Last Updated: [April 21st]
SECTION 9 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO SANDAI’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 9.
SandAI Pte. Limited (“SandAI,” “Company,” “we,” “us” or “our”) provides our Services (described below) and related content to you through our digital or online properties or services that link to this Privacy Policy (including, as applicable, the Magi text-to-video generator platform, our website https://magi.sand.ai, mobile and desktop applications, social media pages, marketing activities, live events, etc.) and other activities described in this Privacy Policy (collectively, the “Services”). All access and use of the Services is subject to and governed by the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms”).
Please read these Terms carefully, as they include important information about your legal rights. By accessing, browsing, or otherwise using the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Service. If you do not understand or accept the terms and conditions of these Terms, you will not access, browse, or otherwise use the Service.
For purposes of these Terms, “you” and “your” means you as the user who created the Magi account and whose payment method is charged. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
We may update these Terms of Service from time-to-time to reflect changes in legal, regulatory, operational requirements, our practices, and other factors. Please check these Terms of Service periodically for updates. If any of the changes are unacceptable to you, you should cease interacting with us. When required under applicable law, we will notify you of any changes to these Terms of Service. Any modifications to these Terms of Service will be effective upon our posting the modified version (or as otherwise indicated at the time of posting). In all cases, your use of the Services after the effective date of any modified Terms of Service indicates your acknowledgment that the modified Terms of Service applies to your interactions with the Services and our business.
By accessing the Services, you confirm that you are at least 16 years old and meet the minimum age of digital consent in your country. If you are old enough to access the Services in your country but not old enough to have the authority to consent to our terms, your parent or guardian must agree to our terms on your behalf. We encourage you to ask your parents or guardian to review these terms with you. If you are a parent or legal guardian and you allow your children to use the Services, these terms also apply to you, and you are responsible for your children’s activity on the Services.
You may not use the Services if you are banned from doing so under the laws of the United States, your place of residence, or any other applicable jurisdiction. By using the Service, you represent and warrant that you meet these requirements.
SandAI tries to make its Services PG-13 and family friendly. However, the Outputs (defined below) generated by our artificial intelligence system are based on user queries and may not always align with our content guidelines. As this is an emerging technology, we cannot guarantee that the Outputs will always be suitable for all users. We encourage users to exercise discretion and judgment when interacting with the Services.
The Services uses artificial intelligence tools and functionalities to process the information you provide, such as text prompts, directions, images, videos, or other content (referred to as “Inputs”). Based on these Inputs, the Services generates and returns outputs, which may include images, videos, sound effects, or other content (referred to as “Outputs”). Together, Inputs and Outputs are collectively known as “Content.” Additionally, the Services may feature a public forum where your Content can be shared in a collaborative and productive environment with other users.
To access the Service, you may be required to create an account with SandAI (“Account”) using your email address or sign in through a third-party account, such as Google or Discord. You agree to provide accurate, complete, and updated information for your Account. You can access, edit, and update your Account via the “Profile” page. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at support@sand.ai if you know or have any reason to suspect that your Account or password have been stolen, misappropriated, or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your Account or banned you from any of our Services, unless we provide written consent otherwise.
To access certain features of the Services, you may need to select and subscribe to one of the plans provided by SandAI (“Plan” or “Plans”). If you choose to subscribe to any of our paid Plans, you agree to pay the applicable fees and taxes in U.S. Dollars. Failure to pay these fees and taxes may result in the termination of your access to the paid Services. You agree that if you purchase a subscription to any of the Services, we may store your payment method and continue billing it to avoid interruption of the Services; and we may calculate taxes payable by you based on the billing information you provide at the time of purchase. We reserve the right to change our subscriptions or adjust pricing for the Plans in any manner and at any time, as determined in our sole discretion. Any price changes or changes to your subscription will take effect following reasonable notice to you. We may, but are not obligated to, provide a free Plan. You may not create more than one account to benefit from the free Plan. If we believe you are not using the free Plan in good faith, we may stop providing you access to the Services. All subscriptions are payable in accordance with the payment terms in effect at the time the subscription becomes payable. Subscriptions will not be processed until payment has been received in full, and any holds on your account by any other payment processor are solely your responsibility.
