Effective: Jan 1, 2024.
These Terms of Service constitute a legally binding agreement between you and Flagship AI, Inc. dba Alta Daily (together with its affiliates, “Alta”, “we,” “our” or “us”) governing your use of our products, services, and website (the “Site” and collectively with the foregoing, the “Services”).
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, VISITING THE SITE, OR ACCESSING OR USING THE SERVICES, INCLUDING THE AI FUNCTIONS (AS DEFINED BELOW) THAT ARE PART OF THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU REGISTER FOR A FREE VERSION OF ALTA’S SERVICES, THE APPLICABLE PROVISIONS OF THESE TERMS WILL ALSO GOVERN THAT FREE VERSION. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.
These Terms of Service are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Services; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.
Any personal data you submit to the us or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available here. You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”
PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND ALTA CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 13). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
1. Our Services
Alta powers a web-based artificial intelligence copilot experience that enables new, more efficient methods for users to obtain personal styling, closet management, and similar services, as well as curating recommendations on what to wear and where to shop based, in part, on a user’s preferences and feedback.
2. Account, Passwordless Authentication, Security, and Mobile Phone Use
You must register with Alta and create an account to use the Services (other than use of the Site that is accessible without registration) (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name, phone number, email address, location, age, height, and body shape. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. Alta supports passwordless authentication, which requires a code from a device you own before you can login. You are responsible for maintaining the confidentiality of any log-in, authentication, and Account number provided by you or given to you by Alta for accessing the Services. You are solely and fully responsible for all activities that occur under your Account, even if not authorized by you. Alta has no control over the use of any user’s Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your Account or you suspect any other breach of security, you agree to contact Alta immediately.
The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your identification or any other breach or threatened breach of our security or the security of your Account.
By providing your mobile phone number and using the Services, you hereby affirmatively consent to Alta’s use of your mobile phone number for calls and recurring texts, (including with an autodialer and/or prerecorded voice) in order to (i) authenticate login requests, (ii) perform and improve upon the Services, (iii) facilitate the carrying out our Services, and (iii) provide you with information and reminders regarding your registration, changes and updates, service outages or alterations. These calls and texts may include, among other things, push notifications and other reminders. Alta will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by modifying your Account settings on the Site, texting “STOP” in response to any texts, or by emailing altalegalteam@gmail.com and specifying you want to opt-out of texts. You may opt-out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing altalegalteam@gmail.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.
3. Beta services
There is no cost to use the beta Services at this time (the “Beta Services”), but the Services as they currently exist and/or specific features may be paid upgrades in the future. Alta may terminate the Beta Services at any time in its sole discretion. At such time, additional terms and conditions will appear on the Site (including through your Account) regarding your options to continue paid Services.
4. AI Functions and User Content
“AI Functions” is defined as features and capabilities offered as part of the Services that utilize artificial intelligence, machine learning or similar technologies developed by Alta and/or Alta’s third-party providers. Alta and its licensors exclusively own all right, title, and interest in and to the AI Functions, including all associated intellectual property rights.
“User Content” is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to the Services for use with the AI Functions. When you provide User Content for use with AI Functions, you will receive output generated and returned by the AI Functions (“Output,” and together with User Content, “AI Content”).
You are solely responsible for your User Content, including compliance with applicable laws and the Agreement. To the extent that any User Content contains personal data of any individuals, you are responsible for making sure that you have the appropriate permission and legal basis for us to collect and process information about those individuals. You authorize Alta and its third-party providers to process your User Content to provide you with AI Functions. You agree that Alta may use subprocessors to provide the AI Functions to you. You acknowledge and agree that Alta:
• Is not involved in the creation or development of User Content.
• Disclaims any responsibility for User Content or any personal data included in User Content.
• Cannot be liable for claims arising out of or relating to User Content, including any personal data included in user Content.
• Is not obligated to monitor, review, or remove User Content, but reserves the right to limit or remove User Content on the Services at its sole discretion.
You hereby represent and warrant to Alta that your User Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with Alta or purport that you are authorized to act as a representative or agent of Alta; and (viii) will not create liability for Alta or cause Alta to lose (in whole or in part) the services of its ISPs or other suppliers.
