Terms of Service

Last Updated on July 2, 2024

These Terms of Service ("Terms") govern your use of the services provided by Humanitas Technologies, Inc. and its affiliates and subsidiaries ("we", "us", "our", or "Company"), including without limitation our website, mobile or web applications, or other digital products that link to or reference these Terms (collectively, the "Services"). These Terms are a binding legal agreement between you or the entity you represent ("you") and Company. In these Terms, "you" and "your" refer to you, a user of the Services. A "user" is you or anyone who accesses, browses, or in any way uses the Services.

Please be aware that these Terms include, among other things, a binding arbitration provision that requires you to submit to binding and final arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. Please see Section 13, below.

These Terms refer to our privacy policy ("Privacy Policy") available at https://casey.humanitas.ai/privacy, which is hereby incorporated by reference, and also applies to your use of the Services. You hereby agree and consent to our processing of your information in accordance with the Privacy Policy.

Please read these Terms carefully, as they may have changed. These Terms are to ensure that you will use the Services only in the ways in which we intend for it to be used. Though your access and use of the Services is governed by the Terms effective at the time, please note that we may revise and update these Terms from time to time in our discretion. If we make changes to these Terms, we will notify you by email or by posting a notice on our website prior to the effective date of the changes. You acknowledge and agree that your continued access or use of the Services constitutes your acceptance of the changed Terms. By accessing or using the Services:

1. Accessing the Services

We grant you permission to access and use the Services subject to the restrictions set out in these Terms. It is a condition of your use of the Services that the information you provide is correct, current, and complete. Your use of the Services is at your own risk, including the risk that you may be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. You are responsible for making all arrangements necessary for you to have access to the Services. We may close your account, suspend your ability to use certain portions of the Services, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind. You are responsible for ensuring your access to the Services, and maintaining all equipment necessary to access the Services.

2. Account Registration and Account Security

Some or all of the Services and certain features or functionalities, may require you to register an account with us. When you do, we may ask you to provide certain registration details or other information about yourself. All such information is subject to our Privacy Policy. You are responsible for maintaining accurate account information at all times, including a valid email address and billing information and updating such information as necessary.

Once you have an account, you are responsible for all activities that occur in connection with your account. You will treat account access credentials as confidential and will not disclose it to any third-party. You agree to immediately notify us if you have any reason to believe that your account credentials have been compromised or if there is any unauthorized use of your account or password, or any other breach of security. We ask that you use particular caution when accessing your profile from a public or shared computer, or when using your account in a public space, such as a park or cafe or public library, so that others are not able to view or record your access credentials or other personal information.

You may not impersonate someone else to create an account, create or use an account for anyone other than yourself, permit anyone else to use your account, or provide personal information for purposes of account registration other than your own. In order to ensure we can protect and properly administer the Services and our community of users, we have the right to disable or close any user account at any time and for any reason or for no reason.

3. Prohibited Uses; Rights

You may use the Services only for lawful purposes and in accordance with these Terms. We are under no obligation to enforce the Terms on your behalf against another user. We encourage you to let us know if you believe another user has violated the Terms or otherwise engaged in prohibited or illegal conduct.

You agree not to, and will not assist, encourage, or enable others to use the Services:

Additionally, you agree not to, and will not assist, encourage, or enable others to:

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing thirty (30) days’ prior written notice to us at [email protected], together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.

We reserve the right to suspend your access to the Services for any reason or no reason, including without limitation in the event (a) we believe your use of the Services represents an imminent threat to our users or network, (b) of your breach or violation of any laws or regulations applicable to your use of the Services or your uncured material breach of these Terms, or (c) if so directed by a court or competent authority. Without limiting the foregoing, we reserve the right to manage bandwidth or route traffic across the Internet in a commercially optimal way.

We shall have the right to (i) remove or limit distribution of Your Content (defined below) that we deem reasonably necessary or appropriate if we conclude that any of Your Content violates these terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of any individual or could create liability for us; (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal use of the Services; and (iii) terminate or suspend your access to all or part of the Services for any violation of these Terms. Notwithstanding the foregoing, we are not obligated to review Your Content before it is posted via the Services, and we cannot ensure prompt removal of objectionable Your Content after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any you, user or third party. We disclaim all liability or responsibility for exercise or non-exercise of its rights under this Section.

4. Ownership of Company Content; Third Party Content; No Professional Advice

We own the Services and all of our trademarks, logos, branding ("Company Content"), including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Company Content and the Services (collectively, "Company IP"). Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Company IP are retained by us.