Your Account is intended for use by a single user only. These Services are designed for your personal and non-commercial use and should not be shared with other individuals unless explicitly permitted by your subscription Plan. For more information on the features and allowances of each Plan, please refer to our pricing page at https://magi.sand.ai/app.
We use Stripe and PayPal as our third-party service providers for payment services through our Services (e.g., card acceptance, merchant settlement, and related services) (“Payment Service Providers”). If you subscribe to any of our paid Plans, you will be required to provide your payment details and any additional information required to complete your order directly to our Payment Service Providers. You agree to be bound by the Terms of Service and Privacy Policy of these Payment Service Providers and hereby consent and authorize SandAI, Stripe, and PayPal to share any information and payment instructions you provide with one or more Payment Service Providers to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Payment Service Providers and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Payment Service Providers use various fraud prevention protocols and industry-standard verification systems to reduce fraud, and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Payment Service Providers may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
You are responsible for providing the mobile device, wireless service plan, software, Internet connections, and any other equipment or services necessary to download, install, and use the mobile App. We do not guarantee that the mobile App can be accessed or used on any particular device or with any specific service plan. Additionally, we do not guarantee that the mobile App will be available in, or that orders for our paid Services can be placed from, any particular geographic location. As part of the Services, and to keep you updated on the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails, or other types of messages directly sent to you in connection with the mobile App (“Push Messages”). You acknowledge that your wireless service provider may charge you fees for data, text messaging, and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings and can opt in or out of these messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the mobile App, including your receipt of Push Messages from SandAI. You are solely responsible for any fees, costs, or expenses incurred to download, install, and/or use the mobile App on your mobile device, including any fees associated with receiving push messages from SandAI.
The following terms and conditions apply specifically to you if you are using the mobile App from Apple Inc.’s (“Apple”) App Store. If there are any conflicts between these terms and other terms in this agreement, the more restrictive or conflicting terms in this section will apply, but only with respect to your use of the mobile App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and SandAI, not Apple. Apple has no responsibility for the mobile App or its content. Your use of the mobile App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation to provide any maintenance or support services for the mobile App. If the mobile App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the mobile App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the mobile App. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be governed by these Terms. You and SandAI acknowledge that Apple is not responsible for addressing any claims you or any third party may have relating to the mobile App or your possession and/or use of the mobile App, including but not limited to (a) any product liability claims; (b) claims that the mobile App fails to conform to any applicable legal or regulatory requirements; or (c) claims arising under consumer protection or similar legislation. You and SandAI acknowledge that, in the event of any third-party claim that the mobile App or your possession and use of the mobile App infringes that third party’s intellectual property rights, SandAI, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third-party terms of agreement when using the mobile App. You and SandAI acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as they relate to your use of the mobile App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.
You agree that if you subscribe to a paid Plan, your subscription will automatically renew at the subscription period frequency referenced on your subscription page (or monthly if not designated). Your payment method will be automatically charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, you must cancel your subscription before the subscription period renewal date. For subscriptions purchased through our website, please contact us at support@sand.ai. Alternatively, you may log into your account, click on your profile name in the top right corner, and navigate to the “Profile” or “Pricing” page to change or cancel your subscription Plan. For subscriptions purchased on the mobile App from Apple’s App Store, please follow the steps listed on https://support.apple.com/en-us/118428 to manage your subscriptions.
Except as expressly set forth in these Terms, payments for any subscriptions to the Services are nonrefundable and there are no credits for partially used periods. Following any cancellation by you, however, you will continue to have access to the paid Services through the end of the subscription period for which payment has already been made.
