LEGAL

Terms of Use for this Website

These Terms of Use (Terms) set forth the legally binding terms and conditions between You and ProrataAI, Inc. (the Company or We or Us) for your use of the websites (www.prorata.ai and gist.ai) and our applications, services, and tools (collectively, the “Services”). Services. We may amend the Terms at any time by posting the amended terms of the Services and You can review the most current version of these Terms at any time. BY ACCESSING, BROWSING OR OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, please do not access or use the Services.

Privacy.
Information that is collected during your use of the Services is subject to the Company Privacy Notice, which is incorporated herein by reference.

Beta Terms.

Trial Implementation. The Services on Gist.ai are part of a limited beta trial. From time to time, Prorata may also make other services, features or functionality available that are designated by Prorata as a beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description (the “Beta Services”). These terms for Beta Services are incorporated into, and form part of, the Prorata Terms of Use applicable to your access to and use of the Beta Services (the “Terms”).
Evaluation only. Subject to these Terms, we grant you a limited right to access and use the Beta Services solely for evaluation purposes in accordance with the terms herein. This license automatically terminates upon your breach of any of these terms. We also reserve the right to modify the Beta Services or terminate for any reason, without liability.
No Performance Warranties. You acknowledge and agree that the Beta Services are not at the level of performance or compatibility of a final, generally available product offering, and may be substantially modified prior to commercial availability, or withdrawn. The Beta Services may contain bugs and errors and We provide no assurance that any specific errors or performance issues in the Beta Services will be corrected. THE BETA SERVICES ARE PRELIMINARY IN NATURE AND MAY NOT ALWAYS WORK AS WE INTEND AND USER ACKNOWLEDGES AND AGREES THAT THE BETA SERVICES ARE PROVIDED “AS-IS” IN ALL RESPECT INCLUDING PERFORMANCE, SPEED, FUNCTIONALITY, ACCURACY, SUPPORT, AND AVAILABILITY
Feedback. You may provide, suggestions, comments, or other feedback with respect to the Beta Services, including ideas for modifications and enhancements (the “Beta Feedback”). You assign to us all right, title and interest in and to the Beta Feedback. Prorata may use your Beta Feedback for any purpose without any obligation or compensation to User.
Confidentiality. You acknowledge and agree that the Beta Services, and any associated functionality or product information and features or functions that are disclosed by Prorata to User in the Beta Services and are not publicly available including, without limitation, non-public or pre-release tools, products, environments or APIs, and any and all data or information contained therein (“Prorata Proprietary Elements”). The Beta Services constitute Prorata’s Confidential Information. No public disclosure about the Beta Services or the Prorata Proprietary Elements is permitted. This “Confidentiality” section shall survive termination of these Terms and shall continue to apply to the Prorata Proprietary Elements unless and until the Prorata Proprietary Elements become generally available to the public without restriction and through no fault of User or any of its Affiliates, agents, consultants or employees.
Other. You acknowledge and agree that Prorata may discontinue making any particular Beta Service available at any time in its sole discretion. To the extent of any direct conflict or inconsistency between the provisions in these Terms and any executed agreement between the Company and the User, the Agreement, these Terms shall control (but otherwise are supplemented by these Terms).

Generative AI
The Services permit Users to input and submit information (“Input”) into the Services, and the Services will generate responses based on such Input utilizing licensed content from third party content owners (“Output”). Input and Output are collectively, “Content”. User acknowledges that due to the nature of generative artificial intelligence tools, Output may be incorrect, not current, or not unique. We encourage Users to remain vigilant to evaluate whether Outputs are appropriate, including where human review is appropriate, before using or sharing Outputs. User acknowledges that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information.

User may not direct the Services to generate any Output in violation of any laws, intellectual property rights, or contractual restrictions. By submitting any Input through the Services, User represents and warrants that its submission of any Input in connection its use of the Services will not breach any law or any third party’s rights associated with such Input. Further, in using the Services, User agrees to utilize good judgment and, among other behaviors, shall not:

submit Input or request any Output that is unlawful, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically discriminatory;
submit Input or request any Output that violates, encourage the violation of, or offer guidance on violating any applicable law or regulations;
pretend to be someone or something else, or provide false information or misrepresent User’s connection to a person or entity;
attempt to solicit personal information;
utilize the Services to generate illegal or obscene content (as determined solely by Prorata) or any content that breaches a Prorata policy; or employ the Services (or any aspect thereof or the technology within) in a way that infringes upon, wrongfully appropriates, or otherwise breaches the intellectual property rights or any other rights of individuals, or contravenes any applicable laws.

Electronic Communications
When you visit the Site, use our Services, or send e-mails to us, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices. You agree that all notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Intellectual Property; Trademarks
As between the parties, Prorata or its licensors retain all right title and interest, including all intellectual property rights, in and to the Services and any and all improvements, modifications or enhancements thereto, as well as all related software programs, data, documentation, specifications, descriptions, algorithms, models, methods, processes, techniques and know-how (the “Prorata Property”). As between the parties, the content owner retains all intellectual property rights in and to all Content (subject to Prorata’s ownership of any Prorata Property contained therein).
“Company Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans and other designations the Company uses in connection with its products and services. You shall not copy, display or use any Company Trademarks, without the Company's prior written consent. You are not permitted to incorporate any Company Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, nor shall you co-brand your own products or material with Company Trademarks. You acknowledge the Company's rights in the Company Trademarks and agree that any use of the Company Trademarks by you shall inure to the Company's sole benefit.
Content is licensed from third parties and all such third-party content and all intellectual property rights related to such content belong to the respective third party content owners. All third-party trademarks and/or logos used on this Services are the trademarks, service marks, or logos of their respective owners.
Unless explicitly stated herein, nothing in these Terms shall be construed as conferring to you any license to any Company or third-party intellectual property rights, whether by estoppel, implication, or otherwise.