By making available any User Content through the Services, you hereby grant to Alta a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content on, through or by means of the Services, including processing, storing, and otherwise using AI Content to further train, develop, enhance, and improve the Services and the AI Functions. In addition to the uses set forth above, we may also use anonymized, aggregate usage and system data from the Services and AI Functions for any business purpose. You expressly acknowledge and agree that we may share your User Content with third-party services, including but not limited to OpenAI, and that we expressly disclaim any and all liability in connection therewith. Alta has no obligation to report on the use of User Content except as set forth in Section 11 (Confidential Information). We do not claim any ownership rights in any User Content, and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Content.
We make no representations or warranties with respect to the accuracy of the Output, and you should not rely on any Output, including, without limitation, Output that purports to provide legal, medical or financial advice, without independently confirming its accuracy.
The Output generated by the Services may be similar or identical to the Output generated by the Services for other users. You acknowledge that you have no right, title or interest in or to Output that the Services generate for you.
5. Prohibited Uses
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Services or any Output from the AI Functions:
• For any unlawful purpose;
• To conduct any unlawful acts or solicit others to perform or participate in any unlawful acts;
• To violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
• To use the Services for any purpose or in any manner that infringes upon or violates the rights, including but not limited to intellectual property rights, of us or any third party;
• To harass, abuse, insult, harm, defame, slander, stalk, threaten, disparage, intimidate, discriminate in any way, including, but not limited to, discrimination based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability, or otherwise violate the legal rights (such as rights of privacy or publicity) of others;
• To submit false or misleading information;
• To upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the Internet;
• For any obscene or immoral purpose;
• To interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet;
• To interfere with or carry out any activity that threatens the performance, security, or proper functioning of the Services;
• To attempt to compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
• To attempt to access unauthorized accounts or to collect or track the personal information of others;
• To abuse any trial offerings with respect to the Services;
• To abuse any rebate offerings with respect to the Services;
• In any way that violates the policies of any other platform or integration with which Alta does business;
• To copy, distribute, or disclose any part of the Services in any medium other than as allowed by the Services and these Terms of Service;
• To use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Alta servers than a human can reasonably produce in the same period of time by using a conventional online web browser;
• To transmit spam, chain letters, or other unsolicited email or attempt to phish, pharm, pretext, spider, crawl, or scrape;
• To impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide, or attempt to hide your identity;
• To attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
• To develop any third-party applications that interact with the Services without our prior written consent;
• To use the Services for any commercial solicitation purposes;
• To access any content on the Services through any technology or means other than those provided or authorized by the Services;
• To bypass the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
• To sell or otherwise transfer your profile.
We reserve the right to terminate your use of the Services or any related website for violating any of the prohibited uses.
You also agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not do any of the following while accessing or using the Services: (1) access, tamper with, or use non-public areas of the Services or Alta’s computer systems; (2) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (3) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Alta and third-party integrations authorized by us (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Alta; (4) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (5) interfere with, or disrupt (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services.
We reserve the right to limit access to the Services for users whose actions result in degrading the experience of other users of the Services, Alta’s employees, affiliates, or partners or the employees, affiliates, or partners of any other platform or integration with which Alta does business.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (1) satisfy any applicable law, regulation, legal process or governmental request, (2) enforce these Terms of Service, including investigation of potential violations hereof, (3) detect, prevent, or otherwise address fraud, security or technical issues, (4) respond to user support requests, or (5) protect the rights, property or safety of Alta, its users and the public. Alta does not disclose personally-identifying information to third parties except in accordance with our Privacy Policy.
6. Representation of Warranties
You must be at least 13 years old to access and use the Site. If you are under the age of 13 you are not permitted to register for an Account or provide your personal information to Alta.
Accordingly, you represent and warrant that:
(i) if you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide; or
(ii) if you are under 18 years of age or are not at least the legally required age in the jurisdiction in which you reside, you have your parent’s or guardian’s permission to use the Site, you have read this Agreement with your parent or guardian, and you will abide by the terms and conditions of this Agreement.
