Effective: August 14, 2025
GuruAI, Inc. operates Xpertloop.
Terms of Use for the End User App
These Terms of Use (“Terms”) apply to your use of (including any access to) GuruAI, Inc.’s (“GuruAI”, “we”, “us”, or “our”) products and services for individuals including those at https://xpertloop.ai and its subdomains, any website of ours that links to these Terms, related websites, mobile software applications, and other offerings (collectively the “Services”). These Terms form an agreement between you and GuruAI, Inc. a Delaware company, and they include our service terms and important provisions for resolving disputes through arbitration. By using our Services, you agree to these Terms. If you do not agree to these Terms of Use, please do not use the Services.
The Services are intended for a U.S. audience only. If you reside in the European Economic Area, Switzerland, or the UK, your use of the Services is governed by different terms.
Our business terms govern use of GuruAI, our APIs, and our other services for businesses and developers.
Our Privacy Policy explains how we collect and use personal information. Although it does not form part of these Terms, it is an important document that you should read.
Who We Are
GuruAI is an AI company that manages a decentralized database of content that allows our knowledge experts to own and control their data, tools, and methods and present their knowledge authentically to all of their subscribers and followers.
Registration and Access
Minimum age. You must be at least 18 years old or the minimum age permitted by applicable law to use the Services. If you are under 18, you must have your parent’s or legal guardian’s permission to use the Services.
Registration. You must provide accurate and complete information to register for an account to use our Services. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf.
Using Our Services
What you can do. Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws as well as our sharing and publication policy and any other documentation, guidelines, or policies we make available to you.
What you cannot do. You may not use our Services for any illegal, harmful, or abusive activity. For example, you may not:
- Use our Services in a way that infringes, misappropriates, or violates anyone’s rights.
- Modify, copy, lease, sell, or distribute any of our Services.
- Attempt to or assist anyone to reverse engineer, decompile, or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).
- Automatically or programmatically extract data or Output (defined below).
- Represent that Output was human-generated when it was not.
- Interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services.
- Use Output to develop models that compete with GuruAI.
Software. Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure you’re using the latest version. Our software may include open source software that is governed by its own licenses that we’ve made available to you.
Corporate domains. If you create an account using an email address owned by an organization (for example, your employer), that account may be added to the organization's business account with us, in which case we will provide notice to you so that you can help facilitate the transfer of your account (unless your organization has already provided notice to you that it may monitor and control your account). Once your account is transferred, the organization’s administrator will be able to control your account, including being able to access Content (defined below) and restrict or remove your access to the account.
Third party Services. Our services may include third party software, products, or services, (“Third Party Services”), and some parts of our Services, like our browse feature, may include output from those services (“Third Party Output”). Third Party Services and Third Party Output are subject to their own terms, and we are not responsible for them.
Feedback. We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.
Content
Your content. You may provide input to the Services (“Input”) and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.
Ownership of content. As between you and GuruAI, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.
Similarity of content. Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any Third Party Output.
Our use of content. We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.
Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.
When you use our Services, you understand and agree:
- Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
- You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
- You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
- Our Services may provide incomplete, incorrect, or offensive Output that does not represent GuruAI’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with GuruAI.
Our IP Rights
We and our affiliates own all rights, title, and interest in and to the Services.
Termination and Suspension
Termination. You are free to stop using our Services at any time. We reserve the right, in our sole discretion, to suspend or terminate these Terms of Use and your access to all or part our Services for any reason with or without prior notice or liability.
Discontinuation of Services
We may decide, in our sole discretion, to discontinue our Services.
Disclaimer of Warranties
OUR SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
Limitation of Liability
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Some jurisdictions do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you. In that case, these Terms only limit our responsibilities to the maximum extent permitted by law.
GURUAI’S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.
Indemnity
If you are a business or organization, to the extent permitted by law, you will indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) from third party claims arising out of or relating to your use of the Services and Content or any violation of these Terms.
Dispute Resolution
YOU AND GURUAI AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
MANDATORY ARBITRATION. You and GURUAI agree to resolve any claims arising out of or relating to these Terms or our Services, regardless of when the claim arose, even if it was before these Terms existed (a “Dispute”), through final and binding arbitration.
Informal dispute resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending us notice through support@xpertloop.ai. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.
Arbitration forum. If we are unable to resolve the Dispute, either of us may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable.). GuruAI will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.
Arbitration procedures. The arbitration will be conducted by video conference, if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be mutually agreed upon, in the county where you reside, or as determined by the arbitrator, unless the batch arbitration process applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Texas. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of Texas have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.
Exceptions. This section does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement or misappropriation.
CLASS AND JURY TRIAL WAIVERS. You and GuruAI agree that Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and GuruAI knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.
