Terms and Conditions

Terms of Service

Last revised on: June 15th, 2022

Welcome and thank you for your interest in Tavus Inc. (“Company”, “us”, “our”, and “we”) and in our website (located at www.tavus.io) and SaaS Services (the “Site”) and any other associated websites and subdomains, networks, products and services on which a link to these Terms is displayed. The Site is a copyrighted work belonging to Company. These Terms of Use (these “Terms”) set forth the legally binding terms and conditions between you and Company governing your access to and use of the Site. Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features (“Supplemental Terms”). All such Supplemental Terms, including our Privacy Policy, are incorporated by reference into these Terms. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such features. Notwithstanding the foregoing, Company’s provision of, and your access to and use of, the software-as-a-service offering accessed at theSite for the generation of personalized videos and other content, together with the associated documentation (“SaaS Services”) is governed by the terms and conditions of the Tavus Software as a Service Agreement (“SaaS Agreement”), which will be a separate agreement between you and Company if you subscribe for the SaaS Services (or between your organization and Company if your organization subscribes for the SaaS Services) and which will supersede these Terms to the limited extent of any inconsistency or conflict.

BY CLICKING “I ACCEPT”, OR OTHERWISE ACCESSING OR USING THE SITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THESE TERMS OR OTHERWISE ACCESSING OR USING THE SITE IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT,
OR EMPLOYEE OF, AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY: (1) AGREE THAT THE TERMS “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND SUCH INDIVIDUAL; AND (2) REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO THESE TERMS HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF SUCH ENTITY. YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THESE TERMS IF YOU ARE NOT ELIGIBLE (AS DESCRIBED IN SECTION 1.1 BELOW). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU MAY NOT ACCESS AND/OR USE THE SITE.THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 11.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. See Section 11.1 of these Terms for further Page 1 of 13266586613 v4information about changes to these Terms. PLEASE REGULARLY CHECK OUR WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. ACCOUNTS

1.1 Eligibility. You must be at least eighteen (18) years old to use the Site. By agreeing to these Terms, you represent and warrant to us that you are at least eighteen (18) years old.
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1.2 Account Creation. In order to use certain features of the Site, you must (i) register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form, or (ii) have a valid account on a social networking service (“SNS”) through which the user has connected to the Site (each such account, a “SNS Account”). In registering an Account, you agree, represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you will not create an Account using a false identity or information, or on behalf of someone other than yourself. You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Account in accordance with Section 8.
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1.3 Access through a SNS. If you access the Site through a SNS as part of the functionality of the Site, you may link your Account with SNS Accounts by allowing Company to access your SNS Account, as is permitted under the applicable terms and conditions that govern your SNS Account. You represent that you are entitled to grant Company access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your SNS Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such SNS. By granting Company access to any SNS Accounts, you understand that Company may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and other materials accessible through the Site (collectively, “Content”) that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through the Site via your Account. Unless otherwise specified in these Terms, all SNS Content shall be considered to be your User Content (as defined in Section 3.1) for all purposes of these Terms. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account on the Site. Please note that if a SNS Account or associated service becomes unavailable, or Company’s access to such SNS Account is terminated by the SNS, then SNS Content will no longer be available on and through the Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH SNS PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Company is not responsible for any SNS Content.

1.4 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. ACCESS TO THE SITE

2.1 Access and Use. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, non-assignable, limited right and license to use and access the Site solely for your own internal business use, and subject to any use limitations put in place or provided by Company.

