SmartBuyers AI

Terms of Service

Effective: June 13, 2024

Our Terms of Service (“Terms”) are a legally binding agreement between you and SmartBuyers AI, Inc. (“SmartBuyers AI”, “we”, or “us”). Our Terms govern your access to and use of our website located at https://smartbuyers.ai/ (the “Website”), products, and services offered by SmartBuyers AI through the Website, including the web interfaces, application programming interfaces (“APIs”), and other software, tools, services, documentation, content, intellectual property, and functionalities that we may make available to you via the Website (collectively, our “Services”).

Please read these Terms carefully before you use our Services. By accepting these Terms or otherwise accessing or using our Services, you agree to be bound by and comply with these Terms and acknowledge that you have read and understand any policies referenced in these Terms, including without limitation our Privacy Policy and Acceptable Use Policy. If you do not agree to our Terms, or if you object to our Privacy Policy or Acceptable Use Policy, you must not access or use our Services.

By accepting our Terms on behalf of a company, organization, or other entity, you represent and warrant that you are authorized to bind the company, organization, or other entity on whose behalf you are accepting our Terms—you and such entity, collectively, are “you” in this case—and you agree on behalf of that entity that such entity is bound by our Terms. If you are accepting our Terms for yourself, then you agree to be personally bound by our Terms—you individually are “you” in this case.

1. Changes to Terms

We may revise and update our Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and if you continue to use the Services after we post the updated Terms or otherwise give you notice of such changes, it means that you accept and agree to the updated Terms. You are expected to check the Terms regularly so you are aware of any changes as they are binding on you.  If you do not accept the updated Terms, you must not continue to access or use the Services.

2. Accessing the Services and Account Security

To access or use the Services, we may ask you to register for an account (“Account”) and provide certain information to us. Any such information must be correct, current, and complete. You agree that we may use this information to communicate with you about our Services and the services of any of our affiliates, and that our communications to you will satisfy any requirements for legal notices.  You agree that all information you provide to register, create an account or use any interactive features, or information we collect, including regarding your visits and queries is governed by our Privacy Policy , and you consent to all actions we take with respect to your information consistent with our Privacy Policy.  You are responsible to make all arrangements necessary for you to have access to the Services.

If you choose to create an account or are provided with a username, password or any other piece of information as part of our security procedures, you  must keep all such information confidential, including any passwords, API keys, or other credentials to access or use our Services and not disclose them to any other person or entity.  You acknowledge that your account is specific to you. You also must not provide any other person or entity with access to our Services using your account credentials. You are responsible for all activity occurring under your account or with use of your access credentials, and you agree to notify us immediately if you become aware of any unauthorized access to or use of your account or access credentials by sending an email to [email protected]. Unless we specifically state otherwise in a separate agreement with you, we may terminate your access to the Services or your account in accordance with Section 8 below.  In addition, we have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if in our opinion you have violated any provision of these Terms.  We will not be liable if for any reason all or any part of the Website or Services is unavailable at any time or for any period of time. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You may close your account at any time by contacting us at [email protected].

3. Evaluation

As applicable, we may permit you to evaluate our Services for a limited time or with limited functionality, how you may access our Services, or the number of characters or tokens per Prompt. Use of our Services for evaluation purposes are for your internal, non-commercial use only.

4. Use Rights, Requirements, and Restrictions

Please review our Acceptable Use Policy, which outlines the permissible uses of our Services. You may access and use our Services only in compliance with our Terms, our Acceptable Use Policy, and all applicable laws, rules, and regulations (the “Permitted Use”).

