Please read these Terms of Service (the “Terms”) carefully because they govern your use of the website located at https://runatlas.com (the “Site”) and the text-to-speech voice generation AI model accessible via the Site (the “Atlas Model”), offered by Run Atlas LLC (“Atlas”). To make these Terms easier to read, the Site, the Atlas Model, and our other services are collectively called the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ATLAS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 20 (DISPUTE RESOLUTION FOR INDIVIDUALS) AND SECTION 21 (DISPUTE RESOLUTION FOR ENTITIES) BELOW FOR DETAILS REGARDING ARBITRATION.
1.Description of Services.
The Services provide access to the Atlas Model, which converts text and other inputs into synthesized speech output, including through named preset voices and through the creation of custom or cloned voices from reference audio submitted to the Atlas Model. The Atlas Model is made available on a self-serve basis via the Site, and Atlas may also make available documentation, dashboards and support resources in connection with the Atlas Model (collectively, the “Documentation”).
2.Agreement to Terms.
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. IF YOU ARE ACCESSING AND USING THE SERVICES ON BEHALF OF A COMPANY (SUCH AS YOUR EMPLOYER) OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IN THAT CASE, “YOU” AND “YOUR” WILL REFER TO THAT ENTITY.
3.Relationship to Other Agreements.
If you and Atlas have entered into a separate written agreement governing your access to or use of the Atlas Model (a “Separate Agreement”), that Separate Agreement will govern and these Terms will not apply to your use of the Atlas Model unless these Terms are expressly incorporated into the Separate Agreement. In the event of any conflict between these Terms and a Separate Agreement, the Separate Agreement will control.
4.Privacy.
Please review our Privacy Notice, available at https://runatlas.com/privacy-policy, which also governs your use of the Services, for information on how we collect, use and share your information.
5.Changes to these Terms or the Services.
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
6.Who May Use the Services?
You may use the Services only if you are 18 years or older and capable of forming a binding contract with Atlas, and not otherwise barred from using the Services under applicable law.
7.Accounts.
(a)Account Registration. You may need an account to access most features of the Services. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep your account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account.
(b)Usage Limits. Atlas may establish and enforce rate limits, concurrency limits, quotas, and other technical or volumetric limits on your use of the Services, and may modify them at any time. Atlas may throttle, suspend, or limit your access to the Services if you exceed such limits, if your use adversely affects the Services or other users, or as otherwise reasonably necessary to protect the security, integrity, or availability of the Services.
8.Feedback.
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
9.Free and Paid Tier Subscriptions.
Certain limited features or functionality of the Services may be used at no cost (including any free trial, free tier or evaluation Atlas elects to make available), and certain features or functionality of the Services may require payment of a fee for use thereof, in each case corresponding to the “tier” or “subscription” which you elect to receive as presented to you on the Site or via the Services (each, a “Tier”). Fees for a Tier may be charged on a subscription basis, a usage basis, or a combination of both, as you elect via the Services. If you elect for a Tier which requires payment of fees, you agree to pay such fees, whereby you will have the option of purchasing a subscription (“Subscription”) for such Tier and/or paying fees based on your usage of the Services.
(a)General. By purchasing a Subscription or by incurring fees for usage of the Services (each, a “Transaction”), you expressly authorize us (or our third-party payment processor (e.g., Stripe, Inc.)) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties (such as our third-party payment processor) so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
(b)Subscriptions. Subscriptions are offered on monthly, and may also be offered on annual, bases. If you purchase a monthly Subscription, you will be charged the monthly Subscription fee, and if you purchase an annual Subscription, you will be charged the annual Subscription fee, in each case plus any applicable taxes and other charges (“Subscription Fee”), at the beginning of your Subscription and each month or year thereafter, as applicable, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE ATLAS TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month or year, as applicable, beginning on the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. Subject to applicable law, (i) if you purchase a monthly Subscription, we will send you a reminder notice prior to each renewal, and (ii) if you purchase an annual Subscription, we will send you a reminder notice no less than thirty (30) and no more than forty (40) days before the end of your then-current Subscription period, in each case setting forth the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Atlas. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms. We reserve the right to change or impose new fees for Subscriptions at any time with or without notice (as presented to you on the Site or via the Services), effective upon the end of your then-current Subscription.