2.2 Certain Restrictions and User Conduct. The Site is made available to you solely for your own internal business use. The rights granted to you in these Terms are subject to the following restrictions: you shall not, directly or indirectly, and shall not authorize any third party to

(a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site;

(b) frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Site (including images, text, page layout or form);

(c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks;

(d) translate, adapt, modify, merge, make derivative works of, decompile, disassemble, reverse compile or reverse engineer, or otherwise attempt to derive any source code, structure, ideas, algorithms or associated know-how of, any part of the Site, or reconstruct, or discover, any hidden or non-public elements of the Site;

(e) write or develop any program based upon the Site or any portion thereof, or access the Site in any manner for the purpose of developing, distributing or making accessible a website, product, or service that competes with the Site;

(f) export, sell or distribute any content or portion of the Site, allow access to the Site (or any content or other portion thereof) by any third persons or entities, make the Site available on a service bureau basis, or otherwise access or use the Site for the benefit of a third party;

(g) permit your Account to be accessed or used by any persons other than your employee personnel;

(h) attempt to engage in or engage in, any potentially harmful acts that are directed against the Site, including but not limited to violating or using manual or automated software or other means to access, “scrape,” “crawl” or“spider” any pages contained in the Site or interfering with the use of Site by any other user, host or network;

(i) transmit unlawful, infringing, or harmful User Content or other data or code that you are not authorized to transmit, either to or from the Site;

(j) interfere or attempt to interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Site, or violate the regulations, policies or procedures of such networks;

(k) attempt to violate any security features of the Site or gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means;

(l) alter or remove any trademarks or proprietary notices contained in or on the Site;

(m) engage in framing, mirroring, or otherwise simulating the appearance or function of the Site;

(n) perform or publish any performance or benchmark tests or analyses relating to the Site;

(o) make any User Content available on or through the Site that infringes, violates or misappropriates any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any person or entity or is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, indecent, obscene, offensive, or profane;

(p) make any User Content available on or through the Site that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Company’s prior written consent, or impersonates any person or entity, including any employee or representative of Company;

(q) make available on or through the Site any computer code, programs, or programming devices that are designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, the operation of the Site or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Site to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operation;

(r) remove or destroy any copyright notices or other proprietary markings contained on or in the Site or

(s) otherwise use the Site except as expressly permitted hereunder.

Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms.

2.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

2.4 No Support or Maintenance. Unless you have subscribed for SaaS Services that expressly include Company’s support or maintenance services, you acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.

2.5 Ownership. Excluding any User Content that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Company or Company’s suppliers or licensors. Neither these Terms (nor your access to or use of the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms. Tavus and all related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of Company and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in Service are the property of their respective owners.

3. USER CONTENT AND FEEDBACK

3.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings), but does not include content generated by the Site or by Company’s software or SaaS Services. This means that you, and not Company, are solely responsible for all User Content that is accessible through the Site. You assume all risks associated with use of User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party, and you agree that Company will not be responsible for any liability incurred as the result of your use ofUser Content. Unless you have subscribed for SaaS Services that expressly include Company’s backup of your User Content, Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

3.2 License to User Content. Company does not claim ownership of User Content. However, when you as a user post, upload or publish User Content on or in the Site, then you hereby grant (and you represent and warrant that you have the right to grant) Company an irrevocable, non-exclusive, royalty-free and fully paid, worldwide, and fully sublicensable right (including any moral rights) and license to reproduce, distribute, modify, adapt, publicly display and perform, and otherwise use and exploit your User Content (in whole or in part) for the purposes of operating and providing the Site to you.

3.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site and/or Company’s business.

3.4 Representations and Warranties. You represent and warrant that you will comply with all applicable laws and have all necessary right, title, interest, authorizations, consents and permissions to: (i) access, provide, provide access to, and request Company access, disclose, or submit any of User Content and Feedback, as applicable, that you provide, provide access to, disclose, or submit to Company or the Site, or that you authorize or request Company to access on your behalf, as applicable; and (ii) grant the rights, licenses and permissions granted hereunder with respect to User Content and Feedback.

