TERMS OF
SERVICE
Last Revised on June 14, 2024
Welcome
to the Terms of Service (these “Terms”)
for the website, cartesia.ai, and its subdomains and APIs (collectively, the “Website”), operated on behalf of
Cartesia AI, Inc. (“Cartesia”, “we” or “us”). The Website and any
content, tools, features and functionality offered on or through our Website, including our generative artificial intelligence
platform used to create synthesized sound recordings and voice models from the
audio, texts, video, and other content you upload onto the platform, are
collectively referred to as the “Services”. The Services use artificial intelligence (“AI”)
tools to generate output audio content, including alpha features that are
currently under development. The use of AI
is relatively new and continues to evolve.
As a result, we cannot guarantee the suitability or appropriateness of
the resulting audio you generate. You are solely responsible for your use of
the Services, including your text prompts, generation of Your Content, and the
consequences of downloading and sharing Your Content with third parties (as
defined below). You acknowledge and
agree that all of your use of the Services is at your
sole risk.
These
Terms govern your access to and use of the Services. Please read these Terms carefully, as they
include important information about your legal rights. By accessing and/or
using the Services, you are agreeing to these Terms. If you do not understand
or agree to these Terms, please do not use the Services.
For
purposes of these Terms, “you” and “your” means you
as the user of the Services. If you use the Services on behalf of a company or
other entity then “you” includes you and that entity, and you represent and
warrant that (a) you are an authorized representative of the entity with the
authority to bind the entity to these Terms, and (b) you agree to these Terms
on the entity’s behalf.
Section
8 contains an arbitration clause and class action
waiver. By agreeing to these Terms, you agree (a) to resolve all disputes (with
limited exception) related to Cartesia’s Services AND/or products through
binding individual arbitration, which means that you waive any right to have
those disputes decided by a judge or jury, and (b) to waive your right to
participate in class actions, class arbitrations, or representative actions, as
set forth below. You have the right to opt-out of the arbitration clause and the
class action waiver as explained in Section 8.
1.
Who May Use the Services
You must
be 18 years of age or older and reside in the United States or any of its
territories, or the
legal age to form a binding contract under the laws or your place of residence
or any other applicable jurisdiction, to use the Services. You may not use the Services if you are
barred from doing so under the laws of the United States, your place of
residence, or any other applicable jurisdiction. By using the Services, you represent and
warrant that you meet these requirements.
2.
User Accounts, SUBSCRIPTIONS and free trials
2.1
Creating and Safeguarding your Account. To use the Services, you need to create an
account or link another account, such as your GitHub or Google account (“Account”). You agree to provide us with
accurate, complete and updated information for your Account. You can access,
edit and update your Account via clicking the profile icon in the top right of
the page, then selecting “Manage account”. You are solely responsible for any
activity on your Account and for maintaining the confidentiality and security
of your password. We are not liable for any acts or omissions by you in
connection with your Account. You must immediately notify us at security@cartesia.ai if you know or have any reason to suspect that your Account or password
have been stolen, misappropriated or otherwise compromised, or in case of any
actual or suspected unauthorized use of your Account. You agree not to create
any Account if we have previously removed your, or we previously banned you
from any of our Services, unless we provide written consent otherwise.
2.2
Subscription Payment. If you subscribe to any of our
paid Services, you agree to pay us the applicable fees and taxes in U.S.
Dollars. Failure to pay these fees and taxes will result in the termination of
your access to the paid Services. You agree that (a) if you purchase a
subscription to any of the Services, we may store and continue billing your
payment method to avoid interruption of such Services, and (b) we may calculate
taxes payable by you based on the billing information that you provide us at
the time of purchase. We reserve the
right to change our subscription plans or adjust pricing for the Services in
any manner and at any time as we may determine in our sole and absolute
discretion. Except as otherwise provided in these Terms, any price changes or
changes to your subscription plan will take effect following reasonable notice
to you. All
subscriptions are payable in accordance with payment terms in effect at the
time the subscription becomes payable. Subscriptions will not be processed
until payment has been received in full, and any holds on your account by any
other payment processor are solely your responsibility.
