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TERMS OF USE

MMAI ANGEL

Version Date: 1st July 2024

TERMS OF USE AGREEMENT

This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you”) and MMAI Angel LLC  and its affiliated companies (collectively, “Company” or “we” or “us” or “our”), concerning your access to and use of the website (www.mmaiangel.com) as well as any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Platform”). The Platform is a chat service whereby users interact with an artificial intelligence driven persona with the goal of improving a user’s well-being   (“MMAI Angel LLC Services”). Supplemental terms and conditions or documents that may be posted on the Platform from time to time, are hereby expressly incorporated into this Agreement by reference.

MMAI Angel LLC makes no representation that the Platform is appropriate or available in other locations other than where it is operated by Company. The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Platform. If you are a minor, you must have your parent or guardian read and agree to this Agreement prior to you using the Platform. Persons under the age of 13 are not permitted to register for the Platform or use the MMAI Angel LLC Services.

YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE PLATFORM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.  IF YOU DO NOT HAVE SUCH AUTHORITY YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE COMPANY SERVICE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT MMAI ANGEL LLC MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE MMAI ANGEL LLC SERVICES OR THE PLATFORM.

THESE TERMS CONTAIN AN ARBITRATION AGREEMENT, WHICH WILL WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

MMAI ANGEL LLC SERVICES GENERALLY

Your interaction with the Platform is with an artificial intelligence system and not a human. The Platform is restricted in the means of response, and the intended usage of Platform is for providing support via certain tools and techniques to manage emotions and encourage mental well-being, as an early intervention tool in a self-help or self-monitoring context. You make the choice of using the Platform, based on your own estimate of need, and agree that this is only suitable for basic self-help. This is not intended to be a replacement for face-to-face psychotherapy or to provide a diagnosis, prognosis, treatment or cure for a disease/condition/disorder or disability. The Platform cannot and will not offer advice on issues it does not recognize. The Platform is not intended for use in crisis or complex or severe mental health conditions that causes for example; ideation of suicide, harm to self and others, or for any medical emergencies. The Platform cannot and will not offer medical or clinical advice. It can only suggest that the user seeks advanced (medical) help.

We seek to protect users by providing services only to those who are likely to benefit from the Company Services provided. If your needs are beyond the scope of guided self-help you should seek alternative services which can be found through the services of a mental health professional, medical professional, or support organization.

While the MMAI Angel LLC Services may provide access to certain general medical information the Company Services cannot and are not intended to provide medical advice. The MMAI Angel LLC Services may provide general information to patients for educational, informative and engagement purposes. All such information is not intended to replace or complement any professional medical consultation, advice, or treatment, which should be provided by a physician or other qualified healthcare professional. We advise you to always seek the advice of a physician or other qualified healthcare provider with any questions regarding your personal health or medical conditions. If you have or suspect that you have a medical problem or condition, please contact a qualified healthcare professional immediately. The provision of content through the Company Services does not create a medical professional-patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition, but is provided to assist you in completing your self-help program.

USE OF THE MMAI ANGEL LLC SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM. IF YOU ARE CONSIDERING OR COMMITTING SUICIDE OR FEEL THAT YOU ARE A DANGER TO YOURSELF OR TO OTHERS, YOU MUST DISCONTINUE USE OF THE MMAI ANGEL LLC SERVICES IMMEDIATELY, CALL 911 OR NOTIFY APPROPRIATE POLICE OR EMERGENCY MEDICAL PERSONNEL.  IF YOU SUSPECT, HAVE EXPERIENCED OR HAVE KNOWLEDGE OF CHILD OR DEPENDENT ADULT OR ELDER ABUSE PLEASE CONTACT YOUR LOCAL PROTECTIVE SERVICES AGENCY. The Company is not a mandated reporter, and is under no obligation to report any known or suspected instances of child, dependent adult or elder abuse to the proper authorities as set forth under applicable state law. 

THIRD PARTY WEBSITES AND CONTENT

The Platform contains (or you may be sent through the Platform or the MMAI Angel LLC Service) links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Platform or any Third Party Content posted on, available through or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third Party Websites will be through other websites and from other companies, and MMAI Angel LLC takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

By using the MMAI Angel LLC Services, you release and hold us harmless from any and all liability arising from your use of any Third Party Website. Your interactions with organizations and/or individuals found on or through the Company Services are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with interaction with any of these third parties. You agree that MMAI Angel LLC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

PURCHASES; PAYMENT

 

MMAI Angel LLC bills you through an online billing account for purchases of products and/or services. You agree to pay MMAI Angel LLC all charges at the prices then in effect for the products you or other persons using your billing account may purchase, and you authorize MMAI Angel LLC to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. If you have ordered a product or service that is subject to recurring charges then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable product or service. MMAI Angel LLC reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. MMAI Angel LLC may change prices at any time. All payments shall be in U.S. dollars.  Charges that are not disputed within 60 days of the date charged are conclusively deemed accurate.