(c)Usage-Based Fees and Prepaid Credits. Where fees for a Tier are charged on a usage basis, you authorize us (or our third-party payment processor) to charge you for all usage incurred through your account, in arrears or by drawdown against prepaid credits, as presented to you via the Services. Usage will be measured by Atlas’ systems and records, which will be the authoritative record of your usage absent manifest error. Prepaid credits are non-refundable and non-transferable, have no cash value, may not be exchanged for cash, and will expire as set forth on the Site or via the Services at the time of purchase. If your usage exceeds the volume included in your Tier, we may charge you overage fees at the then-current rates presented via the Services, suspend or throttle your access, or both.
(d)Cancelling Subscriptions. You may cancel a Transaction for a full refund within ten (10) calendar days of your initial purchase. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE OR USAGE-BASED FEES AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You may cancel your Subscription at any time via your account within the Services. You will be responsible for all Subscription Fees and usage-based fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.
10.Your Inputs; Output.
(a)Inputs. The Services allow you to upload or transmit content, including text, prompts, voice samples, reference audio, files, and other content that you make available to the Services. Anything (other than Feedback) that you submit or otherwise make available (or which is submitted or made available on your behalf) through the Services is referred to as “Inputs”. Atlas does not claim any ownership rights in any Inputs and nothing in these Terms will be deemed to restrict any rights that you may have in your Inputs.
(b)Permissions to Your Inputs. By making any Inputs available through the Services you hereby grant to Atlas a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your Inputs in connection with (i) operating, providing, maintaining, supporting and improving the Services and Atlas’ other products, services and technologies, including without limitation to train and fine-tune machine learning models and artificial intelligence technologies; (ii) generating Services Information; and (iii) disclosing your Inputs to Atlas’ third-party service providers in connection with the purposes described in the foregoing subsections (i) and (ii).
(c)Your Responsibility for Inputs. You are solely responsible for all of your Inputs. You represent and warrant that you have obtained (and will have) all rights, permissions, consents, and authority that are necessary to submit your Inputs to the Services and to grant us the license rights in your Inputs under these Terms. You represent and warrant that neither your Inputs, nor your use and provision of your Inputs to be made available through the Services, nor any use of your Inputs by Atlas on or through the Services will infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d)Custom and Cloned Voices; Consent. If you use the Services to create or use a custom or cloned voice, you represent and warrant that either (i) the voice is your own voice, or (ii) you have obtained the express, documented consent of each individual whose voice is contained in the applicable reference audio, in a form sufficient to permit the creation, use, reproduction, distribution and public performance of the resulting custom or cloned voice and the resulting Output, and Atlas’ processing of such audio as contemplated by these Terms. You will retain records evidencing each such consent for so long as you use the applicable custom or cloned voice, and will provide such records to Atlas promptly upon request. You will not use the Services to create or use any voice that imitates or is substantially similar to the voice of any individual (including any public figure, artist, performer or deceased individual) unless you have obtained all rights, consents, licenses and clearances required under applicable law, including under rights of publicity, digital replica and similar laws.
(e)Removal of Inputs. You can remove your Inputs by specifically deleting them. You should know that in certain instances, some of your Inputs may not be completely removed and copies of your Inputs may continue to exist on the Services or in Atlas’ backups, logs or trained models. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Inputs.
(f)Ownership of Output; License to Output. As between Atlas and you, you own the Output. You hereby grant to Atlas a worldwide, perpetual, irrevocable, sublicensable (through multiple tiers), royalty-free, fully paid-up license to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform any Output for any business purposes, including without limitation to provide, maintain, operate, and improve the Services and Atlas’ other technologies, and to train and fine-tune machine learning models and artificial intelligence technologies.
(g)Atlas’ Intellectual Property. We may make available through the Services content that is subject to intellectual property rights, including the Atlas Model, the Documentation and any named preset voices. We retain all rights to that content, including all improvements, modifications and derivative works thereof and all Feedback.
11.License to Access the Atlas Model.
Subject to your compliance with these Terms and payment of all applicable fees, Atlas grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, during the term of these Terms, to (i) access and use the Atlas Model via the Site in accordance with the Documentation, and (ii) use, reproduce, distribute, publicly perform and publicly display the Output, in each case solely for your own internal business or personal purposes and in accordance with these Terms.
12.Acceptable Use Policy.
You agree to comply with Atlas’ Acceptable Use Policy, located at https://runatlas.com/legal/tts-acceptable-use (“AUP”), which is incorporated into these Terms.
Atlas is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including any Input, Output or custom or cloned voice, and to suspend or terminate your access to the Services, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
13.Third-Party Services; Links to Third Party Websites or Resources.
