Company makes no representation that the Services are appropriate or available in other locations other than where it is operated by Company. The information provided on the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE SERVICES. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE COMPANY SERVICES OR THE SERVICES.
LexiconAI Inc., offers a service and tools that stores, retrieves, and facilitates your access to the data or information that you upload, process, store or transmit (“Content”) via the Services. Services includes:
• speech recognition software for converting audio content into text
• speech recognition for recognizing audio commands and executing software actions
• note taking application for capturing dictated and typed notes from a single individual
• a dashboard for managing notes, collections of Content, applications, adding and removing users, and generating authentication tokens;
• regular usage reporting and billing information;
• tools and professional service support for bulk loading of Content;
LexiconAI., Inc reserves the right to change and/or remove any portion of the Services (including the content, appearance, design, functionality and all other aspects thereof), access procedures, tools, documentation, format requirements, communications protocols and services offered at any time for any reason.
Customer is responsible for providing all equipment and telecommunication services necessary to access the Service.
Your access to the Services may be interrupted from time to time due to equipment malfunction, updates, maintenance, planned downtime and repair of the Website, or other reasons that are beyond our control, including without limitation acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), equipment failures, periodic updating, or Internet service provider failures or delays.
You acknowledge and agree that availability of the Service may also be affected by: (i) telecommunication network activity or capacity; (ii) hardware failures; (iii) third party communication equipment; and/or (iv) any other failure or unavailability. LexiconAI disclaims any and all responsibility for any service interruption in connection with such activity, capacity, failure and/or incompatibility described in this Section and all such activities shall be Excluded Events.
LexiconAI reserves the right to suspend or interrupt access to the Services or portions of the Website, at any time, with or without notice, including for any violation or suspected violation of the section entitled “PROHIBITED ACTIVITIES” or any applicable section of a policy governing the Services.
Regarding Your Registration
By using the Company Services, you represent and warrant that you and your end users:
A. all registration information you submit is truthful and accurate;
B. you will maintain the accuracy of such information;
C. you will keep your password confidential and will be responsible for all use of your password and account;
D. you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use this Services; and
E. your use of the Company Services does not violate any applicable law or regulation.
You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
We reserve the right to remove or reclaim or change a user name you select if we determine appropriate in our discretion, such as when the user name is obscene or otherwise objectionable or when a trademark owner complains about a username that does not closely relate to a user's actual name.
Access To Content
You are fully responsible for the security for your data accessed through our Services or otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security, and dissemination of any protected health information (PHI). You agree that at all times you shall be compliant with HIPAA and HITECH requirements, as applicable. The steps you will need to take to comply with HIPAA and HITECH when using our Services will vary based on your implementation. For more information about implementing our Services, please refer to our documentation. If we believe that it is necessary based on your implementation and we request it of you, then you will promptly provide us with documentation evidencing your compliance with HIPAA and HITECH. You also agree that you will use only HIPAA compliant service providers in connection with the storage, or transmission of PHI. Information on the HIPAA rules can be found on the HHS website. It is your responsibility to comply with these standards.
We will only look at your account if we absolutely need to and will not disclose any personally identifiable information.
Customer is solely responsible for (i) properly configuring and using the Service and taking its own steps to maintain appropriate security and protection of its Content, which may include the use of encryption technology to protect Content from unauthorized access; (ii) routine archiving of Content; and (iii) independent backup of data or Content generated, transmitted or stored through the use of the Service.
You are responsible for the accuracy, quality, integrity and legality of the Content you upload, transmit, store or use via the Service and of the means by which you (or your authorized end users) acquired your Content and the manner in which the Service, including Content is used or access by you (or your authorized end users).
LexiconAI Inc., may access Content as necessary to identify or resolve technical problems or respond to complaints about the Service. Notwithstanding any other provision, LexiconAI may access and/or disclose Content if LexiconAI determines that such action is reasonably necessary: (i) to comply with the law, regulatory requirements, or legal or regulatory process; (ii) to enforce this Agreement; or (iii) to respond to claims that you are using the Service to perform or support activities that violate LexiconAI law or the rights of third parties or this Agreement. Unless prohibited by law or legal process, LexiconAI will use its commercially reasonable efforts to not disclose your Content without giving you prior notice of the request for such disclosure and a reasonable period of time to respond to such request.