You may not access or use the Services in the following ways:

  • In any manner that violates any applicable law—including, without limitation, any laws about exporting data or software to and from the United States or other countries.
  • To develop any products or services that supplant or compete with our Services, including to develop or train any artificial intelligence or machine learning algorithms or models.
  • To decompile, reverse engineer, disassemble, or otherwise reduce our Services to human-readable form, except when these restrictions are prohibited by applicable law.
  • To crawl, scrape, or otherwise harvest data or information from our Services or use any robot, spider, or other automatic device, process, or means to access the Services.
  • To use our Services or Materials to obtain unauthorized access to any system or information or to deceive any person or to copy any of the material on the Website for any purpose not expressly authorized in these Terms, without our prior written consent.
  • To infringe, misappropriate, or violate intellectual property or other legal rights (including the rights of publicity or privacy).
  • Except with respect to use of our APIs, to use the Services through automated or non-human means, whether through a bot, script, or otherwise.
  • To engage in any other conduct that restricts or inhibits any person from using or enjoying our Services, or that in our sole judgment exposes us—or any of our users, affiliates, or any other third party—to any liability, damages, or detriment of any type, including reputational harms.
  • To assist any person in doing any of the above.

5. Intellectual Property Rights

  • Ownership of the Services. The Services are owned and operated by us and our affiliates, licensors, and service providers (collectively “Providers”). We and our Providers retain all our respective rights, title, and interest, including intellectual property rights, in and to the Services. Other than the rights of access and use expressly granted in our Terms, our Terms do not grant you any right, title, or interest in or to our Services.
  • Ownership of Trademarks. Our name, the terms SmartBuyers AI, our logos, and all related names, logos, product and service names, designs, and slogans are trademarks of SmartBuyers AI or its affiliates or licensors. You must not use such marks without the prior written permission of SmartBuyers AI. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
  • Intellectual Property Ownership. The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website or received as part of the Services, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.
  • You must not:
    • Modify copies of any materials from this site.
    • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
    • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
    • You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Services.
    • If you wish to make any use of material on the Website or received through the Services, other than that set out in this section, please address your request to: [email protected].
    • If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website or Services in breach of the Terms of Use, your right to use the Website and Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website or received through the Services is transferred to you, and all rights not expressly granted are reserved by SmartBuyers AI. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

6. Prompts, Outputs, and Materials

Rights to Materials. Our Services may allow you to submit text, documents, or other materials to the Services for processing (“Prompts”). Our Services may generate responses based on your Prompts (“Outputs”). Outputs and Prompts collectively are “Materials.” You represent and warrant that you have all rights, and have provided any notices and obtained any consents, which are necessary for us to process any Prompts you submit to the Services in accordance with our Terms. You also represent and warrant that your submission of Prompts to us will not violate our Terms, our Acceptable Use Policy, or any laws applicable to those Prompts—including intellectual property laws and any privacy or data protection laws governing personal information contained in your Prompts, and that you take full responsibility for any Prompts, including their legality, reliability, accuracy and appropriateness, and as any Output is the result of any Prompts you submit, for the Output generated in response to any Prompt. Except as expressly provided in our Terms, we retain all right, title, and interest—including any intellectual property rights—in and to your Prompts, and you hereby assign or grant us any and all rights in and to such Prompts. Subject to this Section 6(a) and without limiting Section 12, we authorize you to use the Outputs for the Permitted Use.  We are not responsible or liable to any third party for the content or accuracy of any Materials.  All Prompts you post are considered non-confidential and non-proprietary.

6.2    Personal Information. If you submit any personal information to us in connection with your use of the Services, whether as part of your Prompts or otherwise, you acknowledge that our Privacy Policy governs our use and processing of such personal information.

6.3    Nature of Outputs. Responses that the Services generate based on materials submitted by third parties (“Third-Party Outputs”) may be identical or similar to third-party materials or Outputs that the Services generate based on your Prompts. You acknowledge that Third-Party Outputs are not your Outputs and that you have no right, title, or interest in or to any Third-Party Outputs. 