MMAI Angel LLC may offer free trial subscriptions to the Company Service. A free trial subscription may or may not require providing a payment method. If you are required to provide a payment method, then your paid subscription will, after notice and opportunity to cancel is provided, automatically begin upon termination of the trial period. If you are not required to provide a payment method, then when the trial period ends, your subscription to the Company Service will cease. 

Fees are exclusive of taxes and you will pay or reimburse MMAI Angel LLC for all taxes arising out of this Agreement, whether assessed at the time of your purchase or are thereafter determined to have been due. “Taxes” means any sales, use and other taxes (other than taxes on MMAI Angel LLC’s income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority. You agree to promptly provide MMAI Angel LLC with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption.

Your account will be considered delinquent if you or your payment method fails to pay the amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. Your account may be suspended, archived or purged from the Platform if your account is delinquent for more than 10 days. MMAI Angel LLC may impose a charge to restore archived data from delinquent accounts. MMAI Angel LLC may choose to bill through an invoice. Full payment for invoices issued in any given month must be received by MMAI Angel LLC 30 days after the mailing date of the invoice, or the MMAI Angel LLC Service may be terminated.

Unpaid amounts are subject to interest of 1% per month on any outstanding balance or the maximum permitted by law, plus you will be responsible for all expenses of collection, including attorneys’ fees.

CANCELLATION

 

To cancel the MMAI Angel LLC Services ordered on a subscription basis, you must follow the process we specify on our Platform. If you cancel, the Company Services will end at the end of your current subscription term. If you fail to cancel as required, we will automatically renew the MMAI Angel LLC Services for the same term and will charge your payment method on file with us commencing on the first day of the renewal term.

USER REPRESENTATIONS

Regarding Your Registration

By using the MMAI Angel LLC Services, you represent and warrant that:

 

  1. all registration information you submit is truthful and accurate;

 

  1. you will maintain the accuracy of such information;

 

  • you will keep your password confidential and will be responsible for all use of your password and account;

 

  1. you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use this Platform; and

 

  1. your use of the MMAI Angel LLCServices does not violate any applicable law or regulation.

You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Platform’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or MMAI Angel LLC has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, MMAI Angel LLC has the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof). Unless you have a business account (if available), you are not allowed to let anyone else use your account and you may not share your login and password with anyone else. You must notify MMAI Angel LLC immediately of any breach of security or unauthorized use of your account.

We reserve the right to remove or reclaim or change a user name you select if we determine appropriate in our discretion, such as when the user name is obscene or otherwise objectionable or when a trademark owner complains about a username that does not closely relate to a user’s actual name.

You are responsible to MMAI Angel LLC for the violation of this Agreement by any employee or agent of yours, any other person to whom you have given access to the MMAI Angel LLC Services, and any person who gains access to your account as a result of your failure to use reasonable security precautions, to the same extent as if you had committed the violation yourself, even if such violation was not authorized by you. You are responsible to Company for any fees arising from the use of the MMAI Angel LLC Services by any of these persons, even if that use was not authorized by you.

CONTRIBUTION LICENSE 

When you interact with the Platform via the chat feature, you will be inputting content to which the Platform will respond (“Inputs”). You hereby automatically grant, and you represent and warrant that you have the right to grant, to MMAI Angel LLC an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to use such Inputs as necessary to provide you with responses from the Platform and also to use, disclose and share such Inputs for our business purposes, provided that we do not use such inputs in a manner that associates such Inputs with you.

MMAI Angel LLC reserves the right to take steps MMAI Angel LLC believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. Notwithstanding anything in this Agreement to the contrary, You acknowledge and agree that MMAI Angel LLC may, without liability to you, access, use, preserve and/or disclose your account information and activity to law enforcement authorities, government officials, and/or a third party, as MMAI Angel LLC believes is reasonably necessary or appropriate, if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Company, its users, a third party, or the public as required or permitted by law.

