Sumeru AI Terms of Service Agreement

Last Updated: August 26, 2025

By using of our website located at https://www.sumeruai.us (the "Site"), Sumeru AI artificial intelligence powered media and image editing and generating services and the associated web-based software-as-a-service provided by Sumeru AI ("Hosted Service"), the Sumeru AI Open API and any other application programming interfaces we make available on the Site (the "APIs"), and any other Sumeru AI products and services accessible through the Site (the foregoing, collectively, the "Service") provided by SUMERUAI LLC, with its registered address at 1501 86th Ave NE, Clyde Hill, WA, 98004-3338 (the "Sumeru AI", "we", "us" or "our"), you ("you" "your" or the "Customer"), as the user of the Services, are agreeing to this Sumeru AI Terms of Service ("Terms of Service") and our Privacy Policy.

1. Acceptance of Terms

As a user of the Services, you are granted access for your own individual use only. If you use the Services on behalf of a company or other entity then "you" includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and (b) you agree to these Terms of Service on the entity's behalf. You also may be subject to additional guidelines, rules, policies or other terms of service posted on portions of the Site. The Site and Services are intended for use only by users over the age of 13.

Sumeru AI may, in its sole discretion, modify or revise these Terms of Service at any time, and you agree to be bound by such modifications or revisions. We will notify you by making the revised version available on this web page, and an updated revision date will indicate that changes have been made.

2. Registration

a) Eligibility.

To use the Service you must (a) be at least 18 years old or the applicable age of majority in your jurisdiction, or if you are under such age of majority, you must have your parent or guardian read the Terms of Service and agree to it on your behalf; (b) not be a person barred from using or receiving the Service under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the Service; (c) not be a competitor of Sumeru AI or otherwise access and/or use the Service (or any part thereof) for the purpose of developing competitive products or services; and (d) not have been previously removed, terminated and/or suspended from accessing and/or using the Service.

b) Registration.

In order to use the Service, Customer may be required to register an account ("Account"). In registering an Account, Customer agrees to provide and maintain up to date account registration information, may including your address or other contact information and other Personal Information (as defined in our Privacy Policy)—For the kind of Personal Information we collect, the purposes of the collection, and how we use your Personal Information, please read our Privacy Policy., which may include, your e-mail address or other contact information, and billing information that is true, accurate, current, up to date, and complete. Customer agrees that it will not, and will not permit any third party to, create an Account or sign up to access the Service using a false identity or fictitious information. Customer understands and agrees that Customer is solely responsible for maintaining the confidentiality of and protecting the passwords, license keys and/or other access credentials for the Account. Customer is solely responsible for any activity originating from the Account, regardless of whether such activity is authorized by Customer. Customer agrees to notify Sumeru AI immediately of any unauthorized use of or access to Customer's Account.

3. Consent Electronic Notices

By accessing the Service, you agree to receiving electronic communications from Sumeru AI via email, through the user-interface of the Service or through Sumeru AI authorized support communication channels, which may include notices about transactional information and other information related to Customer's use of the Service. These electronic communications are part of Customer's relationship with Sumeru AI, and Customer receives them as part of Customer's access and use of the Service. Customer agrees that any notices, agreements, disclosures, or other communications that Sumeru AI sends Customer electronically will satisfy any legal communication requirements, including that such communications be in writing, to the extent permitted by applicable law.

4. Access to Service

Subject to the terms and conditions of the Terms of Service, Sumeru AI grants to Customer a personal, non-exclusive, non-sublicensable, non-transferable and limited right to access and use the Service, over the internet, in accordance with the Terms of Service and the then-current technical and user documentation ("Documentation") made available by Sumeru AI for the Service, and subject to any applicable usage parameters or restrictions specified in the Documentation or by Sumeru AI in writing regarding the scope of use of the Service.

5. Service Modifications and Availability

Sumeru AI reserves the right, at its sole discretion, to modify or discontinue the Site or Services, at any time, for any or no reason, and without notice or liability. We also schedule system downtime from time to time, and unplanned system outages may occur. We shall have no liability for the resulting unavailability of the Site or Services or transactions caused by planned or unplanned system outages or the resultant delay, mis-delivery, non-delivery of information caused by such system outages, or any third party acts or any other outages of web host providers or the Internet infrastructure and network external to the Site or Services.

6. Prohibited Uses

You acknowledges that the Service embodies, contains, and constitutes valuable trade secrets of Sumeru AI and its licensors and suppliers. Accordingly, your agrees that it will not, and it will not permit any third party to:

a) Generate, upload or transmit any Content "as hereinafter defined" that: (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or other relationships; (ii) is verifiably false information and/or content with the purpose of harming others; (iii) poses or creates a privacy or security risk to any person or contains personal identifiable information that can be used to harm an individual; (iv) contains malware, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and networks; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Sumeru AI, is objectionable or which restricts or inhibits any other person from using or enjoying the App or Services, or which may expose Sumeru AI or its users to any harm or liability of any type;

b) interfere with or disrupt the Service or servers or networks connected to the Service, or fail to comply with any requirements, procedures, policies or regulations of networks connected to the Services;

c) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d) conduct scraping, data mining, data extraction or data harvesting by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

e) conduct fully automated decision making that adversely impacts an individual's legal rights or otherwise creates or modifies a binding, enforceable obligation;

f) to provide financial, trading and professional investment advice;

g) provide professional medical advice

h) promote any criminal activity or enterprise or provide instructional information for illegal activities;

i) lease, lend, sell, distribute, or sublicense any part of the Service;

j) try to get around any technological measure designed to protect the Service or any technology associated with the Service;

k) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Service source code, in whole or in part (unless a portion of code contained within the Services is released as open source and the open source license governing such code expressly permits reverse engineering, copying or other modification);

l) create malicious or abusive content (as determined by Sumeru AI in its sole discretion) or any content that violates a Sumeru AI policy; or use the Service (or any part thereof or any technology contained therein) in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable laws

m) discriminate against or harm individuals or groups based on online or offline social behavior or known or predicted personal or personality characteristics;

n) exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm;

o) take any action intended to or which has the effect of discriminating against individuals or groups based on legally protected characteristics or categories;

p) conduct any form of political manipulation or

q) violate any applicable local, state, national or international law, or regulations.

In addition, the avatars that are not created specifically for you and are already available in the Hosted Service ("Sumeru AI Avatars") bear a life-like resemblance to, and are made based on, real people. For this reason, in order to protect the rights and reputation of the actors and to comply with the licensing terms with the actors, additional restrictions apply. In addition to the above general restrictions, you agree not to use any Sumeru AI Avatars without Sumeru AI explicit written consent: (a) in Output (i) for "promoted", "boosted", or "paid" advertising on any social media platform or similar media; (ii) for TV broadcasting; (iii) used as or part of non-fungible tokens or similar; (iv) in which Sumeru AI Avatar is making any kind of statement of fact regarding religion, politics, race, gender, sexuality, or other similar topics that are known to be sensitive to certain demographics; or (v) in which Sumeru AI Avatar is making any kind of statement of opinion, including expressing any personal preferences or experiences as if they are Sumeru AI Avatar's preferences or experiences; (b) to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation; (c) to portray Sumeru AI Avatar in Output (i) alongside or in connection with regulated or not age-appropriate goods or services; or (ii) in a way that a person would reasonably find offensive, including, but not limited to portraying Sumeru AI Avatar as suffering from or medicating for any medical condition, including addiction; or (d) to create trademarks, design-marks, service-marks, or other similar protected or registrable rights.

7. Free Trial

If you register for a free trial to the Hosted Service, APIs, and/or any other paid features of the Service on our Site, subject to the terms of the Terms of Service, we will make such features of the Service available to you on a trial basis, free of charge, until the end of the free trial period, upon which, unless you have canceled your free trial by emailing service@sumeruai.com at least 24 hours prior to the end of the free trial period, your paid subscription to the Service ("Subscription") shall automatically commence, provided that payment for such Subscription has been received by Sumeru AI. Additional trial terms and conditions may appear on the trial registration web page and are incorporated into the Terms of Service by reference. Your Content that you input into the Service, and any customizations made to the Service by or for you, during your free trial may be permanently lost or deleted at the end of the free trial period unless you purchase a Subscription to the Service before the end of the free trial period.

8. Feedback

To the extent Customer provides any suggestions and feedback to Sumeru AI regarding the functioning, features, and other characteristics of any Sumeru AI Property (as defined below), or any part or component thereof, or other materials or services provided or made available by Sumeru AI hereunder ("Feedback"), Customer hereby grants Sumeru AI a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under Customer's and its licensors' intellectual property rights to use and exploit such Feedback in any manner and for any purpose.

9. APIS

a) Permitted Use of the APIs.

The APIs are designed to help you to enhance your websites and applications ("API Client(s)"). You will only access (or attempt to access) an API by the means described in the documentation of that API. If Sumeru AI assigns you developer credentials, you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client's identity when using the APIs or developer accounts. Sumeru AI sets and enforces limits on your use of the APIs in Sumeru AI sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API, unless you obtain Sumeru AI prior, written consent (and Sumeru AI may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). You acknowledge that your right to use the APIs is limited, non-exclusive, non-sublicenable, non-transferable and non-assignable, and that Sumeru AI or its users may develop products or services that may compete with the API Clients or any other products or services.

b) Ownership.

Sumeru AI does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.

c) API Usage Restrictions.

Without limiting Sections 6 or any other prohibitions or restrictions on your use of the Service set forth in the Terms of Service, when using the APIs, you may not (or allow any third party to):

i. use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems);

ii. use the APIs other than directly, or in connection with a service that you offer directly, to end users;

iii. create an API Client that (i) functions substantially the same as the APIs and offer it for use by third parties; (ii) is directed towards or is likely to be accessed by individuals under the age of 18; or (iii) competes with any portion or all of the Service without our prior written consent;

iv. use the APIs in clinical practice, to provide medical advice, or in any manner that is overseen by or requires clearance or approval from a medical device regulatory agency;

v. if you are (or become) a "covered entity" or "business associate" as defined in HIPAA, use the APIs for any purpose or in any manner involving transmitting protected health information to Sumeru AI unless you have received prior written consent to such use from Sumeru AI;

vi. use the APIs to obtain training data; or (g) do the following with content returned from the APIs: (i) scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; (ii) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material; (iii) copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party; or (iv) misrepresent the source or ownership.

d) Submission of Content.

Some of our APIs allow the submission of content. Sumeru AI does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Client, except as expressly provided in the Terms of Service. For the sole purpose of enabling Sumeru AI to provide, secure, and improve the APIs (and the related services) and only in accordance with the applicable Sumeru AI privacy policies, you grant Sumeru AI a perpetual, irrevocable, worldwide, sublicensable, assignable, royalty-free, and non-exclusive license to use, host, store, modify, communicate, and publish content submitted, posted, or displayed to or from the APIs through your API Client. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the foregoing license. When a user's non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.

e) Third Party Content.

Our APIs contain some third party content (such as text, images, voice, videos, audio, or software). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms of Service, and we may remove or refuse to display content. Finally, content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

f) Attribution.

You can have a free API quota after registration ("Initial Free Quota") as may be allocated by us. Once you have exhausted your Initial Free Quota, then you may apply to us for an additional free quota ("Additional Free Quota"). Upon approval of the Additional Free Quota—at our sole discretion—, you shall display "powered by SumeruAI" in connection with your API Client(s), along with any other attributions required by us. If your free quota request is denied by us (at our sole discretion), or Additional Free Quota has been exhausted, then you are not required to display "powered by SumeruAI" in connection with your API Client(s). Sumeru AI hereby grants you a nontransferable, non-sublicensable, nonexclusive license, during the term of the Terms of Service, to display the Sumeru AI (as hereinafter defined) for the sole purpose of promoting or advertising that you use the APIs. You must only use the Sumeru AI Marks for the purpose of fulfilling your obligations under this Section and in accordance with (a) the Terms of Service; and (b) any branding or trademark guidelines that Sumeru AI may provide in writing from time to time. You understand and agree that Sumeru AI has the sole discretion to determine whether your attribution(s) and use of the Sumeru AI Marks are in accordance with the above requirements and guidelines. All use by you of the Sumeru AI Marks (including any goodwill associated therewith) will inure to the benefit of Sumeru AI. "Sumeru AI Marks" is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Sumeru AI.

10. Payment

a) Fees.

Sumeru AI reserves the right to require payment of fees for certain features of the Service. Should Sumeru AI elect to charge for a feature and you elect to subscribe to such feature or to continue to subscribe to such feature after being notified of the charges, you shall pay all applicable fees. If you choose to cancel your subscription, you are not entitled to any refund for prior charges. Sumeru AI reserves the right to change its price list and to institute new charges at any time, which may be sent by email or posted on the Site. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges. Sumeru AI pricing webpage sets forth Sumeru AI current fees and payment, renewal, and Subscription terms and is located at https://www.sumeruai.us/pricing. Sumeru AI reserves the right to determine and adjust the pricing for the Service. We may increase fees or add new fees for any existing Service or feature by giving you advance notice of changes before they apply.

You will be periodically billed the amounts indicated to you at the time of your subscription to the applicable Subscription terms, as may be updated from time to time by Sumeru AI, and the Subscription will be billed on a periodic basis. You hereby authorize Sumeru AI to charge your credit card, debit card, or bank account (as applicable) on a going- forward basis and until cancellation of either the Subscription or your Account automatically.

BY PURCHASING A SUBSCRIPTION, YOU AGREE THAT AFTER THE INITIAL TERM OF YOUR SUBSCRIPTION PLAN, AND AGAIN AFTER ANY SUBSEQUENT SUBSCRIPTION PERIOD, PROVIDED THAT SUMERU AI RECEIVES PAYMENT OF THE APPLICABLE SUBSCRIPTION FEES, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW ON THE FIRST DAY FOLLOWING THE END OF SUCH PERIOD FOR SUCCESSIVE PERIODS OF THE SAME DURATION AT SUMERU AI THEN-CURRENT PRICE FOR SUCH SUBSCRIPTION PLAN UNLESS YOU CANCEL YOUR SUBSCRIPTION PLAN OR ACCOUNT AS FURTHER DESCRIBED BELOW.

b) Third Party Payment Provider.

Sumeru AI uses third party payment providers (each, a "Third Party Payment Provider") such as Stripe and its affiliates as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By making any purchase on the Service, you agree to be bound by the terms and policies of the applicable Third Party Payment Provider(s), and hereby consent and authorize Sumeru AI and Third Party Payment Provider to share any information and payment instructions you provide with one or more Third Party Payment Providers to the minimum extent required to complete your transactions.

c) Taxes.

The payments required under the Terms of Service do not include any tax that may be due in connection with the services provided under the Terms of Service. If Sumeru AI determines it has a legal obligation to collect any applicable tax from you in connection with the Terms of Service, Sumeru AI shall collect such taxes in addition to the payments required.

11. Third party Services

Our services may include third party software, products, or services, ("Third Party Services") and some parts of our Services, like our browse feature, may include output from those services ("Third Party Output"). Third Party Services and Third Party Output are subject to their own terms, and we are not responsible for them.

12. Limitations on Linking and Framing

You are free to establish a hypertext link to our Services so long as the link does not state or imply any sponsorship of the Content. However, you may not, without our prior written permission, frame or inline link any of the Content or incorporate such Content into another website regardless of whether it is protected intellectual property.

13. Content

You may provide, upload or submit ("Transmit") input to the Services ("Input"), and receive output from the Services based on the Input ("Output", Input and Output are collectively referred to as "Content"). You are responsible for Content, including ensuring that it does not violate any applicable law or the Terms of Service. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

Responsibility for what is Transmitted through the Services, lies with each user. You alone are responsible for the Content you Transmit. We are not responsible for the Content you or others may Transmit through the Services.

You understand that we have no obligation to monitor user activities or Content Transmitted by users. However, we reserve the right at all times, in our sole discretion, to screen Content Transmitted by users and to edit, move, delete, and/or refuse to accept any Content that in our sole determination violates these Terms of Service, or is otherwise unacceptable or inappropriate, whether for legal or any other reasons.

14. Proprietary Rights and Trademark

a) The Website.

The visual interfaces, graphics, design, compilation, code, products, services, and all other proprietary elements of the Site and Services provided by Sumeru AI (the "Materials") are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except as otherwise designated here and on the Site or Services, all Materials contained on the Site or Services are the property of Sumeru AI or its subsidiaries or affiliated companies and/or third-party licensors. Except as expressly authorized by Sumeru AI, you agree not to sell, sell access to, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the proprietary elements of the Site and Services

b) Sumeru AI Marks.

All trademarks, service marks, and trade names are proprietary to Sumeru AI or its affiliates and/or third-party licensors. Except as expressly authorized by Sumeru AI, you may not use or display any mark, name, trade name, or logo appearing on the site without the owner's prior consent or other legal authorization.

c) Reservation of Rights.

Sumeru AI reserves all rights not expressly granted in this Terms of Service.

15. Termination

a)

You are free to stop using our Services at any time. You agree that Sumeru AI, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any Content within the Services, for any reason, including, without limitation, for lack of use or if Sumeru AI believes, in good faith, that you have violated or acted contrary to the letters or spirit of these Terms. Sumeru AI may also, in its sole discretion, discontinue the Services, or any part thereof, with or without notice, at any time. You agree that any termination of your access to the Services under any provision of these Terms may be affected without prior notice. Termination of your account or access to any component of the Services will not terminate Sumeru AI rights to the Content. Further, you agree that Sumeru AI will not be liable for any damages to you or any third party as a result of such termination.

b) Effect of Termination.

Upon termination of the Terms of Service or of your use of the Service for any reason, (a) your right to access and use the Service will automatically terminate, and you will cease all access and use of the Service and related Documentation; (b) you will immediately cease all use of the Sumeru AI Marks (if applicable); (c) you will delete any cached or stored content that was permitted by the cache header under the Terms of Service; (d) Sumeru AI may, but is not obligated to, delete any of Your Content after 6 months after termination of the Service. In addition, if Sumeru AI terminates the Terms of Service or your use of any part of the Service because it has found you in breach of the Terms of Service or violation of applicable use policies, you must cease use of and delete any Output and any other materials obtained from the Service in your possession, whether in electronic or printed format. Except as expressly set forth herein or on Sumeru AI pricing webpage, Sumeru AI will not under any circumstances issue a refund for early termination of the Terms of Service or of your use of the Service.

16. Disclaimers

We do not warrant or make any representations regarding the use or the results of the use of the Services or the Content made available through the Services or on third-party sites in terms of their correctness, accuracy, timeliness, reliability or otherwise. We are not responsible for the conduct, whether online or offline, of any user of the Site or Services. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with other users. It is your responsibility to have the equipment and/or software necessary to access the Services including the cost of maintaining the equipment and software. We are not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or at the Site or combination thereof, including any injury or damage to users or to any person's computer or digital device related to or resulting from participation or downloading materials in connection with the Site or Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, resulting from use of the Site or Services or from any Content posted on the Site or transmitted to users, or any interactions between Users of the Site or Services, whether online or offline.

The Site or Services are provided As-Is and as available. We expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that: (a) the Services will meet your requirements; (b) the Services will be available on an uninterrupted, timely, secure, or error-free basis; or (c) the results that may be obtained from the use of the Services will be accurate or reliable.

To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

You acknowledge that the provisions of this section are a material inducement and consideration to us to grant the license contained in these Terms of Service and to provide you with access to the Services.

The Services are provided for informational purposes only, and is not intended for trading or investment, or for commercial use. The Services should not be used in any high-risk activities where damage or injury to persons, property, environment, finances, or business may result if an error occurs. You expressly assume all risks for such use.

You accept and agree that any use of outputs from our service is at your sole risk, and that you will not rely on Output as the sole source of truth or factual information, nor as a substitute for professional advice.

17. Limitations of Liability

In no event shall we be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damage arising from your use of the Site or Services, even if we have been advised of the possibility of such damage. You understand and agree that the download and use of any material through the Site and the Services is done at your discretion and risk and that you will be solely responsible for any loss or damage to your computer system or loss of data that may result in the download or use of any material. Sumeru AI neither assumes, nor does it authorize any person or entity to assume on its behalf, any other liability in connection with the provision of the Site or Services. The limitations of liability provided in these Terms of Service inure to the benefit of Sumeru AI, shareholders, affiliates and to all of our respective officers, directors, employees, attorneys and agents and, in each case, liability is limited to the fullest extent permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction. If you are dissatisfied with the Services, or any Content made available through the Services, or with any of terms and conditions relating to the Services, your sole and exclusive remedy is to discontinue using the Services and the Site.

