Ember Terms of Use

Oriscen, Inc. (“Oriscen,” “we,” “us,” “our,”) provides Ember as an artificial intelligence (“AI”)-powered social agent that operates by telephone, by text message through your phone’s native messaging apps, and through your web browser. Ember conducts a consented interview about a lived experience and writes it up as a private, first-person story page for you, and offers a personal chatbot service that shares anonymized peer experiences from users with similar life circumstances via controlled asynchronous platform interactions.

By messaging Ember or using the Ember website/mobile application and any of the information offered through the Ember platform (“Services”), you agree to be bound by these Terms of Use (“Agreement”). The success of the Services, however, depends on the adherence to the terms of this Agreement by you and other users (collectively, “you,” “your,” or “Users”). While we will do our best to enforce the terms of this Agreement, we cannot warrant or represent that other Users will in fact adhere to this Agreement, and we cannot act as insurers or accept any liability for their failure to do so.

By accessing or using the Services in any way, you hereby represent that:

• You have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at this webpage or through the Services;
• You must be at least 18 years old or the minimum age required to consent to use the Services in your jurisdiction, whichever is higher;
• You have the authority to enter into the Agreement personally. Except as otherwise provided herein, if you do not agree to be bound by the Agreement, you may not access or use the Services; and
• You will comply with all applicable laws, including those of the country, state, and city in which you are present while using the Services.

1. Registration. To access our Services, we may ask you to create an account by messaging Ember. Your account information should be correct, complete and up-to-date, and you allow us to use it to communicate with you regarding the Services. You may not share your account credentials or make your account available to any third party and you are responsible for all activities under your account.
2. Access. By entering into this Agreement, you will be granted a revocable license to access the Services. Your access privileges, however, are conditioned on your adherence to the terms of this Agreement. We reserve the right to temporarily deny you access to the Services or permanently terminate your access privileges at any time if, in our sole discretion, you have failed to abide by the terms of this Agreement or appear to us likely to do so (e.g., you are under the minimum age to use the Services). By agreeing to grant you access, we do not obligate ourselves to do so or to maintain the Services, or to maintain it in its present form, and we expressly reserve the right to modify, suspend, or terminate your access privileges.
3. Prohibited Uses. You understand, acknowledge and agree that any access or use of the Services shall be for your personal, non-commercial use only, and that you will not commercially exploit any portion of the Services.
4. Privileges Nontransferable. Your access privileges may not be transferred to any third parties.
5. Passwords and Security. You agree not to disclose to anyone your confidential password and to notify us immediately if there has been a breach of your security that affects our Services.

By using the Services, you agree that:

1. You will only use the Services for lawful purposes, and not for deceptive or fraudulent purposes, and you will not send or store any unlawful material.
2. You will not use the Services to cause nuisance, annoyance, or inconvenience.
3. You will not use the Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to any Users.
4. You will not violate publicity or privacy rights of another individual.
5. You will not copy or distribute any content displayed through the Services, except to share your content with other Users as prompted by the Services.
6. You will not create or compile, directly, or indirectly, any collection, compilation, or other directory from any content displayed through the Services except for your personal, non-commercial use.
7. The information you provide to us or otherwise communicate with us is accurate.
8. You will not use the Services in any way that could damage, disable, overburden, or impair any of our servers, or the networks connected to any of our servers.
9. You will not attempt to gain unauthorized access to any part of the Services and/or to any service, account, resource, computer system and/or network connected to any of our servers.
10. You will not deep link to the Services or access the Services manually or with any robot, spider, web crawler, extraction software, automated processes and/or device to scrape, copy, or monitor any portion of the Services or any content on the Services.
11. You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you discover in your use of the Services.
12. You will not impersonate another person, act as another entity without authorization, or create multiple accounts.
13. Content submitted by you or you authorize Ember to collect (“User Content”) does not contain material that solicits personal information from anyone under 18 or exploits people under 18 in a violent or sexual manner and does not violate any federal or state laws concerning child pornography or otherwise intended to protect the health or wellbeing of minors.
14. Your User Content does not violate any state or federal law designed to regulate electronic advertising.
15. Your User Content does not contain pictures, data, audio, or visual files, or any other content that is excessive in size, as determined by Oriscen in our sole discretion.
16. Your User Content will not contain any material deemed illegal or inappropriate, as determined by Oriscen in our sole discretion, and that you and/or your User Content may be subject to remedial actions if found to violate this Agreement.