 

APP LICENSE

Use License

If you are accessing the MMAI Angel LLC Services via a mobile application, then MMAI Angel LLC grants you a revocable, non-exclusive, non-transferable, limited right to install and use the application on wireless handsets owned and controlled by you, and to access and use the application on such devices strictly in accordance with the terms and conditions of this license. You shall use the application strictly in accordance with the terms of this license and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the application; (c) violate any applicable laws, rules or regulations in connection with your access or use of the application; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of MMAI Angel LLC or its affiliates, partners, suppliers or the licensors of the application; (e) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (g) use the application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (h) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (i) use any proprietary information or interfaces of MMAI Angel LLC or other intellectual property of MMAI Angel LLC in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application. You acknowledge that MMAI Angel LLC may from time to time issue upgraded versions of the application and may automatically electronically upgrade the version of the application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and your continued use of the application constitutes your agreement to the terms and conditions of this Agreement will apply to all such upgrades. There may be open source components in an application subject to certain open source license terms or specific provisions, which will be referenced within the application, and which will override these application license provisions.

Terms Applicable To Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play to access the MMAI Angel LLC Services. You acknowledge that this Agreement is concluded between you and MMAI Angel LLC only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and MMAI Angel LLC, not an App Distributor, is solely responsible for the MMAI Angel LLC application and the content thereof. (1) SCOPE OF LICENSE: The license granted to you for the MMAI Angel LLC application is limited to a non-transferable license to use the MMAI Angel LLC application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service. (2) MAINTENANCE AND SUPPORT: Company is solely responsible for providing any maintenance and support services with respect to the MMAI Angel LLC application, as specified in this Agreement, or as required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the MMAI Angel LLC application. (3) WARRANTY: MMAI Angel LLC is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the MMAI Angel LLC application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Company application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the MMAI Angel LLC application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be MMAI Angel LLC’s sole responsibility. (4) PRODUCT CLAIMS: You acknowledge that MMAI Angel LLC, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the MMAI Angel LLC application or your possession and/or use of the MMAI Angel LLC application, including, but not limited to: (i) product liability claims; (ii) any claim that the Company application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. (5) INTELLECTUAL PROPERTY RIGHTS: You acknowledge that, in the event of any third party claim that the Company application or your possession and use of the MMAI Angel LLC application infringes a third party’s intellectual property rights, the App Distributor will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. (6) LEGAL COMPLIANCE: You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties. (7) THIRD PARTY TERMS OF AGREEMENT: You must comply with applicable third party terms of agreement when using the MMAI Angel LLC application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the Company application. (8) THIRD PARTY BENEFICIARY: Company and you acknowledge and agree that the App Distributors, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.

 

SOCIAL MEDIA 

As part of the functionality of the Platform, you may link your account with online accounts you may have with third party service providers (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information through the Platform; or (ii) allowing Uplift Works, Inc to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Uplift Works, Inc and/or grant Company access to your Third Party 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 use of the applicable Third Party Account and without obligating MMAI Angel LLC to pay any fees or making Uplift Works, Inc, subject to any usage limitations imposed by such third party service providers. By granting Company access to any Third Party Accounts, you understand that (i) MMAI Angel LLC may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “Social Network Content”) so that it is available on and through the Platform via your account, including without limitation any friend lists, and (ii) Uplift Works, Inc may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Platform. Please note that if a Third Party Account or associated service becomes unavailable or MMAI Angel LLC’s access to such Third Party Account is terminated by the third party service provider, then Social Network Content may no longer be available on and through the Platform. You will have the ability to disable the connection between your account on the Platform and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Company is not responsible for any Social Network Content. You acknowledge and agree that Company may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Platform. At your request made via email to our email address listed below, or through your account settings (if applicable), Uplift Works, Inc will deactivate the connection between the Platform and your Third Party Account and delete any information stored on Company’s servers that was obtained through such Third Party Account, except the username and profile picture that become associated with your account.

 

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform or the MMAI Angel LLC Services (“Submissions”) provided by you to MMAI Angel LLC are non-confidential and Company (as well as any designee of MMAI Angel LLC) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

PROHIBITED ACTIVITIES

You may not access or use the Platform for any other purpose other than that for which MMAI Angel LLC makes it available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Prohibited activity includes, but is not limited to:

  1.  