6.4    Reliance on Outputs. The Outputs and any information presented on or through the Services is made available solely for general information purposes.  We make no representations or warranties with respect to the accuracy of any Outputs. Any reliance you place on Outputs is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such Output by you or anyone who may be informed of any of the Outputs. You should not rely on any Outputs without independently confirming their accuracy. Outputs may contain material inaccuracies even if they appear accurate because of their level of detail or specificity. The Services and any Outputs may not reflect correct, current, or complete information.  The Outputs may include materials provided by other users, bloggers and third party licensors, syndicators, aggregators and other services.  As such any statements and/or opinions expressed in the Outputs and all responses to any Prompts are solely the opinions and responsibility of the person or entity providing those materials.  Those materials do not necessarily reflect the opinion of SmartBuyers AI.  SmartBuyers AI is not responsible or liable to you or any third party for the content or accuracy of any Prompts, or any materials contained in such Prompts that are provided by any third parties. We may update the content on which the Prompts are generated from time to time, but the content is not necessarily complete or up to date.  Any content on which Prompts may be based may be out of date at any given time, and we are under no obligation to update such content.

6.5    Our Use of Materials. We may use Materials to provide, maintain, and improve the Services and to develop other products and services. We retain the right to train our machine learning models on any Materials provided in a Prompt. 

7.  Viruses

We do not guarantee that our Services will be totally secure or free from bugs or viruses.

You must not abuse, harm, interfere with, or disrupt our Website or Services, including, for example, introducing viruses or malware, spamming or DDoSing our Website or Services, or bypassing any of our systems or protective measures. 

8.  Modification, Suspension, Discontinuation of the Services

Our Services are novel and will evolve. Unless we specifically state otherwise in a separate agreement with you, we reserve the right to temporarily or permanently modify, suspend, withdraw, or discontinue the Services or your access to the Services or account at any time, in our sole discretion, without notice to you, and we will not be liable for any change to or any suspension or discontinuation of the Services or your access to them, to the maximum extent permissible under applicable law.  

9.  Third-Party Services and Links

Our Services may use or be used in connection with third-party content, services, or integrations. We do not control or accept responsibility for any loss or damage that may arise from your use of any third-party content, services, and integrations, for which we make no representations or warranties. Your use of any third-party content, services, and integrations is at your own risk and subject to any terms, conditions, or policies (including privacy policies) applicable to such third-party content, services, and integrations.

10. Feedback

You grant to us an irrevocable, royalty-free, perpetual license to use all feedback, ideas, or suggested improvements you provide to us (through the Services or otherwise) regarding the Services, Prompts, or Outputs (collectively, “Feedback”), and you agree that we and our Providers may use the Feedback—together with the related Prompts and Outputs or any derivative thereof—in any manner without any payment or credit to you, including in connection with our development, improvement, and marketing of our Services or other products or services. 

11. Disclaimer of Warranties, Limitations of Liability, and Indemnity

  • YOUR USE OF THE SERVICES AND MATERIALS IS SOLELY AT YOUR OWN RISK. THE SERVICES AND OUTPUTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE AND OUR PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, PRIVACY, COMPATIBILITY, NON-INFRINGEMENT, AND ANY WARRANTY IMPLIED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE, AND ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY MATERIALS OBTAINS THROUGH THE SERVICES.
  • TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL WE, OUR PROVIDERS, OR OUR OR THEIR RESPECTIVE AFFILIATES, INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “SmartBuyers AI PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE MATERIALS, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ANY SMARTBUYERS AI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND EVEN IF THE DAMAGES ARE FORESEEABLE.
  • TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SmartBuyers AI’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE MATERIALS, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED $1.00. THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS, AND WE WOULD NOT OFFER THE SERVICES TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS.
  • YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SMARTBUYERS AI FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS; YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICES OR THE MATERIALS; YOUR FEEDBACK; ANY PRODUCTS OR SERVICES THAT YOU DEVELOP, OFFER, OR OTHERWISE MAKE AVAILABLE USING OR OTHERWISE IN CONNECTION WITH THE SERVICES; YOUR VIOLATION OF APPLICABLE LAW OR ANY THIRD-PARTY RIGHT; AND ANY ACTUAL OR ALLEGED FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU OR YOUR EMPLOYEES OR AGENTS. WE RESERVE THE RIGHT TO ENGAGE SEPARATE COUNSEL AND PARTICIPATE IN OR ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER, IN WHICH CASE YOU AGREE TO COOPERATE WITH US AND SUCH SEPARATE COUNSEL AS WE REASONABLY REQUEST.
  • THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS MAY NOT APPLY TO YOU.