Prohibitions
You agree that you shall NOT:

Access or scrape the Services by any automated means unless you are a search engine crawling the Services for the sole purpose of creating a publicly accessible search index, which includes a link or other attribution back to these Services.
Copy, modify, create derivative works from or distribute any Services or use the Services for any purpose not explicitly authorized.
Modify, decompile, or reverse engineer any software related to the operation of the Services y, or disrupt, interfere with, or bypass the security or any technical protections on the Services; or attempt to derive the source code of the underlying ideas, algorithms, structure or organization from the Services, except to the extent required by law;
Link to the Services using any HTML techniques that display the Services within a frame, partial window, popup, pop-under, or any other non-standard linking method, or redistribute content from the Services.
Upload or transmit anything that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment related to the Services.
Use the Services by or on behalf of any party or person other than as expressly authorized by Prorata.
Make improper use of our support team or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Do anything that smacks of bad online citizenship or is illegal, such as misappropriate content, or hack into our systems, or otherwise causes harm to the Services.

Disclaimer of Warranties and Limitation of Liability

THIS SERVICES ARE PROVIDED BY THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THIS SERVICES AND THE COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SERVICES IS AT YOUR SOLE RISK. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW.
IN NO EVENT WHATSOEVER SHALL THE COMPANY OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, AND DIRECTORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY'S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S LIABILITY HEREUNDER IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PRORATA’S MAXIMUM LIABILITY HEREUNDER IS LIMITED TO $100.00.

Copyright Complaints and Take Downs.
If you believe that your intellectual property rights have been infringed anywhere in relation to the Services, or your rights have otherwise been violated, please send notice to the address below. We may delete or disable Content alleged to be infringing and may terminate accounts of repeat infringers.

ProrataAI, Inc.
130 W. Union St.
Pasadena, CA 91103
Attn: General Counsel / Copyright Agent

Written claims concerning copyright infringement must include the following information:

A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the site;
Your address, telephone number, and e-mail address;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Submissions and Feedback
Please do not send Us any material that you believe is confidential or proprietary or for which you expect to receive consideration or compensation of any kind. By submitting material to the Company, you acknowledge that such material is neither confidential nor proprietary, and you waive the right to receive compensation of any kind for the material. Any material, information or idea you transmit to the Company will be treated as non-confidential and non-proprietary and the Company will be free to copy, disclose, distribute, incorporate and otherwise use any such submission for any and all commercial and non-commercial purposes. We do not accept submissions of business plans or ideas through this Services.

Indemnification
You agree to indemnify and hold the Company and its affiliates and each of their employees, contractors, agents, officers, and directors harmless from any claim or demand made and all associated costs, damages and liabilities, including reasonable attorneys' fees, arising out of or related to your use of the Services, your violation of any terms or conditions of these Terms, your violation of applicable laws, or your violation of the rights of any other person or entity.

Choice of Law and Venue
These Terms shall be governed by and construed in accordance with the laws of the state of California, exclusive of its choice of law or conflicts of law rules. You agree that the exclusive venue for all litigation regarding or arising out of these Terms shall be in Los Angeles County, California and you agree to submit to the jurisdiction of the courts in Los Angeles County, California for such litigation. Excluding claims for equitable relief, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established provider that is agreed by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator's award entered as a judgment in any court of competent jurisdiction. Any claims (in court or in arbitration) must be brought in the initiating party's individual capacity and not as a plaintiff or class member in any class action or other similar proceeding. This Agreement does not allow class actions or collective arbitrations even if the arbitration procedures or rules would. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

Miscellaneous
If one or more portions of these Terms shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforcability shall not affect any other provision contained in these Terms. Any delay or failure to require performance of any provision hereof shall in no manner affect any right at a later time to enforce such provision. No delay or failure in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder. The Company may amend or modify these Terms or any other documents referenced herein at any time by posting such modifications on the Services. Any amended or modified terms will be effective upon posting. Continued use of or visits to the Services shall constitute your acceptance of any modified terms and conditions.

The Services are operated by the Company in the United States. ProrataAI, Inc., 130 W. Union St., Pasadena, CA 91103

DATED: December 9, 2024

LEGAL

Terms of Use for this Website

submit Input or request any Output that is unlawful, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically discriminatory;

submit Input or request any Output that violates, encourage the violation of, or offer guidance on violating any applicable law or regulations;

pretend to be someone or something else, or provide false information or misrepresent User’s connection to a person or entity;

attempt to solicit personal information;

Access or scrape the Services by any automated means unless you are a search engine crawling the Services for the sole purpose of creating a publicly accessible search index, which includes a link or other attribution back to these Services.

Copy, modify, create derivative works from or distribute any Services or use the Services for any purpose not explicitly authorized.

Link to the Services using any HTML techniques that display the Services within a frame, partial window, popup, pop-under, or any other non-standard linking method, or redistribute content from the Services.

Upload or transmit anything that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment related to the Services.

Use the Services by or on behalf of any party or person other than as expressly authorized by Prorata.

Make improper use of our support team or submit false reports of abuse or misconduct.

Use the Services in a manner inconsistent with any applicable laws or regulations.

Do anything that smacks of bad online citizenship or is illegal, such as misappropriate content, or hack into our systems, or otherwise causes harm to the Services.

A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;

A description of the copyrighted work that you claim has been infringed upon;

A description of where the material that you claim is infringing is located on the site;

Your address, telephone number, and e-mail address;

A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.