2.3
Payment Provider Terms. We use Stripe, Inc. and its
affiliates as our third-party service provider for payment services (e.g., card
acceptance, merchant settlement, and related services) (“Payment Service
Provider”). If you subscribe to any of our paid Services, you will be
required to provide your payment details and any additional information
required to complete your order directly to our Payment Service Provider. You
agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently
accessible at https://stripe.com/ssa) and hereby consent and
authorize Cartesia and Stripe to share any information and payment instructions
you provide with one or more Payment Service Provider(s) to the minimum extent
required to complete your transactions. Please note that online payment
transactions may be subject to validation checks by our Payment Service
Provider and your card issuer, and we are not responsible if your card issuer
declines to authorize payment for any reason. For your protection, our Payment
Service Provider uses various fraud prevention protocols and industry standard
verification systems to reduce fraud and you authorize it to verify and
authenticate your payment information. Your card issuer may charge you an
online handling fee or processing fee. We are not responsible for this. In some
jurisdictions, our Payment Service Provider may use third parties under strict
confidentiality and data protection requirements for the purposes of payment
processing services.
2.4
Subscription Renewals and
Cancellations. You agree that if you purchase a subscription, your subscription will
automatically renew at the subscription period frequency referenced on your subscription
page (or if not designated, then monthly) and at the then-current rates, and
your payment method will automatically be charged at the start of each new
subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, you
must cancel your subscription before the subscription period renewal date by
contacting us at support@cartesia.ai or clicking the cancel
subscription button under the subscription tab in the playground at
play.cartesia.ai/subscription.
2.5
No Subscription Refunds. Except as expressly set forth in these Terms, payments for any
subscriptions to the Services are nonrefundable and there are no credits for
partially used periods. Following any cancellation by you, however, you will
continue to have access to the paid Services through the end of the
subscription period for which payment has already been made.
2.6
Free Trials.
If we permit you to sign up for a trial Account for the paid portion of the
Services, your trial period starts on the day you create the trial Account and
lasts for the duration indicated on your free trial confirmation email (or if
not specified, then 7 days). If you are on a trial, you may cancel at any time
until the last day of your trial by following the cancellation procedures
outlined in Section 2.4 above. If you do not cancel your trial Account at the end of your free trial
period, and we have notified you that your Account will be converted to a paid
subscription at the end of the free trial period, you authorize us to charge
your credit card or other designated billing method for continued use of the
paid Services. You may, however, then cancel your subscription in accordance with Section 2.4 of these Terms. If you cancel your trial Account
or decide not to purchase a paid version of the Services at the end of your
trial period, your content or data associated with your trial Account will no
longer be available to you, and Cartesia may delete or remove any such content
or data.
2.7
Promotional Codes. We may offer certain
promotional codes, referral codes, discount codes, coupon codes or similar
offers (“Promotional Codes”) that
may be redeemed for discounts on the Services or features or benefits related
to the Services, subject to any additional terms that Cartesia establishes. You
agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be
used for the intended audience and purpose; (c) may not be duplicated, sold or
transferred in any manner, or made available by you to the general public
(whether posted to a public forum, coupon collecting service, or otherwise),
unless expressly permitted by Cartesia; (d) may be disabled or have additional
conditions applied to them by Cartesia at any time for any reason without
liability to Cartesia; (e) may only be used pursuant to the specific terms that
Cartesia establishes for such Promotional Code; (f) are not valid for cash or
other credits or points; and (g) may expire prior to your use.
3.
Location of Our Privacy Policy and Other Applicable Policies
3.1
Privacy Policy. Our Privacy Policy describes how we handle the information you provide
to us when you use the Services. For an explanation of our privacy practices,
please visit our Privacy Policy located at https://cartesia.ai/legal/privacy.html.
3.2
Acceptable Use Policy. Our Acceptable Use Policy
describes how you may use the Services, and is located
at https://cartesia.ai/legal/acceptable-use.html. Our Acceptable Use Policy is
hereby incorporated into these Terms.
4.1
Right to Use Services. We hereby permit you to use the Services for your personal,
non-commercial use only (unless commercial use is
expressly permitted by your subscription tier), provided that you
comply with these Terms and our policies (including our Acceptable Use Policy)
in connection with all such use. If any
software, content or other materials owned or controlled by us are distributed
to you as part of your use of the Services, we hereby grant you, a personal,
non-assignable, non-sublicensable, non-transferrable, and non-exclusive right
and license to access and display such software, content and materials provided
to you as part of the Services, in each case for the sole purpose of enabling
you to use the Services as permitted by these Terms. Your access and use of the
Services may be interrupted from time to time for any of several reasons,
including, without limitation, the malfunction of equipment, periodic updating,
maintenance or repair of the Services or other actions that Cartesia, in its
sole discretion, may elect to take.