Batch arbitration. If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and GuruAI agree that NAM will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.
Severability. If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety.
Copyright Complaints
If you believe that your intellectual property rights have been infringed, please send notice to the address below. We may delete or disable content that we believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate.
GuruAI Inc.
6500 River Place, Bldg 7, Suite 250
Austin, TX 78730
Attn: General Counsel
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 allegedly infringing material is located on our site so we can find it.
- 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.
- A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
General Terms
Assignment. You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.
Changes to these Terms or our Services. We are continuously working to develop and improve our Services. We may change these Terms or our Services accordingly from time to time. For example, we may make changes to these Terms or the Services due to:
- Changes to the law or regulatory requirements.
- Security or safety reasons.
- Circumstances beyond our reasonable control.
- Changes we make in the usual course of developing our Services.
- To adapt to new technologies.
All changes will be effective as soon as we post them to our website. If you do not agree to the changes, you must stop using our Services.
Delay in enforcing these Terms. Our failure to enforce a provision is not a waiver of our right to do so later. Except as provided in the dispute resolution section above, if any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms.
Trade controls. You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.
Entire agreement. These Terms contain the entire agreement between you and GuruAI regarding the Services and, other than any Service-specific terms, supersedes any prior or contemporaneous agreements between you and GuruAI.
Governing law. Texas law will govern these Terms except for its conflicts of laws principles. Except as provided in the dispute resolution section above, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Texas.
Master Services Agreement for Client Subscriptions
Any client (“Customer”) who subscribes to the Xpertloop offerings enters into an agreement with GuruAI, Inc., a Delaware corporation (“GuruAI”) DBA, Xpertloop. By entering into this agreement, Customer agrees to be bound by the Master Services Agreement below. Capitalized and undefined terms used herein shall have the meanings given such terms in the Master Services Agreement. GuruAI and Customer are each referred to individually as a “party,” and collectively as the “parties.”
By agreeing to these terms, each party represents and warrants that it: (a) has read and understands the Agreement; (b) agrees to be bound by the terms of the Agreement; and (c) has full power and authority to accept the Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
Master Services Agreement
This Master Services Agreement (this “Agreement”) shall govern the terms to which this Agreement is attached and is made by and between GuruAI, Inc., a Delaware corporation with offices at 6500 River Place Blvd, Bldg 7, Suite 250, Austin, TX 78730 (“GuruAI”) and the customer identified in the subscription (“Customer”, and together with GuruAI, the “parties” and each, a “party”).
Select Definitions
“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control" (including the terms “controlled by” and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
“Aggregate Data” means Customer Data (as defined in Section 5(a)) that has been aggregated, anonymized, and de-identified in a manner that does not reveal any personally identifiable information and cannot reasonably be used identify Customer as the source of such data.
“API” means an application programming interface.
“Content” means Customer’s content, works, and other materials (including any documents, templates or other resources developed by Customer) uploaded by Customer to the Services or otherwise provided or made available by Customer to GuruAI, End Users or other users of the Services.
“Credentials” means any user accounts, passwords and other authentication credentials associated with use of the Services by Customer.
“Customer Facilities” means Credentials and any account, hardware, system or other facility within the custody or control of Customer.
“Customer Model” means a GuruAI retrieval-augmented generation (“RAG”) or other AI model or tool which Customer trains via the Services using Content and which Customer may publish for use by End Users pursuant to the terms herein.
“Documentation” means any reference materials, as may be provided and updated by GuruAI from time to time, relating to the use of GuruAI’s APIs to the Customer Model.
“Emergency Security Issue” means any: (i) use of the Services by Customer in violation of the terms and conditions of this Agreement that disrupts or is reasonably likely to disrupt the availability of the Services to other users; (ii) access to the Services by any unauthorized third party through use of any Customer Facilities; or (iii) any compromise of the Services due to the presence of Malicious Code.
“End User(s)” shall mean Customer’s customers who purchase access to or are otherwise permitted to access a Customer Model.
“GuruAI Proprietary Model” means a GuruAI proprietary generative artificial intelligence or large language model.
“Input” means any query or other material submitted by Customer or an End User to a Customer Model with the intent to generate an Output from the Customer Model.
“Intellectual Property” means all rights associated with patents and inventions; copyrights, mask works and other works of authorship (including moral rights); trademarks, service marks, trade dress, trade names, logos and other source identifiers; trade secrets; software, databases and data; and all other intellectual property and industrial designs.
“Malicious Code” means without limitation code, files, scripts, agents or programs intended to do harm, including without limitation viruses, worms, time bombs and trojan horses.
“Output” means output from the Customer Model based on the Input. For the avoidance of doubt, an “Output” may include a completed template, questionnaire, exercise, resource, or other report based on the same as provided and approved by Customer as a part of the Content (collectively, “Output Documents”).