If you are a parent or legal guardian of a user under 18 years of age or that is not at least the legally required age in the jurisdiction in which the user resides, you represent that such user is 13 years of age or older, such user is allowed to use the Site, that you are entering into this Agreement on such user’s behalf such that you are subject to the terms of this Agreement and responsible for such user’s activity on the Site, and that such user will abide by the terms and conditions of this Agreement.
Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement
You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services, (ii) you will act professionally and responsibly in your interactions on the Site, and (iii) when using or accessing the Services, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.
You are responsible for determining whether the Services are suitable for you to use in light of any applicable regulations such as EU Data Privacy Laws or other laws. If you are subject to regulations and you use the Services, then we will not be liable if our Services do not meet those requirements. You may not use the Services for any unlawful or discriminatory activities, including acts prohibited by laws that apply to commerce.
If you are located in the European Economic Area (“EEA”) or serve end-users in the EEA market, you represent and warrant that in using the Services, you:
• Will obtain consent or use any other available, legally valid mechanism to (i) transfer data to Alta and (ii) cause such data to be processed;
• Will comply with your posted privacy policy;
• Have collected, stored, used, and transferred all data relating to any individual in compliance with all applicable data protection laws and regulations, and have the necessary permission to allow Alta to receive and process such data on your behalf;
• Acknowledge that Alta acts as the processor of such data and you remain the controller of such data for purposes of all applicable data protection or privacy laws and regulations;
• Agree not to use the Services to collect, manage or process sensitive customer information, for which Alta will bear no responsibility or liability; and
• Agree to indemnify and hold Alta and its officers and directors harmless from any claims, demands, and losses, including attorney’s fees, arising out of your breach of any part of the representations and warranties in this Section 6.
You hereby warrant and represent that, other than as fully and promptly disclosed to Alta as set forth below, you do not have any motivation, status, or interest which Alta may reasonably wish to know about in connection with the Services, including without limitation, if you are using or will or intend to use the Services for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Alta in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Services.
7. Termination and Suspension
Unless otherwise agreed to in writing between you and Alta, either party may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Services to do so (if applicable and available) or by written notice to altalegalteam@gmail.com. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of these Terms of Service which by their intent or meaning are intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the any termination of these Terms of Service and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.
We reserve the right to refuse the Services to anyone for any reason at any time. Alta may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice. If Alta terminates or limits your right to use the Services pursuant to this section, 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.
Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Alta reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 14 of these Terms of Service.
Alta reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Alta is not liable to you for any modification or discontinuance of all or any portion of the Services. Alta has the right to restrict anyone from completing registration as a user if Alta believes such person may threaten the safety and integrity of the Services, or if, in Alta’s discretion, such restriction is necessary to address any other reasonable business concern.
Following the termination or cancellation of your Account (as defined below), we reserve the right to delete all your data, including any User Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or cancelled.
8. Links to Third-Party Websites
The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Alta or association with those websites, their content or their operators, except as may otherwise be disclosed in the Services. Such links (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only, except as may otherwise be disclosed in the Services. Alta does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Alta is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Alta has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion.
The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Alta expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services. You hereby agree to hold Alta harmless from any liability that may result from the use of links that may appear on the Services.
9. Intellectual Property Rights
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content, including AI Content that users see or read through the Services, excluding User Content or any Output to the extent containing User Content (collectively “Proprietary Material”) is owned by Alta. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Alta owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Alta’s express prior written consent and, if applicable, the holder of the rights to the User Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited.
The service marks and trademarks of Alta, including without limitation Alta Daily and Alta’s logos, are service marks owned by Alta. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Alta under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Alta does not waive any rights to use similar or related Feedback previously known to Alta, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.
10. Copyright Complaints and Copyright Agent
Alta respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services infringe upon your copyright or other intellectual property right, please send the following information to Alta’s Copyright Officer at Flagship AI, Inc. dba Alta Daily, 548 Market Street, PMB 17954, San Francisco, CA 94104-5401 or by email at altalegalteam@gmail.com:
• A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Services where the material you claim is infringed is located. Include enough information to allow Alta to locate the material, and explain why you think an infringement has taken place;
• A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted;
• 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, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
• An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
11. Confidential Information
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Alta and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Alta in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Alta upon termination of this Agreement for any reason whatsoever.