LexiconAI may in its sole discretion remove or block any Content or suspend access to the Service at any time where LexiconAI reasonable believes such Content (a) violates applicable laws, regulations, orders, (b) is in violation of LexiconAI’s applicable policies and procedures, including without limitation the acceptable use policy. (c) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Service, LexiconAI, or any third party; or (d) in order to respond to law enforcement or any other governmental authority.
LexiconAI may collect anonymous usage data with respect to the use of the Service to measure and analyze response rates and performance metrics of the Service. LexiconAI will use this usage data for internal business purposes only, including improving, testing and providing the Service and additional services and may only disclose such usage data in aggregate form (e.g., data aggregated from all customers’ use of the Service, but without specifically identifying you or any other customer).
In the event Customer elects, in connection with any of the Services, to communicate to LexiconAI suggestions for improvements to the Services ("Feedback"), LexiconAI shall own all right, title, and interest in and to the same, even if Customer has designated the Feedback as confidential, and LexiconAI shall be entitled to use the Feedback without restriction. Customer hereby irrevocably assigns all right, title, and interest in and to the Feedback to LexiconAI and agrees to provide LexiconAI such assistance as it may require to document, perfect and maintain LexiconAI's rights to the Feedback.
LexiconAI will maintain administrative, physical, and technical safeguards designed to protect your Account Information from misuse and unauthorized access or disclosure, in accordance with applicable industry standards. The LexiconAI information security program is subject to reasonable changes by LexiconAI from time to time. Customer acknowledges and agrees that, in spite of commercially reasonable and industry-standard data security measures, LexiconAI is unable to guarantee absolute data security and that LexiconAI has no liability to Customer for any unauthorized access or use, corruption, deletion, destruction or loss of any of Content or data.
Customer acknowledges that it and not LexiconAI is responsible for whether the Services, the Customer environment and Content are configured in a secure manner. Customer is solely responsible for adopting reasonable measures to limit the impact of such problems, including by way of example and not limitation use of encryption, independently arranging for backing up of data, and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data or Content.
MOBILE APPLICATION LICENSE
If you are accessing the Company Services via a mobile application, then Company grants you a revocable, non-exclusive, non-transferable, limited right to install and use the application on wireless handsets owned and controlled by you, and to access and use the application on such devices strictly in accordance with the terms and conditions of this license. You shall use the application strictly in accordance with the terms of this license and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the application; (c) violate any applicable laws, rules or regulations in connection with your access or use of the application; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Company or its affiliates, partners, suppliers or the licensors of the application; (e) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (g) use the application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (h) use the application to send automated queries to any Services or to send any unsolicited commercial e-mail; or (i) use any proprietary information or interfaces of Company or other intellectual property of Company in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application.
Terms Applicable to Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play to access the Company Services. You acknowledge that this Agreement is concluded between you and Company only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and Company, not an App Distributor, is solely responsible for the Company application and the content thereof. (1) SCOPE OF LICENSE: The license granted to you for the Company application is limited to a non-transferable license to use the Company application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service. (2) MAINTENANCE AND SUPPORT: Company is solely responsible for providing any maintenance and support services with respect to the Company application, as specified in this Agreement, or as required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the Company application. (3) WARRANTY: Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Company application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Company application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the Company application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Company’s sole responsibility. (4) PRODUCT CLAIMS: You acknowledge that Company, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Company application or your possession and/or use of the Company application, including, but not limited to: (i) product liability claims; (ii) any claim that the Company application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. (5) INTELLECTUAL PROPERTY RIGHTS: You acknowledge that, in the event of any third party claim that the Company application or your possession and use of the Company application infringes a third party’s intellectual property rights, the App Distributor will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. (6) LEGAL COMPLIANCE: You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties. (7) THIRD PARTY TERMS OF AGREEMENT: You must comply with applicable third party terms of agreement when using the Company application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the Company application. (8) THIRD PARTY BENEFICIARY: Company and you acknowledge and agree that the App Distributors, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services or the Company Services ("Submissions") provided by you to Company are non-confidential and Company (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You may not access or use the Services for any other purpose other than that for which Company makes it available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Prohibited activity includes, but is not limited to:
A. attempting to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services
B. attempting to impersonate another user or person or using the username of another user
C. criminal or tortious activity
D. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Services
E. deleting the copyright or other proprietary rights notice from any Services content
F. engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools
G. except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Services, or using or launching any unauthorized script or other software
H. harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Company Services to you
I. interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services
J. making any unauthorized use of the Company Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses
K. selling or otherwise transferring your profile
L. systematic retrieval of data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company
M. tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords
N. using any information obtained from the Services in order to harass, abuse, or harm another person
O. using the Company Services as part of any effort to compete with Company or to provide services as a service bureau
P. using the Services in a manner inconsistent with any and all applicable laws and regulations
INTELLECTUAL PROPERTY RIGHTS
The content on the Services (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, Services designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the United States and/or other countries. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
Company Content on the Services is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use the Services, you are granted a limited license to access and use the Services and the Company Content and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. Company reserves all rights not expressly granted to you in and to the Services and Company Content and Marks.