“Permitted Purposes” means (i) internal business use for the development and testing of Customer Models, (ii) the publishing of Customer Models for purchase of access to and use by End Users in accordance with the terms herein, and (iii) testing and evaluation of the Services in order to provide Suggestions (as defined below) to GuruAI.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, franchisor, franchisee, governmental authority, unincorporated organization, trust, association, or other entity.
“Services” means any and all of the services, software and other offerings provided by GuruAI pursuant to this Agreement, including the offerings provided through http://www.guruai.vision/ (including any subdomains), GuruAI Proprietary Models, any Customer Sites, Customer Models, any APIs provided by GuruAI, Documentation, any other media form, media channel, mobile applications provided by GuruAI, and all such services and software labeled as alpha, beta, pre-release, trial, preview or otherwise. Services may include any enhancements, updates, upgrades, derivatives or bug fixes to such services, software, and offerings, and any documentation, add-ons, templates, sample data sets, and hardware devices as provided by GuruAI.
Grant of Rights and Restrictions
Grant of Rights. During the Term and subject to and conditioned upon Customer’s compliance with the terms and conditions of this Agreement, GuruAI hereby grants Customer a limited, non-exclusive, revocable, non-transferrable, non-sublicensable right to access and use the Services only for the Permitted Purposes.
Restrictions. Except as expressly authorized in this Agreement or by GuruAI, Customer will not, and will not permit any third party (including End Users) to: (i) access or use the Services for any purposes which are not the Permitted Purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes); (ii) modify, adapt, or create derivative works of the Services; (iii) rent, lease, loan, resell, transfer, sublicense, display or distribute the Services to any third party; (iv) decompile, disassemble, translate or reverse-engineer the Services or otherwise attempt to derive Services source code, algorithms, models or techniques used or embodied in the Services; (v) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the Services (including without limitation, any API); (vi) interfere with or disrupt servers or networks connected to any website through which the Services are provided; (vii) automatically or programmatically extract data or Output; (viii) represent that Output was human-generated when it was not; (ix) use the Services for any illegal, unauthorized or otherwise improper purposes; (x) use or offer any functionality of the Services on a service provider, service bureau, hosted, software as a service, or time sharing basis, provide or permit other individuals or entities to create Internet “links” to the Services, or "frame" or "mirror" the Services on any other server, or wireless or Internet-based device; (xi) use the Services to build a similar or competitive product or service; or (xii) use the Services to transmit Malicious Code.
Publication and White-Label Terms.
Publication. Publishing any Customer Models for purchase of access to and use by End Users on the Services shall be subject to Customer meeting any and all applicable terms, conditions, and limitations communicated to Customer via the Services or email, other electronic communication system, or as otherwise required in accordance with any eligibility requirements determined by GuruAI (collectively, the “Publishing Conditions”). The right to publish any Customer Model is subject to Customer’s ongoing compliance with the Publishing Conditions in full. Customer acknowledges that GuruAI has no obligation to promote, distribute, or market the Customer Models. The publishing of any Customer Models does not constitute an endorsement or guarantee of the Customer Model’s reliability and quality, nor does it constitute any obligation that the Customer Model won’t be deactivated, suspended or removed thereafter. In no event will Customer state or imply that GuruAI endorses, sponsors or guarantees any Customer Model. Customer remains solely responsible for its Customer Model and its quality, compliance with applicable laws and regulations (including any applicable laws or regulations concerning privacy or data security), security and support, regardless of publication for use by End Users, or receipt of any certification from GuruAI, if granted; likewise, Customer’s undertakings, representations, liabilities, warranties and indemnities are not diminished by such review.
Hosting and Access. Following the publishing of a Customer Model, GuruAI, as a part of the Services, will host the Customer Model through its own network of third party hosting providers and on a GuruAI website located on a GuruAI subdomain (the “Customer Site”). GuruAI hereby grants Customer a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to use and access the Customer Site during the Term for the purposes set forth herein. Customer shall be solely responsible for designating which End Users shall be permitted to access and use any published Customer Model and Customer agrees that it shall be solely responsible for adding and removing access permissions for End Users via the Services or by otherwise notifying GuruAI pursuant to GuruAI’s instructions, and as required and in accordance with each such End User’s purchase of access to the applicable Customer Model. GuruAI shall have no responsibility or liability with respect to any unauthorized End Users accessing any Customer Site, or for monitoring and enforcing any such access or limitations with respect thereto.
