Effective Date: January 6th, 2025
Last Modified: January 6th, 2025
These StoryBrand AI Terms of Use (this “Agreement”) are a binding contract between you or the entity you represent (“Customer,” “you,” or “your”) and StoryBrand AI, LLC (“Provider,” “StoryBrand,” “we,” or “us”). This Agreement governs your access to and use of the StoryBrand.ai website (the “Site”) and AI Services, as defined herein.
This Agreement takes effect when you click the “I Accept” button below, execute an Order that incorporates this Agreement by reference, or access or use the AI Services (the “Effective Date”). By clicking on the “I Accept” button below, executing an Order that incorporates this Agreement by reference, accessing, browsing, submitting information to, or otherwise using this Site or the AI Services and content available therein, you: (a) acknowledge that you have read and understand this Agreement and agree to be bound by its terms; and (b) represent and warrant that you are at least eighteen (18) years old or older and that you have the right, power, and authority to enter into this Agreement. If you do not agree to the terms of this Agreement and our Privacy Policy or you are younger than eighteen (18) years old, you may not access or use the Site or any AI Services offered through the Site.
1. Definitions.
“AI Customer Data” means information, data, and other content, in any form or medium, that is submitted, entered, posted, or otherwise transmitted by or on behalf of Customer through the AI Services, and any outputs based thereon or derived therefrom, including AI Customer Input and AI Customer Output. AI Customer Data does not include Aggregated Statistics.
“AI Customer Input” means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer through an AI Feature.
“AI Customer Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from an AI Feature in response to an AI Customer Input.
“AI Feature” means any feature, functionality, or component of the AI Services that incorporates, uses, depends on, or employs any AI Technology.
“AI Services” means the StoryBrand AI tool and all related services provided by Provider under this Agreement that are detailed on Provider’s website available at StoryBrand.ai or reflected in the Order, including, without limitation, the AI Features.
“AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.
“Order” means an online order entered into between you and us that references this Agreement and describes the AI Services you are subscribing to in a Subscription or Free Plan hereunder.
“Personal Information” means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual’s internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual’s commercial, employment, or education history, and other personal characteristics and identifiers. Customer’s business contact information is not by itself deemed to be Personal Information.
“Process” means to take any action or perform any operation or set of operations that the AI Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
“Provider IP” means the AI Services and all intellectual property provided to Customer in connection with the foregoing. For the avoidance of doubt, Provider IP does not include AI Customer Data. Provider IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the AI Services.
“Third-Party Products” means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the AI Services, including any third-party AI Technology.
“Training Data” means any and all information, data, materials, text, prompts, images, code, and other content that is used by or on behalf of Provider to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the AI Services.
2. Access and Use.
(a) Provision of Access. Subject to and conditioned on your payment of applicable Subscription Fees and compliance with all the terms and conditions of this Agreement, Provider hereby grants you a non-exclusive, non-transferable, limited, and revocable right to access and use the AI Services during the Term under these terms and conditions. Access to certain portions of the Site and AI Services is restricted to registered users. As part of the process of registering an account, you must provide us with certain information. We need this information so that we can verify your identify and make full use of the AI Services we provide through the Site. Additionally, you may be required to provide a credit, debit, or charge card number, or other payment information, as well as your name, telephone number(s), email, and/or street address, and other Personal Information, which will be maintained and used by us as permitted by this Agreement and our Privacy Policy.
(b) Registration. You agree, represent, and warrant that all Personal Information provided by you is true, accurate, complete, up-to-date, and solely yours. You may not impersonate, imitate, or pretend to be somebody else when registering an account. When you log in, you will be asked to choose a password. You are responsible for safeguarding and maintaining the confidentiality of your password, and you agree not to disclose your password to any third party. You will be solely responsible for any activities or actions taken under your account whether or not you have authorized such activities or actions. You must notify us immediately if you know or suspect that any unauthorized person is using your password or your account (for example, your password has been lost or stolen, someone has attempted to use the AI Services through your account without your consent or your account has been accessed without your permission). We strongly recommend that you do not use the AI Services or access the Site or any content provided therein on public computers. We also recommend that you do not store your password through your web browser or other software.