    1. criminal or tortious activity;

    1. use of the Platform for any obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by MMAI Angel LLC), libelous or slanderous activity, or in any manner to ridicule, mock, disparage, intimidate or abuse anyone, or to advocate the violent overthrow of any government, to incite, encourage or threaten physical harm against another, or to violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;

    1. making any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;

    1. systematic retrieval of data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from MMAI Angel LLC ;

    1. making any unauthorized use of the MMAI Angel LLC Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;

    1. tricking, defrauding or misleading MMAI Angel LLC and other users, especially in any attempt to learn sensitive account information such as passwords;

    1. engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools;

    1. interfering with, disrupting, or creating an undue burden on the Platform or the networks or services connected to the Platform;

    1. attempting to impersonate another user or person or using the username of another user;

    1. selling or otherwise transferring your profile;

    1. using any information obtained from the Platform in order to harass, abuse, or harm another person;

    1. using the MMAI Angel LLC Service as part of any effort to compete with MMAI Angel LLC or to provide services as a service bureau;

    1. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Platform;

    1. attempting to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform;

    1. harassing, annoying, intimidating or threatening any MMAI Angel LLC employees or agents engaged in providing any portion of the MMAI Angel LLC Services to you;

    1. deleting the copyright or other proprietary rights notice from any Platform content;

    1. except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Platform, or using or launching any unauthorized script or other software; or

    1. using the Platform in a manner inconsistent with any and all applicable laws and regulations.

INTELLECTUAL PROPERTY RIGHTS

The content on the Platform (“MMAI Angel LLC Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to MMAI Angel LLC , and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the U.S. and/or other countries. MMAI Angel LLC’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the MMAI Angel LLC.

The Platform uses generative artificial intelligence technology to provide responses (“Output”) to the prompts that you input during your interactions with the Platform. MMAI Angel LLC Content also includes the Output provided to you resulting from your Inputs to the Platform. While we will not use or disclose any Outputs in a manner that associates such Outputs with you, we may otherwise use and disclose all Outputs for our general and specific business purposes.

MMAI Angel LLC Content on the Platform is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use the Platform, you are granted a limited license to access and use the Platform and the MMAI Angel LLC Content and to download or print a copy of any portion of the MMAI Angel LLC Content to which you have properly gained access solely for your personal, non-commercial use. Company reserves all rights not expressly granted to you in and to the Platform and MMAI Angel LLC Content and Marks.

PLATFORM MANAGEMENT

MMAI Angel LLC reserves the right but does not have the obligation to:

  1.  

    1. monitor the Platform for violations of this Agreement;

    1. take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;

    1. in MMAI Angel LLC’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any MMAI Angel LLC policy;

    1. in MMAI Angel LLC’s sole discretion and without limitation, notice or liability to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to MMAI Angel LLC’s systems;

    1. otherwise manage the Platform in a manner designed to protect the rights and property of MMAI Angel LLC and others and to facilitate the proper functioning of the Platform.

PRIVACY

We care about the privacy of our users. Please review the MMAI Angel LLC Privacy Policy. By using the Platform or Company Services, you are consenting to have your personal data transferred to and processed in the United States. By using the Platform or the Company Services, you are consenting to the terms of our Privacy Policy.

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Platform or are otherwise a user or member of the Platform, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below. Once you choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, UPLIFT WORKS, INC RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM AND THE COMPANY SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM AND THE MMAI ANGEL LLC SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN MMAI ANGEL LLC’S SOLE DISCRETION.

In order to protect the integrity of the Platform and MMAI Angel LLC Services, MMAI Angel LLC reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Platform and Uplift Works, Inc Services.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS.  TO CANCEL, CALL A COMPANY CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS.  THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.

If Uplift Works, Inc terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Uplift Works, Inc reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS

To Agreement

Uplift Works, Inc may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Platform and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Uplift Works, Inc Services after any such modification becomes effective. Uplift Works, Inc may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Platform for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.

To Services

Uplift Works, Inc reserves the right at any time to modify or discontinue, temporarily or permanently, the Uplift Works, Inc Services (or any part thereof) with or without notice. You agree that Uplift Works, Inc shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Uplift Works, Inc Services.

DISPUTES

Between Users

If there is a dispute between users of the Platform, or between users and any third party, you understand and agree that MMAI Angel LLC is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Uplift Works, Inc Services.