4. INDEMNIFICATION

You agree to indemnify and hold Company (and its officers, employees, and agents) (each, a “Company Party”) harmless, from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your use of the Site, (b) your User Content, (c) your violation of these Terms; or (d) your violation of applicable laws or regulations or rights of any person or entity. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter for which you are required to indemnify us, in which event you will fully cooperate with Company in asserting any available defenses. You agree not to settle any matter without the prior written consent of Company. This provision does not require you to indemnify any of Company Parties for any unconscionable commercial practice by such Company Party or for such Company Party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Site.

5. OTHER USERS

5.1 Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.

5.2 Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users). If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for such Company Party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site.

6. DISCLAIMERS

THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND LICENSORS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SOTHE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY PARTIES’S AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.THE FOREGOING LIMITATIONS ON LIABILITY AND CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. TERM AND TERMINATION

9. COPYRIGHT POLICY

your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our services that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Company is:
Designated Agent: Quinn Favret
Address of Agent: 2101 CityWest Blvd, Houston TX 77042
Telephone: 248.709.4196
Fax:
Email: QUINN@TAVUS.IO

10. THIRD PARTY PAYMENT PROCESSOR

Company uses Stripe, Inc. and Recurly, Inc. and their respective affiliates as third party service providers for payment services (e.g. card acceptance, merchant settlement, and related services)(each, a “Third Party Payment Processor”). You agree to be bound by Stripe’s privacy policy (currently accessible at https://stripe.com/privacy) and its terms of service (currently accessible at https://stripe.com/us/terms), or Recurly’s privacy policy (currently accessible at https://recurly.com/legal/privacy) and its terms of service (currently available at https://recurly.com/legal/terms/), as applicable, and you hereby consent and authorize Company and Stripe or Recurly, as applicable, to share any information and payment instructions you provide with one or more Third Party Payment Processor(s) to the minimum extent required to complete your transactions.

11. GENERAL

11.1 Changes. These Terms are subject to occasional revision. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

11.2 Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

(a) Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Company and our employees, agents, successors, or assigns, regarding or relating to the Site or these Terms shall exclusively be settled through binding and confidential arbitration.

(b) Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.

(c) You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

(d) You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.

(e) Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Houston, Texas. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Houston, Texas in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Houston, Texas for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

(f) With the exception of subparts (1) and (2) in Section 11.2(d) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Agreement, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in Section 11.2(d) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Houston, Texas.

(g) Notwithstanding any provision in these Terms to the contrary, if we seek to terminate the Dispute Resolution section as included in these Terms, any such termination shall not be effective until 30 days after the version of these Terms not containing the agreement to arbitrate is posted to the Site, and shall not be effective as to any claim of which you provided Company with written notice prior to the date of termination.

(h) For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.

(i) Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Company and our employees, agents, successors, or assigns, regarding or relating to these Terms or the Site shall exclusively be governed by the internal laws of the State of Texas, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

11.3 International Users. The Site is controlled and offered by Company from its facilities in the United States of America. Company makes no representations that the Site appropriate or available for use in other locations. Those who access or use the Site from other countries do so at their own volition and are responsible for compliance with local law.

11.4 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

11.5 Customer Complaints. Company is located at the address in Section11.10. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

11.6 Electronic Communications. The communications between you andCompany use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

11.7 Monitoring and Enforcement. You acknowledge that Company has no obligation to pre-screen User Content, although Company reserves the right to: (a) monitor and review the Site and pre-screen, remove or refuse to post any of your User Content for any or no reason in our sole discretion; (b) take any action with respect to any of your User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Company; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and/or (e) terminate or suspend your access to all or part of the Site all for any or no reason, including without limitation, any violation of these Terms. By entering into these Terms, you hereby provide your irrevocable consent to such monitoring and enforcement.

11.8 Entire Terms. These Terms (including, for greater certainty, the Privacy Policy and other Supplemental Terms) constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

11.9 Copyright/Trademark Information. Copyright © 2022, Tavus Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

11.10 Contact Information
Tavus IncAddress: 2101 CityWest Blvd, 1st Floor, Houston Texas 77042
Fax:
Email: support@tavus.io