While we will always use our best efforts to ensure the accuracy and completeness of information provided on our Services, we cannot guarantee the accuracy, adequacy, quality or suitability of any data on our Services and expressly disclaim liability for errors and omissions in the contents of our Services. Any use or reliance on any content or materials posted via the Services or obtained by you through the Services is at your own risk. Any link to a website or phone number owned by a third party does not constitute an endorsement, approval, association, sponsorship, or affiliation with the linked site or phone number.

Some of our Services may include access to Oriscen’s artificial intelligence powered interface. This interface allows Users to message Ember through their phone’s native messaging app, to speak with Ember by telephone, and to speak with Ember through their web browser, in each case for AI-based companionship and related features. Where you speak with Ember, your voice is captured and processed by AI to produce a transcript, and both the recording and the transcript are your input for purposes of this Section. Before an AI-powered voice conversation begins, we will tell you that it is recorded and processed by AI — spoken as the first words of a telephone call, or shown on the page before your microphone opens. If you do not consent to being recorded, you may end the call or decline, and use Ember by text message instead; by continuing after that notice, you consent to the recording, transcription, and AI processing of the conversation.

1. AI Content. You may provide input to the Services (“input”) and receive output based on the input (“output”), or instruct Ember to act on your behalf based on your input. Input and output are collectively referred to as “AI Content.” You represent and warrant that you have all rights, licenses, and permissions needed to provide input to the Services, including to integrate with third-party services, to share AI Content with third parties at your direction or act on your behalf. As between you and Oriscen, and to the extent permitted by applicable law, you retain all rights in the inputs and outputs. Subject to your compliance with this Agreement, we assign to you all of our right, title, and interest—if any—in outputs.
2. Accuracy. We are constantly working to improve our Services to make the product more accurate and reliable. However, given the probabilistic nature of machine learning and artificial intelligence, use of the Services may, in some situations, result in output that does not accurately reflect the current law, factual situations, and more.
3. Similarity of Output. You acknowledge and understand that due to the nature of our Services and artificial intelligence generally, outputs may not be unique, and other Users may receive similar outputs from our Services. Outputs that are requested by or generated for other Users are not considered your output.
4. Our Use of AI Content. We may use AI Content to provide, maintain, develop, train, and improve the Services, which may include complying with applicable law, enforcing our policies, developing new features and keeping our Services safe. In addition, we may review submitted input and the output generated to improve the quality of our Services.
5. Opt out. If you do not want us to use your AI Content and User Content to develop our Services, you can opt out by emailing us at contact@oriscen.ai from the email address or phone number associated with your account. Please note that in certain circumstances, this may limit the features or ability of our Services to effectively meet your specific requirements.
6. No Medical Service. Oriscen is not a licensed health care provider, and does not provide any licensed professional medical services. Ember provides general AI-based companionship and wellness-oriented interactions, but those interactions do not constitute therapy, clinical counseling, or professional advice. No feature, response, or platform communication claims or guarantees clinical recovery, mental health improvement, healing outcome, or medical benefit. All interactions are general wellness support only. IF YOU REQUIRE OR BELIEVE YOU MAY REQUIRE IMMEDIATE MEDICAL ATTENTION, OR IF YOU ARE EXPERIENCING SUICIDAL THOUGHTS OR BELIEVE YOU MAY HARM YOURSELF OR OTHERS, YOU MUST IMMEDIATELY SEEK ASSISTANCE FROM A LICENSED MEDICAL PROFESSIONAL OR CONTACT EMERGENCY SERVICES (INCLUDING CALLING 911, WHERE AVAILABLE).
7. Emergencies. Ember is not intended for use in emergencies, and is not an emergency or crisis service. IF YOU ARE EXPERIENCING ABUSE, FEAR FOR YOUR SAFETY OR THE SAFETY OF ANOTHER PERSON, OR ANY OTHER EMERGENCY, YOU MUST IMMEDIATELY CONTACT EMERGENCY SERVICES (INCLUDING CALLING 911, WHERE AVAILABLE).