If we offer you a trial Account for the paid portion of the Services, your trial period begins on the day you create the trial Account and lasts for the duration indicated in your free trial confirmation email (or 7 days if not specified). During the trial period, you can cancel at any time until the last day of the trial by following the cancellation procedures outlined in Section 2.8 above. If you do not cancel your trial Account by the end of the free trial period, and we have notified you that your Account will be converted to a paid subscription, you authorize us to charge your credit card or other designated billing method for continued use of the paid Services. You may cancel your subscription at any time in accordance with Section 2.8 of these Terms. If you cancel your trial Account or decide not to purchase a paid version of the Services at the end of your trial period, your content or data associated with your trial Account will no longer be available to you, and SandAI may delete or remove any such content or data.
We may offer certain promotional codes, referral codes, discount codes, coupon codes, or similar offers (“Promotional Codes”) that may be redeemed for discounts on the Services or features or benefits related to the Services, subject to any additional terms that SandAI establishes. You agree that Promotional Codes (i) must be used in a lawful manner; (ii) must be used for the intended audience and purposes; (iii) may not be duplicated, sold, or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by SandAI; (iv) may be disabled or have additional conditions attached to them by SandAI at any time for any reason without liability to SandAI; (v) may only be used pursuant to the specific terms that SandAI establishes for such Promotional Code; (vi) are not valid for cash or other credits or points; and (vii) may expire prior to your use.
From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.
SandAI reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that SandAI will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. You may need to update third-party software from time to time in order to use our Services.
You are permitted to use the Services solely for your personal, non-commercial use, unless your subscription plan specifically allows for commercial use during designated periods or for specific features. This permission is subject to your compliance with these Terms and our policies, including our Acceptable Use Policy. If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a personal, non-assignable, non-sublicensable, non-transferable, and non-exclusive right and license to access and display such materials solely for the purpose of using the Services as permitted by these Terms. Please note that your access and use of the Services may be interrupted from time to time for various reasons, including equipment malfunctions, periodic updates, maintenance, repairs, or other actions that SandAI may take in its sole discretion.
The rights granted to you in these Terms are subject to your compliance with the restrictions set forth in this Section and our Acceptable Use Policy. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
You agree that you, and not SandAI, are entirely responsible for Content that you upload, post, e-mail, transmit or otherwise Make Available through the Services (collectively, “Your Content”). You represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform, and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
The Services may include various types of content such as information, data, text, software, music, sound, photographs, graphics, videos, messages, tags, and other materials or content that are made available by other users (“User Content”). SandAI does not control or approve this User Content. SandAI makes no representations or warranties regarding User Content and does not endorse it. You acknowledge and agree that your use and interaction with any User Content is entirely at your own risk.
You are entirely responsible for your interactions with other users of the Services and any other parties you interact with through the Services. SandAI reserves the right to intercede in any disputes between you and other users, but it has no obligation to do so. You agree that SandAI will not be liable for any losses or damages resulting from your interactions with other users.
You acknowledge that SandAI is not obligated to pre-screen any Content, including User Content. However, SandAI reserves the right, in its sole discretion, to pre-screen, refuse, or remove any Content. By using the Services, you irrevocably consent to such monitoring activities. You understand and agree that you have no expectation of privacy regarding the transmission of your Content, including chat, text, or voice communications. If SandAI decides to pre-screen, refuse, or remove any Content, it will do so for its own benefit, not yours.
SandAI may monitor or review the Services and Content at any time, but it is not obligated to do so. SandAI has the right, in its sole discretion, to remove any of your Content for any reason, including if such Content violates these Terms or any applicable law. While SandAI does not generally monitor user activity related to the Services or Content, if SandAI becomes aware of any possible violations of these Terms by you, SandAI reserves the right to investigate such violations. SandAI may, at its sole discretion, immediately terminate your license to use the Services or change, alter, or remove your Content, in whole or in part, without prior notice to you.
