Last modified on the 5th of August, 2023
1.1 Registration. eesel provides "eesel AI" which is an AI-powered platform designed to answer questions based on your company's knowledge. eesel also offers document search and collaboration services for work. All users of either services must comply with these Terms.
1.2 Access. Users may access and use the Services for business purposes in accordance with these Terms.
1.3 Software. eesel may make Software available as part of the Services. Subject to these Terms, eesel grants to users a limited non-exclusive, non-transferable, non-sublicensable license to download, install and use the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.
1.4 Restrictions. Users will ensure they do not: (a) reproduce, modify, adapt, or create derivative works of the Services; (b) rent, lease, distribute, sell, transfer, or sublicense the Services to a third party except as permitted in these Terms; (c) interfere with, disrupt, or circumvent any security measures or mechanisms designed to protect the Services; (d) reverse engineer, disassemble, decompile, or seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of Services; (e) remove or obscure any proprietary or other notices contained in the Services; (f) harass, threaten, or cause distress, unwanted attention, or discomfort to a person or entity; (g) impersonate or falsely state or misrepresent an affiliation with anyone; (h) use the Services to transmit any viruses, worms, trojan horses, or other harmful or malicious code or programs; (i) use the Services to build competitive products; or (j) misuse the Services in any way, including in violation of these Terms or applicable law. Any use of data mining, robots, or similar data gathering and extraction tools or framing all or any portion of the Services without eesel’s permission is strictly prohibited. Users will prevent, terminate, and notify eesel of any unauthorized or illegal use of or access to its Services.
2.1 User Data. Users are responsible for ensuring all User Data and any other content or information provided to eesel or to the Services complies with these Terms. If any User Data violates these terms, eesel may ask user to remove or edit the User Data so it is no longer in violation, or eesel may, but is not obligated to, remove the User Data or take action as needed to resolve the issue.
2.2 Third-Party Apps. Third-Party Apps are subject to their own terms and privacy policies. Users are responsible for reviewing those terms and policies before using Third-Party Apps. eesel is not responsible for Third-Party Apps and does not warrant or support them. By enabling a Third-Party App that uses or accesses User Data, Users authorizes the transfer of that data to the Third-Party App and, if applicable, will ensure that there is a legally valid data transfer mechanism for the transfer or onward transfer, in accordance with all applicable privacy and data protection laws.
3.1 Processing of User Data. eesel will only process and use User Data: (a) to provide, protect, and update the Services as detailed in the privacy policy here for eesel AI and here for eesel's browser extension (b) to enforce these Terms and exercise its rights hereunder, (c) as required by law, and (d) as otherwise instructed by Users for their User Data.
3.2 Security. eesel will maintain an industry-standard information security program that consists of technical and organizational safeguards designed to protect User Data. Notwithstanding the foregoing, Users are responsible for maintaining the security and confidentiality of accounts, including account credentials such as usernames and passwords. In the very unlikely case of a breach, eesel has procedures defined to notify Users and maintain records of all breaches.
3.3 Subcontractors. eesel may hire subcontractors to assist in providing the Services, provided that: (a) subcontractors who receive User Data will be subject to confidentiality obligations no less protective than those in these Terms; (b) eesel will remain responsible for its obligations under these Terms and for subcontractors’ use of User Data.
4.1 Use. If the parties disclose Confidential Information to each other, the recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under these Terms. The recipient will use at least reasonable care to protect Confidential Information.
4.2 Nondisclosure. The recipient will not disclose Confidential Information to anyone except to its affiliates, employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective of Confidential Information as those described in this section. The recipient will be responsible for those parties’ breach of this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.
4.3 Required Disclosure. The recipient may disclose Confidential Information to the extent required by law, provided that the recipient uses reasonable efforts to notify the disclosing party in advance and gives them an opportunity to contest the disclosure (except as described in Section 7). Confidential Information disclosed pursuant to this section will otherwise still be subject to the confidentiality obligations described above.
