Vercept Terms Of Service

Welcome to Vercept! Before you access our services, please read these Terms of Service ("Terms").

These Terms govern your use of websites, products, and services operated and provided by Vercept AI, Inc. ("Vercept"), including all platforms, software, applications, APIs, tools, interfaces, features, content, documentation, and other functionality that are incorporated or made available by Vercept (individually and collectively, the "Services") except as Vercept and You may otherwise agree. These Terms are a contract between Vercept and you or, if you are using the Service for an organization, company or other entity, the organization, company, or other entity that you represent ("Customer" or "You"). If You are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to these Terms. By accessing our Services, You agree to these Terms. These Terms are effective on the earlier of the date that Customer first agrees to a version of these Terms and the date that Customer first accesses the Services ("Effective Date").

Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity.

Vercept is an AI company building specialized models designed to operate across computer applications, serving as helpful coworkers that efficiently handle tasks without getting in your way.

Minimum age. You must be at least 18 years old or the minimum age required to consent to use the Services in your location, whichever is higher.

Vercept Account. To access our Services, we may ask you to create an account on the Services ("Account"). You agree to provide correct, current, and complete Account information and allow us to use it to communicate with you about our Services.

Account Credentials. You may not share your Account login information, Vercept API keys, or Account credentials with anyone else. You also may not make your Account available to anyone else. You are responsible for all activity occurring under your Account, and you agree to notify us immediately if you become aware of any unauthorized access to your Account by sending an email to support@vercept.com.

Business Domains. If you use an email address owned by your employer or another organization, your Account may be linked to the organization's Vercept enterprise account, and the organization's administrator may be able to monitor and control the Account, including having access to corresponding Customer Content (defined below). We will provide notice to you before linking your Account to an organization's enterprise account. However, if the organization is responsible for notifying you or has already informed you that it may monitor and control your Account, we may not provide additional notice.

Evaluation Services. In some cases, we may permit you to evaluate our Services for a limited time or with limited functionality. Use of our Services for evaluation purposes are for your personal, non-commercial use only and may be terminated by Vercept at any time. Vercept makes no warranties about the Services when used for evaluation purposes and Your use of the Services for such purposes is at Your own risk.

Use License. Subject to your complete and ongoing compliance with these Terms and all Related Agreements, Vercept hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right to access and use the Services for internal business purposes only ("Users"). You may not permit the Services to be used by or for the benefit of unauthorized third parties. Nothing in these Terms will be construed to grant you any right to transfer or assign rights to access or use the Services. All rights not expressly granted to you are reserved by Vercept and its licensors. You may not (i) reverse engineer the Services or access the Services in order to build a competitive product or service, or build a product using similar features, functions, or graphics of the Services; (ii) copy any features, functions, or graphics of the Services, (iii) use the Services in a manner that violates any applicable laws or third party terms to which You are bound, (iv) interfere with the operation of the Services, circumvent any access restrictions, or conduct any security or vulnerability test of the Services or exceed any usage or operational limits of the Services; (v) transmit any viruses or other harmful materials to the Services; or (vi) take any other action that risks harm to others or to the security, availability, or integrity of the Services. You further acknowledge and agree that, as between the parties, Vercept owns all right, title, and interest in and to the Services, including the visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services, and all intellectual property rights therein.

Customer Systems. You are solely responsible for providing and maintaining any hardware, software, other technology, and infrastructure that You require to access and use the Services. Vercept will have no liability for Your inability to use the Services as a result of any issues with Your internal systems. If you instruct or permit the Services to interact with any platforms or technology owned by a third party, you represent and warrant that you have the right to authorize, and hereby to authorize, such interactions.

Feedback. If Customer provides (in its sole discretion) Vercept with feedback regarding the Services, Customer grants Vercept an unrestricted, perpetual, irrevocable, sublicensable, non-exclusive, fully paid, royalty-free right and license to use that feedback at its own risk and without obligation or other payment to Customer.

Ownership. Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other's content or intellectual property, by implication or otherwise. Specifically, the Services are owned, operated, and provided by Vercept and its affiliates, licensors, distributors, and service providers (collectively "Providers"). Vercept and its Providers retain all of their respective rights, title, and interest, including intellectual property rights, in and to the Services. Other than the rights of access and use expressly granted in these Terms, Vercept and the Providers do not grant you any right, title, or interest in or to our Services.

Compliance. Each party will comply with all laws applicable to the provision (for Vercept) and use (for Customer) of the Services, including any applicable data privacy laws.

Related Policies. You may access and use our Services only in compliance with these Terms and other policies that we may post from time to time, including the following (collectively, the "Related Agreements"):

• Privacy Policy
• Acceptable Use Policy

Interference or Disruption. You also must not abuse, harm, interfere with, or disrupt our Services, including, for example, circumventing any rate limits or restrictions, introducing viruses or malware, spamming or DDoSing Services, or bypassing any of our systems or protective measures or safety mitigations.

Overview. You may be allowed to interact with or submit content, data or information to our Services, or otherwise allow the Services to access data or information, in a variety of formats (we call these "Inputs"). Our Services may generate responses based on your Inputs (we call these "Outputs"). Inputs and Outputs collectively are "Customer Content."

Outputs.

Reliance on Outputs. Artificial intelligence and large language models are frontier technologies that are still improving in accuracy, reliability and safety. When you use our Services, you acknowledge and agree:

• Outputs may not always be accurate and may contain material inaccuracies even if they appear accurate because of their level of detail or specificity.
• You should not rely on any Outputs without independently confirming their accuracy.
• The Services and any Outputs may not reflect correct, current, or complete information.
• Outputs may contain content that is inconsistent with Vercept's views.

Limitations of Outputs; Notice to Users. It is Customer's responsibility to evaluate whether Outputs are appropriate for Customer's use case, including where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information.

Customer Content.

Rights to Customer Content. You are responsible for all Inputs you submit to our Services. By submitting Inputs to our Services, you represent and warrant that you have all rights, licenses, and permissions that are necessary for us to process the Inputs under our Terms and to provide the Services to you, including for example, to integrate with third-party services and to share Customer Content with others at your direction. You also represent and warrant that your submitting Inputs to us will not violate our Terms, our Acceptable Use Policy, or any laws or regulations or third party terms applicable to those Inputs. As between you and Vercept, and to the extent permitted by applicable law, you retain any right, title, and interest that you have in the Inputs you submit. Subject to your compliance with our Terms, we assign to you all of our right, title, and interest - if any - in Outputs.

Training on Customer Content. Vercept will not train models on Customer Content from Services., provided that we may use Customer Content in aggregate, anonymized form to provide, maintain, and improve the Services and to develop other products and services including those of our affiliates.

Similarity of Customer Content. Due to the nature of our Services and artificial intelligence generally, Input and Output may not be unique and other users may receive similar Output from our Services. Our assignment of rights to you above does not extend to other users' Output.

Actions Taken by the Service. You acknowledge and agree that the Service takes actions in response to your Inputs ("AI Actions"). You are responsible for ensuring that all AI Actions taken are consistent with your desires and expectations. We are not responsible if any AI Action taken is inconsistent with your desire and intent. We are not your legal agent or representative and do not owe you any fiduciary duties. AI Actions may include agreeing to contracts, making payments and conducting other actions similar consequence. You are responsible for ensuring that all AI Actions are consistent with your desires and intent and taking corrective action is not necessary. You are not allowed to cause or request any AI Actions that you are not permitted to undertake or cause to occur. Additionally, you will not use the Services for activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control. You acknowledge that the Services are not intended to meet any legal obligations for these uses and that Vercept has no liability for the use of the Services for these activities.

Unless we specifically agree otherwise in a separate agreement with you, we reserve the right to modify, suspend, or discontinue the Services or your access to the Services, in whole or in part, at any time without notice to you. Although we will strive to provide you with reasonable advance notice if we stop offering a Service, there may be urgent situations - such as preventing abuse, responding to legal requirements, or addressing security and operability issues - where providing advance notice is not feasible. We will not be liable for any change to or any suspension or discontinuation of the Services or your access to them.

Without limiting the foregoing, Vercept may suspend Customer's access to any portion or all of the Services if: (i) Customer's use of the Services poses a security risk, may violate the Acceptable Use Policy, or may adversely affect the Services, Vercept's systems and infrastructure, or a third party; or (ii) Customer is in breach of this Agreement.

Vercept will use reasonable efforts to provide written notice of any Service suspension to Customer, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service suspension is cured, where curable. Vercept will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service suspension.

Fees and billing. You may be required to pay us fees to access or use our Services or certain features of our Services. You are responsible for paying any applicable fees unless otherwise communicated to you by Vercept in writing.

The Services may include certain subscription-based plans with automatically recurring payments for periodic charges. Your subscription will begin on the date when you purchase your first subscription to the Services and continue for the subscription period that you select on your account, and will automatically renew for successive periods of the same duration unless you cancel your subscription or we terminate it. Your account will be charged automatically on each renewal date of your subscription for all applicable fees and taxes for the next subscription period. You must cancel your subscription before it renews in order to avoid billing of the next periodic subscription fee to your account. You may cancel your subscription by contacting us at support@vercept.com. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.

If you purchase access to our Services or features of our Services, you must provide complete and accurate billing information ("Payment Method"). You agree that we may charge the Payment Method for any applicable fees listed on our Services, including for any subscriptions, and any applicable tax. If the fees for these Services or features are specified to be recurring or based on usage, you agree that we may charge these fees and applicable taxes to the Payment Method on a periodic basis.

Except as expressly provided in these Terms or where required by law, all payments are non-refundable. Please check your order carefully before confirming it.

Additional fees. We may increase fees for our Services. If we charge additional fees in connection with our Services, we will give you an opportunity to review and accept the additional fees before you are charged. Also, additional fees may apply for additional Services or features of the Services that we may make available. If you do not accept any such additional fees, we may discontinue your access to the Services or features.

You agree that we will not be held liable for any errors caused by third-party payment processors used to process fees paid by you to us.

Billing. Failure to pay Vercept all amounts owed when due may result in suspension or termination of Customer's access to the Services. Vercept reserves any other rights of collection it may have.

Term. These Terms start on the Effective Date and continue until expiration of the then-current term, unless terminated earlier as provided below (the "Term").

Termination. Either party may terminate this Agreement if (i) the other party is in material breach of these Terms and fails to cure that breach within 30 days after receipt of written notice; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings. Vercept may terminate these Terms if it has the right to suspend the Services, or in order to comply with law or regulation.

Effect of Termination. Upon termination or during a suspension; (i) Customer may no longer access the Services or any Customer Content on the Services; (ii) any fees payable by Customer for Services rendered will become immediately due to be paid; (iii) the rights granted by one party to the other will cease immediately except as otherwise set forth in this Section 7(c); and (iv) any sections which by their nature should survive, or explicitly state they survive, will survive, including Confidentiality, Publicity, Fees, Term, Termination and Suspension, Disputes, Indemnification, Limitations of Liability, and; (v) any provision or condition that must survive to fulfill its essential purpose.

Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary ("Confidential Information"). Customer Content is Customer's Confidential Information.

Obligations of Parties. The receiving party ("Recipient") may only use Confidential Information of the disclosing party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser's Confidential Information to Recipient's employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms ("Representatives"). Recipient will protect Discloser's Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives.

Exclusions. Confidential Information excludes information that: (i) becomes publicly available through no fault of Recipient; (ii) is obtained by Recipient from a third party without a breach of the third party's obligations of confidentiality; or (iii) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Discloser's Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser's efforts to prevent or narrow the scope of disclosure.

Our Services may use or be used in connection with third-party content, services, or integrations and You may elect to use those items in Your sole discretion. We do not control or accept responsibility for any loss or damage that may arise from your use of any third-party content, services, and integrations, for which we make no representations or warranties. Your use of any third-party content, services, and integrations is at your own risk and subject to any terms, conditions, or policies (including privacy policies) applicable to such third-party content, services, and integrations.

Vercept's Services are novel and will change. We may sometimes add or remove features, increase or decrease capacity limits, offer new Services, or stop offering certain Services. We may offer manual or automatic updates to our software including our apps ("Vercept Software"), without advance notice to you. Vercept Software may include open-source software. In the event of any conflict between these Terms and any other Vercept or third-party terms applicable to any portion of Vercept Software, such as open-source license terms, such other terms will control as to that portion of the Vercept Software and to the extent of the conflict.

YOUR USE OF THE SERVICES AND CUSTOMER CONTENT IS SOLELY AT YOUR OWN RISK. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW (i) THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND; AND (ii) VERCEPT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THIRD-PARTY INTERFACES.

TO THE EXTENT PERMITTED UNDER LAW, VERCEPT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE. VERCEPT DOES NOT WARRANT, AND DISCLAIMS THAT, THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE OR ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED. REFERENCES TO A THIRD PARTY IN THE OUTPUTS MAY NOT MEAN THEY ENDORSE OR ARE OTHERWISE WORKING WITH VERCEPT.

THE SERVICES USE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING. ANY OUTPUT FROM THE SERVICES IS INTENDED FOR INTERNAL USE PURPOSES ONLY. RELIANCE ON THE SERVICES IS SOLELY AT CUSTOMER'S OWN RISK. BY USING THE SERVICES, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TECHNOLOGY USED BY VERCEPT IS NASCENT, EXPERIMENTAL, SUBJECT TO MANIPULATION AND CHANGE, RAPIDLY EVOLVING, CAPABLE OF BEING TRAINED ON ANY CORPUS OF KNOWLEDGE, AND SUBJECT TO UNEXPECTED OUTPUTS AND RESULTS, SOME OF WHICH COULD BE CRUDE, DAMAGING, DANGEROUS, DEFAMATORY, DISCONCERTING, DISCRIMINATORY, FALSE, HARMFUL, ILLEGAL, INACCURATE, INFRINGING, MISLEADING, OFFENSIVE, INDECENT, OR WRONG, EVEN IF VERCEPT TAKES COMMERCIALLY REASONABLE MEASURES TO PREVENT SUCH OUTPUTS AND RESULTS. CUSTOMER'S USE OF THE SERVICES IS AT CUSTOMER'S SOLE RISK, AND VERCEPT WILL NOT BE LIABLE FOR ANY STATEMENTS, REPRESENTATIONS, DEFAMATION, OMISSIONS, FALSEHOODS, OBSCENITY, PROFANITY, OR OTHER TYPES OF CONTENT THAT MAY RESULT FROM CUSTOMER'S USE OF THE SERVICES. ARTIFICIAL INTELLIGENCE IS SUBJECT TO MANY LEGAL AND REGULATORY UNCERTAINTIES, AND THE SERVICES COULD BE ADVERSELY IMPACTED BY ONE OR MORE REGULATORY OR LEGAL INQUIRIES, ACTIONS, SUITS, INVESTIGATIONS, CLAIMS, FINES OR JUDGMENTS, WHICH COULD IMPEDE OR LIMIT CUSTOMER'S ABILITY TO CONTINUE THE USE AND ENJOYMENT OF THESE TECHNOLOGIES.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL VERCEPT, ITS PROVIDERS, OR ITS OR THEIR RESPECTIVE AFFILIATES, INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE "VERCEPT PARTIES"), BE LIABLE FOR ANY PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER INDIRECT DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE CUSTOMER CONTENT, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND EVEN IF THE DAMAGES ARE FORESEEABLE.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE VERCEPT PARTIES' TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES. CAUSES OF ACTION OR OTHER LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE CUSTOMER CONTENT, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE AMOUNT YOU PAID TO US FOR ACCESS TO OR USE OF THE SERVICES (IF ANY) IN THE SIX MONTHS PRECEDING THE DATE SUCH DAMAGES, LOSSES, AND CAUSES OF ACTION FIRST AROSE AND $100, WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS, AND WE WOULD NOT OFFER THE SERVICES TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS.

The parties agree that they have entered into these Terms in reliance on the terms of this Section 12 and those terms form an essential basis of the bargain between the parties.

THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS MAY NOT APPLY TO YOU.

Notices. All notices, demands, waivers, and other communications under these Terms (each, a "Notice") must be in writing. Any Notices provided under these Terms may be delivered electronically to the address provided to Vercept if to Customer; and to notices@vercept.com if to Vercept. Notice is effective only: (I) upon receipt by the receiving party, and (II) if the party giving the Notice has complied with all requirements of this Section 13(a).

Electronic Communications. Customer agrees to receive electronic communications from Vercept based on Customer's use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services or Customer's management dashboard, or posted on Vercept's website. Vercept may also provide electronic communications via text or SMS about Customer's use of the Services or as Customer otherwise requests from Vercept. If Customer wishes to stop receiving such messages, Customer may request it from Vercept or respond to any such texts with "STOP".

Changes to these Terms. Vercept may update these Terms at any time, to be effective 30 days after the updates are posted by Vercept or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both parties. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude changes to the Services. If you continue to access the Services after we post the updated Terms on Vercept's website or otherwise give you notice of Terms changes, then you agree to the updated Terms. If you do not accept the updated Terms, you must stop using our Services.

Assignment and Delegation. Neither party may assign its rights or delegate its obligations under these Terms without the other party's prior written consent, except that Vercept may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all its business, merger, change of control or other similar corporate transaction. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties' original intent as closely as possible.

Interpretation. Document and section titles are provided for convenience and will not be interpreted. The phrases "for example" or "including" or "or" are not limiting.

Publicity. Vercept may use Customer's name and logo to publicly identify Customer as a customer of the Services at its discretion. Customer will consider in good faith any request by Vercept to (i) provide a quote from a Customer executive regarding Customer's motivation for using the Services that Vercept may use publicly and (ii) participate in a public co-marketing activity.

Entire agreement. These Terms and any other terms expressly incorporated by reference form the entire agreement between you and us regarding the subject matter of our Terms.

No waiver. Any delay or failure on our part to enforce a provision of these Terms is not a waiver of our right to enforce them later.

Export Control. You may not export or provide access to the Services into any U.S. embargoed countries or to anyone on (i) the U.S. Treasury Department's list of Specially Designated Nationals, (ii) any other restricted party lists identified by the Office of Foreign Asset Control, (iii) the U.S. Department of Commerce Denied Persons List or Entity List, or (iv) any other restricted party lists. You represent and warrant that you and anyone accessing or using the Services on your behalf, or using your Account credentials, are not such persons or entities and are not located in any such country.

Legal Compliance. We may comply with governmental, court, and law enforcement requests or requirements relating to provision or use of the Services, or to information provided to or collected under our Terms. We reserve the right, at our sole discretion, to report information from or about you, including but not limited to Inputs or Outputs, to law enforcement.

U.S. Government Use. The Services were developed solely at private expense and are commercial computer software and commercial computer software documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements. Accordingly, U.S. Government users of the Services will have only those rights that are granted to all other end users of the Services pursuant to these Terms.

Integration. These Terms (including the Related Agreements and other documents or terms that are incorporated by reference by these Terms) constitute the parties' entire understanding as to the Services' provision and use.

Order of Precedence. In the event of a conflict between these Terms and other applicable documents between the parties, such documents will apply in the following descending order of precedence; (i) any document fully executed between Customer and Vercept referencing these Terms; (ii) these Terms; (ii) Related Agreements. The terms of any Purchase Order or other document issued by Customer is rejected and of no effect.

Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Equitable relief. The parties agree that Customer's breach of use restrictions or breach of confidentiality obligations will cause irreparable injury and that the harmed party will have the right to seek immediate equitable relief to enjoin such activity, in addition to whatever remedies it may have at law.