You acknowledge that SandAI may establish general practices and limits regarding the use of the Service. These may include the maximum period that data or other content will be retained by the Services and the maximum storage space allotted on SandAI’s or its third-party service provider’ servers on your behalf. SandAI reserves the right to terminate accounts (and all of their corresponding Content) that are inactive for an extended period of time. SandAI also reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
The Services, including its “look and feel” (such as text, graphics, images, logos), proprietary content, information, and other materials, is protected by copyright, trademark, and other intellectual property laws. You acknowledge that SandAI and/or its licensors own all rights, title, and interest in and to the Services, including any and all intellectual property rights therein. You agree not to take any actions that would be inconsistent with such ownership interests.
The SandAI Pte. Limited name, “SandAI”, “Magi”, the SandAI and Magi logo, and all related names, logos, product and service names, designs and slogans are trademarks of SandAI or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
To the fullest extent permitted by law, SandAI reserves the right, but not the obligation, to review or monitor Inputs and Outputs using automated and manual tools. SandAI does not claim ownership of any of your Inputs to the Services (“Your Inputs”) or any of the Outputs you create with the Services (“Your Outputs”). As between us and you, to the extent we acquire any rights in any of Your Outputs, we hereby assign to you all right, title, and interest in and to Your Outputs. However, you acknowledge that due to the nature of generative artificial intelligence tools, Your Outputs may not be unique and users of the Services may create their own Output that is similar or the same as Your Output. You hereby waive and release SandAI and any of its users from any claim that another user’s Output is the same as, or reproduces, any of Your Output.
In connection with your use of the Services, you may be able to post, upload, submit, or otherwise make available information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials or content through the Services, including Your Inputs and Your Outputs (“Your Content”). To operate the Service, we need certain license rights in Your Content to ensure that our actions are not considered legal violations. By using the Services or uploading or otherwise making available Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., ensuring content is viewable on smartphones, computers, and other devices) Your Content, but solely as required to operate, improve, promote, and provide the Services. You agree that these rights and licenses are royalty-free, transferable, sublicensable, worldwide, and irrevocable (for as long as Your Content is stored with us). They also include the right for us to make Your Content available to others with whom we have contractual relationships related to the Services, solely for the purpose of providing such Services. We may also disclose Your Content to third parties if we determine that such access is necessary to comply with our legal obligations. As part of this license grant, you agree that other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify, or include a copy of Your Content as part of their own use of the Services. However, this does not apply to any of Your Content that you post privately for non-public display on the platform used to provide the Services. To the fullest extent permitted by applicable law, SandAI reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice. By making Your Content available through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights needed to make available (and allow us to use) Your Content in connection with the Services. You also represent and warrant that your submission of a Your Input in connection with your use of the Services, including to generate Your Output, will not breach any law or any third party’s terms and conditions associated with Your Input.
You represent and warrant that you will not monetize, make commercial use of, or otherwise use for any commercial purposes any of Your Outputs created with the Services during any period when you did not have a subscription plan that explicitly permits such commercial use.
You acknowledge that, unless otherwise agreed between you and SandAI, Inputs, Outputs, and user interactions with the Services may be used by SandAI to train, enhance, evolve, and improve its machine learning models, artificial intelligence models, algorithms, and related technology, products, and services (including for labeling, classification, content moderation, and model training purposes) (collectively, “Models”). As such, you hereby grant to SandAI a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid, transferable, sublicensable right and license to use any Inputs and Outputs made available by you or otherwise generated in connection with your use of the Services at any point, in connection with the purposes described above. You acknowledge and agree that, notwithstanding the automated suggestions provided by the Services, you remain solely responsible for the content, legality, accuracy, and completeness of the Outputs, and any use thereof.
Subject to the terms set forth herein, when you Make Available Your Content on any forums, comments, or other areas of the Services, or when you “like” content posted by other users on the Services, you hereby grant SandAI the express permission to identify you by your username (which may be a pseudonym) as the contributor of your content in any publication, in any form, medium, or technology, whether now known or later developed, in connection with your content.
