Welcome and thank you for your interest in the AppDirect AI Marketplace and Creation Studio (the "AI Marketplace"), provided by AppDirect, Inc. ("AppDirect"). The AI Marketplace allows you to create, use, and share AI bots.

These AppDirect AI Marketplace Terms of Use (the "Terms") are a contract between you and AppDirect. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent, warrant, and covenant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

If you are an enterprise and require a Data Protection Addendum (DPA), please contact us at privacy@appdirect.com.

You must be 18 years old or older to use the AI Marketplace. The AI Marketplace is not available to any users previously removed from the marketplace by AppDirect.

You may be required to register for an account to use the AI Marketplace. You must provide accurate and complete information to register for an account. You may not share your account credentials or make your account available to anyone else and you are responsible for all activities that occur under your account. You must keep your account password (where applicable) and authentication codes secure. Where applicable, we encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account. You must notify AppDirect immediately of any breach of security or unauthorized use of your account. AppDirect will not be liable for any losses caused by any unauthorized use of your account.

Subject to your compliance with these Terms, you may access and use the AI Marketplace to create, use, and share AI bots. When using the AI Marketplace, you must comply with all applicable laws, our Usage Policies, as well as any other documentation, guidelines, or policies we make available to you.

You may not:

• Input or use the AI Marketplace to collect any sensitive personal information, such as health information (including "protected health information" as defined in 45 C.F.R. §160.103), social security numbers, financial information, payment card numbers, driver's license numbers, and passport numbers, unless otherwise permitted by these Terms or we have consented to the collection of the information in writing;
• Use the AI Marketplace to provide medical, legal, or tax advice;
• Use the AI Marketplace for any illegal, harmful, or abusive activity; Use the AI Marketplace in a way that infringes, misappropriates, or violates anyone's rights, including intellectual property rights and rights of publicity;
• Use the AI Marketplace to impersonate any person or entity, or misrepresent your affiliation with a person or entity;
• Use Content that you do not have a right to submit to the AI Marketplace or to an AI bot;
• Submit Content or create an AI bot that contains software viruses, or any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• Submit Content or create an AI bot that poses a privacy or security risk to any person;
• Interfere with or disrupt the AI Marketplace or networks connected to the AI Marketplace;
• Take any action on the AI Marketplace that is threatening, abusive, harassing, tortious, bullying, excessively violent, defamatory, libelous, or verifiably false;
• Submit Content or create an AI bot that is obscene or pornographic;
• Modify, copy, lease, sell or distribute the AI Marketplace;
• Attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of the AI Marketplace, including models, algorithms, or systems;
• Automatically or programmatically extract data or Output (defined below);
• Represent that Output was human generated when it was not;
• Interfere with, overburden, or disrupt the AI Marketplace, including circumventing any rate limits or restrictions or bypass any protective measures or safety mitigations we put on the AI Marketplace;
• Use Output to develop services that compete with AppDirect; or
• Otherwise use or interact with the AI Marketplace in a way that, in the sole judgment of AppDirect, is objectionable or that restricts or inhibits any other person from using or enjoying the AI Marketplace, or which may expose AppDirect or its users to any harm or liability.

We reserve the right to investigate and take appropriate action against anyone who we conclude, in our sole discretion, has violated the provisions above. That action may include suspending or terminating your account and reporting you to law enforcement.

The AI Marketplace may allow you to provide input to a bot ("Input"), and receive output based on that Input ("Output"). Input and Output are collectively "Content." You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms, and represent and warrant that you own all right, title, and interest in the Input or that you have received all necessary permissions to submit the Input to the AI Marketplace. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to the AI Marketplace. You agree not to submit any Content that infringes the intellectual property or other proprietary rights of any other party and/or that you do not have a right to submit.

Content Ownership. As between you and AppDirect, you (a) retain whatever ownership rights in that Content you had to begin with and (b) own the Output, subject to any agreements you have with third parties.

AppDirect's Use of Content. We may use Content to provide, maintain, develop, and improve the AI Marketplace, comply with applicable law, enforce our terms and policies, and keep the AI Marketplace safe. AppDirect will not use your Content to train its artificial intelligence models without your consent. However, certain providers of the third-party large language models we offer may use your data to train their models. When you use those third-party large-language models or an AI Bot that uses those models, you consent to the model provider's use of your Content for model training and other uses as described in their terms of service and privacy policy. We encourage you to review these providers' terms of service and privacy policies before using their large language models (and any AI Bot that uses such models).

