in accordance with its terms.
The Services' term will begin on the Start Date and continue for the initial term set forth in the Order ("Initial Term"). Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods unless either Party gives notice of non-renewal at least thirty (30) days before expiration.
All prices are identified in US dollars. Additional charges may result if Customer activates additional features, exceeds usage thresholds, or purchases additional Services. Customer will be liable for all charges resulting from use of the Services on its Account.
All Services must be purchased via valid credit or debit card. By providing a valid payment card, Customer expressly authorizes all charges to be charged to such payment card, including recurring payments billed on a monthly or annual basis.
All rates, fees, and charges are exclusive of applicable Taxes, for which Customer is solely responsible. Taxes may vary based on jurisdiction and the Services provided.
If Customer disputes any portion of charges, it must provide written notice to Personal AI within thirty (30) days of the invoice date, identifying the reason for the dispute and the amount being disputed.
Personal AI will provide the Services as described in the relevant Service documentation. Personal AI may enhance, replace, and/or change the features of the Services, but it will not materially reduce the core features, functions, or security of the Services during the Term without Customer's consent.
Personal AI will make support available to customers to attempt to resolve technical issues with, and answer questions regarding the use of the Services. Support is available through the Personal AI support channels.
The Services are dependent upon Customer's maintenance of sufficient Internet access and compatible browser/system requirements. Personal AI will not be responsible for any deficiencies in the provision of the Services if Customer's system does not meet technical requirements.
Customer and its End Users may use the Services only in compliance with this Agreement, applicable Law, and the Use Policies. Customer may not use, or permit the use of the Services to interfere with the operation of Personal AI's services. Customer may not resell the Services.
Either Party may terminate this Agreement by giving written notice to the other Party if the other Party: (i) breaches any material term and fails to cure such breach within thirty (30) days after receipt of notice; (ii) upon recommendation of a government or regulatory agency; or (iii) upon commencement of insolvency or bankruptcy proceedings.
If Customer terminates the Services due to Personal AI's material breach, Customer will not be liable for any fees for terminated Services for any period subsequent to the effective date of termination, and Personal AI will provide a pro-rata refund of prepaid fees.
Subject to Customer's compliance with this Agreement, Personal AI grants Customer a limited, personal, revocable, non-exclusive, non-transferable license to use any software provided as part of the Services, only for the duration that Customer is entitled to use the Services.
Personal AI's Rights: Except as expressly provided in this Agreement, the limited license does not convey any ownership or other rights in the Services. All rights not expressly granted are reserved by Personal AI.
Customer Rights: Customer retains title to all IP Rights owned by the Customer. Customer grants Personal AI a limited license to use Customer's content as required to provide the Services.
Neither Party may use or display the other Party's trademarks, service marks or logos without prior written consent.
During the Term and for at least one (1) year thereafter, the Receiving Party shall hold the Disclosing Party's Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement.
Each Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to know and who are required to protect it against unauthorized disclosure.
Personal AI respects Customer's privacy and will only use information provided by Customer in accordance with our Data Processing Addendum and Privacy Policy.
Personal AI will take commercially reasonable precautions, including technical, administrative and physical measures, to help safeguard Customer's Account and data against unauthorized use, disclosure, or modification.
Customer must protect all End Points using industry-standard security measures and keep all user identifications and passwords secure.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (1) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; (2) COSTS OF PROCUREMENT OR SUBSTITUTE SERVICES; (3) LOSS OF USE, LOSS OR CORRUPTION OF DATA; OR (4) LOSS OF BUSINESS OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS.
THE TOTAL CUMULATIVE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PREVIOUS SIX (6) MONTHS.
Customer agrees to indemnify and defend Personal AI from and against any third-party claims arising out of: (i) material violation of applicable Law by Customer in connection with use of the Services; (ii) use of Services in a manner not authorized by this Agreement; or (iii) claims relating to Customer Content.
Personal AI will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable Laws.
Customer's use of the Services must at all times comply with all applicable Laws and this Agreement.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND PERSONAL AI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
In the event of any dispute, each Party will appoint a representative to confer with the other Party to make a reasonable and good faith effort to settle or resolve such dispute.
If the Parties are unable to resolve a dispute, any related action must be brought in state or federal courts located in San Francisco, California, United States of America.
No claim relating to this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued.
Personal AI and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency.
Neither Party may assign the Agreement without the other Party's prior written consent, except to an Affiliate or successor entity in connection with a merger or acquisition.
All notices must be in English and in writing. Notices to Personal AI should be sent to: Personal AI, Inc., Legal Dept., 20 Davis Drive, Belmont, CA 94002 USA, with a copy to legal@personalai.com
This Agreement is governed by the Laws of the State of California, excluding its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings, proposals, representations, or agreements regarding such subject matter.
This Agreement may only be modified by a written amendment executed by authorized representatives of both Parties. Personal AI may update this Agreement from time to time with thirty (30) days' notice to Customer.
If you have any questions about these Terms of Service, please contact us: