Please read these Terms of Service (the “Terms of Service”) carefully as they govern you and your affiliates’ (“user(s),” “you” or “your”) access to and use of Tanka and other products, features, apps, services, technologies, and software we offer (collectively, “Services”), except where we expressly state that separate terms (and not these) apply. These Terms of Service contain important information about your legal rights, remedies and obligations. Our Acceptable Use Policy  is incorporated by reference into these Terms of Service. By accessing or using the Services, you are agreeing to these Terms of Service and Acceptable Use Policy (collectively, “Terms”) and concluding a legally binding contract with Tanka, Inc. and its affiliates (the “Company,” “we,” “us” or “our”), a Delaware corporation. 

If you use the Services to process personal data, you must (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services, (b) process personal data in accordance with applicable law, and (c) if processing “personal data”, “Personal Information” or other similar defined terms under applicable data protection laws, you represent that you have read, understood and agreed to the terms of our Data Processing Agreement. 

PLEASE NOTE SECTION 14 (DISPUTE RESOLUTION) OF THESE TERMS CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS WITH RESPECT TO ANY DISPUTE BETWEEN YOU AND THE COMPANY, AND MAY REQUIRE YOU TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND NOT IN COURT. PLEASE READ SECTION 14 (DISPUTE RESOLUTION) AND THESE ENTIRE TERMS CAREFULLY BEFORE CREATING AN ACCOUNT OR USING THE SERVICES. IF YOU DO NOT AGREE WITH THE TERMS IN ITS ENTIRETY, YOU MAY NOT USE OR OTHERWISE ACCESS THE SERVICES.

If you have any questions about these Terms or any other matter, please email us at privacy@tanka.ai. You may also submit feedback through Tanka by navigating to the “Me” icon and clicking “Help & Feedback.” When submitting feedback, please include a description and/or screenshot.

1. Modifications

We may modify the Terms from time to time. The most current version of these Terms will be located at https://www.tanka.ai/agreement/terms-of-service. You understand and agree that your access to or use of the Services is governed by the Terms effective at the time of your access to or use of the Services. If we make material changes to these Terms, we will notify you. If we are required by applicable data protection laws to give you enhanced notice or seek your consent for any such changes, we will do so. You can see when the Terms were last updated by checking the “last updated” date displayed at the top of this Terms. Any revised Terms will supersede all previous Terms.  

2. Using the Services

2.1. Eligibility. Your eligibility to access or use the Services is subject to the following conditions:

- You represent to us that you are lawfully able to enter into contracts and, if you are entering into these Terms for an entity, that you have legal authority to bind that entity.

- You must agree to these Terms, the Data Processing Agreement, and other agreements between you and the Company.

- You may not access or use the Services if we have previously banned you from the Services or closed your Account (as defined below);

- You may not access or use the Services if you are, or acting on behalf of, any person or entity that is on the Specially Designated Nationals or Blocked Persons List or other similar lists maintained by any US government entity pursuant to economic sanctions laws;

- You may not access or use the Services if you are located in, organized in, or ordinarily a resident of any country or territory that is subject to a US embargo, in each case, unless your use of the Services is authorized by US law; and

- You may not access or use the Services from any territory where the Services are illegal or prohibited. Display of the Services alone does not subject us to the jurisdiction of your location.

2.2. Permission to Use the Services. We hereby grant you a non-exclusive, non-transferable, terminable license to view and use the Services for use only in connection with your internal business operations, including the internal business operations of any Team Member (as defined below) you allow to use the Services, subject to your compliance with these Terms. Except as expressly provided herein, we do not grant you any other express or implied rights or license in or to the Services, and all rights, title and interest that we have in the Services’ and rights not explicitly granted to you by the Company or the Company’s licensors are retained by the Company or the Company’s licensors, respectively. 

Except as expressly set forth in the Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole or in part, the Content of the Services without the Company’s or our licensors’ express prior written permission. This includes, but is not limited to, scraping user locations or utilizing any non-public information about our Services or other users and migrating that data anywhere. 

The licenses granted to you are conditioned upon your proper conduct and compliance with these Terms at all times, as judged by the Company in the Company’s sole discretion. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the Services. 

The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with our prior written consent but may be assigned or transferred by the Company without restriction. Any attempted assignment by you without our consent is a violation of these Terms and would be void.

2.3. Service Availability. The Services may be modified, updated, interrupted, suspended or discontinued by the Company at any time without liability. We will use commercially reasonable efforts to notify you prior to suspending or discontinuing any one or more of the Services.

2.4. User Accounts. You must provide true and accurate information when registering a user account (an “Account”), and you are responsible for keeping such information, including billing information, up to date. You are responsible for maintaining control over your Account, including the confidentiality of any login credentials, and you are responsible for all activities that occur under your Account, including the activities of any team member (each, a “Team Member”) who is provided with an account under your Account (a “Team Member Account”) or accesses the Services through your Account. You may not make Account access credentials available to third parties, share individual login credentials between multiple Team Members on an Account, or resell or lease access to your Account or any Team Member Account. You will promptly notify us if you become aware of any unauthorized access to or use of your Account or our Services. We reserve the right to close your Account at any time if you violate these Terms or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation.

2.5. Communication with Others. We provide, and always strive to improve, ways for you to communicate with colleagues. When using our Services, you and your Team Members can communicate with others through messages, voice and video calls, sending images and video, creating groups, showing your status, sharing PDFs, documents, spreadsheets, slideshows, name cards and schedules with others when you choose to. 

NO ACCESS TO EMERGENCY SERVICES: There are important differences between our Services and your mobile phone and a fixed-line telephone and SMS services. Our Services do not provide access to emergency services or emergency services providers, including the police, fire departments, or hospitals, or otherwise connect to public safety answering points. You should ensure you can contact your relevant emergency services providers through a mobile phone, a fixed-line telephone, or other service.

2.6. Instant Planning and Time Management. Our Services allow you and your Team Members to organize tasks, manage projects, and collaborate with others efficiently. You and your Team Members may create and manage tasks, set due dates, and prioritize your work. You may collaborate with Team Members in real-time to manage projects, share files, assign tasks to Team Members, and track progress within our Services. We allow you and your Team Members to sync your tasks and events to your calendar, plan your day, and avoid conflicts. 

2.7. Devices and Software. You are solely responsible for ensuring that the necessary devices, software, and data connections required to use our Services are available and functional. To maintain optimal performance and security of our Services, you must ensure that all updates to our software or applications related to the Services are promptly downloaded and installed, whether these updates are provided manually or automatically. Failure to do so may affect your ability to access and use certain features of our Services.

2.8. Consistent and Seamless Experiences. Our Services help you find and connect with colleagues, business partner, clients and others, as well as to share insights with your connections. We design our systems so that your experience may be consistent and seamless across the different products that you use in connection with our Services.

3. AI Powered Services. 

3.1. Generative AI and User Messages. When enabled by the user, the Services employ advanced generative artificial intelligence (“AI”) technology to understand and analyze you and your Team Members’ messages and interactions while using the Services (the “AI Powered Services”). The AI Powered services may produce content (“Output”) based on you and your Team Members’ conversations, usage, and queries (“Input”). Utilizing sophisticated natural language processing, the AI aims to provide helpful and informative responses including:

- assistance, such as answering questions, offering guidance, and completing tasks based on user requests;

- analysis, such as identifying key information regarding user messages and usage;

- recommendations, such as suggesting solutions, resources, and actions relevant to your needs; and

- other types of responses we may incorporate into the Services from time to time.

To enhance user experience, the AI interacts in a life-like conversational format. While we endeavor to provide a helpful and informative user experience through our Services, it is important to acknowledge that AI technology is still under development and has inherent limitations. By using the Services you acknowledge and understand that:

(w) Responses are not human-authored. The AI does not possess human-level understanding, and its responses are based on machine learning and may not always capture the nuances of human communication;

(x) AI has limitations. While we strive for accuracy, the AI may produce responses containing errors, and misunderstandings may occur due to complex language variations, incomplete information, or technical limitations; 

(y) Output may not be unique. Due to the nature of AI, Output may not be unique across users and the AI may generate the same or similar Output for the AI Powered Services or other users; and

(z) AI is Not a Replacement for Professional Advice. The AI’s responses should not be considered professional advice or a substitute for seeking qualified assistance in legal, financial, medical, or other critical matters.

3.2. Third-Party AI Services. To offer the AI Powered Services, we use certain third-party vendors. You acknowledge and agree that the AI Powered Services are provided by the third-party vendor as described in Section 9.2 (Linked Third-Party Products or Services), and the applicable third-party AI service terms (“Third-Party AI Service Terms”) will govern your use of those applicable AI Powered Services.

3.3. Acceptable Use of the AI Powered Services. You must use, and ensure your Team Members use, the AI Powered Services and the generated Output only (i) in a lawful manner and in compliance with all applicable laws; (ii) in accordance with the Terms of Service, the Acceptable Use Policy, any applicable Third-Party AI Service Terms or other documentation related to the AI Powered Services; and (iii) in a manner that does not infringe or attempt to infringe, misappropriate or otherwise violate any of our rights or those of any other person or entity (for clarity, “manner” as used in (i) and (iii) above includes without limitation the method, purpose and/or means of causing or attempting to cause the AI Powered Services to generate Output).

3.4. No Guarantee; No Representations or Warranties. Given the rapidly evolving nature of this technology, the AI Powered Services are not error-free, may not work as expected and may produce inaccurate information. By using the AI Powered Services, you acknowledge that you should scrutinize the veracity of any information included in the Output from the AI Powered Services. You should not rely on the AI Powered Services, and you should not use the AI Powered Services for advice of any kind. You understand and accept that the generation and use of Output involves inherent uncertainties, limitations, and risks, and that you assume full responsibility for any consequences arising from relying or acting upon the Output. You further acknowledge and agree that the Company and its affiliates shall not be held responsible or liable for any losses, damages, or emotional harm as a result of the Output. We make no warranties or representations, express or implied, regarding the accuracy, reliability, or suitability of the Output. It is your sole responsibility to independently verify and evaluate the information provided in the Output before making any decisions or taking any actions based on such information.

4. Content

The Services include Content.  “Content” consists of the software, code, technology, text, chat posts, profiles, widgets, messages, links, emails, music, sound, graphics, pictures, image, video and all other audio visual or other material appearing on or emanating to or from the Services. Content also includes Account personas, profile content and other Content posted to or otherwise made available on the Services by you and your Team Members. 

4.1. Responsibility for Your Content. You alone are responsible for Content that you and your Team Members submit or transmit to, through or in connection with the Services, including any Input you and your Team Members provide to the Services and any Output you and your Team Members receive from the Services based on such Input (“Your Content”). You represent that you own or have the necessary permissions to use and authorize the use of Your Content as described in Section 4.2 (Our Right to Use Your Content). You may not imply that Your Content is in any way sponsored or endorsed by the Company. 

4.2. Our Right to Use Your Content. We may use Your Content to comply with applicable law, enforce these Terms and provide you with the Services, including using information and data generated by your use of the Services, such as clickstream data, page views, session duration, navigation paths, feature usage, frequency of use and other similar information, to improve the functionality and enhance user experience with our Services. We will not use Your Content to train, retrain, or improve our models that generate Output. 

4.3. Ownership. As between you and the Company, and to the extent permitted by applicable law, you own Your Content, including any Input you and your Team Members provide to the Services and any Output you and your Team Members receive from the Services based on such Input. We own the Company Content (as defined below), including but not limited to visual interfaces, interactive features, graphics, design, computer code, products, software, aggregate user review ratings, and all other elements and components of the Services excluding Your Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights throughout the world (“IP Rights”) associated with the Company Content, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of public displays or in any way exploit any of the Company Content in whole or in part except as expressly authorized by the Company. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Company Content are retained by the Company. “Company Content” means Content that the Company creates and makes available in connection with the Services. “Third Party Content” means Content that originates from parties other than the Company, which is made available in connection with the Services.

5. Paid Accounts 

5.1. Fees; Billing. If you purchase any Services, you agree to pay all fees charged to your Account according to the price agreed upon by you and the Company. Company may offer promotions or discounts from time to time, and you agree to pay the fees according to the terms of the promotion or discount agreed upon by you and the Company. You will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You’re responsible for all applicable taxes, and we’ll charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received.

5.2. Cancellation. You can cancel your paid subscription at any time. Payments are nonrefundable, except as provided by our refund policy as provided by the Company or as required by law. Your cancellation becomes effective the day after your next billing date, allowing you to use the Services until then. To avoid being charged for the next billing period, cancel at least 24 hours before your next billing date.

5.3. Changes. We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

6. Restrictions

You also agree not to, and will not assist, encourage, enable, or cause others, including your Team Members, to:

- Violate any third-party rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right; 

- Violate the Terms (including Acceptable Use Policy), Data Processing Agreement, or other agreement between you and the Company;

- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade or in any way exploit the Services, Company Content or Third Party Content, except as expressly authorized by us;

- Use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the Services, Company Content or Third Party Content;

- Reverse engineer any portion of the Services;

- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services;

- Record, process or mine information about other users in any impermissible or unauthorized matter;

- Impersonate someone;

- Create software or APIs with the use of our Service that function substantially the same as our Services and offer them for use by third parties in an unauthorized manner, which may burden, impair, or harm us, our Services, systems, our users, or others;

- Misuse any reporting channels, such as by submitting fraudulent or groundless reports or appeals;

- Access the Services by means other than through the public interfaces we provide to you;

- Reformat or frame any portion of the Services;

- Take any action that imposes, or may impose, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive traffic demands of the Services, as determined by the Company in the Company’s sole discretion;

- Attempt to gain unauthorized access to the Services, user Accounts, user Team Member Accounts, computer systems or networks connected to the Services through hacking, password mining or any other means;

- Use the Services or any Company Content, Third Party Content or Your Content to transmit any viruses, worms, defects, Trojan horses or any other code, files or programs designated to interrupt, destroy or limit the functionality of the Services;

- Use any device, software or routine that interferes with the proper working of the Services or otherwise attempt to interfere with the proper working of the Services;

- Use the Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Services or any Company Content, Third Party Content or Your Content; 

- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of any Company Content, Third Party Content or Your Content or features that enforce limitations on the use of the Services; or

- Use the Services, or permit other persons’ access to the Services, if you or such other persons are located in a country that is embargoed by the United States or if you or such other persons are on the U.S. Treasury Department’s list of Specially Designated Nationals.

The Company reserves the right to determine what conduct the Company considers to be in violation of these Terms or otherwise outside the intent or spirit of the Services or may have adverse legal or regulatory impacts to the Company. If we reasonably suspect that you, your Team Members, or Your Content are in violation of the foregoing, the Company reserves the right to investigate such violation and take action, which may include removing or restricting access to content, features, or information, terminating your Account or any Team Member Account and prohibiting you from using the Services in whole or in part. 

7. Use and Transaction Policies

7.1. Equipment. You will provide at your own expense the equipment and internet connection required to access and use the Services.

7.2. Use Charges. The Company shall have no liability to you for use charges related to any device or service that you use to access the Services, including, without limitation, use charges for mobile telephones, tablet devices, Internet service providers, car navigation systems and other devices, whether wireless, wireline, requiring cradle synchronization or otherwise.

8. Suggestions and Improvements

By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we may have something similar to the Feedback already under consideration or in development, and (iii) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against the Company and our users any claims and assertions of any moral rights that you may have with respect to such Feedback.

9. Third-Party Links, Offerings and Services

9.1. Linked Third-Party Site. The Services may include links to other websites or applications (each a “Linked Third Party Site”). These Linked Third-Party Sites are provided to you based on your use of the Services at your election.

The Company has no control over the Linked Third-Party Sites or the materials, information, goods or services available or contained on Linked Third-Party Sites or how your data and/or personal information is used by such Linked Third-Party Sites. The Company is not responsible for, does not endorse, represent or warrant in any way the content, goods and/or services of Linked Third-Party Sites, and the Company is not liable for any claim you may have regarding any content, goods and/or services of Linked Third-Party Sites.  Also, the Company is not responsible for any privacy or other business practices of such Linked Third-Party Sites or any materials, information, goods or services available through such Linked Third-Party Sites. If you decide to access any of the Linked Third-Party Sites, you do so entirely at your own risk. The Company reserves the right to terminate any link to any Linked Third-Party Site at any time.

9.2. Linked Third-Party Products or Services. Our Services (including the AI Powered Services) may allow you to access, use, or interact with third-party websites, apps, content, other products and services. For example, you may choose to interact with a shared button on a third-party’s website that enables you to send information to your contacts. Please note that the Terms and Data Processing Agreement apply only to the use of our Services. When you use third-party products or services, their terms and privacy policies will govern your use of those products or services.