We are not responsible or liable to any third-party for the content or accuracy of any materials posted by you or any other user of the Services. You understand that when using the Services, you will be exposed to text, images, photos, audio, video, location data, and all other forms of data or communication ("Content") from a variety of sources, including without limitation Output (as defined below) and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. We do not endorse any Content made available through the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with such Content.

5. Your Content

You understand and acknowledge that you alone are responsible for content that you submit or transmit to, through, or in connection with the Services or that you publicly display or displayed in your account profile (collectively, "Your Content"), and you, not us, assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, reliability, appropriateness, or any disclosure by you of information in Your Content that makes you or anyone else personally identifiable. You represent that you own or have the necessary rights, consents, and permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by us. You represent and warrant that Your Content does not violate these Terms.

a. Copyright Infringement and Digital Millennium Copyright Act.

We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the "Copyright Agent":

All notices of copyright infringement claims should go to our Copyright Agent at [email protected].

b. Our Right to Use Your Content

You hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content to provide the Services. Pursuant to this grant, you agree that we may use Your Content in a number of different ways, including by reformatting it, incorporating it, creating derivative works from it, and modifying it. We are not and shall not be under any obligation, except as otherwise expressly set forth in these Terms or our other policies, (1) to pay you any compensation for Your Content; (2) to credit or acknowledge you for Your Content; (3) to respond to Your Content; or (4) to exercise any of the rights granted herein with respect to Your Content.

c. Anonymous and Aggregate Data

We may use Your Content to create anonymized, de-identified, and aggregated data sets in a manner that does not permit identification of you (collectively, the "Anonymized Aggregate Data"). We may use Anonymized Aggregate Data for our lawful business purposes, including to improve, provide, and enhance the Services, including for our customers (who may be your employer), and for other development, diagnostic, and corrective purposes in connection with the Services and any other Humanitas offerings.

6. Artificial Intelligence Tools

The Services may leverage third party large language models and artificial intelligence algorithms and platforms ("Third-Party Models") to generate suggested content and information through the Services (collectively, the "Output") in response to your prompts ("Prompts"). We do not make any representations with respect to Third-Party Models or any Output provided in connection therewith. Such Third-Party Models are not under our control and do not form part of the Services. We are not responsible for any Third-Party Models or Output generated thereby and your uses such Third-Party Models and Output at its own risk. Without limiting the foregoing, you acknowledge and agree to our use of the following Third-Party Models: Microsoft Azure, Google Gemini, OpenAI, and Anthropic, and hereby consent and authorize us to share any Your Content with one or more Third-Party Model providers to the extent required to complete your request.

a. Ownership of Output

Each of the Prompts and Output are considered "Your Content" for the purposes of these Terms. You are the owner of Your Content, and we hereby assign to you all right, title and interest it may have, if any, in and to any Output. You acknowledge and agree that such Prompts may be provided to Third-Party Models in connection with Your use of the Services under the terms and conditions or policies governing the Third-Party Models.

b. Responsible Use of AI Output; Disclaimers; Release

You are responsible for reviewing any Output prior to your use and exercising your own business and legal judgment as to its suitability for use. You acknowledge and agree that, notwithstanding the automated suggestions provided by the Services, you remain solely responsible for any actions, decisions or other reliance by you on the Output and any information contained therein, and any use thereof. You shall evaluate the fitness of any Output as appropriate for your specific use case.

HUMANITAS MAKES NO WARRANTY OR GUARANTY THAT THE OUTPUT WILL PROVIDE ACCURATE, TAILORED OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. HUMANITAS DOES NOT REPRESENT OR WARRANT THAT THE PROMPTS OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. YOU ACKNOWLEDGE THAT THE SERVICES LEVERAGE THIRD-PARTY MODELS AND THAT HUMANITAS IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD HUMANITAS LIABLE, FOR THIRD-PARTY MODELS OR ANY OUTPUT THEREOF.

ALL INFORMATION AND CONTENT GENERATED BY THE SERVICES INCLUDING WITHOUT LIMITATION ANY OUTPUT IS FOR UNOFFICIAL INFORMATIONAL PURPOSES ONLY, AND WE DO NOT GUARANTEE THE ACCURACY, LEGALITY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY SUCH INFORMATION OR OUTPUT. YOU UNDERSTAND THAT OUTPUT OR ANY INFORMATION CONTAINED THEREIN OR USE OF OUR SERVICES DOES NOT CONSTITUTE PROFESSIONAL, FINANCIAL, TAX, COMPLIANCE OR LEGAL ADVICE IN ANY FORM. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE OUTPUT'S OR SERVICE'S ACCURACY, RELIABILITY, LEGALITY OR APPLICABILITY. YOU SHOULD SEEK INDEPENDENT PROFESSIONAL, FINANCIAL AND LEGAL ADVICE AS APPLICABLE TO YOUR SITUATION.

