Terms of Service

Last updated on July, 2022

Introduction

Exemplary, Inc. (“Exemplary”, “we” or “us”) and our website https://exemplary.ai along with our related websites, applications, and other services provided by us (collectively, the “Service”). By accessing, or using this web site, you acknowledge that you have read, understand, and agree to be bound by these terms and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, please do not use this service. Exemplary may, without notice to you, at any time, revise these Terms of Use and any other information contained in this web site. Exemplary may also make improvements or changes in the products, services, or programs described in our website at any time without notice.

Important: Please read the following terms carefully

BY CLICKING “SIGN IN” or I AGREE (OR SIMILAR LANGUAGE) OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING EXEMPLARY’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible or permissible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND OUR PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY EXEMPLARY AND BY YOU TO BE BOUND BY THESE TERMS.

1. SERVICES

The Service also provides integrations with the conferencing service providers such as Zoom Video Communications, Inc. (“Zoom”), which may include functionalities that enable the recording or transcribing of a user’s video calls, or the sharing parts of those calls. Please visit https://exemplary.ai for more details on how the Service works.

2. ELIGIBILITY FOR USE OF THE SERVICE

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) any information you provide to us is accurate and up to date; and (d) your use of the Service complies with all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

Subject to your compliance with these Terms, we grant you, solely for your personal and non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) (if applicable) install and use one object code copy of any application associated with the Service on a device that you own or control; and (b) access and use the Service.

Unless such a restriction is impermissible under applicable law or the activity is enabled by a functionality of the Service, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) interfere with, disable, or circumvent any feature of the Service, including any security features or access control mechanism; or (d) reverse engineer or attempt to discover the source code or object code of any portion of the Service. If you are prohibited under applicable law from using the Service, you may not use it.

To use the Service, you agree to the following:

  • To use the Service in compliance with applicable laws and not to use it for illegal purpose or in violation of any local, state, national, international law, or these Terms;
  • Not to abuse, harass, threaten, demean, embarrass, bully, defraud, stalk or otherwise harm any other user of the Service;
  • Not to Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information while using the Service.
  • Not to Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
  • Shall respect the rights of others and shall not violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
  • Not interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
  • Not to sell or assign or otherwise transfer your rights under these Terms; or
  • Not to perform any of the acts prohibited or not allowed in this Section or assist or permit any person in engaging in any of the prohibited acts in this Section.

3. PRICING

The pricings shall be as per the pricing information published on our website ,We reserve the right to determine pricing for the Service. We will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. We may change the fees or charges for any feature of the Service, including new or additional fees or charges after giving you advance notice of changes before they apply. We may make promotional offers with different features and different pricing to any of our customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

4. INTELLECTUAL PROPERTY

This web site contains proprietary notices and copyright information, the terms of which must be observed and followed. Please see the tab entitled “Copyright and trademark information” for related information. Exemplary grants you a non-exclusive, non-transferable, limited permission to access and display the Web pages within this site as a customer or potential customer of Exemplary provided you comply with these Terms of Use, and all copyright, trademark, and other proprietary notices remain intact.

All rights relating to the Service not expressly granted herein are reserved by us. You agree that all materials, products, and services provided on this website are the property of Exemplary, its affiliates, directors, officers, employees, agents, suppliers, or licensors including all copyrights, trade secrets, trademarks, patents, and other intellectual property as the case may be. You also agree that you will not reproduce or redistribute the Exemplary’s Intellectual property in any way, including electronic, digital, or new trademark registrations.

By using our site, we may generate, receive, maintain, transmit and otherwise have access to certain system, usage and related data, including information about your use thereof, that is gathered periodically in connection with your use of our site. By using and accessing our site, you expressly acknowledge and agree that we may use such data in connection with our marketing activities, subject to our compliance with applicable law. By using and accessing our site, you also acknowledge and agree that Exemplary will have the right to reference your name, logo and marks on its websites for the purposes of marketing the functionality of Exemplary’s products. Except for the limited permissions above, Exemplary does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another web site or in any other media. Any software and other materials that are made available for downloading, access, or other use from this site with their own license terms will be governed by such terms, conditions, and notices. Your failure to comply with such terms or any of the terms on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession, custody or control.

The inclusion of any name, logo or mark in a product demonstration video on this site does not imply endorsement or support by any of the those entities. A third-party name, logo, or mark is only used as much as is necessary to accurately demonstrate the Exemplary technology, products, and services.

5. THIRD-PARTY TERMS

We may provide tools through the Service that enable you to export information (such as User Content) to third-party services, including through features that allow you to link to an account on the third-party service, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third-party services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third-party service’s use of your exported information.