(c) Use Restrictions. You shall not use the AI Services for any purposes beyond the scope of the access granted in this Agreement. The AI Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the AI Services. In addition, and without limitation, you shall not at any time, directly or indirectly:
(i) copy, modify, or create derivative works of the AI Services, in whole or in part;
(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the AI Services;
(iii) reverse engineer, disassemble, decompile, decode, or duplicate the AI Services, reproduce Training Data, other than AI Customer Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the AI Services, in whole or in part;
(iv) access or use the AI Services or any AI Customer Output to develop, train, or improve any other AI Technology or a competing or similar product or service;
(v) use web scraping, web harvesting, web data extraction or any other method to extract data from the AI Services or any AI Customer Output;
(vi) remove any proprietary notices from the AI Services;
(vii) use the AI Services to create or generate AI Customer Output, or use AI Customer Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule;
(viii) submit, enter, post, or otherwise transmit or Process any Personal Information through the AI Services;
(ix) use the AI Services or Site to collect or store Personal Information without obtaining express permission;
(x) knowingly include or use any false or inaccurate information in any account or in the AI Input;
(xi) upload, post, email, or otherwise submit or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes,” or any other form of solicitation, as well as viruses or other computer code that may interrupt, destroy, limit the functionality of the Site or AI Services, or interfere with the access of any other user;
(xii) circumvent, disable, or otherwise interfere with security-related features on the Site;
(xiii) attempt to probe, scan, or test the vulnerability of any StoryBrand system or network or breach or impair or circumvent any security or authentication measures protecting the AI Services and Site;
(xiv) use the AI Services or Site in any way that competes with us; or
(xv) encourage or instruct any other person or entity to do any of the foregoing.
CAUTION: ANY ATTEMPT TO DO ANY OF THE FOREGOING PROHIBITED ACTS, OR TO OTHERWISE UNDERMINE THE OPERATION OF THE AI SERVICES OR SITE, MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAW. SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT, IN ADDITION TO OUR OTHER REMEDIES, TO SEEK DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) FROM ANY SUCH INDIVIDUAL OR ENTITY TO THE FULLEST EXTENT PERMITTED BY LAW.
(d) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the AI Services and collect and compile data and information related to Customer’s use of the AI Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the AI Services (“Aggregated Statistics”). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You agree that Provider may use and make publicly available Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer.
(e) Updates and Outages. It may be necessary for Provider to perform scheduled or unscheduled repairs, maintenance, or upgrades, and such activities may temporarily degrade the quality of the Site or AI Services or result in a partial or complete outage of the Site or AI Services. StoryBrand provides no assurance that you will receive advance notification of such activities or that the Site or AI Services will be uninterrupted or error-free. Any degradation or interruption of the Site or AI Services will not give rise to a refund or credit of any fees paid by you, including, without limitation, any Subscription Fees.
(f) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP or Third-Party Products.
(g) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s access to any portion or all of the AI Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s use of the Provider IP disrupts or poses a security risk to the Provider IP, to Provider, or to any other customer or vendor of Provider; (C) Customer is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Provider’s provision of the AI Services to Customer is prohibited by applicable law; or (F) Customer is using the AI Services in violation of Section 2(c); (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access and use the AI Services; or (iii) in accordance with Section 4 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension.
3. Customer Responsibilities.
(a) Acceptable Use. The AI Services may not be used for unlawful, fraudulent, offensive, or obscene activity. You shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations.
(b) Account Use. You are responsible and liable for all access or visitation to or usage of the AI Services resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement.
(c) Use of AI Customer Output. You are solely responsible for (i) evaluating (including by human review) AI Customer Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the AI Customer Output and (ii) your decisions, actions, and omissions in reliance or based on the AI Customer Output.
(d) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the AI Services confidential. You shall not sell or transfer them to any other person or entity. You shall immediately notify us about any unauthorized access to your passwords or access credentials, as soon as you become aware of such unauthorized access.
(e) Third-Party Products; Third-Party Links and Resources. The AI Services may incorporate or permit access to Third-Party Products. For purposes of this Agreement, these Third-Party Products are subject to their own terms and conditions. We may add or remove Third-Party Products from time to time. If you do not agree to abide by the applicable terms for any Third-Party Products, then you should not install, access, or use these Third-Party Products or any AI Services that include or incorporate these Third-Party Products. We may make available, on the Site and as a part of the AI Services, links to third-party websites or resources from third parties. We are not responsible or liable for the availability or accuracy of Third-Party Products or any such websites or resources, or the content, products, or services on or available from such websites or resources. When we make available such third-party links or resources on the site or through the AI Services, you must look solely to the third party with respect to the content, products, or services they provide. Unless otherwise stated, we do not endorse and are not responsible for any of the content, products, or services provided by others. YOUR USE OF THE WEBSITES OR RESOURCES OF THIRD PARTIES IS AT YOUR OWN RISK. WE ARE NOT LIABLE FOR ANY OF YOUR LOSSES ARISING OUT OF OR RELATING TO THE WEBSITES OR RESOURCES OF THIRD PARTIES.