End User Fees. Notwithstanding anything to the contrary herein, Customer shall have the right to charge End Users a fee—including fixed-price, “pay what you want,” or other variable pricing models—to access a published Customer Model. Either Customer or GuruAI may collect such fees from End Users, whether through the GuruAI platform, any third-party payment platform, or any other service. Unless otherwise agreed in a separate written agreement between the parties, all such fees shall be subject to a seventy percent (70%) / thirty percent (30%) split of net amounts actually received, with seventy percent (70%) payable to Customer and thirty percent (30%) payable to GuruAI. “Net amounts actually received” means amounts collected from End Users less any associated fees (including without limitation, payment processing fees), expenses, taxes, returns, or credits. If Customer elects to collect End User fees directly, Customer shall be solely responsible for all related functions and processes (including without limitation, invoicing, billing, payment processing, and access control for paying End Users). If GuruAI collects End User fees on Customer’s behalf, GuruAI shall remit Customer’s applicable share in accordance with the net revenue split described above and GuruAI’s then-current standard payment terms. For the avoidance of doubt, whether or not Customer charges End Users a fee to access any such Customer Model, Customer shall not be relieved from paying the Fees (as defined below) or any other payment obligations set forth herein.
White-Label Branding. After Customer approves publication of a Customer Model to a Customer Site, GuruAI will configure, or provide Customer with the functionality via Services to configure, the Customer Site to display Customer’s logos, trade names, promotional materials, trade dress, product or service names which are provided by Customer to GuruAI, either via the Services or otherwise, for display on such subdomain (collectively, the “Customer Brand Materials”). Customer hereby grants GuruAI a non-exclusive and irrevocable right and license during the Term to display the Customer Brand Materials in connection with GuruAI’s provision of the Services hereunder. Customer acknowledges and agrees that any such Customer Site will display a “Powered by GuruAI” or similar designation at the discretion of GuruAI.
End User Support. Customer acknowledges and agrees that each End User is considered to be a customer of both Customer and GuruAI and that: (i) Customer shall be solely responsible for responding to End User support requests and questions regarding the content and information contained in any Output, pricing and fees applicable to such End User’s access to the Customer Site, and related to the Customer Brand Materials or the Customer itself; and (ii) GuruAI shall only be responsible for providing technical support to End Users with respect to each such End User’s ability to access the Customer Site and as otherwise required by applicable law. To the extent any End User contacts Customer with respect to exercising any of their data subject rights set forth in the Privacy Policy (as defined below), Customer shall immediately notify GuruAI of such request.
Terms of Service. Any download, use or other access by Customer or any End User of any Customer Model, GuruAI Proprietary Model or the Services shall be subject to any GuruAI terms and conditions and any other policies applicable thereto, including those available at https://xpertloop.ai/terms-of-use as may be amended from time to time in GuruAI’s sole discretion as set forth therein, (collectively, the “Terms of Service”). Customer shall (i) ensure that each End User properly acknowledges and agrees and consents to the Terms of Service as required under applicable law, and (ii) does not alter, circumvent, prohibit, or otherwise restrict any End User’s access to the Terms of Service.
Other Parties. Any employee, consultant, contractor or agent hired to perform services for Customer may operate the Services on Customer’s behalf solely under these terms and conditions, provided that: (i) Customer is responsible for ensuring that any such party agrees in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to Customer; (ii) Customer is responsible for ensuring that any such party agrees in a legally enforceable manner to abide by and fully comply with the Terms of Service; (iii) such use is only in connection with Customer’s Permitted Purposes; (iv) such use does not represent or constitute an increase in the scope of the licenses provided hereunder; and (v) Customer remains fully responsible and liable for any and all acts or omissions by such third parties related to this Agreement.
Compliance Monitoring. Customer acknowledges and agrees that the Services may include features that allow GuruAI to monitor use of the Services to confirm that such use complies with this Agreement. Such features may further permit GuruAI to disable use of the Services remotely.
Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. GuruAI is constantly working to improve the Services to make it more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of the Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts. When Customer uses the Services, Customer understands and agrees: (i) Outputs may not always be accurate, and Customer should not rely on Outputs from the Services as a sole source of truth or factual information, or as a substitute for professional advice; (ii) Customer must evaluate Outputs for accuracy and appropriateness for Customer’s use case, including using human review as appropriate, before using or sharing Outputs from the Services; (iii) Customer must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them; and (iv) the Services may provide incomplete, incorrect, or offensive Outputs that do not represent GuruAI’s views. If Outputs reference any third-party products or services, including Third Party Sites (as defined below), it does not mean the third party endorses or is affiliated with GuruAI. For the avoidance of doubt, Customer and GuruAI acknowledge and agree that GuruAI is not responsible for any access to or use of an Output by an End User, regardless of whether any reputational, goodwill or other harm or liability may be experience by Customer based on an End User’s access to or use of an Output.