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

6. TOS AMENDMENTS

We reserve the right to change or amend these Terms on a going at any time without notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Changes are effective upon publication on our website or your acceptance of them. Except as expressly permitted in this Section, these Terms may be amended only by a written agreement signed by you and an authorized representative of Exemplary. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

7. THE SERVICE MAY CHANGE

We reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently. We will notify you in the event we decide to deactivate or terminate the Service. We will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

8. TERM & TERMINATION

These Terms are effective when you accept the Terms or first download, install, access, or use the Service, and shall end when terminated as described below.

  1. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, we may terminate these Terms, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice.
  2. These Terms can be terminated by you at any time by contacting us at support@exemplary.ai

9. INDEMNITY

  1. You will defend hold harmless and indemnify Exemplary, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Exemplary”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and a third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
  2. Exemplary will defend, hold harmless and indemnify Customer from and against any damages, liabilities, losses, claims, and expenses, including, without limitation, reasonable attorneys’ fees, payable to a third party in connection with any claim or action by a third party that is not an entity legally related to Customer alleging that the Service infringes or misappropriate the intellectual property rights of such third party; provided that Exemplary is notified promptly in writing of the action, and Exemplary is given the option, at its expense, to have sole control of the action and all requested reasonable assistance to defend the same. However, Exemplary shall have no obligation for any claim of infringement to the extent the claim arises from (i) modifications to the Service created by Customer or its users or representatives (if the claim would not have arisen but for such modification); (ii) combination or use of the Service with other materials not provided, directed or created by Exemplary (if the claim would not have arisen but for such combination or use); (iii) Exemplary’s compliance with a Customer requirement, specification or design if the implementations of that requirement, specification or design are the basis of the claim; (iv) Customer’s use of the Service that is not in accordance with this Agreement and/or the documentation for the Service; or (v) Customer’s negligence or willful misconduct. Notwithstanding anything to the contrary, the above indemnification obligation represents Exemplary’s entire liability and Customer’s sole remedy with respect to violation of third-party intellectual property rights relating to the Service.

10. WARRANTY DISCLAIMER

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WE DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR EXEMPLARY ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE EXEMPLARYENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER USER OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. We do not disclaim any warranty or other right that we are prohibited from disclaiming under applicable law.

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE EXEMPLARY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EXEMPLARY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 9 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE EXEMPLARYENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO US$100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. DISPUTE RESOLUTION; ARBITRATION

In the interest of resolving disputes between you and Exemplary in the most expedient and cost effective manner, and except as described in this Section, you and Exemplary agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. The American Arbitration Association (“AAA”) will conduct any arbitration under its Commercial Arbitration Rules. For more information, see www.adr.org. Arbitration hearings will take place in the federal judicial district of Your primary business location. A single arbitrator will be appointed. The arbitrator must: (a) follow all applicable substantive Law; (b) follow applicable statutes of limitations; (c) honor valid claims of privilege; (d) issue a written decision including the reasons for the award. The arbitrator may award damages, declaratory or injunctive relief, and costs (including reasonable attorneys’ fees). Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. Under AAA Rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim; however, a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity .

This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND EXEMPLARY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Despite the above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

If you do not wish to resolve disputes by binding arbitration, you may opt out of arbitration and the provisions of this Section within 30 days after the date that you agree to these Terms by sending a letter to Exemplary, Attention: Legal Department that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration. Once we receive your Opt-Out Notice, this Section will be void and any action arising out of these Terms will be resolved as set forth in Section 13 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

YOU AND EXEMPLARY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Exemplary agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

13. GOVERNING LAW

These Terms are governed by the laws of state of California, USA without regard to conflict of law principles. You and Exemplary submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco for resolution of any lawsuit or court proceeding permitted under these Terms.

14. WAIVER

EXCEPT FOR CERTAIN TYPES OF DISPUTES DEFINED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND EXEMPLARY SHALL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION

15. U.S. GOVERNMENT MATTERS

15.1 Neither party may knowingly export or re-export the Service, any data or information, or any software (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority, including, without limitation, to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”), at any time. Customer further represents and warrants that it will not use the Service for the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

15.2 As stated in these TOS and any documentation provided by Exemplary are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

16. FORCE MAJEURE

NEITHER PARTY WILL BE DEEMED TO BE IN BREACH OF THIS AGREEMENT FOR ANY FAILURE CAUSED BY REASONS BEYOND A PARTY’S REASONABLE CONTROL (INCLUDING WITHOUT LIMITATION ACTS OF GOD,PANDEMIC ,WAR OR CIVIL DISTURBANCE), AND IT WILL NOTIFY THE OTHER PARTY AS SOON AS PRACTICABLE IN WRITING OF SUCH FAILURE.

17. MISCELLANEOUS

These Terms of Service, together with any Additional Terms, our Privacy Policy, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Exemplary regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers and courtesy summaries in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Please read the Exemplary Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Exemplary Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

If you have any questions about these Terms, please contact us at support@exemplary.ai

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