4.2
Restrictions On Your Use of the Services. The
rights granted to you in these Terms are subject to your compliance with the
restrictions set forth in this Section 4.2. You may not do any of the following in
connection with your use of the Services, unless applicable laws or regulations
prohibit these restrictions or you have our written
permission to do so:
(a)
download, modify, copy,
distribute, transmit, display, perform, reproduce, duplicate, publish, license,
create derivative works from, or offer for sale any models contained on, or
obtained from or through, the Services, except for temporary files that are
automatically cached by your web browser for display purposes, or as otherwise
expressly permitted in these Terms;
(b)
use, reproduce or remove any
copyright, trademark, service mark, trade name, slogan, logo, image, or other
proprietary notation displayed
on or through the Services; utilize framing techniques
to enclose any trademark or logo located on the Services or any other portion
of the Services (including images, text, page layout or form); or use any
metatags or other “hidden text” using Cartesia’s name or trademarks;
(c)
duplicate, decompile, reverse
engineer, disassemble or decode the Services (including any underlying idea or
algorithm), or attempt to do any of the same;
(d)
use automation software (bots),
hacks, modifications (mods) or any other unauthorized third-party software
designed to modify the Services;
(e)
develop or use any applications
or software that interact with the Services without our authorization (such as
through our APIs);
(f)
use any part of the Services or
any Output to research and develop products, models and services that compete
with Cartesia;
(g)
exploit the Services for any
commercial purpose, including without limitation communicating or facilitating
any commercial advertisement or solicitation (unless commercial use is
expressly permitted by your subscription tier);
(h)
access or use the Services in
any manner that could disable, overburden, damage, disrupt or impair the
Services or interfere with any other party’s access to or use of the Services
or use any device, software or routine that causes the same;
(i)
attempt to gain unauthorized
access to, interfere with, damage or disrupt the Services, accounts registered
to other users, or the computer systems or networks connected to the Services;
(j)
circumvent, remove, alter,
deactivate, degrade or thwart any technological measure or content protections
of the Services;
(k)
use any robot, spider,
crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise
accesses the Services to monitor, extract, copy or collect information or data
from or through the Services, or engage in any manual process to do the
same;
(l)
introduce any viruses, trojan
horses, worms, logic bombs or other materials that are malicious or
technologically harmful into our systems;
(m)
upload, submit, create,
transmit, display, perform, post, store, or otherwise make available through
the Services (all of the foregoing, “Make Available”), including Inputs
and Outputs, any content that is unlawful, threatening, defamatory, obscene,
excessively violent, deceptive, fraudulent, libelous, unethical, invasive of
privacy or publicity rights, harassing, abusive, hateful, discriminatory, or cruel,
or otherwise use the Services in a manner that is obscene, excessively violent,
harassing, hateful, cruel, abusive, inciting, organizing, promoting or
facilitating violence or criminal activities;
(n)
Make Available, including
Inputs and Outputs, any content that (i) constitutes unsolicited advertising,
junk or bulk email, political advertising, or medical device or pharmaceutical
advertising; (ii) involves contests, sweepstakes, barter, advertising, pyramid
schemes, or other similar commercial activities or sales, without Cartesia’s
prior written express consent; (iii) is intended to mislead voters about the
time, place, means or eligibility requirements for voting, or (iv) targets
minors and promotes sexual content, graphic violence, obscenity, or other
mature themes, or otherwise shames, humiliates, bullies, or celebrates the
suffering of minors, including content that threatens a minor with bullying or
harassment;
(o)
post or otherwise Make
Available audio of a voice deceased person, a candidate for a political office,
or any other person’s voice without that person’s express permission.
(p)
impersonate any person or
entity, including any employee or representative of Cartesia
(q)
direct the Services to generate
any Output in violation of any applicable intellectual property right,
contractual restriction, privacy or publicity right of any other person, or
otherwise violate any applicable law or regulation in connection with your access
to or use of the Services; or
(r)
access or use the Services in
violation of our Acceptable Use Policy or in any way not expressly permitted by
these Terms.