5.1 Ownership. Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. Users own and will continue to own all intellectual property rights in User Data, and eesel owns and will continue to own all intellectual property rights in the Services.
5.2 License. Users grant eesel a non-exclusive license to access and process User Data solely to provide the Services as described. Users represent and warrant that it has secured all necessary licenses to provide the foregoing license.
5.3 Feedback. If User provides Feedback to eesel, eesel may use it without restriction or obligation.
6.2 Termination for Convenience. Users may terminate these Terms at any time by uninstalling the extension from all devices and terminating their account.
6.3 Termination for Breach. Either party may terminate these Terms for material breach if the other party fails to cure the breach within 30 days’ notice.
6.4 Effect of Termination. Upon termination, eesel may delete or anonymize all User Data within a commercially reasonable period of time, and each party will return or delete any other Confidential Information in its possession.
6.5 Suspension. eesel may suspend User’s access to the Services: (a) to the extent required by law, (b) to prevent injury, death, or a credible risk of harm to eesel, the Services, or its users, or (c) for repeated violations of our terms and policies. If practicable, eesel will use reasonable efforts to contact Users and give Users the opportunity to resolve the issue prior to suspension.
6.6 Survival. Terms that are intended by their nature to survive termination will survive, including confidentiality obligations, limitations of liability, and disclaimers.
8.2 Disclaimer. EXCEPT AS STATED IN THIS SECTION, THE SERVICES, DOCUMENTATION AND SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY. EESEL MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF THE SERVICE. TO THE EXTENT PERMITTED BY LAW, EESEL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EESEL IS NOT RESPONSIBLE FOR THE CONTENT, INFORMATION, OR MATERIALS POSTED BY THIRD PARTIES TO THE SERVICES OR ANY DAMAGE RESULTING FROM LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, INCLUDING INTERNET CONGESTION, VIRUS ATTACKS, AND DENIAL OF SERVICE ATTACKS.
8.3 Beta Services. Users may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary, Beta Services: (a) may not be supported and may be changed or discontinued at any time; (b) may not be as reliable or available as the Services; (c) have not been subjected to the same security or compliance reviews as the Services; (d) are eesel’s Confidential Information; and (e) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT AND EESEL’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS.
9.2 Indemnification by User. User will defend eesel from and against any third-party claim, action, demand, or proceeding resulting from User Data or a violation of these Terms by Users, and will indemnify and hold eesel harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against eesel or agreed in settlement by User resulting from the claim.
9.3 Possible Infringement. If the Services infringe or are alleged to infringe a third party's intellectual property rights, eesel may: (a) obtain the right for User, at eesel’s expense, to continue using the Services; (b) provide, at no additional charge, a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If eesel does not believe the options above are commercially reasonable, eesel may terminate User’s use of the affected Services and provide eesel a prorated refund of prepaid fees for the remainder of the Subscription Term. eesel will have no liability under this section if User continues the allegedly infringing activity after being notified and provided with a non-infringing functionally equivalent replacement.
9.4 Procedures. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit to liability or wrongdoing, pay any amounts, or perform any non-monetary obligations requires prior written consent, not to be unreasonably withheld or delayed and (b) the indemnified party may join in the defense with its own counsel at its own expense. The indemnities above are User’s only remedy for infringement of third-party intellectual property rights.
10.2 Total LiabIlity. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.4, EACH PARTY'S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED IN AGGREGATE OF THE GREATER OF FIFTY DOLLARS OR THE AMOUNT PAID BY USER TO EESEL IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING DISCLAIMER WILL NOT LIMIT USER’S PAYMENT OBLIGATIONS ABOVE.
THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11.2 Informal Resolution. Before filing a claim, eesel must first be contacted through the notice procedures below. If a dispute is not resolved within 30 days of notice, a formal proceeding may be brought in accordance with this section.
11.3 Mandatory Arbitration. Any claims or disputes relating to these Terms or the Services must be resolved through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be in English and held in Delaware.
11.4 Exceptions. A lawsuit may be filed in the federal or state courts of Delaware solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute resolution process described above.