In addition, when you use the Services, including any artificial intelligence features, you understand and agree that:

• We do not warrant or guarantee the accuracy and validity of output, and it is your responsibility to validate the accuracy and validity of output.
• You will not rely on output as a sole source of truth or factual information, or as a substitute for professional services. You are responsible for evaluating outputs in light of your intended use case.
• You will evaluate output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing output.
• You will not provide, share, or otherwise use the confidential information of any third party in your input to the Services. Where the experience you tell Ember about necessarily involves other people, please leave out details that would identify them, such as full names, contact details, or account identifiers.
• You will not use the output to provide tailored professional advice, including therapeutic or medical advice, without review by a qualified professional.
• You will not represent that outputs are human generated when they are not.
• You will not use any part of the Services, including any output to develop any artificial intelligence (or similar) models, unless you receive our express consent.
• You will not automatically or programmatically extract data or outputs from our Services.
• You will not interfere with or disrupt our Services, including circumventing any rate limits or restrictions, bypassing any protective measures or safety mitigations we put on our Services, or initiating or facilitating content-based attacks or jailbreaking.

We may provide you with interactive opportunities through the Services. For instance, we may invite Users with similar experiences or circumstances to participate in a system-created anonymous group to share their thoughts and feelings.

You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post, transmit and/or otherwise authorize Ember to collect through the Services. You hereby grant us a perpetual, irrevocable, transferrable, full paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with our business and in all forms now known or hereafter invented, without notification to and/or approval by you, except as otherwise required by law.

Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to us through our suggestion, feedback, or similar pages (“Feedback”) is at your own risk, and we have no obligations (including without limitations, obligations of confidentiality) with respect to such Feedback.

Sharing with Other Users. Oriscen will not automatically share your User Content with other Users, unless you expressly authorize the Services to do so. You may revoke such authorization at any time, but previously shared content cannot be retroactively recalled.

Content Moderation. You acknowledge and agree that Oriscen performs automated content filtering and periodic anonymized sample review. We do not conduct full real-time pre-screening or moderation of all User Content and assume no liability for undetected prohibited content. However, Oriscen reserves the right, in its sole discretion, to pre-screen, refuse, or remove any User Content, including where required by applicable law. Our filtering or review processes may not identify or prevent every instance of prohibited, harmful, inappropriate, or unlawful User Content. Our review or moderation of User Content does not constitute endorsement of that content.

Platform anonymity is a designed feature but not an absolute guarantee. Small peer circle environments carry limited residual re-identification risk. We do not warrant perfect anonymity in all scenarios.

This section contains the terms and conditions (the “Mobile Terms”) for mobile messaging services (the “Mobile Services”) on the Services. By consenting to these Mobile Terms, you authorize us and our service providers to contact and/or text you at the phone number you provided to Oriscen. This authorization includes using automated dialing technology to text you for marketing or advertising purposes, which may include text notifications, and for transactional and relationship purposes, including requests or reviews from us. You agree and understand that by consenting to receive marketing or advertising text messages, we may text you at the phone number you provided to us, even if your phone number is registered on any state or federal do-not-call list.

We may modify or cancel the Mobile Services or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms at any time and your continued use of the Mobile Services following the effective date of any such changes shall constitute your acceptance of such changes.