4.3
Beta Offerings. From time to time, we may, in
our sole discretion, include certain test or beta features or products in the
Services (“Beta Offerings”) as we
may designate from time to time. Your use of any Beta Offering is completely
voluntary. The Beta Offerings are provided on an “as is” basis and may contain
errors, defects, bugs, or inaccuracies that could cause failures, corruption or
loss of data and information from any connected device. You acknowledge and
agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering,
your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or
similar feature. Additionally, if such reversion is possible, you may not be
able to return or restore data created within the Beta Offering back to the
prior non-beta version. If we provide you any Beta Offerings on a closed beta
or confidential basis, we will notify you of such as part of your use of the
Beta Offerings. For any such confidential Beta Offerings, you agree to not
disclose, divulge, display, or otherwise make available any of the Beta
Offerings without our prior written consent.
5.
Ownership and Content
5.1
Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics,
images, logos), proprietary content, information and other materials, are
protected under copyright, trademark and other intellectual property laws. You
agree that Cartesia and/or its licensors own all right, title and interest in
and to the Services (including any and all
intellectual property rights therein) and you agree not to take any action(s)
inconsistent with such ownership interests.
We and our licensors reserve all rights in connection with the Services
and its content (other than Your Content), including, without limitation, the
exclusive right to create derivative works.
5.2
Ownership of Trademarks. The Cartesia AI name, logo, and all related names, logos, product and
service names, designs and slogans are trademarks of Cartesia or its affiliates
or licensors. Other names, logos,
product and service names, designs and slogans that appear on the Services are
the property of their respective owners, who may or may not be affiliated with,
connected to, or sponsored by us.
5.3
Inputs and Outputs. The Services utilize AI tools and functionalities to
process user inputs to the Services, which may include voice recordings and
other audio, text descriptions, prompts, videos, or other content (the “Input”)
and generate and return synthesized sound recordings, voice models, or other
content or outputs based on such Inputs (the “Output”). To the fullest
extent permitted by law, Cartesia reserves the right, but not the obligation,
to review or monitor Inputs and Outputs using automated and manual tools.
Cartesia does not claim ownership any of your Inputs to the Services (“Your
Inputs”) or any of the Outputs you create with the Services (“Your
Outputs”). However, you acknowledge that due to the
nature of generative AI tools, Your Outputs may not be unique and users of the Services may create their own Output
that is similar or the same as Your Output. You hereby waive and release
Cartesia and any of its users from any claim that another user’s Output is the
same as, or reproduces, any of Your Output.
(a)
Your Content License Grant. In connection with your use of
the Services, you may be able to post, upload, submit, or otherwise Make
Available information, data, text, software, music, sound, video, messages,
tags and/or other materials or content through the Services, including Your
Inputs and Your Outputs (“Your Content”). In order to operate the Services, we must
obtain from you certain license rights in Your Content
so that actions we take in operating the Services are not considered legal
violations. Accordingly, by using the
Services or uploading or otherwise Making Available Your Content, you grant us
a license to access, use, host, cache, store, reproduce, transmit, display,
publish, distribute, and modify (for technical purposes, e.g., making sure
content is viewable on smartphones as well as computers and other devices) Your
Content but solely as required to be able to operate, improve, promote and
provide the Services. You agree that
these rights and licenses are royalty free, transferable, sub-licensable,
worldwide and irrevocable (for so long as Your Content is stored with us), and
include a right for us to make Your Content available to, and pass these rights
along to, others with whom we have contractual relationships related to the
provision of the Services, solely for the purpose of providing such Services,
and to otherwise permit access to or disclose Your Content to third parties if
we determine such access is necessary to comply with our legal
obligations. As part of the foregoing
license grant you agree that the other users of the Services shall have the
right to comment on and/or tag Your Content and/or to use, publish, display,
modify or include a copy of Your Content as part of their own use of the
Services; except that the foregoing shall not apply to any of Your Content that
you post privately for non-public display on the platform used to provide the
Services. To the fullest extent permitted by applicable law, Cartesia reserves
the right, and has absolute discretion, to remove, screen, edit, or delete any
of Your Content at any time, for any reason, and without notice. By Making
Available Your Content through the Services, you represent and warrant that you
have, or have obtained, all rights, licenses, consents, permissions, power
and/or authority necessary to grant the rights necessary to grant the rights
granted herein for Your Content. You represent and warrant that Your Input will
not contain material subject to copyright or other proprietary rights, unless
you have the necessary permission or are otherwise legally entitled to post the
material and to grant us the license described above.