Limitations of Artificial Intelligence. Artificial intelligence is still a developing field. Accordingly, you acknowledge and agree that:

• Output may not be unique, and the AI Marketplace may provide similar output to other users;
• The results you receive from the AI Marketplace may not always be accurate, so you should not rely solely on those results, or use results as a substitute for professional advice;
• You must evaluate Output for accuracy and appropriateness for your desired use (including reviewing the Output by a human as appropriate) before using or sharing Output;
• You may not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them;
• Output does not represent AppDirect's views and does not constitute an endorsement of any third party product or service.

AI Bot Content. The information or content that you upload to or include with your AI bot (for example the bot name, instructions, and description) ("Bot Content") is your Content. As between you and AppDirect, you are solely responsible for your Bot Content and configurations that you use or enable to create your AI bot as well as any Output that is based on your Bot Content and configurations. You must ensure your AI bot complies with these Terms and any applicable policies.

Distribution and Promotion of AI bots. By sharing your AI bot with others, you grant a nonexclusive, worldwide, irrevocable, royalty-free license (i) to AppDirect to use, test, store, copy, translate, display, modify, distribute, promote, and otherwise make available to other users all or any part of your AI bot (including Bot Content), subject to any access controls you have set when configuring your AI bot; and (ii) to the extent Output from your AI bot includes your Bot Content, to users of your AI bot to use, store, copy, display, distribute, prepare derivative works of and otherwise use your Bot Content. You will ensure that all information that you publish about your AI bot is, at all times, complete, accurate, and not misleading.

Disclosures. Where your AI bot uses a third party large language model whose developer uses Content for its own model training, you are responsible for providing any disclosures and obtaining any consent from your bot users for such training, as required by applicable law. You are also responsible for any required disclosures and consents prior to permitting your bot user to use your AI Bot to take Actions (defined below).

Actions. The AI Marketplace may permit you to enable features allowing your AI bot to access external websites or take certain actions off of the AI Marketplace ("Actions"). You are entirely responsible for your AI bot's Actions, and for ensuring you have all rights and permissions for your AI bot to access such websites or take such actions.

Removal. We may reject or remove any AI bot from the AI Marketplace at any time for any reason without notice to you, such as for legal or security reasons or if your AI bot violates our Terms or Usage Policies.

Third Party AI bots. Except where AppDirect is identified as the builder of an AI bot, AI bots are created by other users, and they may rely on content or third party applications, including third party large language models, that are not controlled by AppDirect. AI bots may also take Actions on websites or other properties not controlled by AppDirect. The presence of an AI bot on the AI Marketplace does not imply that AppDirect created, supports or endorses the AI bot. Only use AI bots that you know and trust. Under no circumstances will AppDirect be liable for any AI bots created by other users, the AI models that those AI bots employ, any Actions, or any Content. This includes, but is not limited to, infringement of intellectual property rights, errors or omissions in any content, use of your Content for third party model training, and any loss or damage of any kind incurred as a result of the use of any such content.

Abuse Reporting. You can report AI bots that violate our Usage Policies by contacting us at privacy@appdirect.com.

Changes and Removal. AppDirect and creators of AI bots can remove the bots at any time for any reason without prior notice.

You are solely responsible for your interactions with other users and their AI bots. We reserve the right, but have no obligation, to monitor disputes between you and other users. AppDirect shall have no liability for your interactions with other users, or for any user's action or inaction.

For more information about how we use collect, use, and disclose personal information provided to the AI Marketplace, please see the AppDirect AI Marketplace Privacy Policy.

You acknowledge and agree that we may disclose your information, Content, and/or metadata if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of AppDirect, its users and the public.

Some or all of the AI Marketplace may require a paid subscription to access. If you choose to use those services, you will provide complete and accurate billing information, including a valid payment method. By enrolling in a subscription, you authorize us to charge your payment method on a recurring basis for the applicable charge and any and all taxes or possible transaction fees, and any other charges incurred in connection with your subscription. Your credit card will be automatically charged the applicable charge on the applicable renewal processing date unless you cancel before that date.

Cancellation. You can cancel your paid subscription at any time by going into your AI Marketplace account. Payments are non-refundable, except where required by law. These Terms do not override any mandatory local laws regarding your cancellation rights.

Changes. The price or term for your subscription may change from time to time. If the price and term for your subscription changes, we will communicate any price or term changes to you in advance and, if applicable, how to accept those changes. Price or term changes will apply to the next subscription term following the date of the price or term change. If you do not agree with the price or term change, you have the right to reject the change by cancelling your subscription prior to the price or term change going into effect. Please make sure you read any such notification of price or term changes carefully.