We do not charge for the Mobile Services, but you are responsible for all charges related to SMS and/or text messages, including charges from your wireless provider. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details.

You may opt out of the Mobile Services at any time. To do so, text the single keyword command STOP in response to any text message from the Services, click the unsubscribe link (where available) in any text message from us, or contact us directly and ask us to opt you out using the information at the bottom of this Agreement. You may receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you. For service support or assistance, text HELP in response to one of our text messages or contact us directly using the information at the bottom of this Agreement.

We may change any short code or telephone number we use to operate the Mobile Services at any time and will notify you of these changes. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages.

The wireless carriers supported by the Mobile Services are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for the Mobile Services with your new number.

To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Mobile Services, any errors in such information, and/or any action you may or may not take in reliance on the information or Mobile Services.

To access or use some of our Services, you may need to subscribe to recurring payment (our “Subscription Services”). If you sign up for Subscription Services, you must provide us with valid payment information.

1. Free Trial. If you sign up for a free trial of our Subscription Services, you will not be automatically charged at the conclusion of the trial. By signing up for a free trial, you agree that we may send you communications related to your trial and other company updates, promotions, and service announcements.
2. Subscription Term; Auto Renewal. Subscriptions are normally assessed on a monthly or annual basis. Subscription fees are calculated from the day upon which your paid subscription commences. Your subscription to the Subscription Services shall be for the initial term (e.g., monthly or annually) as selected by you.

PAYMENTS AUTOMATICALLY RENEW FOR INDEFINITE SUCCESSIVE RENEWAL TERMS FROM THE SAME PERIOD AS THE INITIAL TERM, UNTIL CANCELED BY YOU OR BY US IN ACCORDANCE WITH THESE TERMS.

3. Right to Modify Pricing. We reserve the right to modify the fee of our Subscription Services, and to create additional tiers or types of Subscription Services, including subscription fee tiers, at any time.
4. Cancelation. You may cancel your subscription, without penalty or obligations, at any time prior to midnight of the third business day following the date you subscribed. In the event that you die before the end of your subscription period, your estate shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your death. In the event that you become disabled (such that you are unable to use our Services) before the end of your subscription period, you shall be entitled to a refund of that portion you had made for your subscription which is allocable to the period after your disability by providing us notice in the same manner as you request a refund in the “Refunds” section below.

   Notwithstanding the foregoing, either we or you may cancel your subscription at any time and for any reason, but you must send us an explicit request at least 48 hours before the next order process date. In the event of a cancelation by us or you, all fees due to us up to the end of the then-current billing cycle at time of cancelation shall remain payable to us. Users may cancel their subscription by:

   • Navigating to the profile settings within the app and following the prompts to cancel your account.
   • Texting Ember from your registered account phone number and asking to cancel the account.
   • Emailing a clear and specific cancelation request email to contact@oriscen.ai.

   Cancelation in the middle of a subscription term is deemed a waiver of any balance of the service term remaining, and you may not retrieve any data that you may have stored with us. You further agree to pay invoices promptly, and, in any event, no later than 30 days from the date of the invoice. Failure to timely pay an invoice gives us the right to, at our discretion, either terminate your service, or charge any payment method we hold on to your account for the full balance of any indebtedness to us. In addition, any discounts granted will be revoked, and payment on the full non-discounted value of Services sold under an invoice not paid within 30 days will then be due.

5. Refunds. If you would like to request a refund, please contact Oriscen with your order number (see confirmation email) by mailing or delivering a signed and dated notice which states that you, the buyer, are canceling this Agreement, or words of similar effect. Please also include your email, phone number or other identifier associated with your account, along with your order number. This notice shall be sent to: Oriscen, Inc. 2261 Market Street, STE 86857, San Francisco, CA 94114. California and Ohio Users may also email Oriscen at contact@oriscen.ai.
6. Termination. If at any time we believe, in our sole discretion, that you may have violated any provision of this Agreement, we may immediately terminate your access to the Subscription Services without any refund or other remedy, and all fees due to us up to the end of the then-current billing cycle at the time of such termination shall remain payable to us. Such termination will not limit any other right by us under contract, tort, or any other legal theory to pursue any claim or cause of action against you for violating this Agreement, including without limitation monetary damages, injunctive relief, attorney’s fees, and court costs.