(f) Your Security. You are responsible for implementing sufficient procedures and security mechanisms to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to and separate from this Site to reconstruct any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Site or to your downloading of any material posted on it, or any third-party website linked to it. Some jurisdictions do not allow us to exclude warranties in these ways, so it is possible that these exclusions will not apply to our agreement with you. In such event, the exclusions shall apply to the fullest extent permitted under applicable law.
4. Subscription, Fees, and Payment; Cancellation; Term and Termination.
(a) Free and Subscription Plans. You may choose to access the AI Services through a free plan with limited features and functionality (“Free Plan”) or through a paid subscription plan. When you purchase a subscription to the AI Services (“Subscription”), you will have the ability to view content within the Site and use all features contained therein, including the AI Features. Your enrollment in a Free Plan or Subscription provides access to one user only.
(b) Subscription Fees. When you purchase a Subscription, you may select either a monthly or yearly billing cycle. You shall pay the applicable monthly or yearly subscription fees as described at StoryBrand.ai or on the Order (“Subscription Fees”), without offset or deduction. Unless otherwise specified, all Subscription Fees will be charged in U.S. dollars. We may change the Subscription Fees at any time by providing you with notice of such change prior to your next applicable billing cycle. Your Subscription commences on the date you are first charged and will automatically renew each month or year, as applicable, unless you cancel it at least twenty-four (24) hours ahead of the commencement of your next billing cycle. If you fail to make any payment of the applicable Subscription Fees when due, without limiting our other rights and remedies, we may suspend your access to your account or any portion of the AI Services until such amounts are paid in full. All Subscription Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
(c) Cancellation. You may cancel your Subscription or Free Plan at any time and for any reason within your account settings. If you cancel your Subscription, you will be able to access the Site and all content within your account until the end of your then-current billing cycle. Once your Subscription is canceled, you will lose access to all features of the paid Subscription, and all applicable limits of the Free Plan will apply. Notwithstanding anything herein to the contrary, we reserve the right to suspend or cancel your Free Plan or Subscription at any time and for any reason if, in our sole and absolute discretion, you are using your account or the AI Services in any way contrary to, or inconsistent with, the terms of this Agreement and/or any applicable laws, rules, or regulations. If your Free Plan or Subscription is canceled by us in accordance with the previous sentence, you may no longer be able to access the Site and any content created within your account. If your Subscription is canceled for any reason, you will not be entitled to a refund of any Subscription Fees or other amounts already paid.
(d) Term and Termination. The term of this Agreement commences on the Effective Date and continues until canceled or otherwise terminated in accordance with the terms of this Agreement (the “Term”). In addition to any other express cancellation or termination right set out in this Agreement:
(i) Provider may terminate this Agreement for any reason, effective upon notice to you;
(ii) Provider may terminate this Agreement, effective upon written notice to Customer, if Customer materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the Provider provides Customer with written notice of such breach.
(iii) Provider may terminate this Agreement, effective immediately upon written notice to Customer, if Customer: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(e) Effect of Cancellation or Termination. Upon cancellation of an account or termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and all licenses and other rights granted to you by this Agreement will immediately terminate. No cancellation of a Subscription or termination of this Agreement will affect Customer’s obligation to pay all Subscription Fees that may have become due before such cancellation or termination, or entitle Customer to any refund of Subscription Fees or other amounts already paid to Provider. Within thirty (30) days following cancellation of an account or termination of this Agreement, Provider may permanently delete Customer Data from the AI Services and all systems Provider controls, unless otherwise required by applicable law.
5. Confidential Information. From time to time, Provider may disclose or make available to Customer information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Without limiting the foregoing, Provider IP is Provider’s Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to Customer; (c) rightfully obtained by Customer on a non-confidential basis from a third party; or (d) independently developed by Customer. Customer shall not disclose the Provider’s Confidential Information to any person or entity, except to Customer’s employees, agents, or subcontractors who have a need to know the Confidential Information for Customer to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, Customer may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that Customer shall first have given written notice to Provider and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Customer’s obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to Customer and will continue as long as permitted by applicable law; provided, however, for any Confidential Information that constitutes a trade secret (as determined under applicable law), those obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as the Confidential Information remains subject to trade secret protection under applicable law.