The Services may allow you to access, or be used in connection with, third-party websites, software development kits, applications or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. Your use of any third-party website, software or resource is governed by the applicable third party’s terms, and you are responsible for complying with them. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
14.Termination.
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time via your account settings within the Services or by sending us an email at hello@runatlas.com. Upon any termination, discontinuation or cancellation of the Services or your account, the rights and licenses granted to you under these Terms will automatically terminate and you will immediately cease all use of the Atlas Model, and the following Sections will survive: Sections 8, 9, 10(b), 10(c), 10(d), 10(f), 10(g), 12, 14, 15, 16, 17, 18, 19, 20, 21, and 22.
15.Warranty Disclaimers.
(a)General. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis, and we make no warranty regarding any latency, throughput, availability, or other performance level except as expressly set forth in a Separate Agreement. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
(b)AI/ML. DUE TO THE NATURE OF MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE, ANY OUTPUT MAY NOT BE UNIQUE AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR YOU OR A THIRD PARTY, INCLUDING OUTPUT IN A VOICE THAT RESEMBLES THE VOICE OF ANOTHER PERSON. GIVEN THE PROBABILISTIC AND STATISTICAL NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, MISPRONOUNCED, OFFENSIVE, CONTAINS UNINTENDED ARTIFACTS, OR OTHERWISE FAILS TO ACCURATELY OR FAITHFULLY REPRODUCE THE INPUTS OR IS OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUTS SUBMITTED TO THE SERVICES AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, ATLAS WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR OR IN CONNECTION WITH ANY INPUTS OR OUTPUT, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUTS, OUTPUT, OR THEIR USE. YOU SHALL EVALUATE THE CONTENT, NATURE, TONE, AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT PRIOR TO ITS DISTRIBUTION OR PUBLICATION. FOR PURPOSES OF THESE TERMS, “OUTPUT” MEANS ANY SYNTHESIZED SPEECH, AUDIO FILE, DATA, CONTENT, OR OTHER OUTPUT GENERATED BY THE SERVICES AS A RESULT OF THE INPUTS SUBMITTED BY YOU (OR ON YOUR BEHALF).
(c)No Reliance; High-Risk Uses. YOU ACKNOWLEDGE AND AGREE THAT (I) YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING THE CONTENT, NATURE, TONE AND ACCURACY OF ANY OUTPUT, INCLUDING THROUGH MEANINGFUL HUMAN REVIEW, AND FOR ANY DECISIONS OR ACTIONS TAKEN IN CONNECTION WITH THE SERVICES OR OUTPUT; (II) WITHOUT LIMITING THE PROHIBITIONS SET FORTH IN THE AUP, THE SERVICES AND OUTPUT ARE NOT DESIGNED, INTENDED OR AUTHORIZED FOR USE IN ANY APPLICATION THE PRIMARY PURPOSE OF WHICH IS TO RENDER, COMMUNICATE OR DELIVER A MEDICAL DIAGNOSIS, CLINICAL DETERMINATION, LEGAL JUDGMENT, FINANCIAL ADVISORY RECOMMENDATION, CREDIT DECISION, PUBLIC SAFETY DIRECTIVE, OR AVIATION OR NUCLEAR INSTRUCTION, OR IN ANY EMERGENCY NOTIFICATION, LIFE-SAFETY ALERT, OR OTHER HIGH-RISK APPLICATION IN WHICH THE FAILURE, DELAY, INACCURACY OR MISUSE OF THE SERVICES OR OUTPUT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, ENVIRONMENTAL, FINANCIAL OR REPUTATIONAL HARM (FOR CLARITY, ROUTINE ADMINISTRATIVE OR INFORMATIONAL COMMUNICATIONS, SUCH AS APPOINTMENT OR PAYMENT REMINDERS, THAT DO NOT THEMSELVES CONSTITUTE OR COMMUNICATE ANY SUCH DECISION, DETERMINATION, JUDGMENT, RECOMMENDATION OR DIRECTIVE ARE NOT HIGH-RISK USES UNDER THIS SECTION 15(c)), AND YOU ASSUME ALL RISK OF ANY SUCH USE; AND (III) ATLAS MAKES NO WARRANTIES OR GUARANTEES REGARDING THE RESULTS OR OUTCOMES OF ANY OUTPUT, OR THAT ANY OUTPUT WILL ACHIEVE ANY INTENDED RESULTS, AND DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH ANY OUTPUT OR YOUR RELIANCE THEREON.