Changes. GuruAI may improve, modify, add or remove functions or features to or from the Services from time to time, with or without notice to Customer.
Customer Responsibilities
Compliance with Laws. Customer shall be solely responsible for ensuring that it uses the Services only in a manner that complies with all applicable laws and regulations, including in relation to the use of artificial intelligence or large language models, and for ensuring that Customer is permitted under all applicable laws and regulations to use and provide Customer Data (as defined below) and Input to GuruAI for processing in accordance with this Agreement.
Technical Requirements. Customer shall be solely responsible for obtaining, configuring and maintaining any third-party hardware, network connectivity and third-party software required to access and use the Services, including the Customer Environment and all other computers, operating systems, web browsers and storage devices.
Third Party Sites. The Services may contain advertisements and/or links to other websites, including third-party APIs (“Third Party Sites”). The Third Party Sites may include APIs that provide certain generative AI functionalities that may inform the Outputs. GuruAI does not endorse, sanction or verify the accuracy or ownership of the information contained in/on any Third Party Site or any products or services advertised on Third Party Sites. If Customer decides to leave the Services and navigate to Third Party Sites, or install any software or download content from any such Third Party Sites, Customer does so at Customer’s own risk. Once Customer accesses a Third Party Site through a link in the Services, Customer may no longer be protected by this Agreement and Customer may be subject to the terms and conditions of such Third Party Site. Customer should review the applicable policies, including privacy and data gathering practices, of any Third Party Site to which Customer navigates from the Services, or relating to any software Customer uses or installs from a Third Party Site. Concerns regarding a Third Party Site should be directed to the Third Party Site itself. GuruAI bears no responsibility for any action associated with any Third Party Site.
Protection. Customer shall be solely responsible for protecting the confidentiality of Credentials and all activities undertaken using Customer Facilities. In the event that Customer becomes aware of any unauthorized access to or use of the Services through use of Customer Facilities, Customer shall promptly give written notice to GuruAI of such breach and make reasonable efforts to eliminate it. Customer shall at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to and use of the Services through Customer Facilities. All such measures shall comply with prevailing industry standards but in no case consist of less than reasonable care. Customer acknowledges that GuruAI is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords.
Fees and Taxes
Fees. Customer shall pay GuruAI the applicable fees set forth in the subscription agreement pursuant to the payment terms therein. In the event that the subscription agreement does not set forth payment terms, payment shall be due within thirty (30) days of Customer’s receipt of the invoice. Except as otherwise specifically set forth in this Agreement, all fees and payments are non-refundable. There will be no refunds or credits for partial months of Services, upgrade/downgrade refunds, or refunds for months unused with an open account.
Payment Provider. You hereby (i) acknowledge and agree that GuruAI uses or may use a third party payment provider in connection with its collection of Fees (the “Payment Provider”), (ii) acknowledge and agree that GuruAI will not be responsible for any payments as a result of your failure to provide up-to-date and accurate information to the Payment Provider, and (iii) acknowledge and authorize GuruAI and the Payment Provider to charge all Fees to your chosen payment method. As with all third-party providers, GuruAI is not a party to any agreement between you and the Payment Processor, and GuruAI does not control the Payment Provider’s privacy and data security policies. GuruAI reserves the right to change payment processors at any time.
Late Fees. Any payment not received from Customer when due shall incur interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. If Customer is delinquent in its payments for two (2) consecutive months, GuruAI may, upon written notice to Customer, modify the payment terms to require full pre-payment of any or all subscription agreements (as currently contracted and as contracted in the future), or require other assurances to secure Customer’s payment obligations hereunder.
Taxes. All fees exclude any and all taxes and similar fees now in force, enacted or imposed in the future on the transaction, delivery of the Services, including any sales, use or value added taxes, goods and services tax, consumption tax, customs duties or similar charges, but excluding withholding taxes and taxes solely based on GuruAI’s net income, and Customer shall be responsible for payment of all such taxes, duties and charges, and any related penalties and interest arising from the payment and receipt, as applicable, of such amounts. If Customer is legally required to withhold any amounts to be paid to GuruAI, Customer will deduct such taxes from the amount otherwise owed, pay the tax to the appropriate taxing authority, and provide to GuruAI on a timely basis properly executed certificates, receipts or other documentation as evidence of such tax payment to the taxing authority, sufficient to permit GuruAI to establish GuruAI’s right to a credit for such taxes against GuruAI’s income tax liability. Customer shall provide GuruAI with such assistance as GuruAI shall reasonably request in connection with any application by GuruAI to qualify for the benefit of a reduced rate of withholding taxation under the terms of any applicable income tax treaty.