(b)
Your Use of Outputs. You represent and warrant that you will not monetize, make commercial
use of, or otherwise use for or in connection with any commercial purposes, any
of Your Outputs that you create with the Services (unless
commercial use is expressly permitted by your subscription tier).
We may enable you to download Your Outputs from some (but not all) of
the Services; in such cases, you are permitted to use such Output outside of
the Services but always subject to these Terms and our Acceptable Use Policy.
If you choose to make any of your information publicly available through the
Services or otherwise, you do so at your own risk.
(c)
Models.
You acknowledge that, unless otherwise agreed between you and Cartesia, Inputs,
Outputs, and user interactions with the Services may be used by Cartesia to
train, enhance, evolve and improve its machine learning and artificial
intelligence models and algorithms (collectively, “Models”), including
for labeling, classification, content moderation and model training purposes.
As such, you hereby grant to Cartesia a non-exclusive, irrevocable, perpetual,
worldwide, royalty-free, fully paid, transferable, sublicensable right and
license to use any Inputs and Outputs made available by you or otherwise
generated in connection with your use of the Services at any point, in
connection with the purposes described above. You acknowledge and agree that,
notwithstanding the automated suggestions provided by the Services, you remain
solely responsible for the content, legality, accuracy, and completeness of the
Outputs, and any use thereof.
(d)
Training Opt-Out. You may request that we not use
certain categories of Your Content to train our Models by completing this
online form. Once we’ve processed
your request, we will no longer use the selected categories of Your Content to
train our Models in the future, but this will not affect any uses of Your
Content (or improvements to the Models as a result) prior to that date.
5.4
Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the
Services (“Feedback”). You
acknowledge and expressly agree that any contribution of Feedback does not and
will not give or grant you any right, title or interest in the Services or in
any such Feedback. All Feedback becomes the sole and exclusive property of
Cartesia, and Cartesia may use and disclose Feedback in any manner and for any
purpose whatsoever without further notice or compensation to you and without
retention by you of any proprietary or other right or claim. You hereby assign
to Cartesia any and all right, title and interest
(including, but not limited to, any patent, copyright, trade secret, trademark,
show-how, know-how, moral rights and any and all other intellectual property
right) that you may have in and to any and all Feedback.
5.5
Notice of Infringement –
DMCA (Copyright) Policy
If you believe that any text, graphics, photos,
audio, videos or other materials or works uploaded, downloaded or appearing on
the Services have been copied in a way that constitutes copyright infringement,
you may submit a notification to our copyright agent in accordance with 17 USC
512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
(a)
identification of the
copyrighted work that is claimed to be infringed;
(b)
identification of the
allegedly infringing material that is requested to be removed, including a
description of where it is located on the Services;
(c)
information for our
copyright agent to contact you, such as an address, telephone number and e-mail
address;
(d)
a statement that you have
a good faith belief that the identified, allegedly infringing use is not
authorized by the copyright owners, its agent or the law;
(e)
a statement that the
information above is accurate, and under penalty of perjury, that you are the
copyright owner or the authorized person to act on behalf of the copyright
owner; and
(f)
the physical or
electronic signature of a person authorized to act on behalf of the owner of
the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims
should be sent by mail to: Cartesia AI, Inc., Attn: DMCA Compliance Officer,
Cartesia AI, Inc., Attn: DMCA Compliance Officer, 1766 18th Street, San
Francisco, CA 941107, USA, USA; or by e-mail to security@cartesia.ai. It is our policy, in appropriate
circumstances and at our discretion, to disable or terminate the accounts of
users who repeatedly infringe copyrights or intellectual property rights of
others.
A user of the Services who has uploaded or
posted materials identified as infringing as described above may supply a
counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When
we receive a counter-notification, we may reinstate the posts or material in
question, in our sole discretion.To file a
counter-notification with us, you must provide a written communication (by
regular mail or by email) that sets forth all of the
items required by sections 512(g)(2) and (3) of the DMCA. Please note that you
will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of
others.