6. Information Provided by You and Privacy. By creating an account, subscribing to, or otherwise using the Site and AI Services, you expressly consent to the use of: (a) electronic means to complete the terms of this Agreement and to provide you with any notices given pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the AI Services. We cannot and will not be liable for any loss or damage arising from your failure to comply with the foregoing requirements. Provider complies with its privacy policy, available here (“Privacy Policy”), in providing the AI Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Site or AI Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
7. Intellectual Property Ownership; Feedback; DMCA.
(a) Intellectual Property. The AI Services, Site, and all information and/or content that you see, hear, or otherwise experience on the Site (collectively, “Content”) are protected by U.S. and international copyright, trademark, and other laws. You will not acquire any intellectual property rights in the AI Services, the Site, or our Content by your use of the AI Services or the Site. For purposes of clarity, Content does not include AI Customer Data. When you use our AI Services or the Site, you may access intellectual property rights that we, our licensors, or third parties own or license. You may not use, copy, adapt, modify, prepare derivate works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the AI Services or Content, except as expressly permitted by this Agreement, without our express prior written consent. No licenses or other rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in this Agreement. You acknowledge and agree that the AI Services and Content are offered by us from the United States of America.
(b) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, for Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. Provider hereby grants you a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Provider IP solely to the extent incorporated into and necessary for you to use and otherwise exploit the AI Customer Output and solely for your business operations in accordance with the terms and conditions herein.
(c) AI Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the AI Customer Data, subject to the license granted herein. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to: (i) reproduce, distribute, and otherwise use and display the AI Customer Data and Process the AI Customer Data as may be necessary for Provider to provide the AI Services to Customer; and/or (ii) use, modify, and adapt the AI Customer Data to train, develop, adapt, modify, enhance, or improve the AI Services for Provider’s own business purposes. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, we may delete AI Customer Data at any time if we determine that AI Customer Data violates the terms of this Agreement or that deletion is necessary to comply with applicable law.
(d) Feedback. If you send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the AI Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are have no obligation to acknowledge receipt of or use any Feedback.
(e) Materials You Post on our Site and our Compliance with the DMCA. You may not violate the intellectual property rights of others, including, without limitation, using the Site or the AI Services to infringe upon the copyright, trademark, trade secret, or patent rights of any other party. If any party alleges intellectual property right infringement against a user of our AI Services, we reserve the right to terminate or suspend any allegedly infringing account, conduct our own investigation, and comply with any applicable copyright, trademark, trade secret, or patent law, such as the Digital Millenium Copyright Act (“DMCA”), the Lanham Act, and other applicable federal or state intellectual property laws.
If you believe that a user of the AI Services is violating your copyright rights, PLEASE CONTACT US, IMMEDIATELY, in accordance with our DMCA Policy, outlined here.
8. Customer Warranty. You represent, warrant, and covenant that: (i) you own or otherwise have and will have all necessary rights, permissions, and consents in and relating to the AI Input so that, as received by Provider and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law; and (ii) no AI Customer Input contains or will contain any Personal Information.
9. Warranty Disclaimer. WE MAKE NO GUARANTEES OF SUCCESS BY USING OUR SITE, AI SERVICES, AND/OR CONTENT. THE SITE, AI SERVICES, AND AI CUSTOMER OUTPUT ARE PROVIDED “AS IS” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, COURSE OF PERFORMANCE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE AI SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY AI OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, RELIABLE, TIMELY, AVAILABLE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
WE MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT GUARANTEE, THE ACCURACY OR AVAILABILITY OF THE AI SERVICES, INCLUDING, BUT NOT LIMITED TO, THE AI OUTPUT AND ANY OTHER INFORMATION PROVIDED THROUGH THE SITE OR AI SERVICES OR THEIR APPLICABILITY TO YOUR INDIVIDUAL CIRCUMSTANCES. OUR AI SERVICES AND CONTENT ARE DEVELOPED FOR USE IN THE UNITED STATES, AND WE AND ARE LICENSORS AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE AI SERVICES OR CONTENT WHEN THEY ARE USED IN ANY OTHER COUNTRY.
YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE AI SERVICES AND AI TECHNOLOGY, AI CUSTOMER OUTPUT (I) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE AI SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES, AND (V) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, PROVIDER’S AND THIRD-PARTY PROVIDERS’ VIEWS.