Company reserves the right but does not have the obligation to:
A. monitor the Services for violations of this Agreement;
B. take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
C. in Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Company policy;
D. in Company’s sole discretion and without limitation, notice or liability to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company’s systems;
E. otherwise manage the Services in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Services.
Premium or Non-Standard Services; Term.
LexiconAI offers certain additional services for an additional fee (“Premium Services”). To enable and use the Premium Services, you are required to subscribe to and pay the fees associated with the Premium Services that you have selected.
Unless otherwise set forth on an Order Form or Service Addendum, all Subscriptions, including to Premium Services are purchased on a month-to-month basis. Configuration and pricing options (“Plan”) can be found on the Website or specified via a Service Addendum which may include term, configuration, fees, support, consulting services and/or additional Service Level Agreements. Unless otherwise stated, all fees are quoted in U.S. Dollars.
To the extent that conflicts occur between these terms and those defined in a Service Addendum, the Service Addendum will be favored.
Invoices & Fees
Invoices for all standard and Premium Services are presented and accessible via your Account. By purchasing Premium Services, you agree that LexiconAI may charge you the applicable fees for the Premium Services to your Account at the beginning of each month until you terminate such Premium Services.
Some fees that appear on invoices are derived from “Measured Cost” which is defined as the aggregate U.S. Dollar equivalent costs invoiced to you for all Services used for a specific monthly period.
“Subscription Fee” is a flat fee, billed in advance each month (or annually) for use of the Service up to and including a specific monthly amount of Measured Cost (the “Plan Limit”) defined in the plan that you subscribed to.
“Additional Usage Fee” is billed each month in arrears as a percentage (the “Additional Usage Rate”) of any Measured Cost monitored in a month period that exceeds the Plan Limit defined in the Plan you are subscribed to.
Payment terms are net thirty (30) days from the date of the invoice, without offsets or deductions of any kind and payment is due in US dollars. If payment is to be made via credit card or electronic money transfer (i.e. ACH) such payment shall be chargeable upon invoice date and no receipt will be provided. LexiconAI reserves the right to invoice you directly in the event that reasonable efforts made to obtain a credit card or ACH payment authorization fail.
All payment obligations are non-cancelable and all amounts paid are nonrefundable. Late payments will bear interest at 1.5% per month or the maximum rate permitted by law, whichever is less. LexiconAI's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on LexiconAI's income. If LexiconAI has the legal obligation to pay or collect taxes for which you are responsible, the appropriate amount shall be invoiced to and paid by you unless you provide LexiconAI with a valid tax exemption certificate authorized by the appropriate taxing authority.
If you believe your bill is incorrect, you must contact LexiconAI in writing within thirty (30) days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. LexiconAI has the right to determine the validity of Customer’s dispute and any adjustments or credits is solely at LexiconAI’s discretion.
If LexiconAI does not receive prompt payment for Services, LexiconAI may temporarily suspend or terminate your access to your Account in accordance with the “Termination” section below.
Additions & Renewals
In the event that Customer subscribes to additional services, such added services will be coterminous and will be billed from the date the Services are made available for Customer’s use.