6.
Third Party Services and Materials
6.1
Use of Third Party Materials in the Services. Certain Services may display,
include or make available content, data, information, applications or materials
from third parties (“Third Party
Materials”) or provide links to certain third party
websites. By using the Services, you acknowledge and agree that Cartesia is not
responsible for examining or evaluating the content, accuracy, completeness,
availability, timeliness, validity, copyright compliance, legality, decency,
quality or any other aspect of such Third Party
Materials or websites. You use all links to third-party websites at your own
risk. We do not warrant or endorse and
do not assume and will not have any liability or responsibility to you or any
other person for any third-party services, Third Party Materials or third-party
websites, or for any other materials, products, or services of third parties.
Third Party Materials and links to other websites are provided solely as a
convenience to you.
6.2
Sharing Your Content and Information with Third Parties.
We may provide tools through the Services that enable you to export
information, including Your Content, to third-party websites, including through
features that allow you to link your Account with a third-party website or
account, or through our implementation of third-party buttons (such as “like”
or “share” buttons). By using one of these tools, you agree that Cartesia may
transfer that information to the applicable third-party website. Cartesia is
not responsible for any third-party services’ use of your exported information.
7.
Disclaimers, Limitations of Liability and Indemnification
7.1
Disclaimers.
(a)
Your access to and use of the Services are at your own risk. You
understand and agree that the Services are provided to you on an “AS IS” and
“AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent
permitted under applicable law, Cartesia, its parents, affiliates, related
companies, officers, directors, employees, agents, representatives, partners
and licensors (the “Cartesia Entities”)
DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Cartesia
Entities make no warranty or representation and disclaim all responsibility and
liability for: (a) the completeness, accuracy, availability, timeliness,
security or reliability of the Services, including with respect to the results
or output obtained from the use of the Services; (b) any harm to your computer
system, loss of data, or other harm that results from your access to or use of
the Services; (c) the operation or compatibility with any other application or
any particular system or device; and (d) whether the Services will meet your
requirements or be available on an uninterrupted, secure or error-free basis;
and (e) the deletion of, or the failure to store or transmit, Your Content and
other communications maintained by the Services. No advice or information,
whether oral or written, obtained from the Cartesia Entities or through the
Services, will create any warranty or representation not expressly made herein.
(b)
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING
THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN
SECTION 7.2 BELOW.
IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS,
OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
(c)
THE CARTESIA ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR
ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS,
SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.
(d)
THE CARTESIA ENTITIES DO NOT REPRESENT OR WARRANT THAT YOU ARE THE LEGAL
OWNER OF ANY OUTPUT, OR THAT ANY INPUT OR OUTPUT ARE PROTECTABLE BY ANY
INTELLECTUAL PROPERTY RIGHTS, OR THAT ANY OUTPUT DOES NOT INCORPORATE, INFRINGE
OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD
PARTY. YOU ACKNOWLEDGE THAT THE SERVICE LEVERAGES THIRD-PARTY SERVICES AND THAT
CARTESIA IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CARTESIA LIABLE, FOR
THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY
SERVICES RESTS ENTIRELY WITH YOU. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR USE
OF THE SERVICE AND ANY OUTPUT RESULTING THEREFROM. YOU SHOULD EVALUATE THE
FITNESS OF ANY OUTPUT AS APPROPRIATE FOR YOUR SPECIFIC USE CASE.
(e)
YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT
BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH
THE CARTESIA ENTITIES WILL BE RESPONSIBLE FOR.
(f)
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND
INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT
THE CARTESIA ENTITIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE
CARTESIA ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS
OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS
ENTIRELY WITH YOU.
(a)
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE
CARTESIA ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT
SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING,
BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE,
DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED
TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY
THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY
IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT
LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE CARTESIA
ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY
OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR
IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE
SERVICES.
(b)
TO THE EXTENT NOT PROHIBITED BY LAW, THE CARTESIA ENTITIES’ TOTAL
LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER
OF (I) THE TOTAL AMOUNT PAID TO CARTESIA BY YOU IN THE PAST SIX (6) MONTHS FOR
THE SERVICES GIVING RISE TO SUCH LIABILITY; (II) $100; OR (III) IF APPLICABLE,
THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM
ARISES.
