Last Updated: February 15th, 2023

Terms of Use

SOTAI Labs Inc. (“SOTAI Labs,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our website located at https://www.sotai.ai/ (the “SOTAI Website”) and our proprietary platform (“Platform”) that is provided to you through our website located at https://artifice.sotai.ai/ (the “Platform Website”). The SOTAI Website and the Platform Website are collectively referred to herein as the “Websites,” and each, a “Website.”

We provide Visitors (as defined below) with access to the Websites and Registered Users (as defined below) with access to the Platform subject to the following terms and conditions (the “Terms of Use”). By browsing the public areas of the Websites, and/or by clicking “I AGREE,” or otherwise manifesting your assent to this Agreement (as defined below), when you sign up to access and use the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, do not access or use the Websites and the Platform.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Websites and/or the Platform, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Websites and the Platform. By continuing to access or use the Websites and/or the Platform after we have posted a modification on the Websites and/or the Platform, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Websites and the Platform.

Capitalized terms not defined in these Terms of use shall have the meaning set forth in our Privacy Policy.

  1. DESCRIPTION OF THE PLATFORM

Our Platform allows you to configure, optimize, analyze, and use artificial intelligence calibrated models as well as perform various activities including but not limited to, data cleaning, transformation and data preparation for the calibrated modeling.

We provide Visitors and Registered Users with access to the Websites and Platform as described in this Agreement.

a. Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Websites. No login is required for visitors to the Websites (“Visitors”). Visitors to can (a) view all publicly-accessible content, (b) e-mail us, and (c) chat us.

b. Registered Users. Login is required for all individuals who register to use the Platform (“Registered Users”). Registered Users can do all the things Visitors can do, and can also access and use the Platform.

SOTAI Labs is under no obligation to accept any individual as a Registered User, and may accept or reject any registration in its sole and complete discretion.

  1. USE OF PERSONAL INFORMATION

Your use of the Websites and the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy (located at https://www.sotai.ai/privacy-policy), which is hereby incorporated by reference in its entirety.

  1. RIGHT TO ACCESS AND USE THE PLATFORM

Subject to the terms and conditions of this Agreement, SOTAI Labs grants you during the term of this Agreement a non-transferable, non-exclusive right, without the right to sublicense, to access and use the Platform for your internal business purposes.

You will not (and will not authorize, permit, or encourage any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Websites or the Platform; (ii) modify, adapt, or translate the Websites, the Platform, or any portion or component thereof; (iii) make any copies of the Websites, the Platform, or any portion or component thereof; (iv) resell, distribute, or sublicense the Websites, the Platform, or any portion or component thereof; (v) remove or modify any proprietary markings or restrictive legends placed on the Websites, or the Platform; (vi) use the Websites, the Platform, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (vii) introduce, post, or upload to the Websites, or the Platform any virus, worm, “black door,” Trojan Horse, or similar harmful code; (viii) save, store, or archive any portion of the services (including, without limitation, any data contained therein) outside the Platform other than those outputs generated through the intended functionality of the Platform without the prior, written permission of SOTAI Labs in each instance; (ix) use the Websites, or the Platform in connection with service bureau, timeshare, service provider or like activity whereby you operate the Websites, or the Platform for the benefit of a third party; or (x) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform.

If you violate this section, SOTAI Labs reserves the right in its sole discretion to immediately deny you access to the Platform, or any portion of thereof, without notice. SOTAI Labs reserves the right to change the availability of any feature, function, or content relating to the Platform, at any time, without notice or liability to you.

  1. FEES

The Platform is currently provided to you free of charge. However, we reserve the right to institute new or additional fees, at any time upon notice to you.

  1. INTELLECTUAL PROPERTY

As between the Parties, all right, title, and interest in and to the Platform, the Websites, the Output, the Aggregate Data, the Usage Data, any underlying algorithms, databases, software, and other materials, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of SOTAI Labs or its licensors (“SOTAI Labs IP”). The SOTAI Labs IP is protected under both United States and foreign laws. Unauthorized use of the SOTAI Labs IP may violate copyright, trademark, and other laws. Elements of the Websites and the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. You must retain all copyright and other proprietary notices contained in the original SOTAI Labs IP. You may not sell, transfer, assign, license, sublicense, or modify the SOTAI Labs IP or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the SOTAI Labs IP in any way for any public or commercial purpose. The use or posting of the SOTAI Labs IP on any other website or in a networked computer environment for any purpose is expressly prohibited. We reserve the right to remove the SOTAI Labs IP from the Websites and the Platform at any time for any reason without any notice to you.