Governing law and exclusive jurisdiction. Our Terms will be governed by, and construed and interpreted in accordance with, the laws of the State of Washington without giving effect to conflict of law principles. Except as set forth in Section 13(r) below, You and Vercept agree that any disputes arising out of or relating to these Terms will be resolved exclusively in the state or federal courts located in Seattle, Washington, and you and Vercept submit to the personal and exclusive jurisdiction of those courts. By accessing our Services, you waive any claims that may arise under the laws of other jurisdictions.

Disputes.

In the event of a dispute, claim or controversy relating to these Terms ("Dispute"), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party in accordance with Section 13(a) above. The other party will respond to such notice within 15 days. If the parties have not resolved the dispute within 45 days of delivery of the initial dispute notice, either party may seek to resolve the dispute through arbitration as stated below.

Except for equitable relief described in Section 13(p) above, any Dispute will be determined in English by final, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by a single arbitrator. The arbitration will take place in Seattle, Washington. Judgment on any award issued through the arbitration process may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.

Our Acceptable Use Policy ("AUP") applies to anyone who uses Vercept's websites, products, and services, including all platforms, software, applications, APIs, tools, interfaces, features, content, documentation, Customer Content, and other functionality that are incorporated or made available by Vercept (collectively, "Services"), and is intended to help our users stay safe and ensure our Services are being used responsibly. In addition to this AUP, your use of the Vercept Services is governed by Vercept's Terms of Service and Privacy Policy.

This AUP is categorized according to who can use our Services for what purposes. We will update this AUP as our technology and the associated risks evolve or as we learn about unanticipated risks from our users.

• Universal Usage Standards: Our Universal Usage Standards apply to all users of the Services, including individuals, developers, and businesses.
• High-Risk Use Case Requirements: Our High-Risk Use Case Requirements apply to specific use cases that pose an elevated risk of harm.
• Disclosure Requirements: Our Disclosure Requirements apply to specific use cases where it is especially important for users to understand that they are interacting with an AI system.

Vercept will implement detections and monitoring to enforce this AUP, so please review this AUP carefully before using our Services. If we learn that you have violated our AUP, we may throttle, suspend, or terminate your access to our Services. If you discover that our model outputs are inaccurate, biased or harmful, please notify us at safety@vercept.com.

This AUP is calibrated to strike a balance between enabling beneficial uses and mitigating potential harms.

Do Not Compromise Children's Safety: This includes using our Services to:

• Create, distribute, or promote child sexual abuse material. We strictly prohibit and will report to relevant authorities and organizations where appropriate any content that exploits or abuses minors
• Facilitate the trafficking, sextortion, or any other form of exploitation of a minor
• Facilitate minor grooming, including generating content designed to impersonate a minor
• Facilitate or depict child abuse of any form, including instructions for how to conceal abuse
• Promote or facilitate pedophilic relationships, including via roleplay with the model
• Fetishize minors

Do Not Compromise Critical Infrastructure: This includes using our Services to:

• Facilitate the destruction or disruption of critical infrastructure such as power grids, water treatment facilities, telecommunication networks, or air traffic control systems
• Obtain unauthorized access to critical systems such as voting machines, healthcare databases, and financial markets
• Interfere with the operation of military bases and related infrastructure

Do Not Incite Violence or Hateful Behavior: This includes using our Services to:

• Incite, facilitate, or promote violent extremism, terrorism, or hateful behavior
• Depict support for organizations or individuals associated with violent extremism, terrorism, or hateful behavior
• Facilitate or promote any act of violence or intimidation targeting individuals, groups, animals, or property
• Promote discriminatory practices or behaviors against individuals or groups on the basis of one or more protected attributes such as race, ethnicity, religion, nationality, gender, sexual orientation, or any other identifying trait

Do Not Compromise Someone's Privacy or Identity: This includes using our Services to:

• Compromise security or gain unauthorized access to computer systems or networks, including spoofing and social engineering
• Violate the security, integrity, or availability of any user, network, computer, device, or communications system, software application, or network or computing device
• Violate any person's privacy rights as defined by applicable privacy laws, such as sharing personal information without consent, accessing private data unlawfully, or violating any relevant privacy regulations
• Misuse, collect, solicit, or gain access to private information without permission such as non-public contact details, health data, biometric or neural data (including facial recognition), or confidential or proprietary data
• Impersonate a human by presenting results as human-generated, or using results in a manner intended to convince a natural person that they are communicating with a natural person when they are not

Do Not Create or Facilitate the Exchange of Illegal or Highly Regulated Weapons or Goods: This includes using our Services to:

• Produce, modify, design, market, or distribute weapons, explosives, dangerous materials or other systems designed to cause harm to or loss of human life
• Engage in or facilitate any illegal activity, such as the use, acquisition, or exchange of illegal and controlled substances, or the facilitation of human trafficking and prostitution

Do Not Create Psychologically or Emotionally Harmful Content: This includes using our Services to:

• Facilitate or conceal any form of self-harm, including disordered eating and unhealthy or compulsive exercise
• Engage in behaviors that promote unhealthy or unattainable body image or beauty standards, such as using the model to critique anyone's body shape or size
• Shame, humiliate, intimidate, bully, harass, or celebrate the suffering of individuals
• Coordinate the harassment or intimidation of an individual or group
• Generate content depicting sexual violence
• Generate content depicting animal cruelty or abuse
• Generate violent or gory content that is inspired by real acts of violence
• Promote, trivialize, or depict graphic violence or gratuitous gore
• Develop a product, or support an existing service that facilitates deceptive techniques with the intent of causing emotional harm

Do Not Spread Misinformation: This includes using our Services to:

• Create and disseminate deceptive or misleading information about a group, entity or person
• Create and disseminate deceptive or misleading information about laws, regulations, procedures, practices, standards established by an institution, entity or governing body
• Create and disseminate deceptive or misleading information with the intention of targeting specific groups or persons with the misleading content
• Create and advance conspiratorial narratives meant to target a specific group, individual or entity
• Impersonate real entities or create fake personas to falsely attribute content or mislead others about its origin without consent or legal right
• Provide false or misleading information related to medical, health or science issues

Do Not Create Political Campaigns or Interfere in Elections: This includes using our Services to:

• Promote or advocate for a particular political candidate, party, issue or position. This includes soliciting votes, financial contributions, or public support for a political entity
• Engage in political lobbying to actively influence the decisions of government officials, legislators, or regulatory agencies on legislative, regulatory, or policy matters. This includes advocacy or direct communication with officials or campaigns to sway public opinion on specific legislation or policies
• Engage in campaigns, including political campaigns, that promote false or misleading information to discredit or undermine individuals, groups, entities or institutions
• Incite, glorify or facilitate the disruption of electoral or civic processes, such as targeting voting machines, or obstructing the counting or certification of votes
• Generate false or misleading information on election laws, procedures and security, candidate information, how to participate, or discouraging participation in an election

Do Not Use for Criminal Justice, Law Enforcement, Censorship or Surveillance Purposes: This includes using our Services to:

• Make determinations on criminal justice applications, including making decisions about or determining eligibility for parole or sentencing
• Target or track a person's physical location, emotional state, or communication without their consent, including using our Services for facial recognition, battlefield management applications or predictive policing
• Utilize the Services to assign scores or ratings to individuals based on an assessment of their trustworthiness or social behavior
• Build or support emotional recognition systems or techniques that are used to infer people's emotions
• Analyze or identify specific content to censor on behalf of a government organization
• Utilize the Services as part of any biometric categorization system for categorizing people based on their biometric data to infer their race, political opinions, trade union membership, religious or philosophical beliefs, sex life or sexual orientation
• Use our Services for any official local, state or national law enforcement application

Do Not Engage in Fraudulent, Abusive, or Predatory Practices: This includes using our Services to:

• Facilitate the production, acquisition, or distribution of counterfeit or illicitly acquired goods
• Promote or facilitate the generation or distribution of spam
• Generate content for fraudulent activities, schemes, scams, phishing, or malware that can result in direct financial or psychological harm
• Generate content for the purposes of developing or promoting the sale or distribution of fraudulent or deceptive products
• Generate deceptive or misleading digital content such as fake reviews, comments, or media
• Engage in or facilitate multi-level marketing, pyramid schemes, or other deceptive business models that use high-pressure sales tactics or exploit participants
• Promote or facilitate payday loans, title loans, or other high-interest, short-term lending practices that exploit vulnerable individuals
• Engage in deceptive, abusive behaviors, practices, or campaigns that exploits people due to their age, disability or a specific social or economic situation
• Promote or facilitate the use of abusive or harassing debt collection practices
• Develop a product, or support an existing service that deploys subliminal, manipulative, or deceptive techniques to distort behavior by impairing decision-making
• Plagiarize or engage in academic dishonesty

Do Not Abuse our Platform: This includes using our Services to:

• Coordinate malicious activity across multiple accounts such as creating multiple accounts to avoid detection or circumvent product guardrails or generating identical or similar prompts that otherwise violate this AUP
• Utilize automation in account creation or to engage in spammy behavior
• Circumvent a ban through the use of a different account, such as the creation of a new account, use of an existing account, or providing access to a person or entity that was previously banned
• Facilitate or provide account access to the Services to persons or entities who are located in unsupported locations
• Intentionally bypass capabilities or restrictions established within our Services for the purposes of instructing the model to produce harmful outputs (e.g., jailbreaking or prompt injection) without an authorized use-case approved by Vercept
• Utilize without Vercept authorization prompts and completions to train an AI model (e.g., "model scraping")

Do Not Generate Sexually Explicit Content: This includes using our Services to:

• Depict or request sexual intercourse or sex acts
• Generate content related to sexual fetishes or fantasies
• Facilitate, promote, or depict incest or bestiality
• Engage in erotic chats

Some integrations (meaning use cases involving the use of our Services) pose an elevated risk of harm because they influence domains that are vital to public welfare and social equity.

"High-Risk Use Cases" include:

• Legal: Integrations related to legal interpretation, legal guidance, or decisions with legal implications
• Healthcare: Integrations affecting healthcare decisions, medical diagnosis, patient care, or medical guidance, other than wellness advice (e.g., advice on sleep, stress, nutrition, exercise, etc.), which does not fall under this category
• Insurance: Integrations related to health, life, property, disability, or other types of insurance underwriting, claims processing, or coverage decisions
• Finance: Integrations related to financial decisions, including investment advice, loan approvals, and determining financial eligibility or creditworthiness
• Employment and housing: Integrations related to decisions about the employability of individuals, resume screening, hiring tools, or other employment determinations or decisions regarding eligibility for housing, including leases and home loans
• Academic testing, accreditation and admissions: Integrations related to standardized testing companies that administer school admissions (including evaluating, scoring or ranking prospective students), language proficiency, or professional certification exams; agencies that evaluate and certify educational institutions.
• Media or professional journalistic content: Integrations related to using our Services to automatically generate content and publish it for external consumption

If your use case is listed above, we require that you implement the following additional safety measures:

Human-in-the-loop: when using our Services to provide advice, recommendations, or subjective decisions that directly impact individuals in high-risk domains, a qualified professional in that field must review the content or decision prior to dissemination or finalization. This requirement applies specifically to content or decisions that are provided to consumers or the general public, or decisions made about an individual. Your business is responsible for the accuracy and appropriateness of that information. For other types of content generation or interactions with users that do not involve direct advice, recommendations, or subjective decisions, human review is strongly encouraged but not mandatory.

Disclosure: you must disclose to your customers or end users that you are using our services to help inform your decisions or recommendations.

Finally, the below use cases – regardless of whether they are High Risk Use Cases – must disclose to their users that they are interacting with an AI system rather than a human:

• All customer-facing chatbots including any external-facing or interactive AI agent
• Products serving minors: Organizations providing minors with the ability to directly interact with products that incorporate our API(s)