11.5 NO CLASS ACTIONS. Disputes with eesel may only be resolved on an individual basis and neither User nor any user will bring a claim in a class, consolidated, or representative action. The parties expressly waive any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.
12.2 Modifications. eesel may update these Terms by posting the updates to the eesel website. If an update materially impacts User’s rights or obligations, eesel will provide at least 30 days’ notice before the updated Terms go into effect. Any other revisions will become effective on the date the updated Terms are posted by eesel. Continued use of or access to the Services after the updated Terms go into effect will constitute acceptance of those Terms.
12.3 Publicity. Upon prior written approval from User, eesel may include User’s name and logo on its website or in other marketing materials or channels solely to reference User as eesel User, and subject to any trademark usage guidelines provided to eesel. User may revoke its approval at any time.
12.4 Waiver and Severance. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, but only to the extent necessary to make them enforceable, and the remaining provisions will remain in full effect.
12.5 Notices. Notices must be sent via first class post, airmail, or overnight courier and are deemed given when received. Notices to User may also be sent to the account email address and are deemed given when sent. Notices to eesel must be sent to hi@eesel.app.
12.6 Assignment. These Terms may not be assigned without the prior written consent of the other party, except eesel may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void.
12.7 Governing Law. These terms will be governed by the laws of the state of Delaware without regard to its conflict of laws principles.
12.8 Force Majeure. Except for payment obligations, no party will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (such as, natural disaster, terrorism, governmental action, or Internet disturbance).
12.9 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
12.10 Export Controls. User agrees to comply with all relevant U.S. and foreign export and import laws in using the Services. User represents and warrants that neither it nor its Authorized Users are listed on any U.S. government list of prohibited or sanctioned parties or located in or a national of a country that is subject to U.S. government embargo.
12.11 U.S. Government Restricted Rights. The Services are “commercial items,” “commercial computer software” and “commercial computer software documentation,” pursuant to DFAR section 227.7202 and FAR section 12.212, as applicable. All the Services are and were developed solely at private expense. To the extent permitted in these Terms, any use, modification, reproduction, release, performance, display, or disclosure of the Services by the U.S. Government will be governed solely by these Terms.
12.12 Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
“Beta Service” means early access trials or releases of new features or services identified as “alpha,” “beta,” “preview,” “early access,” “evaluation,” or other words or phrases with similar meanings.
“Confidential Information” means information exchanged by the parties that would reasonably be understood to be confidential given the nature of the information and manner of disclosure, including business, product, technology, and marketing information, Orders, discounts, non-public payment terms, audit reports, and User Data. Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was known to the recipient prior to disclosure without confidentiality obligations; (c) is received from a third party without breach of confidentiality obligations; or (d) was independently developed by the recipient without use of or access to any Confidential Information.
“User” means the individual or organization agreeing to these Terms, as described in Section 1.1.
“User Data” means personal information like title and url of tracked pages.
“Documentation” means any documentation or materials provided to User as part of the Services.
“Feedback” means any feedback or suggestions about the Services.
“Fees” means the fees for the Services displayed on the Order, plus any applicable Taxes.
“Legal Process” means an information disclosure or access request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other legal authority, legal procedure, or similar valid process.
“Order” means the order form agreed to by the parties or the applicable eesel check-out webpage to purchase the Services.
“Personal Data” means personal data or personal information contained within User Data.
“Security Measures” means the technical and organizational safeguards.
“Services” means eesel’s document collaboration and search Services, and website, including the Software, Documentation, tools, and services ordered by or provided to User in connection with the Services.
“Software” means eesel’s software provided as part of the Services, such as mobile or desktop applications or browser extensions.
“Subscription Term” means the applicable initial or renewal term for User’s provision of the Services identified in an Order.
“Taxes” means all government-imposed taxes, levies, or duties, including value-added, sales, use, or withholding taxes, except for taxes based on eesel’s net income.
“Third-Party Apps” means any third-party applications, integrations, websites, products, or services that are linked in or that interact or interoperate with the Services.