We (and our licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by us. Our name, logo, and the product names associated with the Services are our trademarks or belong to third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Copyright Complaints. Oriscen respects the intellectual property rights of others and expects users of the Services to do the same. If you believe that any material made available through the Services infringes your copyright, a notification of claimed copyright infringement should be emailed to our Copyright Agent at contact@oriscen.ai (Subject line: “DMCA Takedown Request”).

To be effective, the notification must include:

• your physical or electronic signature or the signature of a person authorized to act on behalf of the owner of the allegedly infringed exclusive right;
• identification of the copyrighted work claimed to have been infringed or, if multiple works are involved, a representative list of those works;
• identification of the allegedly infringing material and information reasonably sufficient for us to locate it;
• information reasonably sufficient for us to contact you, including your address, telephone number, and, if available, email address;
• a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Please note that the contact information provided in this paragraph is for suspected copyright infringement only. Contact information for other matters is provided in the “Contact Information” section.

We 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.

In appropriate circumstances and at our sole discretion, we may also limit access to the Services and/or terminate your user account if your User Content infringes the intellectual property right of another, regardless of whether the infringement is repeated.

Counter-Notification. If you believe that your User Content was removed or restricted as a result of mistake or misidentification, you may submit a written counter-notification to our Copyright Agent containing:

• your physical or electronic signature;
• an identification of the material that was removed or restricted and the location at which it appeared before removal or restriction;
• a statement under penalty of perjury that you have a good-faith belief that the material was removed or restricted as a result of mistake or misidentification; and
• your contact information, including your name, postal address, telephone number, and, if available, email address;
• a statement that you consent to the jurisdiction of the United States Federal District Court for the judicial district in which your address is located or, if your address is outside the United States, any judicial district in which Oriscen may be found; and
• a statement that you will accept service of process from the person who submitted the original copyright complaint or an agent of that person.

If a counter-notice is received by our Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days after receipt of the counter-notice, at our sole discretion.

We have adopted a privacy policy outlining our personal information collection and use practices. Please refer to our Privacy Policy for details about how we collect and use personal information.

The Services may use or be used in association with third-party content (“Third-Party Content”). Such Third-Party Content are not under our control. We are not responsible for Third-Party Content, while you may use Third-Party Content, services, and integrations. We do not review, approve, monitor, endorse, warrant or make any representations with respect to Third-Party Content or their products or services. When you click on a link to any Third-Party Content, we will not warn you that you have left our Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. You use Third-Party Content at your own risk. You should review the applicable terms and policies, including privacy and data gathering practices of any Third-Party Content, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

You agree to indemnify and hold harmless Oriscen and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your input and User Content; (b) your misuse of the Services; (c) your violation of this Agreement; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this Section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services. You agree that the provisions in this Section will survive any termination of your account, this Agreement, or your access to the Services.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF THE LAW, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, OR THE TEXT, GRAPHICS, OR LINKS.

WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.

ANY USE OF OUTPUTS OUR ARTIFICIAL INTELLIGENCE MODEL IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUTS AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL ORISCEN BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR DATA BREACH, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, OR ANY OTHER ITEMS OR SERVICES PROVIDED BY US, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE SERVICES (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY US IN CONNECTION WITH THE SERVICES) ARE PROVIDED "AS IS" AND THAT WE MAKE NO WARRANTY THAT THE SERVICES WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED.