If you violate any part of this Agreement, your permission to access and/or use the SOTAI Labs IP, the Websites and the Platform automatically terminates and you must immediately destroy any copies you have made of the SOTAI Labs IP.

The trademarks, service marks, and logos of SOTAI Labs (the “SOTAI Labs Trademarks”) used and displayed on the Websites and the Platform are registered and unregistered trademarks or service marks of ours. Other company, product, and service names displayed on the Websites and the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the SOTAI Labs Trademarks, the “Trademarks”). Nothing herein should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of SOTAI Labs Trademarks inures to our benefit.

  1. FEEDBACK

If you provide any suggestions, feedback, comments or other input related to the Websites, the Platform or any enhancements or other improvements of the Websites and the Platform, including any feedback you providing during your interview with us (collectively, “Feedback”), you hereby assign us all right, title, and interest in and to such Feedback and agree that we may use or otherwise incorporate such Feedback into the Websites, the Platform or our other products or services, and otherwise use the Feedback in any manner that we choose, without restriction or royalty or attribution of any kind to you or any third party.

  1. OUTPUT; YOUR DATA; YOUR MODEL; USAGE DATA AND AGGREGATE DATA

For purposes of this Agreement,

  • “Output” means the data with predictions that is generated by your use of the Platform.
  • “Usage Data” means anonymous, analytical data that SOTAI Labs collects concerning the performance and use of the Platform by its users.
  • “Your Data” means any data and information that you upload to the Platform.
  • “Your Model” means a calibrated model that you generate on the Platform by processing and analyzing Your Data. Notwithstanding the foregoing and for clarity, Your Models are deemed to exclude any SOTAI Labs IP and intellectual property rights therein that are in whole or in part incorporated into or embodied in Your Models; all such SOTAI Labs IP and intellectual property rights therein remain SOTAI Lab’s sole property.

Subject to the terms and conditions of this Agreement, we hereby grant you a non-exclusive, worldwide, full paid-up, royalty-free right and license to download and use the Output for your internal business purposes. You shall not sell, license, or otherwise make available the Output to any third-party.

You own all right, title, and interest in and to Your Data and Your Model, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all intellectual rights therein. You hereby grant SOTAI Labs during the term of this Agreement a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute Your Data and Your Model for the purpose of providing the Platform. You hereby grant SOTAI Labs the right to access and use Your Models for SOTAI Labs internal business purposes, including using such model to analyze, update, and improve the Platform and SOTAI Labs’ analytics capabilities.

Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, Your Data, as well as any Usage Data that we may collect, in an anonymous and aggregated form (“Aggregate Data”) for the purposes of operating, maintaining, managing, and improving our products and services including the Platform. Aggregate Data does not identify you. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.

  1. REPRESENTATIONS AND WARRANTIES

You represent, warrant and covenant that: (a) you have, and will continue to have, all necessary rights to grant SOTAI Labs the rights granted under this Agreement; (b) Your Data, Your Models and SOTAI Labs’ use thereof in accordance with this Agreement do not and will not infringe, violate or misappropriate any third party intellectual property or proprietary rights or any applicable laws, rules or regulations; and (c) you will not use Your Data and/or Your Models in violation of any applicable laws, rules or regulations.