YOU HEREBY RELEASE, WAIVE AND FOREVER DISCHARGE HUMANITAS AND ALL PERSONS ACTING UNDER ITS PERMISSION AND AUTHORITY FROM ANY LIABILITY, LOSSES, COSTS, DAMAGES, AND CAUSES OF ACTION WHATSOEVER ARISING IN CONNECTION WITH YOUR USE OF ANY OUTPUT OR INFORMATION CONTAINED THEREIN. IF YOU ARE A RESIDENT OF CALIFORNIA THEN YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS.

7. Links to other Sites

You acknowledge that there may be other websites and resources linked to through Services, and these links are provided only for the convenience of our users. We have no control over the contents of those websites or resources, and we do not have responsibility for such websites or resources or the contents therein, and we assume no liability for loss or damage that may arise from your use of these websites or resources. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

8. No Guarantee of Service

Although we hope to make the Services available at all times in the future, there may be times when we need to disable the Services either temporarily or permanently. The Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability. We will not be liable if all or any part of the Services is unavailable at any time, for any period of time. Also, from time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users. We cannot and do not make any representations or warranties with respect to the devices you use to access or use the Services, including with respect to device compatibility.

9. Warranty; Disclaimer of Warranties

You represent and warrant that: (a) all information you provide in connection with the Services is accurate, complete, and truthful and not likely to deceive reasonable users; (b) you will not infringe the rights of others; (c) you will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions, and asset disclosures for your project; (d) to the extent you share with us any personal data of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any necessary consents), as required under applicable law, to provide us with such personal data and allow us to use such personal data for the purposes for which you shared it with us.

WE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU FURTHER WAIVE AND HOLD HARMLESS HUMANITAS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT AUTHORITIES.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, (1) CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THESE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY" AND (2) NEW JERSEY RESIDENTS MUST, AS A CONDITION OF THESE TERMS, WAIVE THE APPLICABILITY OF THE TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT (X) SECTION 15, WHICH STATES, AMONG OTHER THINGS, THAT "NO SELLERS...SHALL IN THE COURSE OF HIS BUSINESS OFFER TO ANY CONSUMER OR PROSPECTIVE CONSUMER OR ENTER INTO ANY WRITTEN CONSUMER CONTRACT OR GIVE OR DISPLAY ANY WRITTEN CONSUMER WARRANTY, NOTICE OR SIGN...WHICH INCLUDES ANY PROVISION THAT VIOLATES ANY CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER OR RESPONSIBILITY OF A SELLER..." AND (X) SECTION 16, WHICH STATES, AMONG OTHER THINGS, THAT "...NO CONSUMER CONTRACT, NOTICE OR SIGN SHALL STATE THAT ANY OF ITS PROVISIONS IS OR MAY BE VOID, UNENFORCEABLE OR INAPPLICABLE IN SOME JURISDICTIONS WITHOUT SPECIFYING WHICH PROVISIONS ARE OR ARE NOT VOID, UNENFORCEABLE OR INAPPLICABLE WITHIN THE STATE OF NEW JERSEY...". YOU HEREBY WAIVE, AS APPLICABLE, THESE SECTIONS OF THE CALIFORNIA CIVIL CODE AND NEW JERSEY TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS.

10. Limit of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SERVICES. COMPANY'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO FEES ACTUALLY PAID BY YOU IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED U.S. DOLLARS ($100). THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

11. Indemnification

You shall indemnify and hold harmless Humanitas, our affiliates and licensors and our respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) resulting from (i) your violation of these Terms, (ii) your violation of applicable laws, (iii) Your Content, (iv) or your use of the Services not in accordance with these Terms.

12. Governing Law

These Terms shall be governed by the laws of the State of California, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California.

13. Arbitration and Class Action Waiver

a. Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless you and Company agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

b. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS YOU AND HUMANITAS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

14. General Terms

These Terms constitute the sole and entire agreement between you and Humanitas with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. No waiver of these Terms by us shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties' intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except without our prior written consent. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect.

15. Contact

All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: [email protected]. By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third-parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development that is owned by us, and (iv) you hereby assign us all right, title, and interest in and to such Feedback, and, to the extent applicable, you irrevocably waive, and cause to be waived, against us and our users any claims and assertions of any moral rights contained in such Feedback.