The AI Powered Services utilize the products and services provided to us by OpenAI, LLC (“OpenAI”), which are governed, among other things, by OpenAI’s Business Terms, Service Terms, Usage Policies, and Sharing & Publication Policy (collectively, the “OpenAI Terms”). The AI Powered Services may also utilize other artificial intelligence products and services that we deemed appropriate and that are provided to us by third-party vendor, which are governed by such third-party vendors’ terms and privacy policies (together with OpenAI Terms, “Third-Party AI Service Terms”). You shall not use any AI Powered Services in a manner which shall cause us to be in violation of any applicable Third-Party AI Service Terms. 

10. Indemnity

You agree to indemnify, defend and hold the Company, the Company’s parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “Company Entities”) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Services, (ii) your violation of the Terms, (iii) any products or services purchased or obtained by you in connection with the Services, or (iv) any infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company and you agree to cooperate with the Company’s defense of these claims. You agree not to settle any such matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding. 

11. Confidentiality

11.1 Confidential Information. “Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Your Content. Recipient agrees it will: (a) only use Discloser's Confidential Information to exercise its rights and fulfill its obligations under these Terms, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in these Terms.

11.2 Exceptions. The obligations in Section 11.1 (Confidential Information) do not apply to any information that (a) is or becomes generally available to the public through no fault of Recipient, (b) was in Recipient’s possession or known by it prior to receipt from Discloser, (c) was rightfully disclosed to Recipient without restriction by a third party, or (d) was independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of these Terms. Recipient will be responsible for any breach of this Section 11 (Confidentiality) by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.

12. Disclaimers and Limitations of Liability 

PLEASE READ THIS SECTION 12 CAREFULLY SINCE THIS SECTION LIMITS THE LIABILITY OF THE COMPANY TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION 12. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

12.1. NO WARRANTY. THE SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS” WITHOUT WARRANTY, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY OR RELIABILITY OF THE SERVICES, THE SAFETY OR SECURITY OF THE SERVICES, OR THE COMPANY CONTENT. ACCORDINGLY, THE COMPANY IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICES’ INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY OR RELIABILITY OF THE CONTENT. 

12.2. THIRD-PARTY SERVICES. THE COMPANY MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD-PARTY SERVICES AVAILABLE THROUGH OUR SERVICES. ACCORDINGLY, THE COMPANY IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE ACTIONS OR OMISSIONS OF SUCH THIRD-PARTY SERVICES. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH OUR SERVICES IS AT YOUR OWN DISCRETION AND RISK.

12.3. DISCLAIMER OF WARRANTIES. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF THE COMPANY SHALL CREATE A REPRESENTATION OR WARRANTY. 

12.4. USER REMEDIES. THE COMPANY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY USER TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE LIMITATIONS IN THIS SECTION 12 (DISCLAIMERS AND LIMITATIONS OF LIABILITY) WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW

13. Governing Law

Any claims arising out of the Services or these Terms (including interpretation, claims for breach, and all other claims, including consumer protection, unfair competition and tort claims) will be subject to the laws of the State of California, United States, without reference to conflict of laws principles.

14. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS OR REPRESENTATIVE CAPACITY.

14.1. Informal Dispute Resolution. We are available to address any concerns, disputes, claims or controversies that you may have regarding the Services, these Terms (including interpretation, formation, performance and breach), or the relationship between you and the Company (collectively, “Disputes”) at privacy@tanka.ai. Most Disputes are quickly resolved in this manner to our users’ satisfaction. You shall use your best efforts to settle any Dispute directly with us through consultation and good faith negotiations which shall be a precondition to initiating a lawsuit or arbitration, as applicable.

14.2. Binding Arbitration.

(a) Agreement to Arbitrate. The specific terms contained in this Section 14.2 (Binding Arbitration) shall not apply to the extent prohibited by the laws of your country of residence, provided, however, any terms contained in this Section 14.2(Binding Arbitration) shall apply to the extent such terms are not prohibited by the laws of your country of residence. If you and the Company cannot agree upon a resolution in connection with a Dispute within thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 14.1 (Informal Dispute Resolution), then either party my initiate individual, binding arbitration as the sole means to formally resolve claims, subject to the terms set forth herein. Specifically, to the fullest extent permitted by applicable law, all Disputes shall be finally settled by individual, binding arbitration administered by the American Arbitration Association (the “AAA”). The arbitration proceedings shall be governed by AAA’s Commercial Arbitration Rules (the “AAA Rules”). This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act shall apply to the interpretation, applicability, enforceability and formation of these Terms notwithstanding any other choice of law provision contained in these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including without limitation any claim that all or any party of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. The AAA Rules and the AAA Consumer Rules are both available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the cost of litigation and the right to discovery may be more limited in arbitration than in court.

