Terms of Service
**Last Updated: January 22, 2025**
**AGREEMENT TO OUR TERMS**
These Terms of Service (the “**Terms**”) constitute a legally binding agreement made between you (“**you**” or “**user**”) and Emergent AGI Inc. (“**Company**,” “**we**,” “**us**,” or “**our**”), concerning your access to and use of any of our websites (including https://app.sciphi.ai) as well as any other websites, applications, products, or services that refer or link to these Terms (collectively, the “**Services**”). By accessing or using our Services, you agree that you have read, understood, and agreed to be bound by all of these Terms. If you do not agree with these Terms, you must discontinue use of the Services immediately.
We may notify you of any changes to the Services or these Terms. The updated version will be indicated by an updated “Last Updated” date at the top of this document. By continuing to use the Services after changes become effective, you agree to be bound by the modified Terms.
The Services are intended for users who are at least 18 years old. Persons under 18 are expressly prohibited from using or registering for the Services.
We recommend that you print or save a copy of these Terms for your records.
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## 1. OUR SERVICES
1.1 **Scope**
Emergent AGI Inc. provides retrieval augmented generation (RAG) services, generative artificial intelligence tools, and related functionalities (“**Services**”). The information provided when using the Services is not intended for distribution in any jurisdiction or country where such distribution or use would violate law or regulation. You agree that you access the Services on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
1.2 **No Industry-Specific Compliance**
Unless otherwise specified, we do not tailor our Services to comply with industry-specific regulations (e.g., HIPAA, GLBA, FISMA). If your use is subject to such laws, you may not use our Services unless your use complies with those specific regulations.
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## 2. INTELLECTUAL PROPERTY RIGHTS
2.1 **Our Intellectual Property**
We are the owner or the licensee of all intellectual property rights in our Services, including the source code, databases, software, designs, audio, video, text, photographs, and graphics (“**Content**”), as well as the trademarks, service marks, and logos contained therein (“**Marks**”). Except as expressly stated in these Terms or otherwise agreed in writing by us, no part of the Services or Content may be copied, reproduced, distributed, republished, uploaded, posted, publicly displayed, translated, transmitted, or exploited for any commercial purpose without our express written permission.
2.2 **Your Use of Our Services**
Subject to your compliance with these Terms (including the “Prohibited Activities” section), we grant you a non-exclusive, non-transferable, revocable license to access the Services and to download or print a copy of any portion of the Content to which you have properly gained access, solely for your internal business purpose. No other right, title, or interest in the Content or Services is transferred or granted to you.
2.3 **User Submissions and Contributions**
- **Submissions**: If you directly send us questions, comments, suggestions, ideas, or other information about the Services (“Submissions”), you agree we may use such Submissions for any purpose without acknowledgment or compensation to you.
- **Contributions**: When the Services allow you to post or upload content and materials (“Contributions”), you grant us an unrestricted, irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide license to use, copy, reproduce, distribute, publish, broadcast, translate, and reformat your Contributions, and to sublicense them, in connection with providing or marketing our Services. You represent and warrant you have all rights necessary to grant these licenses and that your Contributions do not infringe on any third-party’s rights or violate any laws.
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## 3. USER REPRESENTATIONS
By using the Services, you represent and warrant that:
1. **All Registration Information You Submit Is True, Accurate, and Current**: You will promptly update such information as needed.
2. **You Have Legal Capacity**: You agree to comply with these Terms.
3. **You Are Not a Minor**: You are at least 18 years old.
4. **You Will Not Use Automated Tools**: You will not access the Services through automated means (such as bots or scripts) unless authorized.
5. **You Will Not Engage in Illegal or Unauthorized Purposes**: Your use complies with all applicable laws.
6. **Accurate Data**: Your use of the Services does not violate any regulation or any obligations you owe to a third party.
If you provide information that is untrue or incomplete, or if you engage in prohibited activities, we may suspend or terminate your account.