With Company

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    1. Governing Law; Jurisdiction. This Agreement and all aspects of the Platform and Uplift Works, Inc Services shall be governed by and construed in accordance with the internal laws of the State of Maryland, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Baltimore City, State of Maryland, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Platform or Uplift Works, Inc Services be instituted more than one (1) year after the cause of action arose.
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    • Informal Resolution. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and Uplift Works, Inc agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other.
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    • Binding Arbitration Agreement. If you and MMAI Angel LLC are unable to resolve a Dispute through informal negotiations, either you or Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. If you are not an individual or have used the MMAI Angel LLC Services on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, MMAI Angel LLC will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. If your claim does not exceed $10,000, then you or MMAI Angel LLC may elect to have the arbitration be conducted by telephone or solely on the basis of documents you and MMAI Angel LLC submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Baltimore City, State of Maryland, provided that arbitration governed by the AAA Consumer Rules will take place, at your option, in your county of residence (or, if a business, your principal place of business) or at the county/state location previously specified in this Section, or as may otherwise be determined by the arbitrator. Except as otherwise provided in this Agreement, you and MMAI Angel LLC may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
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    • Restrictions. You and MMAI Angel LLC agree that any arbitration shall be limited to the Dispute between MMAI Angel LLC and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
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    • Exceptions to Informal Negotiations and Arbitration. You and MMAI Angel LLC agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of your or MMAI Angel LLC’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this Section is found to be illegal or unenforceable then neither you nor MMAI Angel LLC will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you and MMAI Angel LLC agree to submit to the personal jurisdiction of that court.

CORRECTIONS


Occasionally there may be information on the Platform that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. MMAI Angel LLC reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

DISCLAIMERS

MMAI Angel LLC cannot control the nature of all of the content available on the Platform. By operating the Platform, MMAI Angel LLC does not represent or imply that MMAI Angel LLC endorses any blogs, contributions or other content available on or linked to by the Platform, including without limitation content hosted on third party websites or provided by third party applications, or that Company believes contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Platform or in connection with any contributions. The MMAI Angel LLC is not responsible for the conduct, whether online or offline, of any user of the Platform or MMAI Angel LLC Services.

YOU AGREE THAT YOUR USE OF THE PLATFORM AND MMAI ANGEL LLC SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, UPLIFT WORKS, INC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND THE MMAI ANGEL LLC SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY PLATFORMS LINKED TO THIS PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM OR COMPANY SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED PLATFORM OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE COMPANY SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE COMPANY SERVICE. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE COMPANY SERVICE AND COMPANY IS NOT RESPONSIBLE FOR THE ACTION OF USERS OF THE COMPANY SERVICE.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF 3 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING OR $100, WHICHEVER IS GREATER.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” 

INDEMNITY

You agree to defend, indemnify and hold Uplift Works, Inc, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your contributed content, use of the Uplift Works, Inc Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Uplift Works, Inc will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

NOTICES

Except as explicitly stated otherwise, any notices given to MMAI Angel LLC shall be given by email to the address listed in the contact information on the Platform. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.

ELECTRONIC CONTRACTING

Your use of the MMAI Angel LLC Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE COMPANY SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

GOVERNMENT USERS

If you are a U.S. government entity, you acknowledge that any software and documentation are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

MISCELLANEOUS

This Agreement constitutes the entire agreement between you and MMAI Angel LLC regarding the use of the MMAI Angel LLC Services. The failure of MMAI Angel LLC to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. MMAI Angel LLC may assign any or all of its rights and obligations to others at any time. MMAI Angel LLC shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond MMAI Angel LLC’s reasonable control.  If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Upon MMAI Angel LLC’s request, you will furnish MMAI Angel LLC any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against MMAI Angel LLC by virtue of having drafted it. 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.

CONTACT US  In order to resolve a complaint regarding the Company Services or to receive further information regarding use of the MMAI Angel LLC Services, please contact MMAI Angel LLC as set forth below or on the Platform, or if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 “R” Street, Sacramento, California 95814 or by telephone at 1-916-445-1254. 

MMAI Angel LLC

Email: info@mmaiangel.com

 [WG1] MMAI ANGEL

 [WG2] MMAI Angel LLC

 [WG3] www.mmaiangel.com

 [WG4]Confirm description.

 [WG5]Note that children 12 and under should not use the app. You should ask for birth dates upon account activation and reject any that are 12 and under (without explanation). You would not just ask them to confirm that they are over 12.

 [WG6]Review section carefully.

 [WG7]Consider.

 [WG8]Include inputs

 [WG9]Can users log in to your site using a social network user name and password or otherwise allow your site to have access to their social network account?

 [WG10]To be complete