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 16 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”

1. Scope of the Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services or as a consumer of our Services, to any advertising or marketing communications regarding us or our Services, to any products or services sold or distributed through the Services that you received as a consumer, or to any aspect of your relationship or transactions with us as a consumer of our Services will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in a small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Oriscen may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. IF YOU AGREE TO ARBITRATION WITH ORISCEN, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST US IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
2. Informal Resolution. You and Oriscen agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Oriscen therefore agree that, before either you or Oriscen demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Oriscen that you intend to initiate an informal dispute resolution conference, email contact@oriscen.ai, providing your username associated with your account (if any), the email address associated with your account (if any), and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph. If you and Oriscen do not resolve any dispute by informal negotiation within 60 days of the initial informal dispute resolution conference, then either of the parties may, by notice to the other, demand mediation under the supervision of JAMS, in accordance with this Arbitration Agreement.
3. Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at Oriscen, Inc. 2261 Market Street STE 86857, San Francisco, CA 94114. The arbitration will be conducted by JAMS under its rules and pursuant to the terms of this Agreement. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com (under the Rules & Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees from JAMS, we will pay them for you. In addition, we will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims with an amount in controversy totaling less than $10,000. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in the county where you live or at another mutually agreed location.
4. Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Oriscen. Notwithstanding the class-action waiver in this Arbitration Agreement, if multiple individual arbitration demands are filed that involve materially similar or overlapping facts or legal issues and are submitted by the same counsel or coordinated counsel, either party may request that JAMS or the arbitrator implement administrative coordination procedures to promote efficiency. Such procedures may include: (1) assignment of related matters to the same arbitrator; (2) coordinated or consolidated scheduling, discovery, or motion practice; (3) joint resolution of common issues of law or fact; and (4) any other procedures permitted under applicable law and the JAMS Rules that reduce duplication while preserving the individual nature of each claim, including but not limited to batching. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Oriscen.
5. Waiver of Jury Trial. YOU AND ORISCEN WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Oriscen are instead electing to have claims and disputes resolved by arbitration, except as specified in section 16(a), above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
6. Waiver of Class or Consolidated Actions. YOU AND ORISCEN AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Oriscen is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in court as set forth in section 17.
7. Bellwether Process. If ten (10) or more similar arbitration demands are filed by the same counsel or coordinated counsel, the arbitrator may direct that a reasonable number of individual cases proceed first as bellwether matters, with the remaining cases stayed pending those outcomes and any associated filing or administrative fees deferred until the stay is lifted. These procedures are solely for administrative efficiency and do not authorize class, collective, representative, or aggregated proceedings; each claim must remain an individual arbitration. No arbitration may be conducted as a class, collective, representative, or aggregated proceeding, unless expressly authorized in this Arbitration Agreement, and no arbitration will be combined with another for purposes of adjudicating the merits of multiple claims together without the prior written consent of all parties.
8. Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Oriscen can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Oriscen in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your email address (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to contact@oriscen.ai. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you have entered into with us or may enter into in the future with us.
9. Survival. This Arbitration Agreement will survive any termination of your relationship with us.
10. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to us.

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Oriscen agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively within the State of California for courts situated in Santa Clara County, California, or in federal court for the Northern District of California.

You may stop accessing the Services at any time. We may modify, suspend or terminate your access to the Services, if we reasonably believe that you have breached this Agreement, or if we must do so to comply with the law. In addition to suspending or terminating your access to the Services, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

At our sole discretion, we may modify or discontinue the Services for any reason, with or without notice to you and without liability to you or any third party.

1. No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Oriscen or any third-party provider as a result of this Agreement or use of the Services.
2. Choice of Law. This Agreement is governed by the laws of the State of California consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction.
3. Severability. Except as otherwise provided herein, if any provision of this Agreement is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
4. Electronic Communications. For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. This subparagraph does not affect your statutory rights.
5. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
6. Waiver. Our failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Oriscen. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

If you have any issue or concern when you use our Services, please contact us via the following information to report any violations of this Agreement or to ask us any questions:

contact@oriscen.ai

Oriscen, Inc.
2261 Market Street STE 86857
San Francisco, CA 94114