(c)
THE FOREGOING LIMITATIONS IN THIS SECTION 7.2 WILL APPLY EVEN IF THE ABOVE
STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF
THE BASIS OF THE BARGAIN BETWEEN YOU AND CARTESIA.
7.3
Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify
and hold the Cartesia Entities harmless from and against any and all claims,
costs, damages, losses, liabilities and expenses (including attorneys’ fees and
costs) incurred by the Cartesia Entities arising out of or in connection with:
(a) your violation or breach of any term of these Terms or any applicable law
or regulation; (b) your violation of any rights of any third party; (c) your
misuse of the Services; (d) Your Content, or
(e) your negligence or wilful misconduct. If you are obligated to indemnify any
Cartesia Entity hereunder, then you agree that Cartesia (or, at its discretion,
the applicable Cartesia Entity) will have the right, in its sole discretion, to
control any action or proceeding and to determine whether Cartesia wishes to
settle, and if so, on what terms, and you agree to fully cooperate with
Cartesia in the defense or settlement of such claim.
8.1
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT
YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE
A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING
ARBITRATION AND A CLASS ACTION WAIVER.
8.2
Informal Process First. You and Cartesia agree that in the event of
any dispute, either party will first contact the other party and make a good
faith sustained effort to resolve the dispute before resorting to more formal
means of resolution, including without limitation, any court action, after
first allowing the receiving party thirty (30) days in which to respond. Both you and Cartesia agree that this dispute
resolution procedure is a condition precedent which must be satisfied before
initiating any arbitration against the other party.
8.3
Arbitration Agreement and Class Action Waiver. After the informal dispute resolution
process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to Cartesia’s
services and/or products, including the Services, and any use or access or lack
of access thereto, will be resolved by arbitration, including threshold
questions of arbitrability of the Claim. You and Cartesia agree that any Claim
will be settled by final and binding arbitration, using the English language,
administered by JAMS under its
Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be
incorporated by reference into this section, and as of the date of these
Terms). Because
your contract with Cartesia, these Terms, and this Arbitration Agreement
concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the
arbitrability of all disputes. However, the arbitrator will apply applicable
substantive law consistent with the FAA and the applicable statute of
limitations or condition precedent to suit. Arbitration will be handled by a sole
arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award
may be entered in any court that has jurisdiction. Any arbitration under these
Terms will take place on an individual basis – class arbitrations and class
actions are not permitted. You understand that by agreeing to these Terms, you
and Cartesia are each waiving the right to trial by jury or to participate in a
class action or class arbitration.
8.4
Exceptions.
Notwithstanding the foregoing, you and Cartesia agree that the following types
of disputes will be resolved in a court of proper jurisdiction:
(a)
disputes or claims within the jurisdiction of a small claims court
consistent with the jurisdictional and dollar limits that may apply, as long as
it is brought and maintained as an individual dispute and not as a class,
representative, or consolidated action or proceeding;
(b)
disputes or claims where the sole form of relief sought is injunctive
relief (including public injunctive relief); or
(c)
intellectual property disputes.
8.5
Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and
expenses will be governed by the JAMS Rules, except that if you demonstrate
that any such costs and expenses owed by you under those rules would be
prohibitively more expensive than a court proceeding, Cartesia will pay the
amount of any such costs and expenses that the arbitrator determines are
necessary to prevent the arbitration from being prohibitively more expensive
than a court proceeding (subject to possible reimbursement as set forth below).
Fees
and costs may be awarded as provided pursuant to applicable law. If the
arbitrator finds that either the substance of your claim or the relief sought
in the demand is frivolous or brought for an improper purpose (as measured by
the standards set forth in Federal Rule of Civil Procedure 11(b)), then the
payment of all fees will be governed by the JAMS rules. In that case, you agree
to reimburse Cartesia for all monies previously disbursed by it that are
otherwise your obligation to pay under the applicable rules. If you prevail in
the arbitration and are awarded an amount that is less than the last written
settlement amount offered by Cartesia before the arbitrator was appointed,
Cartesia will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve
disputes as to the payment and reimbursement of fees or expenses at any time
during the proceeding and upon request from either party made within fourteen
(14) days of the arbitrator’s ruling on the merits
8.6
Opt-Out. You have the right to opt-out and not be
bound by the arbitration provisions set forth in these Terms by sending written
notice of your decision to opt-out to support@cartesi.ai or to
the U.S. mailing address listed in the “How to Contact Us” section of these
Terms. The notice must be sent to Cartesia within thirty (30) days of your
first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a
non-class basis in accordance with these Terms. If you opt out of only
the arbitration provisions, and not also the class action waiver, the class
action waiver still applies. You may not
opt out of only the class action waiver and not also the arbitration
provisions. If you
opt-out of these arbitration provisions, Cartesia also will not be bound by
them.