SandAI does not accept unsolicited materials or ideas for its content, features, or products. SandAI is not responsible for any similarity between its content, features, or products and any materials or ideas transmitted to SandAI. If you choose to send any unsolicited materials or ideas, you acknowledge that no additional consideration of any kind will be provided to you. You also waive any claim against SandAI and its affiliates regarding the use of such materials and ideas, even if SandAI uses a material or idea that is substantially similar to the one you submitted.
We welcome your feedback, comments, and suggestions for improvements to the Services (“Feedback”). You acknowledge and agree that by providing Feedback, you do not and will not acquire any right, title, or interest in the Services or in the Feedback itself. All Feedback becomes the sole and exclusive property of SandAI. SandAI may use and disclose Feedback in any manner and for any purpose without further notice or compensation to you, and without you retaining any proprietary or other rights or claims. You hereby assign to SandAI any and all rights, titles, and interests (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any other intellectual property rights) that you may have in and to any and all Feedback.
The Services may display, include, or make available content, data, information, applications, or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that SandAI is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third Party Materials or websites. You use all links to third-party websites at your own risk. SandAI does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials, or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely for your convenience.
The Services may provide tools that allow you to export information, including Your Content, to third-party websites. This can be done through features that enable you to link your Account with a third-party website or account, or through the implementation of third-party buttons (such as “like” or “share” buttons). By using these tools, you agree that SandAI may transfer the relevant information to the applicable third-party website. SandAI is not responsible for how third-party services use your exported information.
The Services may contain information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials or content Made Available through the Services by other users (“User Content”). SandAI is not responsible for and does not control such User Content. SandAI does not approve or endorse, or make any representations or warranties with respect to, User Content. You agree that your use and interaction with all other User Content is at your own risk.
If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
Notices of copyright infringement claims should be sent by mail to: SandAI, Attn: DMCA Compliance Officer, 8 EU TONG SEN STREET, #22-85 THE CENTRAL, SINGAPORE; or by e-mail to support@sand.ai with the title “DMCA Takedown Request”.
A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
SandAI reserves the right to: (a) remove or refuse to post any of your Content in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for SandAI; (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 Services; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of the Terms.
If SandAI becomes aware of any possible violations by you of these Terms, SandAI reserves the right to investigate such violations. If, as a result of the investigation, SandAI believes that criminal activity has occurred, SandAI reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. SandAI is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in SandAI’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of SandAI, its users or the public, and all enforcement or other government officials, as SandAI in its sole discretion believes to be necessary or appropriate.
Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, SandAI, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “SandAI Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The SandAI Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services, including with respect to the results or output obtained from the use of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the SandAI Entities or through the Services, will create any warranty or representation not expressly made herein.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 8.2 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
THE SANDAI ENTITIES DO NOT REPRESENT OR WARRANT THAT YOU ARE THE LEGAL OWNER OF ANY OUTPUT, OR THAT ANY INPUT OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT ANY OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. YOU ACKNOWLEDGE THAT THE SERVICES LEVERAGES THIRD-PARTY SERVICES AND THAT SANDAI IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SANDAI LIABLE, FOR THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY SERVICES RESTS ENTIRELY WITH YOU. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND ANY OUTPUT RESULTING THEREFROM. YOU SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR YOUR SPECIFIC USE CASE.
THE SANDAI ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.
YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE SANDAI ENTITIES WILL BE RESPONSIBLE FOR.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE SANDAI ENTITIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE SANDAI ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE SANDAI ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE SANDAI ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES.
TO THE EXTENT NOT PROHIBITED BY LAW, THE SANDAI ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT PAID TO SANDAI BY YOU IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO SUCH LIABILITY; (II) $100; OR (III) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.
THE FOREGOING LIMITATIONS IN THIS SECTION 8.2 WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SANDAI.
By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the SandAI Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the SandAI Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content, or (e) your negligence or willful misconduct. If you are obligated to indemnify any SandAI Entity hereunder, then you agree that SandAI (or, at its discretion, the applicable SandAI Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether SandAI wishes to settle, and if so, on what terms, and you agree to fully cooperate with SandAI in the defense or settlement of such claim.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
You and SandAI agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and SandAI agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to SandAI’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and SandAI agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with SandAI, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and SandAI are each waiving the right to trial by jury or to participate in a class action or class arbitration.