The term “Confidential Information” shall mean any and all of Alta’s trade secrets, confidential and proprietary information, and all other information and data of Alta that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Alta or Alta’s business, operations or properties, including information about Alta’s staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
12. Disclaimer of Warrantiest
THE SERVICES IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALTA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE RELIABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) BUGS, ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.
ALL FREE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. FREE SERVICES MAY BE SUSPENDED, TERMINATED, OR DISCONTINUED AT ANY TIME AND FOR ANY REASON (OR NO REASON). ALTA DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT (INCLUDING LIABILITY OTHERWISE PROVIDED FOR UNDER THIS SECTION 12) FOR ANY HAR OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A FREE SERVICE, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO USER CONTENT. ANY CONFIGURATIONS OR USER CONTENT ENTERED INTO A FREE SERVICE, AND ANY CUSTOMIZATIONS MADE TO A FREE SERVICE BY OR FOR YOU, MAY BE PERMANENTLY LOST OF THE FREE SERVICE IS SUSPENDED, TERMINATED, OR DISCONTINUED.
ALTA DOES NOT MAY ANY WARRANTY REGARDING THE RESULTS OBTAINABLE FROM USING AI FUNCTIONS OR THE ACCURACY OR SUITABILITY FOR YOUR NEEDS OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, MATERIALS, CONTENT, DESIGNS, OR OTHER DATA) OBTAINED THROUGH AI FUNCTIONS. YOU UNDERSTAND AND AGREE THAT ANY SUCH INFORMATION OBTAINED THROUGH USING AI FUNCTIONS IS AT YOUR SOLE RISK. DO NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENT FACT-CHECKING. DO NOT RELY ON INFORMATION, CONTENT, MATERIALS, OR DESIGNS IN OUTPUT WITHOUT INDEPENDENT REVIEW FUNCTIONALITY AND SUITABILITY FOR YOUR NEEDS. NO SUCH INFORMATION, SUGGESTIONS, OR OUTPUT, OBTAINED BY YOU FROM ALTA OR THROUGH AI FUNCTIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
UNDER NO CIRCUMSTANCES WILL ALTA AND AFFILIATES OR THEIR CORPORATE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY ALTA, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT ALTA OR AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO ALTA DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.
13. Indemnification
You hereby agree to indemnify, defend, and hold harmless Alta and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities incurred in connection with (i) your use or inability to use the Services or Output, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any user or third party and (iv) any content submitted by you or using your Account to the Services, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Alta reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Alta.
14. Dispute Resolution: Arbitration & Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND ALTA CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND ALTA TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at altalegalteam@gmail.com and you and Alta will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys fees, even if you may have been entitled to them otherwise.
Binding Arbitration. You and Alta agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Alta both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Alta in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.
Class Action Waiver. You and Alta agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Alta both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Alta agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution“ section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).
Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.
Arbitration Location and Procedure. Unless you and Alta agree otherwise, the seat of the arbitration shall be in San Francisco, California. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Alta submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.
Arbitrator’s Decision and Governing Law. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
15. Governing Law
Except as provided in Section 14 or expressly provided in writing otherwise, this Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement.
16. No Agency; No Employment
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
17. General Provisions
Failure by Alta to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Alta with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 14, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Alta, its successors and assigns.
18. Changes to this Agreement and the Services
Alta reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Alta. Alta will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Alta may also impose limits on certain features or restrict your access to part or all of the Services without notice or liability.
19. No Rights of Third Parties
None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.
20. Notices and Consent to Receive Notices Electronically
You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.
Contacting Us
If you have any questions about these Terms of Service or about the Services, please contact us by email at altalegalteam@gmail.com or by mail to Flagship AI, Inc. dba Alta Daily, 548 Market Street, PMB 17954, San Francisco, CA 94104-5401.