All Services will automatically renew for a subsequent renewal term of the same length, unless either party notifies the other party of its intent not to renew upon not less than thirty (30) days prior written notice. In the case of Services with a term greater than 60 days, notice of non-renewal must be given at least sixty (60) days prior to the end of the then current term.
We reserve the right to modify our fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to you.
Free Service Tier and Premium Service Trials
We may, from time to time, offer a free service tier as a way for you to conduct an evaluation. The free service tier may be extended or terminated by LexiconAI for any reason at any time. If you are using our Premium Services as part of a free trial period, any data or information you enter into the Service, and any customizations made to the Service by or for you, during your trial period will be promptly deleted upon expiration of the trial unless you purchase a subscription to the same Premium Service as those covered by the trial before the end of the trial period.
The Service may contain links to third party sites or resources. LexiconAI provides these links as a convenience and does not endorse the companies or contents of any such sites. LexiconAI is not responsible for the content of such sites or resources. If you decide to access any of the third-party web sites linked to the Service, you do this entirely at your own risk and you agree to all applicable terms and conditions of such third parties.
TERM AND TERMINATION
This Agreement shall remain in full force and effect while you use the Services or are otherwise a user or member of the Services, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES AND THE COMPANY SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES AND THE COMPANY SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION.
In order to protect the integrity of the Services and Company Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Services and Company Services.
Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CALL A COMPANY CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.
If Company terminates or suspends 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, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Company may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Services and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification becomes effective. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Services for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.
Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Company Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Company Services.
If there is a dispute between users of the Services, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Company Services.
A. Governing Law; Jurisdiction. This Agreement and all aspects of the Services and Company Services shall be governed by and construed in accordance with the internal laws of the State/Commonwealth of California, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in San Francisco County, State of California, and you 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 is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Services or Company Services be instituted more than two (2) years after the cause of action arose.
B. Informal Resolution. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other.
C. Binding Arbitration. If you and Company are unable to resolve a Dispute through informal negotiations, either you or Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA Services www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. 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. If such costs are determined by the arbitrator to be excessive, Company will pay all arbitration fees and expenses. 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 a 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 United States County, State of California. Except as otherwise provided in this Agreement, you and Company 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.
D. Restrictions. You and Company agree that any arbitration shall be limited to the Dispute between Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) 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.
E. Exceptions to Informal Negotiations and Arbitration. You and Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of your or Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this Section is found to be illegal or unenforceable then neither you nor Company will elect to arbitrate any Dispute falling within that portion of this Section 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 you and Company agree to submit to the personal jurisdiction of that court.
Occasionally there may be information on the Services that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.
Company cannot control the nature of all of the content available on the Services. By operating the Services, Company does not represent or imply that Company endorses any blogs, contributions or other content available on or linked to by the Services, including without limitation content hosted on third party Servicess or provided by third party applications, or that Company believes contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Services or in connection with any contributions. The Company is not responsible for the conduct, whether online or offline, of any user of the Services or Company Services.
YOU AGREE THAT YOUR USE OF THE SERVICES AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’S CONTENT OR THE CONTENT OF ANY SERVICESS LINKED TO THIS SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR COMPANY SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND 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.
LIMITATIONS OF LIABILITY
IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO 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 COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF THREE (3) MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.
CERTAIN STATE 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.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your contributed content, use of the Company Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate, at your expense, with Company’s defense of such claims. Company 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.
Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address listed in the contact information below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given twenty-four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.
Our Services will maintain certain data that you transfer to the Services for the purpose of the performance of the Company Services, as well as data relating to your use of the Company Services. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the Company Services. You agree that Company shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Company arising from any such loss or corruption of such data.
Your use of the Company Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE COMPANY SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
Users are allowed on LexiconAI to transmit and receive valid electronic signatures in the United States under the Electronic Signatures in Global and National Commerce Act (E-Sign Act) of 2000 and the Uniform Electronic Transactions Act (UETA) of 1999 as adopted by individual states. Users’ signatures and identities are not authenticated on LexiconAI.
This Agreement constitutes the entire agreement between you and Company regarding the use of the Company Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and Company as a result of this Agreement or use of the Services and Company Services. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
In order to resolve a complaint regarding the Company Services or to receive further information regarding use of the Company Services, please contact Company as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 "R" Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.