Terms of Service
Updated: September 23, 2018
Welcome to TomBot, operated by Sage AI ("TomBot," "we," or "our"). By using the website located at tombot.ai, the related mobile website, and/or the software-as-a-service called TomBot (collectively, the "Software"), you agree to be bound by these Terms of Service (this "Agreement"), whether or not you register as a member of TomBot ("Member"). If you wish to become a Member and/or make use of the TomBot service (the "Service"), please read this Agreement. This Agreement is subject to change by TomBot at any time, effective upon posting on the TomBot website. Your continued use of the Software and the Service following TomBot’s posting of revised terms of any section of the Agreement will constitute your express and binding acceptance of and consent to the revised Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
1. Electronic Agreement
This Agreement is an electronic contract that sets out the legally binding terms of your use of the Software and the Service. This Agreement may be modified by TomBot from time to time, such modifications to be effective upon posting by TomBot on the Software. By accessing and/or using the Software or becoming a Member, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
2. Access and Retention
In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
You must be at least eighteen (18) years of age. By using the Software, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
4. Commercial Use of Service
If you are using and/or accessing the Service on behalf of a company, entity, or organization (collectively, a "Subscribing Entity"), you represent and warrant that:
- You are an authorized representative of the Subscribing Entity, and that you have the authority to bind the Subscribing Entity to this Terms of Service;
- You have read and understand this Terms of Service; and
- You agree to this Terms of Service on behalf of the Subscribing Entity.
Illegal and/or unauthorized uses of the Service include, but are not limited to, collecting email addresses of users by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Software attempting to impersonate another user or person, use of the Service in any fraudulent or misleading manner, any automated use of the system, such as scraping the Software, automated scripts, spiders, robots, crawlers, harvesting or data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Service or the networks or services connected to the Service, and using the Service in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Service may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Service is with the permission of TomBot, which may be revoked at any time, for any reason, in TomBot’s sole discretion.
5. License for Software
TomBot grants you, subject to your compliance with these Terms of Service, a limited, non-exclusive, non-transferable license to download and install a copy of the Software. You may download the Software on a single device to which you have exclusive control. We reserve all rights in and to the Software which are not expressly granted to you under these Terms of Service.
You acknowledge and agree that new or updated versions of the Software may include new or updated Terms of Service. Because new or updated versions of the Software may include enhanced security or fixes to previous security-related problems, the failure to install the new version of the Software may expose you to security risks, including without limitation a breach of your personal information.
6. Account Security
You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify TomBot of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. TomBot will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have it linked to your TomBot account.
7. Your Use of the Software
- You must not copy or capture, or attempt to copy or capture, any content from the Software or any part of the Software (the “Content”), unless given express permission by TomBot.
- You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Service, except (i) where such Content is created and uploaded by you (“Your Content”), or (ii) as permitted under these Terms of Service.
- You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Software’s offering.
- You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.
- You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent your activity on the Software, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add followers to your account, play Content, follow or unfollow other users, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Software.
- You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Software or any Content appearing on the Software (other than Your Content).
- You must not, and must not permit any third party to, copy or adapt the object code of the Software, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Software, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Content.
You must not use the Software to upload, post, store, transmit, display,
copy, distribute, promote, make available or otherwise communicate to the
- any Content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in TomBot’s sole and reasonable discretion;
- any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
- any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in TomBot’s sole and reasonable opinion;
- any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the Software or servers or networks forming part of, or connected to, the Software, or which does or might restrict or inhibit any other user's use and enjoyment of the Software; or
- any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.
- You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
- You must not rent, sell or lease access to the Software, or any Content on the Software.
- You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
- You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any TomBot employee. If we feel that your behavior towards any of our employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership and you will not be entitled to any refund of any fees paid on the Software.
- You must not sell or transfer, or offer to sell or transfer, any TomBot account to any third party without the prior written approval of TomBot.
- You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
- You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by TomBot; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of TomBot’s servers, system or network or attempt to breach TomBot’s data security or authentication procedures; attempt to interfere with the Software or the Services by any means including, without limitation, hacking TomBot’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of TomBot under these Terms of Service, TomBot reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations. You agree to comply with the above conditions, and acknowledge and agree that TomBot has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Service. This may include taking court action and/or reporting offending users to the relevant authorities.
This Agreement will remain in full force and effect while you use the Software and/or Service. If you resign or cancel your membership to TomBot, to help TomBot analyze and improve the Service, you may be asked to provide a reason for your resignation/cancellation. TomBot may terminate your membership for any reason by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to TomBot. If TomBot terminates your membership in the Service because you have breached this Agreement, you will not be entitled to any refund of any fees paid by you. All decisions regarding the termination of accounts shall be made in the sole discretion of TomBot. TomBot is not required to provide you notice prior to terminating your membership. TomBot is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
9. Charges on Your Billing Account
- General. TomBot bills you through an online account (your "Billing Account") for such charges. You agree to pay all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize TomBot to charge your chosen payment provider (your "Payment Method") for the Service. You agree to make payment using that selected Payment Method. TomBot reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
- Recurring Billing. Our subscription plans to the Service consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By entering into this Agreement, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. TomBot may submit periodic charges (e.g. monthly) without further authorization from you, until you provide prior notice (confirmed in writing by TomBot) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before TomBot could reasonably act. You may cancel your paid membership or change your payment information in your account settings. For your convenience, we take your payment information so that your TomBot membership will not be interrupted. We auto-renew your membership at the level you selected. Your TomBot subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate (if applicable). To cancel, simply log into your account and follow the instructions for cancellation; alternatively, you may send us an email at email@example.com. Please note that you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
- Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY TOMBOT IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE TOMBOT ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT TOMBOT MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY TOMBOT).
- Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.
- Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that TomBot is authorized to charge your Payment Method. TomBot may submit those charges for payment and you will be responsible for such charges. This does not waive TomBot’s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.
- Free Trial; Promotion. We may provide a free trial or other promotion (the "Promotion"), which Promotion may provide you access to some or all features afforded to paying members of the Service. In order to avoid being charged a subscription fee for the Service, you must cancel your subscription prior to the termination of the trial period. If you cancel prior to the termination of the trial period yet you are still charged for access to the Service, please contact us at firstname.lastname@example.org.
10. Modifications to Service
TomBot reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that TomBot shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
11. Blocking of IP Addresses
In order to protect the integrity of the Services, TomBot reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Software.
12. Content on TomBot
TomBot retains all proprietary rights in the Software and the Service. The Software contains the copyrighted material, trademarks, and other proprietary information of TomBot, and its licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All Content on TomBot is proprietary. Except where otherwise specified in this Agreement, all Content is copyrighted material of TomBot and for TomBot Members' use only. Distribution of Content to others is strictly prohibited. You agree that TomBot would be irreparably harmed by any violation or threatened violation of this section and that, therefore, TomBot shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.
We may provide links to third party websites, and some of the Content appearing on TomBot may be supplied by third parties. TomBot has no responsibility for these third party websites nor for their content, which is subject to and governed by the Terms of Service and/or privacy policies, if any, of the applicable third party content providers. TomBot cannot guarantee that any third party content will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer or device, or any files therein. TomBot disclaims any responsibility or liability related to your access or use of such third party content.
TomBot does not claim ownership of any of Your Content. However, with respect to Your Content, you grant TomBot a worldwide, royalty-free, irrevocable, and non-exclusive license(s) to use, publish, distribute, modify, reproduce, sell, and publicly display such content on the Service or elsewhere, for any purpose whatsoever including without limitation monetary gain.
In the event that you send any unsolicited ideas, suggestions, or feedback to TomBot (collectively, the “Feedback”), you acknowledge and agree that such Feedback is non-confidential and non-proprietary to you, and you grant to TomBot a worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, and publicly display such Feedback for any reason or purpose, without attribution or compensation to you.
13. Restrictions on Use of Materials
You acknowledge that TomBot contains Content (including, without limitation, audio, video, images and text) that is protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed.
All Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and TomBot owns a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on the Software are trademarks of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.
14. Repeat Infringers
TomBot will suspend or terminate your access to the Software if TomBot determines, in its sole and reasonable discretion, that you have repeatedly breached these Terms of Service. We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by TomBot at its sole discretion. Please note that we do not offer refunds to Members or Users whose accounts are terminated as a result of repeated infringement of these Terms of Service.
15. Limitation of Liability
In no event shall TomBot be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Software or Service, or use thereof. Nothing contained in this Software or in any written or oral communications from TomBot or its employees or agents shall be construed to make any promise, covenant, warranty, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.
The content and functionality on the Software and the services provided by employees of the Software are offered "as is" without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. TomBot makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Software’s content or that the functionality of the Software will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of this Software and the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL TOMBOT, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE SOFTWARE OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SOFTWARE, EVEN IF TOMBOT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL TOMBOT HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, SOFTWARE OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA (INCLUDING WITHOUT LIMITATION DUE TO A SECURITY BREACH OR FAILURE), LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF TOMBOT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.
In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of TomBot and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Software or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to TomBot during the six months prior to notice to TomBot of the dispute for which the remedy is sought.
16. Indemnity by You
You agree to indemnify and hold TomBot, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:
- your use of the Service and/or Software in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above;
- any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Software, and/or your making available thereof to other users of the Software, and/or the actual use of Your Content by other users of the Software or related services in accordance with these Terms of Service and the parameters set by you with respect to the distribution and sharing of Your Content;
- any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of TomBot.
17. Attorney Fees
In the event that TomBot is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for TomBot’s attorneys' fees and costs.
18. Parental or Guardian Permission
Some of the Content on the Software may not be appropriate for children. CHILDREN UNDER THE AGE OF 18 ARE NOT PERMITTED TO USE THE SOFTWARE UNLESS A SUPERVISING PARENT OR GUARDIAN IS PRESENT. INDIVIDUALS UNDER THE AGE OF 18 ARE NOT PERMITTED TO SUBSCRIBE TO OUR FEE-BASED SERVICES OR GIVE TOMBOT THEIR EMAIL ADDRESS OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION.
20. Jurisdiction and Choice of Law; Dispute Resolution
If there is any dispute arising out of the Software and/or the Service, by using the Software and/or Service, you expressly agree that any such dispute shall be governed by the laws of the State of California, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of California, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of California with the same force and effect as if such service had been made within the State of California. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
21. No Class Action
Except where prohibited by law, as a condition of using the Software and/or Service, you agree that any and all disputes, claims and causes of action arising out of or connected with the Software and/or Service, shall be resolved individually, without resort to any form of class action, in the courts of the State of California, County of _____________, or in the U.S. District Court for the _____________District of California.
22. No Third Party Beneficiaries
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
23. Availability Outside the U.S.
24. Entire Agreement
This Agreement contains the entire agreement between you and TomBot regarding the use of the Software and/or the Service.
25. Severability; Waiver
If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, TomBot’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect TomBot’s ability to enforce such term at any point in the future.
The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
Please contact us with any questions regarding this agreement. TomBot is a trademark of Sage AI.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.