18. Indemnity

You agree to indemnify and hold harmless us, our affiliates, and each of our and their respective directors, officers, managers, employees, shareholders, agents, representatives and licensors, from and against any and all losses, expenses, damages and costs, including reasonable attorneys' fees, that arise out of your use of the Services, violation of these Terms of Service by you or any other person using your account, or your violation of any rights of another. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such an event, you agree to cooperate with us to the best of your ability upon request.

19. Dispute Resolution by Binding Arbitration

The Terms of Service (including any questions over its validity and existence and its relevant documents) shall be governed by and construed in accordance with the laws of Washington, without regard to its conflict of laws principles.

This section affects your rights so please read it carefully.

A. Agreement to Arbitrate

This section is referred to as the "Arbitration Agreement". You agree that any and all disputes or claims that have arisen or may arise between you and Sumeru AI, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Arbitration Agreement, you and Sumeru AI are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

B. Prohibition of Class and Representative Actions and Non-Individualized Relief

You and Sumeru AI agree that each party may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both parties agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s).

C. Pre-Arbitration Dispute Resolution

Sumeru AI is always interested in resolving disputes amicably and fairly. If you have questions or concerns about the Services, we strongly encourage you to first email us about them at service@sumeruai.com with the subject title "NOTICE OF DISPUTE". The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Sumeru AI and you are unable to resolve the dispute within sixty (60) calendar days after the Notice is received, you or Sumeru AI may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by either party shall not be disclosed to the arbitrator until after the arbitrator determines the amount of an award, if any, to which you or Sumeru AI is entitled.

D. Arbitration Procedures

Any arbitration between you and Sumeru AI will be settled under the Federal Arbitration Act and administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules or its Commercial Arbitration Rules in effect at time the claim is submitted (the "Rules"). You and we agree the following rules will apply to the proceedings: (a) the arbitration will be heard and determined by a single, neutral arbitrator selected in accordance with the Rules; (b) the arbitration will take place in the county where you live or at another mutually agreed location; (c) the arbitration will be conducted by telephone, online, or based solely on written submissions (at the choice of the party seeking relief); (d) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise), and provided that, Disputes that involve a claim of more than $10,000 USD must be resolved per the Rules about whether the arbitration hearing has to be in-person; and (e) any judgment on the arbitrator's rendered award may be entered in any court with competent jurisdiction. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. Except as otherwise expressly set forth in the Terms of Service, the arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. If there is any inconsistency between any term of the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent term contained in the Arbitration Agreement would result in the arbitration to be fundamentally unfair. The arbitrator is strictly bound by the terms of this Arbitration Agreement. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually considered to be simpler and more streamlined than trials and other judicial proceedings, the arbitrator shall have the same authority as a judge in the judicial system in determining the number of damages and other forms of relief. Decisions made by the arbitrator are final and enforceable in a court of competent jurisdiction. An appeal of the arbitrator's decision must be agreed by both parties in writing.

Unless Sumeru AI and you agree otherwise, any arbitration hearings will take place in Seattle, Washington.

E. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.

F. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

G. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms of Service will continue to apply.

H. Future Changes to Arbitration Agreement

Notwithstanding any provision in this Terms of Service to the contrary, Sumeru AI agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Sumeru AI a written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you agree that you are bound by the Arbitration Agreement that was in effect immediately prior to the proposed change.

20. Waiver

The failure of Sumeru AI to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Sumeru AI.

21. Relationship of Parties

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Service, and these Terms of Service are solely between you and Sumeru AI and are not intended to be for the benefit of any third party. If there is a dispute between participants on this Site, or between users and any third party, you understand and agree that Sumeru AI is under no obligation to become involved. In the event that you have a dispute with one or more users or third parties, you hereby release Sumeru AI, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or services.

22. Miscellaneous

This agreement is personal to you and may not be assigned to any third party. These Terms of Service are not intended to benefit any third party, and do not create any third-party rights. Accordingly, these Terms of Service may only be invoked or enforced by you or us.

You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arisen out of or related to the use of our Services, or these Terms of Service must be filed by you within one year after the claim becomes actionable.

This is the entire agreement between you and Sumeru AI relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms of Services or Documentation made by Sumeru AI.

Contact Us

If you have any questions about these Terms, please contact us at the following address:

Company Name: SUMERUAI LLC

Email: service@sumeruai.com