8.7
WAIVER OF RIGHT TO BRING CLASS ACTION AND
REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable
law, you and Cartesia each agree that any proceeding to resolve any dispute,
claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE
PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS),
CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING
(“CLASS ACTION”). You and Cartesia AGREE
TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and Cartesia EXPRESSLY WAIVE ANY ABILITY
TO MAINTAIN A CLASS ACTION IN ANY FORUM.
If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE
THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE
AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and Cartesia agree that the
ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS,
AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can
seek public injunctive relief to the extent authorized by law and consistent
with the Exceptions clause above.
IF THIS CLASS ACTION WAIVER IS LIMITED,
VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE
OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH
RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS
A CLASS ACTION. If a court decides that
the limitations of this paragraph are deemed invalid or unenforceable, any
putative class, private attorney general, or consolidated or representative
action must be brought in a court of proper jurisdiction and not in
arbitration.
9.
Additional Provisions
9.1
International Users. The Services may be accessed from countries around the world and may
contain references to services and Content that are not available in your
country. These references do not imply that Cartesia intends to announce such
service or content in your country. The Services are controlled and offered by
Cartesia from its facilities in the United States of America. Cartesia makes no
representations that the Services are appropriate or available for use in other
locations. Those who access or use the Services from other countries do so at
their own volition and are responsible for compliance with local law.
9.2
Updating These Terms. We may modify these Terms from time to time in which case we will
update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will
use reasonable efforts to attempt to notify you, such as by e-mail and/or by
placing a prominent notice on the first page of the Website. However, it is
your sole responsibility to review these Terms from time to time to view any
such changes. The updated Terms will be
effective as of the time of posting, or such later date as may be specified in
the updated Terms. Your continued access or use of the Services after the
modifications have become effective will be deemed your acceptance of the
modified Terms. No amendment shall apply to a dispute
for which an arbitration has been initiated prior to the change in Terms
9.4
Injunctive Relief. You agree that a breach of these Terms will cause irreparable
injury to Cartesia for which monetary damages would not be an adequate remedy
and Cartesia shall be entitled to equitable relief in addition to any remedies
it may have hereunder or at law without a bond, other security or proof of
damages.
9.5
California Residents. If you are a California resident, in accordance with Cal. Civ.
Code § 1789.3, you may
report complaints to the Complaint Assistance Unit of the Division of Consumer
Services of the California Department of Consumer Affairs by contacting them in
writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone
at (800) 952-5210.
9.6
Miscellaneous. If any provision of these Terms shall be unlawful, void or for any
reason unenforceable, then that provision shall be deemed severable from these
Terms and shall not affect the validity and enforceability of any remaining
provisions. These Terms and the licenses granted hereunder may be assigned by
Cartesia but may not be assigned by you without the prior express written
consent of Cartesia. No waiver by either party of any breach or default
hereunder shall be deemed to be a waiver of any preceding or subsequent breach
or default. The section headings used herein are for reference only and shall
not be read to have any legal effect. The Services are operated by us in the
United States. Those who choose to access the Services from locations outside
the United States do so at their own initiative and are responsible for
compliance with applicable local laws. These Terms are governed by the laws of
the State of California, without regard to conflict of laws rules, and the
proper venue for any disputes arising out of or relating to any of the same
will be the arbitration venue set forth in Section 8, or
if arbitration does not apply, then the state and federal courts located in
Santa Clara County, California.
9.7
How to Contact Us. You may contact us
regarding the Services or these Terms at: 1766 18th Street, San Francisco, CA
94017 or by e-mail at support@cartesia.ai.