  1. COMMUNITY GUIDELINES

SOTAI Labs’ community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Websites, and/or the Platform, you hereby agree to comply with these community rules and that:

  • You will comply with all applicable laws in your use of the Websites and the Platform and will not use the Websites and the Platform for any unlawful purpose;
  • You will not access or use the Websites and the Platform to collect any market research for a competing business;
  • You will not upload, transmit, or otherwise make available any content that:
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    - infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or

    - is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence or illegal activity, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or

    - discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
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  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not interfere with, or attempt to interrupt the proper operation of, the Websites and the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any content, data, files, or passwords related to the Websites and the Platform through hacking, password or data mining, or any other means;
  • You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Websites and the Platform;
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Websites and the Platform;
  • You will not use any robot, spider, scraper, or other automated means to access the Websites for any purpose without our express written permission, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
  • You will not allow anyone to access and use your account; and
  • You will not remove or modify any proprietary markings or restrictive legends placed on the Websites and the Platform.

We reserve the right, in our sole and absolute discretion, to deny you access to the Websites and the Platform, or any portion thereof, without notice.

  1. RESTRICTIONS

The Websites and the Platform are available only for individuals aged 18 years or older. By accessing and/or using the Websites and/or the Platform, you represent and warrant that you at least 18 years old.

  1. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS

In order to access and use the Platform you will have to create an account. When you create an account, you will be asked to create a unique sign-in name (“Sign-In Name”), password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). The Sign-In Name, Password and Unique Identifiers are collectively referred to herein as the “Account Credentials.” When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only you. You are responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason.

  1. NO WARRANTIES; LIMITATION OF LIABILITY

NONE OF SOTAI LABS, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “SOTAI LABS PARTIES”) ENDORSE ANY DATA OR MODELS PROVIDED THROUGH THE PLATFORM. NONE OF THE SOTAI LABS PARTIES HAS ANY LIABILITY WITH RESPECT TO ANY DATA MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING YOUR DATA, AND YOUR MODELS OR ANY RESULTS OR OUTPUT DERIVED FROM, BASED UPON, OR OTHERWISE ARISING FROM OR IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE PLATFORM.

THE WEBSITES, THE PLATFORM, THE SOTAI LABS IP AND OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND NEITHER SOTAI LABS NOR ITS SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND SOTAI LABS HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT: (I) YOUR ACCESS TO OR USE OF THE WEBSITES AND/OR THE PLATFORM WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE WEBSITES AND/OR THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE WEBSITES AND/OR THE PLATFORM WILL BE SECURE; OR (IV) ANY DATA AND/OR OUTPUT PROVIDED BY OR THROUGH THE WEBSITES AND/OR THE PLATFORM WILL BE ACCURATE OR COMPLETE.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) NONE OF THE SOTAI LABS PARTIES SHALL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THIS AGREEMENT EVEN IF SUCH SOTAI LABS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) THE SOTAI LABS PARTIES TOTAL LIABILITY FOR ANY DIRECT DAMAGES ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED US DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

THE WEBSITES AND THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITES AND THE PLATFORM AT ANY TIME WITHOUT NOTICE.

  1. EXTERNAL SITES

The Websites and the Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

  1. INDEMNIFICATION

You agree to defend, indemnify, and hold the SOTAI Labs Parties harmless from and against any and all damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees (collective, “Losses”) incurred by any SOTAI Labs Party in connection with a third-party claim, action, or proceeding (each a “Claim”) arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Websites, the Platform, or the SOTAI Labs IP; (iii) Your Data and/or Your Models; and/or (iv) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such Claim, and shall provide reasonable assist you, at your expense, in defending any such Claim. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

  1. COMPLIANCE WITH APPLICABLE LAWS

The Websites and the Platform are based in the United States. We make no claims concerning whether the Websites, and the Platform may be downloaded, viewed, or be appropriate for use outside of the United States. If you access Websites or the Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

  1. TERMINATION

We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and/or your access to all or any part of the Websites and/or the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Websites and/or the Platform at any time without prior notice or liability.

  1. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement, the Websites, the Platform, or any other products or services provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 18 below, nothing in these Terms of Use will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

  1. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

  1. EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Use. We may, without waiving any other remedies under these Terms of Use, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above.

  1. MISCELLANEOUS

If the Agreement is terminated in accordance with the termination provision in Section 15 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Feedback,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination,” “Binding Arbitration,” “Class Action Waiver,” “and “Miscellaneous.”

This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound.

Our failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Copyright 2023 SOTAI Labs, Inc. All rights reserved.

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