(b) Location. Unless prohibited by the laws of your country of residence, arbitration shall be initiated in San Francisco, California, and you and the Company agree to submit to the personal jurisdiction of any federal or state court in San Francisco, California, in order to compel arbitration, to stay proceedings pending arbitration or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

(c) Class Action Waiver. You further agree that any arbitration shall be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive your right to file a class action or seek relief on a class basis. YOU AGREE THAT YOU MAY ONLY BRING CLAIMS AGAINST THE COMPANY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator that this class action wavier set forth in this Section (the “Class Action Waiver”) is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then this Section 14.2 (Binding Arbitration) shall be deemed null and void in its entirety, the parties shall be deemed to have not agreed to arbitrate Disputes, and Section 14.3 (Disputes Not Subject to Arbitration) shall apply.

(d) Exception for Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all Disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, moral rights violations, trademark infringement and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for access and use of the Services under these Terms. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

14.3. Disputes Not Subject to Arbitration. If, for any reason, a Dispute is not subject to the provisions of Section 14.2(Binding Arbitration), exclusive jurisdiction for any claim or action arising out of or relating to these Terms shall be the federal or state courts in San Francisco, California, and you expressly consent to the exercise of personal jurisdiction of such courts. 

14.4. Changes to this Section. We will provide sixty (60) days’ notice of any changes to this Section 14 (Dispute Resolution) and any such change will apply only to claims arising after the sixtieth (60th) day following such notice.

15. Suspension, Termination or Cancellation

15.1. Termination by You. You may terminate these Terms at any time by closing your Account, discontinuing your use of the Services and deleting the software products from your device. You have the right to cancel your Account at any time. If you terminate these Terms, any payment made prior to the termination is nonrefundable, except as provided by our refund policy as provided by the Company or as required by law.

15.2. Termination by the Company. We may suspend, cancel or terminate your Account, suspend your ability to use certain portions of the Services, and/or ban you altogether from the Services for any reason or for no reason, and without notice or liability of any kind.  Reasons for such suspension, cancelation or termination may include, but are not limited to, if we believe in good faith that (a) you or a related person has engaged in any of the restricted conduct described in Section 6 (Restrictions) or otherwise violated or may have violated these Terms or (b) your Account and use of the Services have been inactive for more than twenty-four (24) months. To the extent that you violate these Terms and we revoke the licenses granted to you, you will lose all benefits and privileges associated with the Services. We are under no obligation to compensate you for any such losses. We will use commercially reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination.

We reserve the right to stop making available any one or more of the Services, at any time, whether on a temporary or permanent basis and without any liability, compensation, refunds or other compensatory benefits to you, except as provided by our refund policy as provided by the Company or as required by law. Your license to the Services automatically ends when we terminate access to such Services. Any such action could prevent you from accessing your Account, the Services, Your Content, Services Content, or any other related information. We will use commercially reasonable efforts to notify you prior to any one or more of the Services becoming unavailable.

15.3. Post-Termination Data Deletion. Upon any termination of this Agreement, we may delete all of Your Content and we will have no obligation to you to continue storing Your Content. You should continuously maintain backups of Your Content in alternative locations or formats while using the Services. 

15.4. Survival. In the event of any termination of these Terms, whether by you or the Company, the following Sections will continue in full force and effect:  Section 4 (Content), including but not limited to the Company’s right to use Your Content, Section 6 (Restrictions), Section 7 (Use and Transaction Policies), Section 9 (Third-Party Links and Offerings), Section 10 (Indemnity), Section 11 (Confidentiality), Section 12 (Disclaimers and Limitations of Liability), Section 13 (Governing Law), Section 14 (Dispute Resolution), Section 15 (Suspension, Termination or Cancellation) and Section 16 (Miscellaneous).

16. Miscellaneous

16.1. Rights. Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party. 

16.2. Agreement Between You and the Company. The Terms contain the entire agreement between you and the Company regarding the use of the Services, and supersede any prior agreement between you and the Company on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms. 

16.3. Waiver. Any failure on the Company’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. 

16.4. Severance. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. 

16.5. Section Titles. The section titles in the Terms are for convenience only and have no legal or contractual effect.