(d)Synthetic Audio; Compliance. YOU ACKNOWLEDGE AND AGREE THAT OUTPUT IS MACHINE-GENERATED AND DOES NOT CONSTITUTE A RECORDING OF THE ACTUAL SPEECH OF ANY HUMAN SPEAKER. YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS AND THIRD-PARTY REQUIREMENTS APPLICABLE TO YOUR USE, DISTRIBUTION, PUBLICATION AND OTHER EXPLOITATION OF OUTPUT, INCLUDING WITHOUT LIMITATION ANY LAWS REQUIRING THE DISCLOSURE, LABELING, WATERMARKING OR OTHER IDENTIFICATION OF ARTIFICIAL OR SYNTHETICALLY GENERATED CONTENT, LAWS GOVERNING RIGHTS OF PUBLICITY AND DIGITAL REPLICAS, ELECTION AND POLITICAL ADVERTISING LAWS, LAWS GOVERNING CALLS, TEXT MESSAGES AND TELEMARKETING, AND THE TERMS OF ANY PLATFORM ON WHICH YOU DISTRIBUTE OUTPUT. ATLAS MAY EMBED WATERMARKS, METADATA OR OTHER PROVENANCE SIGNALS IN OUTPUT, AND YOU WILL NOT REMOVE, ALTER, OBSCURE, DEGRADE OR OTHERWISE CIRCUMVENT THEM.
16.Indemnity.
You will indemnify and hold Atlas and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) Inputs, including any claim that Inputs infringe any third party’s intellectual property, publicity, or privacy rights or violates law, (c) your use, distribution, or publication of any Output, or (d) your violation of these Terms.
17.Limitation of Liability.
(a)TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ATLAS NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ATLAS OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b)TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ATLAS’ TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED (I) THE AMOUNTS ACTUALLY PAID BY YOU OR PAYABLE BY YOU TO ATLAS FOR USE OF THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM, IF FEES ARE PAID OR PAYABLE; OR (II) IF NO FEES ARE PAID OR PAYABLE, THEN ONE HUNDRED DOLLARS ($100).
(c)THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ATLAS AND YOU.
18.Export Controls; Sanctions; U.S. Government End Users.
(a)Export Controls and Sanctions. You affirm that you are not named on, owned by, or acting on behalf of any U.S. government denied-party list, and that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions. You agree to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Atlas Model, any Output nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications.
(b)U.S. Government End Users. The Atlas Model and the Documentation were developed solely at private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication or disclosure of the Atlas Model or the Documentation by or on behalf of the U.S. government is subject to restrictions as set forth in these Terms as consistent with federal law and regulations. If these Terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Atlas Model and the Documentation.
19.Governing Law and Forum Choice.
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 20 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Atlas are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Atlas each waive any objection to jurisdiction and venue in such courts.
20.Dispute Resolution For Individuals.
(a)Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Atlas agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Atlas are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b)Exceptions. As limited exceptions to Section 20(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c)Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d)Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e)Injunctive and Declaratory Relief. Except as provided in Section 20(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f)Class Action Waiver. YOU AND ATLAS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g)Severability. With the exception of any of the provisions in Section 20(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
21.Dispute Resolution for Entities.
If you are accessing and using the Services on behalf of a company or other legal entity, any Dispute will be resolved exclusively according to the process set forth in Section 20 (Dispute Resolution for Individuals), expressly including the class action waiver, except that, to the extent legally permitted, (a) each party will be responsible for their own filing, administrative, arbitration and similar fees, (b) the losing party will pay the prevailing party for all costs and attorneys’ fees, and (c) the AAA Commercial Arbitration Rules will apply to any arbitration between us.
22.General Terms.
(a)Reservation of Rights. Atlas and its licensors exclusively own all right, title and interest in and to the Services and the Services Information, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. For purposes of these Terms, “Services Information” means any data that is derived or aggregated in deidentified form from Inputs, Output or your use of the Services, including without limitation any usage data or trends with respect to the Services.
(b)Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Atlas and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Atlas and you regarding the Services, other than any Separate Agreement. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Atlas’ prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Atlas may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c)Notices. Any notices or other communications provided by Atlas under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d)Force Majeure. Atlas will not be responsible for any failure or delay in its performance under these Terms to the extent the failure or delay is due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, shortages of or inability to obtain labor, energy, computing capacity or supplies, failures of third-party infrastructure or service providers, war, terrorism, riot, acts of God or governmental action.
(e)Waiver of Rights. Atlas’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Atlas. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
23.Contact Information.
If you have any questions about these Terms or the Services, please contact Atlas at info@runatlas.com or (650) 444-7978.