Intellectual Property
Responsibility for Content. All data, information and other content accessible through the Services (“Data”) are the sole responsibility of the party from whom such materials originated. Customer acknowledges and agrees that Customer, and not GuruAI, is solely responsible for (i) all Data and Inputs that Customer and its End Users submit, upload, email, transmit or otherwise make available through the Services (“Customer Data”); and (ii) giving all required notices and obtaining all necessary consents and rights (including all required permissions from Intellectual Property holders and any consents and rights related to an End User’s privacy and data security rights) before submitting Customer Data and Inputs through or to the Services.
Prohibited Data. Customer shall not without GuruAI’s prior written consent upload, submit, post, email, store, transmit, or otherwise make available, whether directly or indirectly from Customer or through a third party (including End Users), any Data that (i) is defined as sensitive personal information under applicable law, (ii) is related to an individual’s biometric information, (iii) is covered under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as may be amended from time to time, including without limitation, the Health Information Technology for Economic and Clinical Health (HITECH) Act and similar state laws, (iv) is subject to the Gramm-Leach-Bliley Act or similar laws or regulations related to the collection and processing of personal information on behalf of financial institutions, (v) is related to a minor, as defined under applicable law, or (vi) Customer does not have all necessary consents and rights to provide.
GuruAI Ownership. The Services, including any Customer Site, are licensed, not sold, and GuruAI, its suppliers and its licensors, retain and reserve all rights not expressly granted in this Agreement. Customer acknowledges and agrees that, as between GuruAI and Customer, GuruAI, its suppliers and its licensors own all right, title and interest (including all Intellectual Property) in and to the Services, and all improvements, enhancements or modifications thereto, including all Data therein (except for Customer Data and Content), regardless of whether or not any such improvements, enhancements or modifications are made pursuant to the subscription agreement.
Customer Data. GuruAI acknowledges and agrees that, as between Customer and GuruAI, Customer owns all right, title and interest (including all Intellectual Property) in and to Customer Data, Content and any Output. Customer hereby grants GuruAI and its service providers a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, create derivative works from, perform, display, distribute, make and have made Customer Data, Content and any Output (including Aggregate Data) as necessary for GuruAI to: (i) provide access to the Services to Customer; (ii) develop and train the Customer Model; (iii) provide maintenance, support, calibration, diagnostic and troubleshooting services to Customer relating to the Services; and (iv) monitor and improve the Services and develop GuruAI products and services and machine learning technologies. For the avoidance of doubt, the foregoing shall include the right to make the Customer Model available to any authorized End User as set forth in Section 2(c), including, if applicable and permitted by Customer, the right and ability for such End Users to download and access any Output (including Output Documents) outside of the Customer Model. GuruAI shall process and use any personal data that Customer provides in accordance with the GuruAI Privacy Policy located at https://xpertloop.ai/privacy-policy (the “Privacy Policy”). Except as otherwise provided herein, the Customer Data, Content and any Output will be siloed from all other AI environments. For the avoidance of doubt, GuruAI will not, and Customer will not direct GuruAI or the Customer Model to, use any End User personal information to train or develop any GuruAI Proprietary Model, including the Customer Model.
Aggregate Data. Customer acknowledges and agrees that GuruAI may collect or generate Aggregate Data in connection with providing Customer with access to the Services, and Customer hereby grants GuruAI and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Aggregate Data for any lawful purpose, including, without limitation for machine learning technologies.
Suggestions. If Customer elects to provide or make available to GuruAI any suggestions, comments, ideas, improvements or other feedback relating to the Services (“Suggestions”), Customer hereby grants GuruAI a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Suggestions in any manner, without credit or compensation to Customer.
Intellectual Property Notices. Customer shall not remove, obscure or modify in any way any copyright or trademark notices or other notices or disclaimers that appear within the Services.
Term, Suspension and Termination
Term. Unless otherwise specified in the subscription agreement, the term for this Agreement shall commence on the Effective Date and continue in effect for one (1) year (the “Initial Term”), which shall automatically renew in successive one (1)-year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the Initial Term or then-current Renewal Term, as applicable. GuruAI reserves the right to change prices and other terms for the Services for any upcoming Renewal Term by providing notice of such change to Customer at least ninety (90) days before the commencement of the applicable Renewal Term.
Suspension. GuruAI reserves the right to suspend Customer’s access to or use of the Services in the event of: (i) Customer’s breach of this Agreement, including Customer’s failure to pay any fees when due under this Agreement; or (ii) an Emergency Security Issue, in which case GuruAI will make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue.
Termination. Notwithstanding anything to the contrary, this Agreement and any applicable subscription agreement may be terminated as follows: (i) by the non-breaching party upon a material breach of this Agreement or subscription agreement by the other party, which breach is not cured within thirty (30) days after receipt of written notice from the non-breaching party, provided that, in the event such breach relates only to a specific subscription agreement, termination may be limited to such subscription agreement, as applicable; or (ii) by either party in the event the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party’s business.