IT IS YOUR SOLE RESPONSIBILITY TO DOWNLOAD OR OTHERWISE SAVE ANY AI OUTPUT. WE DO NOT WARRANT THAT THE AI OUTPUT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. YOU ACCEPT AND AGREE THAT YOUR USE OF ANY AI OUTPUT IS AT YOUR SOLE RISK, AND YOU WILL NOT RELY ON SUCH AI OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
SOME JURISDICTIONS DO NOT PERMIT US TO EXCLUDE WARRANTIES IN THESE WAYS, SO IT IS POSSIBLE THAT THESE EXCLUSIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT, THE EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
10. Indemnification.
(a) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider, its licensors and affiliates, and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees (“Losses”) arising from or relating to any of the following matters (each, a “Third-Party Claim”): (i) your violation of any third-party right, including, without limitation, any intellectual property right, publiclicity, confidentiality, property or privacy right; (ii) Customer’s negligence or willful misconduct or use of the AI Services in violation of the terms of this Agreement or applicable laws; (iii) Customer’s access to or use of the AI Services; or (iv) any activity related to your account by you or any other person accessing the Site or AI Services through your account, including, without limitation, wrongful or negligent conduct; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to assume the exclusive defense and control of any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice, in which event Customer will cooperate with us in asserting any available defenses. For purposes of clarity, these indemnification obligations apply to your use of the Site, including, without limitation, your use of the Content and AI Services, other than as expressly authorized in this Agreement, and your use of any information obtained from the Site or any information you provide to the Site.
11. Limitations of Liability. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE PROVIDER, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES, FROM ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE SITE AND AI SERVICES. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR ANY ACTIONS YOU TAKE WHILE ON THE SITE. YOU RECOGNIZE THAT YOUR USE OF THE SITE AND ANY SUBSEQUENT ACTIONS ARISING FROM YOUR USE OF THE SITE ARE TAKEN SOLELY AT YOUR OWN RISK.
EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE AI SERVICES, THE SITE, OR THE CONTENT OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION OR BE FOREVER BARRED.
SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN THESE WAYS, SO IT IS POSSIBLE THAT THESE LIMITATIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT, THE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
12. Survival. This Section 12, Sections 4, 5, 7, 10, 11, 14, and 15, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive cancelation or termination of this Agreement, will survive.
13. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You are responsible for reviewing and becoming familiar with any modifications. Your continued use of the AI Services after the effective date of the modifications will be deemed acceptance of the modified terms.
14. Export Regulation. The AI Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the AI Services or the software or technology included in the AI Services to, or make the AI Services or the software or technology included in the AI Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the AI Services or the software or technology included in the AI Services available outside the US.
15. Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the city of Nashville and County of Davidson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
16. Waiver of Jury Trial and Class Action. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY LITIGATION, SUIT, OR PROCEEDING, IN ANY COURT WITH RESPECT TO, IN CONJUNCTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE PRIVACY POLICY OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION, OR ENFORCEMENT THEREOF, AND/OR PERFORMANCE OF ANY OF THE OBLIGATIONS OR SERVICES HEREUNDER OR THEREUNDER. THE PARTIES FURTHER AGREE THAT ANY LITIGATION, SUIT, OR PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
17. Our Compliance with COPPA. THIS SITE IS NOT INTENDED FOR USERS WHO ARE YOUNGER THAN THIRTEEN (13) YEARS OF AGE. You can learn more about our compliance with the Children’s Online Privacy Protection Act (“COPPA”) by reviewing our Privacy Policy.
18. Miscellaneous.
(a) Entire Agreement; Third Party Beneficiaries. This Agreement, including the Order, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, unless you have signed a separate written agreement with us relating to the AI Services, the Site, or the Content. Our licensors and affiliates may be entitled to enforce this Agreement as third-party beneficiaries.
(b) Notice. Any notices to us must be sent to hello@storybrand.com, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the AI Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
(c) Waiver; Severability. The failure by us to enforce any provision of this Agreement will not constitute a waiver. If any court of law, having the jurisdiction to decide the matter, rules that any provision of this Agreement is invalid or unenforceable, then the invalid or unenforceable provision shall be removed from this Agreement or reformed by the court and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of this Agreement shall continue to be valid and enforceable.
(d) Miscellaneous. Nothing contained in this Agreement shall limit the ability of a party to seek an injunction or other equitable relief without posting any bond. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement is expressly made subject to any laws, regulations, orders or other restrictions on the export of data from the United States of America. You shall comply with such laws, regulations, orders or other restrictions, including but not limited to the Export Administration Regulations promulgated under the Export Administration Act of 1979, and the International Traffic in Arms Regulations administered by the US Department of State. You agree that this Agreement will not be construed against StoryBrand by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
(e) Contact Us. We encourage you to contact us at hello@storybrand.com if you have any questions concerning this Agreement. Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us.