12. Termination

Unless we specifically state otherwise in a separate agreement with you, we may terminate our Terms at any time by notice to you, and our Terms will terminate automatically without notice upon your violation or breach of any provisions of our Terms. You may also terminate our Terms at any time, for any reason, by discontinuing your access to and use of the Services.

Upon termination, the rights granted to you under our Terms to access and use the Services will immediately terminate, and you must destroy all Confidential Information in your or your Representatives’ possession or control.

Upon termination of our Terms or your access to the Services, we may at our option delete any Materials or other data associated with your account. Sections 5, 6, and 10 through 13 will survive any expiration or termination of our Terms. 

13. Miscellaneous

  • Additional Terms.When using our Services, you agree to comply with and are subject to any guidelines, rules, or supplemental terms applicable to such Services that may be posted on the Services from time to time. To the extent that we ask you to review and accept any supplemental terms that expressly conflict with our Terms, the supplemental terms will supersede our Terms with respect to your use of the portion of the Services governed by such supplemental terms, solely to the extent of the conflict.
  • Geographic Restrictions. The owner of the Website and provider of the Services is based in the State of New Jefrsey in the United States.  We provide the Services for us only by persons located in the United States.  We make no claims that the Services or any content is accessible or appropriate outside of the United States.  Access to the Services may not be legal by certain persons or in certain countries.  If you access the Services from outside of the United States, you do so on your own initiative and are responsible for compliance with all local laws.
  • Entire Agreement; No Assignment. Our Terms and any other terms expressly incorporated by reference form the entire agreement between you and us regarding the subject matter of our Terms. Our Terms may not be transferred or assigned by you without our prior written consent but may be assigned by us without restriction.
  • Equitable Relief.You agree that (a) no adequate remedy exists at law if you breach Section 4 (Use Rights, Requirements, and Restrictions)); (b) it would be difficult to determine the damages resulting from such breach, and any such breach would cause irreparable harm; and (c) a grant of injunctive relief provides the best remedy for any such breach. Therefore, you waive any opposition to such injunctive relief, as well as any demand that we prove actual damage or post a bond or other security in connection with such injunctive relief.
  • No Joint Venture, Partnership, Employment, or Agency Relationship.You agree that no joint venture, partnership, employment, or agency relationship exists between you and us because of our Terms or your access to or use of the Services.
  • No Sponsorship.You may not, without our prior written consent, use our name, logo, or other trademarks to promote products or services other than the Services, or in any other way that implies our affiliation, endorsement, or sponsorship.
  • If any provision of our Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent necessary to comply with applicable law, such that the remaining provisions of our Terms will continue in full force and effect.
  • No Waiver. No waiver by us of any term or condition set forth in our Terms will be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition, and any failure by us to assert a right or provision under our Terms will not constitute a waiver of such right or provision.
  • Legal Compliance.We may comply with governmental, court, and law enforcement requests or requirements relating to provision or use of the Services, or to information provided to or collected under our Terms. We reserve the right, at our sole discretion, to report Prompts or Outputs to law enforcement.
  • Governing Law; Exclusive Jurisdiction.Our Terms will be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware without giving effect to conflict of law principles. You and SmartBuyers AI agree that any disputes arising out of or relating to these Terms will be resolved exclusively in the state or federal courts located in Delaware, and you and SmartBuyers AI submit to the personal and exclusive jurisdiction of those courts. By using the Services, you waive any claims that may arise under the laws of other jurisdictions.