Events Upon Termination. Upon termination of this Agreement for any reason: (i) Customer shall immediately cease all use of and access to the Services; (ii) Customer shall return all portions of the Services within Customers custody or control by methods previously approved by GuruAI; and (iii) each party shall immediately cease all use of the other party’s Confidential Information (as defined in below and return or destroy all copies of such Confidential Information that are within its custody or control; and (iv) GuruAI may delete or restrict access to Customer Data, Content or any accounts associated with Customer. Within 30 days of termination of this Agreement for any reason, GuruAI will delete the Customer Model, the underlying Customer Content and the Customer Site, and GuruAI is not responsible or liable for any damages that may arise or result from such deletion.
Survival. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination, including Sections: 1 {Select Definitions}; 2(b) {Restrictions}; 5 {Fees and Taxes}; 5 {Intellectual Property}; 6(d) {Events Upon Termination}; 6(e) {Survival}; 7 {Representations and Warranties}; 8 {Indemnification}; 9 {Confidential Information}; 10 {Disclaimer of Warranties}; 11 {Limitation of Liability}; and 12 {Miscellaneous}.
Representations and Warranties. GuruAI and Customer each represents and warrants to the other that: (i) it has the necessary power and authority to enter into this Agreement; (ii) the execution and performance of this Agreement have been authorized by all necessary corporate or institutional action; (iii) entry into and performance of this Agreement will not conflict with any provision of law or the certificate of incorporation, bylaws or comparable organizational documents of such party; (iv) no action by any governmental organization is necessary to make this Agreement valid and binding upon such party; and (v) it possesses all governmental licenses and approvals necessary to perform its obligations under this Agreement.
Indemnification
GuruAI Indemnification. GuruAI agrees that Customer shall have no liability and GuruAI shall indemnify, defend and hold Customer harmless against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or paid in settlement to the extent arising from any action or claim of a third party (each, a “Loss”) asserting that Customer’s use of the Services, when used as expressly permitted by this Agreement, infringes the Intellectual Property of such third party; provided, however, that GuruAI shall have no obligation to indemnify Customer from any Losses to the extent they arise from: (i) use of the Services by Customer or any End User or through Customer Facilities in any manner that does not comply in all respects with the terms and conditions of this Agreement or applicable laws or regulations; (ii) use of the Services by Customer or any End User or through Customer Facilities in combination with any hardware, software, or consumables not provided or approved by GuruAI; (iii) modifications to the Services made by or on behalf of Customer or any End User or through Customer Facilities that are not authorized by GuruAI; or (iv) any Customer Data or Input (Sections 8(a)(i) through 8(a)(iv)), collectively, “Customer Acts”). In the event that any part of the Services becomes the subject of a Loss or GuruAI reasonably determines that any part of the Services is likely to become the subject of a Loss, GuruAI may, at its sole discretion: (1) procure for Customer a license as necessary for Customer to exercise the rights granted by GuruAI under this Agreement; (2) modify or replace the Services to avoid infringement, provided, however, that the Services as modified or replaced retains materially the same or better features and functionality; or (3) terminate this Agreement and provide a pro rata refund of the fees paid by Customer to GuruAI for the unused portion of the Initial Term or Renewal Term, as applicable.
Customer Indemnification. Customer agrees that GuruAI shall have no liability and Customer shall indemnify, defend and hold GuruAI harmless against any Loss to the extent arising from any (i) Customer Acts; (ii) Customer’s use of any Content or Output; (iii) Customer’s violation or other infringement of the Intellectual Property of any third party (including without limitation, with respect to Content and the Customer Brand Materials), except as set forth in Section 8(a); and (iii) Customer’s failure to comply with or violation of any applicable law or regulation.
Procedure. The indemnified party shall: (i) give the indemnifying party prompt written notice of any indemnified claim; provided, however, that failure of the indemnified party to give such prompt written notice shall not relieve the indemnifying party of any obligation to indemnify pursuant to this Section 8, except to the extent the indemnifying party has been materially prejudiced thereby; (ii) cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party sole and complete control over the defense or settlement of any indemnified claim; provided, however, that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation.
Confidential Information
Definition. “Confidential Information” means information identified in good faith by either party as being confidential or proprietary, or information that, given its nature or the circumstances of its disclosure, should reasonably be understood to be confidential or proprietary. GuruAI’s Confidential Information shall include, but not be limited to, the terms and conditions of this Agreement, the source code and architectural and physical framework of the various components the Services, information relating to future releases of Services components, testing processes, training videos, instructions, manuals, pricing information, and business plans provided by either party.