Notwithstanding the foregoing, you and SandAI agree that the following types of disputes will be resolved in a court of proper jurisdiction:
Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, SandAI will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).
Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse SandAI for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by SandAI before the arbitrator was appointed, SandAI will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to support@sand.ai with the title “Arbitration Opt-Out” or “Arbitration Only Opt-Out”. The notice must be sent to SandAI within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, SandAI also will not be bound by them.
WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and SandAI each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and SandAI AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and SandAI EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and SandAI agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.
IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
The Services may be accessed from countries around the world and may include references to services, content, or features that are not available in your country. These references do not imply that SandAI intends to announce or offer such services or content in your country. The Services is controlled and offered by SandAI from its facilities in the United States of America. SandAI does not represent that the Services is appropriate or available for use in locations other than the United States. If you access or use the Services from other countries, you do so at your own risk and are responsible for complying with local laws. Any software available in connection with the Services, and the transmission of applicable data, is subject to United States export controls. You may not download software from the Services or otherwise export or re-export it in violation of U.S. export laws. You assume sole responsibility and risk for downloading, accessing, or using the software or the Services.
We reserve the right to modify these Terms from time to time. When we do so, we will update the “Last Updated” date at the top of these Terms. If we make material changes, we will make reasonable efforts to notify you, such as by email and/or by placing a prominent notice on the first page of the website. However, it is your sole responsibility to periodically review these Terms to stay informed of any changes. The updated Terms will be effective upon posting, or as of a later date specified in the updated Terms. Your continued use of the Services after the changes take effect constitutes your acceptance of the modified Terms. Any amendments will not apply to disputes for which arbitration has been initiated prior to the change in the Terms.
You agree that SandAI, in its sole discretion, may suspend or terminate your account (or any part thereof) or your use of the Services, and remove and discard any content (including your Content) within the Services, for any reason, including but not limited to lack of use or if SandAI believes you have violated or acted inconsistently with the letter or spirit of these Terms and/or our Acceptable Use Policy. Any suspected fraudulent, abusive, or illegal activity may be grounds for termination of your use of the Services and may be referred to appropriate law enforcement authorities. SandAI may, in its sole discretion and at any time, discontinue or suspend the Services or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms may be effected without prior notice. You acknowledge and agree that SandAI may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. You further agree that SandAI will not be liable to you or any third party for any termination of your access to the Services. If SandAI deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, SandAI may, but is not obligated to, delete any of your Content. SandAI shall not be responsible for the failure to delete or deletion of your Content. All sections of these Terms that by their nature should survive termination shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by SandAI or you. Termination will not limit any of SandAI’s other rights or remedies at law or in equity.
It is the express wish of the parties that these Terms and all related policies have been drawn up in English.
You agree that a breach of these Terms will cause irreparable injury to SandAI for which monetary damages would not be an adequate remedy and SandAI shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
If any provision of these Terms is found to be unlawful, void, or unenforceable for any reason, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions. These Terms and the licenses granted hereunder may be assigned by SandAI, but you may not assign them without the prior express written consent of SandAI. No waiver by either party of any breach or default hereunder will be deemed a waiver of any preceding or subsequent breach or default. The section headings used in these Terms are for reference only and will not be read to have any legal effect. The Services are operated by us in the United States. If you choose to access the Services from locations outside the United States, you do so at your own initiative and are responsible for complying with applicable local laws. These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. The proper venue for any disputes arising out of or relating to these Terms will be the arbitration venue set forth in Section 9. If arbitration does not apply, then the state and federal courts located in Santa Clara County, California, will have jurisdiction.
You may contact us regarding the Services or these Terms at: 8 EU TONG SEN STREET, #22-85 THE CENTRAL, SINGAPORE (059818) or by e-mail at support@sand.ai.