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## 4. USER REGISTRATION
You may be required to register for an account. You agree to keep your password confidential and accept responsibility for all activities that occur under your account. We reserve the right to remove, reclaim, or change a username selected if we determine that such username is inappropriate or violates someone’s rights.
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## 5. PURCHASES AND PAYMENT
We may offer certain fee-based features. If you make a purchase within the Services:
1. **Payment Methods**: You agree to provide valid, complete, and up-to-date payment and account information for all purchases.
2. **Billing**: We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
3. **Taxes**: You are responsible for any applicable taxes.
4. **Subscriptions**: If you subscribe to the Services, your subscription may automatically renew unless canceled in accordance with any subscription terms provided at the time of signup.
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## 6. SUBSCRIPTIONS
- **Billing and Renewal**: Subscriptions automatically renew for successive terms unless canceled. You authorize us to charge your payment method on a recurring basis without prior approval for each recurring charge, until canceled.
- **Cancellation**: You can cancel your subscription by contacting us at founders@sciphi.ai or through your account settings, if available. The cancellation will take effect at the end of the current billing cycle.
- **Fee Changes**: We may change subscription fees by providing notice; continued use after the effective date indicates your acceptance of the new fees.
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## 7. PROHIBITED ACTIVITIES
You agree not to:
1. **Violate Laws**: Use the Services in a way that violates any law or regulation.
2. **Infringe Rights**: Infringe on any third-party intellectual property or privacy rights.
3. **Harmful Conduct**: Upload or transmit viruses, Trojan horses, or other harmful material.
4. **Harassment**: Harass, abuse, or harm another person or entity.
5. **Unsolicited Communications**: Send spam, chain letters, or unsolicited bulk messages.
6. **Resell or Exploit**: Resell or exploit the Services for commercial gain unless explicitly allowed.
7. **Reverse Engineer**: Reverse engineer or circumvent any security measures.
8. **Automated Scraping**: Use automated systems (like bots, scrapers) to extract data without our permission.
9. **Use the Services in Hazardous Environments**: The Services are not designed for such usage (e.g., nuclear facilities, emergency services).
10. **Impersonation**: Impersonate another user or gain unauthorized access to another’s account.
We reserve the right to monitor and/or remove content or accounts for any reason, including violations of these Terms.
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## 8. USER GENERATED CONTRIBUTIONS
If you choose to make Contributions (such as posts, comments, data submissions), you warrant and represent:
1. **Ownership or Permission**: You own the rights or have the necessary licenses to such content.
2. **No Violation**: Your Contributions do not violate any legal rights of third parties, including intellectual property rights.
3. **Accuracy**: Any information provided is not misleading.
4. **Content Standards**: Contributions do not contain unlawful, obscene, defamatory, threatening, harassing, hateful, or otherwise objectionable material.
5. **Compliance**: Your Contributions comply with all applicable laws and these Terms.
We may remove or edit your Contributions at any time, for any reason, without notice.
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## 9. THIRD-PARTY WEBSITES AND CONTENT
Our Services may contain links to third-party websites or content. Such links are provided as a convenience, and we do not endorse, monitor, or have control over those websites or their content. We are not responsible for any third-party websites accessed through the Services, nor any loss or damage arising from your use of such third-party services.
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## 10. SERVICES MANAGEMENT
We reserve the right to:
1. **Monitor the Services**: For violations of these Terms or any applicable law.
2. **Take Appropriate Action**: Against any user who violates these Terms, including reporting to law enforcement.
3. **Manage the Services**: For the protection of our rights, property, and to ensure the proper functioning of the Services.
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## 11. PRIVACY POLICY
We care about data privacy and security. Please review our [Privacy Policy](https://app.sciphi.ai) (linked on our website) for details on how we collect, use, and safeguard your personal information. By using our Services, you agree to the Privacy Policy.
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## 12. TERM AND TERMINATION
These Terms remain in full force while you use the Services. We reserve the right to suspend or terminate your account or access to the Services at any time, without notice or liability, for any reason at our discretion, including your violation of these Terms.
Upon termination, your right to use the Services will immediately cease, and we may remove or delete any information or content associated with your account.