Non-Disclosure. Each party will use the Confidential Information provided by the other party only as necessary to exercise its rights and discharge its obligations under this Agreement and for no other purpose without the prior written consent of the disclosing party. Neither party shall disclose to a third-party Confidential Information of the other party. Customer agrees that at no time will Customer disseminate any materials supplied to Customer, including, without limitation via blog, video channels, data uploading services, etc. To maintain in confidence the Confidential Information of the disclosing party, the receiving party shall use the same degree of care as it uses to protect the confidentiality of its own Confidential Information of like nature, but no less than a reasonable degree of care. The foregoing obligations shall not apply to any Confidential Information that: (i) can be demonstrated to have been publicly known at the time of the disclosing party’s disclosure of such Confidential Information to the receiving party; (ii) becomes part of the public domain or publicly known, by publication or otherwise, not due to any unauthorized act or omission by the receiving party; (iii) can be demonstrated to have been independently developed or acquired by the receiving party without reference to or reliance upon such Confidential Information; (iv) is provided to the receiving party by a third party who is under no obligation to the disclosing party to keep the information confidential; or (v) is required to be disclosed by law without restriction as to confidentiality; provided, however, that the receiving party shall take reasonable actions to minimize such disclosure and promptly notify the disclosing party, to the extent permitted by law, so that the disclosing party may take lawful actions to avoid or minimize such disclosure.
DISCLAIMER OF WARRANTIES
Disclaimer. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” GURUAI, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXCEPT AS SET FORTH IN SECTION 7), EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, OR THAT USE OF SUCH THE SERVICES WILL BE, ACCURATE, ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET CUSTOMER’S REQUIREMENTS. GURUAI WILL HAVE NO LIABILITY OR OBLIGATION TO REPAIR OR PROVIDE MAINTENANCE AND SUPPORT IN CONNECTION WITH THE SERVICES FOR ANY ERROR OR DAMAGE ARISING FROM CUSTOMER ACTS.
Non-Reliance. ALL DATA, CONTENT, INFORMATION OR OTHER MEDIA MADE AVAILABLE THROUGH THE SERVICES ARE MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. CUSTOMER IS SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL OUTPUTS, DATA, CONTENT, INFORMATION OR OTHER MEDIA BEFORE TAKING OR OMITTING ANY ACTION. CUSTOMER SHOULD NOT RELY ON THE SERVICES, AND CUSTOMER SHOULD NOT USE THE SERVICES FOR ADVICE OF ANY KIND.
LIMITATION OF LIABILITY
OTHER THAN WITH RESPECT TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5, A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OR BREACH OF SECTION 2(b) OR 9: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF COVER, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE SERVICES OR ITS DELIVERY VIA THE INTERNET, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE; AND (B) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES RECEIVED BY GURUAI FROM CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENTS GIVING RISE TO LIABILITY AROSE.
Miscellaneous
Reservation of Rights. Each of the parties reserves all rights not expressly granted under this Agreement.
Independent Contractors. The relationship between GuruAI and Customer established by this Agreement is solely that of independent contractors. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party, without the express prior written consent of such other party.
Notice. All notices, demands and other communications (“Notices”) to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and sent to the parties according to the contact information provided below, or such other contact information as either party shall notify the other in accordance with this Section 12(c):
To GuruAI:
GuruAI, Inc.
Attn: Legal
6500 River Place Blvd, Bldg 7, Suite 250, Austin, TX 78730
To Customer:
As set forth in subscription agreement
Publicity. Notwithstanding anything to the contrary, including Section 9, GuruAI shall be permitted use the Marks on GuruAI’s website or other marketing materials in order to identify Customer as a GuruAI Customer and issue a press release describing in general terms the business relationship between the parties.
Assignment. Customer may not assign this Agreement or delegate any right or obligation hereunder, by operation of law or otherwise without the prior written consent of GuruAI. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Interpretation. For the purposes of this Agreement: (i) the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter. In the event of any conflict between this Agreement and any Policy, the terms and conditions of this Agreement shall take precedence.
Amendment. This Agreement may not be amended except in a writing executed by an authorized representative of each party.
Severability. If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement.
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
Jurisdiction. The parties agree that any action, proceeding, controversy or claim between them arising out of or relating to this Agreement (collectively, an “Action”) shall be brought only in a court of competent jurisdiction in Austin, Texas. Each Party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action.
No Waiver. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of this Agreement, or of any breach or default hereunder, must be set forth in a written instrument signed by the party against which such waiver is to be enforced.
No Third Party Beneficiaries. There shall be no third-party beneficiaries to this Agreement.
Force Majeure. Neither party shall be liable for any failure to perform under this Agreement to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.