READ AI, INC. TERMS OF SERVICE
Last Updated: September 9, 2021
Read AI, Inc. ("Read AI" or "we") provides a web-, software- and mobile-based platform offering real-time insights on videoconference attendee sentiment and engagement (our "Services").These Terms of Service ("Terms") apply to your access to and use of our Services.
PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 15, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 15.
BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, DO NOT USE OUR SERVICES.
You must be at least 18 years of age to use our Services. By using our Services, you represent and warrant that you are at least 18 years of age. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
2. User Accounts and Account Security
You may need to register for an account to access some or all of our Services. You must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You are responsible for the activities of such users that occur in connection with your account, regardless of whether you have permitted them to use your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
3. User Content
(a) User Content and Ownership. Our Services analyzes engagement and participation in videoconferences through the video and audio content and other content, such as messages, texts, photos, and other materials, as applicable that you share through or upload to the Services (collectively, "User Content"). You retain ownership of your User Content and, except for the license you grant in Section 3(b), as between you and Read AI, you retain all other rights in and to your User Content.
(b) Use of User Content. In order to provide the Services to you, we need certain rights to access, analyze, and use your User Content. For this purpose, you grant Read AI a nonexclusive and royalty-free license to use, reproduce, and analyze your User Content only for purposes of providing our Services. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.
(c) Your Representations and Warranties. By sharing or otherwise giving us access to User Content, you represent and warrant that (a) you are the creator and owner of your User Content, or have the necessary licenses, rights, consents, and permissions to grant the rights in these Terms and (b) your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity.
4. Prohibited Conduct and Content
(a) Prohibited Conduct. When using the Services, you will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
(b) Prohibited Content. You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:
(c) Our Enforcement. Enforcement of this Section 4 or any other provisions in these Terms with respect to conduct or User Content is solely at Read AI's discretion, and failure to enforce this section or such terms in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, nothing in these Terms create any private right of action on the part of any third party or any reasonable expectation that our Services will not contain any content that is prohibited by such rules. Although Read AI has no obligation to screen, edit or monitor any User Content, Read AI reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on our Services at any time and for any reason without notice.
(d) Parental Control Protections. Please note that parental control protections (such as computer hardware, software or filtering services) may be commercially available to assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections should be available at: https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers (last checked on September 9, 2021).
5. Ownership; Access Grant
(a) Ownership. Our Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein or resulting from the Services, are owned by Read AI or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. This does not apply to your User Content, which at all times remains your property or the property of your licensors.
(b) Limited Access Grant. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable right to access and use our Services for your own personal, noncommercial use. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
Read AI and our logos, our product or service names, our slogans and the look and feel of our Services are trademarks of Read AI and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Read AI or our Services (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Read AI’s sole discretion. You understand that Read AI may treat Feedback as nonconfidential.
8. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Read AI's designated agent as follows:
Designated Agent:David Shim
Address:999 Third Ave, Suite 3300
Seattle, WA 98104
Telephone Number:(206) 657-6177
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Read AI for certain costs and damages.
9. Third-Party Services and Third-Party Vendors
As part of our Services, Read AI may (a) integrate with technology or other products or services offered by third-party vendors, including videoconferencing tools, or (b) provide information about or links to third-party products or services on our Services (collectively, "Third-Party Services").
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Read AI and our officers, directors, agents, partners and employees (individually and collectively, the "Read AI Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services; (b) your User Content or Feedback; (c) your violation of these Terms; or (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights). You agree to cooperate with the Read AI Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Read AI Parties will have sole control of the defense and settlement, using counsel of Read AI's choice, of any such Claims.
Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided "as is" and "as available" without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Read AI does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Read AI attempts to make your use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of our Services.
Without limiting the foregoing, Read AI takes no responsibility and assumes no liability for any User Content posted, stored, uploaded, accessed or downloaded by you or any third party, or for any loss or damage thereto, incomplete or inaccurate User Content, or for any user conduct, nor is Read AI liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, Read AI is not liable for any statements, representations or User Content provided by its users in any public forum or other area.
12. Limitation of Liability
(a) To the fullest extent permitted by applicable law, Read AI and the other Read AI Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Read AI or the other Read AI Parties have been advised of the possibility of such damages.
(b) The total liability of Read AI and the other Read AI Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to $100 USD.
(c) The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Read AI or the other Read AI Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release Read AI and the other Read AI Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
14. Transfer and Processing Data
In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
15. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Read AI and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
(a) No Representative Actions. You and Read AI agree that any dispute arising out of or related to these Terms or our Services is personal to you and Read AI and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
(b) Arbitration of Disputes. Except for small claims disputes in which you or Read AI seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Read AI seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Read AI waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, "Disputes") resolved in court. Instead, for any Dispute that you have against Read AI, you agree to first contact Read AI and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to Read AI by email at email@example.com or by certified mail addressed to Read AI, Attn: Legal, 999 Third Ave, Suite 3300, Seattle, WA 98104. The Notice must (i) include your name, residence address, email address, and telephone number, (ii) describe the nature and basis of the Dispute, and (iii) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Read AI cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in King County, Washington unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 15, a "consumer" means a person using our Services for personal, family or household purposes. You and Read AI agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules"). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
(c) You and Read AI agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
(d) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Read AI, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
(e) You and Read AI agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Read AI will pay the remaining JAMS fees and costs. For any arbitration initiated by Read AI, Read AI will pay all JAMS fees and costs. You and Read AI agree that the state or federal courts of the State of Washington and the United States sitting in King County, Washington have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
(f) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Read AI will not have the right to assert the claim.
(g) You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 15 by emailing us at firstname.lastname@example.org. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 16.
(h) If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms, (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15, and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.
16. Governing Law and Venue
Any dispute arising from these Terms and your use of our Services will be governed by and construed and enforced in accordance with the laws of Washington, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Washington and the United States, respectively, sitting in King County, Washington.
17. Modifying and Terminating our Services
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. These Terms will, subject to Section 20, terminate on the day we stop providing all of our Services to you or you stop using our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
The failure of Read AI to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation." Notwithstanding any other provisions of these Terms, Sections 1, 2, 3, 4, 5(a), and 6 through 21 survive any termination of these Terms. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Services, in whole or in part, without your prior written consent.
21. Additional Terms Applicable to Mobile Devices
The following terms apply if you install, access or use our Services on any device that contains the iOS mobile operating system (the "iOSApp") developed by Apple Inc. ("Apple").
Read AI, Inc.
999 Third Ave, Suite 3300
Seattle, WA 98104
9. Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using our Services.
10. Third-Party Beneficiary. The parties acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof).
The following terms apply if you install, access or use our Services on any device that contains the Android mobile operating system (the "AndroidApp") developed by Google, Inc. ("Google"):