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## 13. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time for any reason at our sole discretion without notice. We have no obligation to update information on the Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.
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## 14. GOVERNING LAW
These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.
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## 15. DISPUTE RESOLUTION
### 15.1 **Informal Negotiations**
In the event of a dispute, you agree to contact us first at founders@sciphi.ai and attempt to resolve the dispute informally. If we cannot resolve the dispute within 30 days of your initial contact, then either party may proceed with other legal remedies.
### 15.2 **Binding Arbitration**
If the parties are unable to resolve a dispute through informal negotiations, the dispute will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”). **YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT.** The arbitration shall take place in New Castle County, Delaware, USA.
### 15.3 **Exceptions to Arbitration**
Notwithstanding the above, any claim related to the validity or infringement of our or our licensor’s intellectual property rights shall be decided in a court of competent jurisdiction.
### 15.4 **Class Action Waiver**
Any arbitration shall be conducted on an individual basis; class arbitrations and class actions are not permitted.
### 15.5 **Jurisdiction and Venue**
If any dispute proceeds in court, the parties agree it shall be in the state or federal courts located in New Castle County, Delaware, and the parties consent to personal jurisdiction in those courts.
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## 16. CORRECTIONS
There may be information on the Services containing typographical errors, inaccuracies, or omissions. We reserve the right to correct these errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice.
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## 17. DISCLAIMER
**THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.** YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THAT THE SERVICES WILL BE SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED.
**AI-GENERATED OR RAG-BASED CONTENT MAY OCCASIONALLY BE INACCURATE OR MISLEADING.** YOU ACKNOWLEDGE AND AGREE THAT YOU USE SUCH CONTENT AT YOUR OWN RISK, AND WE ARE NOT LIABLE FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON SUCH CONTENT.
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## 18. LIMITATIONS OF LIABILITY
**TO THE MAXIMUM EXTENT PERMITTED BY LAW**, WE WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES; (B) ANY CONTENT OBTAINED FROM THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT.
IN NO EVENT WILL OUR AGGREGATE LIABILITY EXCEED THE GREATER OF THE AMOUNT PAID BY YOU TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR TWO HUNDRED U.S. DOLLARS ($200).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
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## 19. INDEMNIFICATION
You agree to defend, indemnify, and hold us (including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees) harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees, arising out of or related to your:
1. **Use of the Services**
2. **Breach of These Terms**
3. **Violation of Any Third-Party Rights**
4. **User Contributions**
5. **Unlawful or Fraudulent Conduct**
We reserve the right, at your expense, to assume exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate at your expense with our defense of such claims.
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## 20. USER DATA
We may maintain data that you transmit to the Services. You are solely responsible for all data that you transmit or relate to any activity you have undertaken using the Services. You agree that we have no liability for any loss or corruption of such data, and you waive any right of action against us arising from any such loss or corruption.
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## 21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You agree to receive electronic communications and that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing. **You hereby agree to the use of electronic signatures** and all applicable records of transactions initiated or completed with us electronically.
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## 22. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not resolved to your satisfaction, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:
- Address: 1625 North Market Blvd., Suite N 112, Sacramento, California 95834
- Phone: (800) 952-5210 or (916) 445-1254
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## 23. MISCELLANEOUS
These Terms and any policies or operating rules posted by us constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver. If any provision or part of a provision is held to be unlawful or unenforceable, that provision or part is deemed severable and does not affect the validity and enforceability of any remaining provisions. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or use of the Services. You may not assign any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms at our discretion.
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## 24. CONTACT US
If you have any questions, concerns, or comments regarding these Terms or the Services, please contact us at:
**Emergent AGI Inc.**
Email: founders@sciphi.ai
Address: 548 Market St, PMB 431119, San Francisco, CA 94104-5401, United States
We will make reasonable efforts to address your inquiry promptly.
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**EFFECTIVE DATE: JANUARY 22, 2025**
Copyright © 2025 Emergent AGI Inc. All Rights Reserved.