AppDirect and its affiliates own all rights, title, and interest in and to the AI Marketplace.

You acknowledge and agree that the AI Marketplace may contain content or features protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. In connection with your use of the AI Marketplace you will not engage in or use any data mining, robots, scraping or similar automated data gathering or extraction methods. If you are blocked by us from accessing the AI Marketplace (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the AI Marketplace or content on the marketplace other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by us.

The AppDirect name and logos are trademarks of AppDirect AI (collectively the "AppDirect Trademarks"). Other trademarks used and displayed via the AI Marketplace may be trademarks of their respective owners who may or may not endorse or be affiliated with or connected to AppDirect. Nothing in these Terms or the AI Marketplace should be construed as granting any license or right to use any AppDirect Trademarks without our prior written permission in each instance. All goodwill generated from the use of AppDirect Trademarks will inure to our exclusive benefit.

AI Marketplace respects the intellectual property of others, and we ask our users to do the same. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have otherwise been violated, please notify of your infringement claim in accordance with the procedure set forth below.

AppDirect will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. For your complaint to be valid under the DMCA, you must provide the following information in writing:

The above information must be submitted to the following DMCA Agent:

Email: privacy@appdirect.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please note that this procedure is exclusively for notifying AppDirect and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with AppDirect's rights and obligations under the DMCA, including 17 U.S.C. §512I, but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, AppDirect has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. AppDirect may also at its sole discretion limit access to the AI Marketplace and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

To report other potential intellectual property infringement, please contact us at privacy@appdirect.com.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the AI Marketplace provided by you to AppDirect are non-confidential, and that we are entitled to use and disseminate them for any purpose, without acknowledgment of or compensation to you.

The AI Marketplace may contain links to third-party materials that are not owned or controlled by AppDirect.AppDirect does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the AI Marketplace or share content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Privacy Policy do not apply to your use of such sites. You expressly relieve AppDirect from any and all liability arising from your use of any third-party website, service, or content, including without limitation content submitted by other users.

You are free to stop using the AI Marketplace at any time. We reserve the right to suspend or terminate your access to the AI Marketplace without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms or our Usage Policies, or for no reason.

We may modify the AI Marketplace at any time, in our discretion. We may suspend or discontinue the AI Marketplace, or we may introduce new features, impose limits, or restrict access to parts or all of the AI Marketplace. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we make material changes to these Terms, we will update the "last modified" date at the top of this page and notify you that material changes have been made to the Terms, as required by law. Your continued use of the AI Marketplace after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms, do not use or access (or continue to access) the AI Marketplace.

THE AI MARKETPLACE IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE AI MARKETPLACE, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE AI MARKETPLACE WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM THE AI MARKETPLACE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

To the extent permitted by law, you will indemnify, release, and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys' fees) from third party claims arising out of or relating to your use of the AI Marketplace, any AI bots, or Content, or any violation of these Terms.

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE AI MARKETPLACE; (II) YOUR ACCESS, USE, CREATION OF, OR INTERACTION WITH ANY AI BOT OR CONTENT; (III) YOUR SHARING WITH ANY THIRD PARTY OF ANY AI BOT OR CONTENT; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY (INCLUDING USERS) ON THE AI MARKETPLACE; (VI) THIRD PARTY LARGE LANGUAGE MODELS USED IN AI BOTS; OR (VII) ANY OTHER MATTER RELATING TO THE AI MARKETPLACE. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence. APPDIRECT'S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

Assignment. You may not assign these Terms or any of your rights or obligations hereunder without the prior written consent of AppDirect. AppDirect may assign its rights and duties under these Terms to any third party at any time without notice to you. Any purported assignment in contravention of this Section shall be null and void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Severability, Waiver. If, for whatever reason, a court of competent jurisdiction finally determines that any provision of these Terms is invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent legally permissible and such invalidity, illegality, or unenforceability shall not affect any of the remaining provisions of these Terms. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

Trade Controls.You must comply with all applicable trade laws, including sanctions and export control laws. The AI Marketplace and AI bots may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. The AI Marketplace may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

Entire Agreement. These Terms contain the entire agreement between you and AppDirect regarding the AI Marketplace and supersede any prior or contemporaneous agreements between you and AppDirect regarding the AI Marketplace.

Governing Law & Venue. California law will govern these Terms without regard to its conflict of laws principles. All claims arising out of or relating to these Terms, the AI Marketplace, or an AI bot will be brought exclusively in the federal or state courts located in San Francisco, California.

If you have any questions about the AI Marketplace, or to report any violations of these Terms, please contact us at privacy@appdirect.com