Terms of Use

WALD INC. TERMS OF USE

Updated and effective: August, 2024

Geographical Restrictions

Please note: At this time, Wald's Services are not available to residents of the European Union (EU) or the United Kingdom (UK). This decision is in recognition of the comprehensive data protection requirements established by the General Data Protection Regulation (GDPR) and other applicable EU and UK data protection laws. We look forward to the opportunity to offer our Services to EU and UK residents in the near future

Welcome to Wald!

These Terms of Use apply to your use of Wald's AI services, along with any associated software applications and website (all together, “Services”). These Terms form an agreement between you or the organization that you represent (“you”, “your”, “Customer”) and Wald, Inc., a Delaware company (“we”, “us”, “our”). You affirm that you possess the legal capacity to enter into contracts, and if you are agreeing to these Terms on behalf of an entity, you confirm that you have the authority to legally bind that entity.

• Services

  
  

  • Overview

    
    
    • Inputs: Upon receiving your input or content, including uploaded documents (“Prompts”), we generate a sanitized version of these Prompts (“Sanitized Prompts”) by removing sensitive data from Prompts using our proprietary data sanitization techniques.
    
    
    • Outputs: We send Sanitized Prompts to external large language models (LLMs) and/or a private instance of an open-source LLM model to generate responses (“Outputs”, and together with Prompts and Sanitized Prompts, “Customer Content”) for our customers. Our dual approach allows us to leverage the strengths of various models to generate the most accurate and relevant Outputs based on the Sanitized Prompts.
    
    
    • We reserve the right to modify or update our Services as necessary to enhance performance, provided such changes do not materially decrease the functionality or security of our Services.
    
    
    • The information provided when using Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
  
  
  • Use of Services. We grant you a non-exclusive, limited right to access and use Services during the term of your subscription. You are responsible for what you post or upload in your Prompts.
  
  
  • Responsibilities. You must provide accurate and up-to-date account information. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of Services. You are responsible for all activities that occur under your account. You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services. Further, you are solely responsible for (a) all use of Services associated with your account; (b) maintaining the confidentiality of your account names and passwords; (c) using Services for lawful purposes only and subject to these Terms; and (d) obtaining any rights, permissions, or consents necessary for the lawful use of Customer Content and the Services. Finally, you agree that we are not liable for any losses incurred as a result of a third party's use of your account, regardless of whether such use is with or without your knowledge and consent.
  
  
  • Limitations. It is your responsibility to independently evaluate whether Sanitized Prompts and Outputs are appropriate for each of your use cases, including where human or professional review is appropriate, before using or sharing Sanitized Prompts or Outputs. You acknowledge, and agree to notify your end users that factual assertions in Outputs should not be relied upon without independently checking for accuracy, as they may be false, incomplete, inaccurate, unoriginal, or misleading. You further acknowledge that due to the nature of artificial intelligence generally, Sanitized Prompts and Outputs may be inaccurate, incomplete, and similar or even identical to outputs others receive and that they may also contain content inconsistent with our views.
  
  
  • Feedback. If you provide us with any feedback regarding our Services including ideas, suggestions, ratings, and/or reporting of any issues (collectively, “Feedback”), we may use such Feedback freely at our own risk and without any obligation to you. For clarity, we shall not be obligated to pay any compensation for any Feedback or to respond to such Feedback. Your Feedback shall not violate any right of third parties or contain libelous or otherwise unlawful, abusive material, or any computer virus or malware that could in any way affect our Services or our website.
  
  
  • Data Privacy. If you share personal data or personally identifiable information with us, our Data Processing Addendum under Exhibit A applies and is incorporated herein by reference. Please also read our Privacy Policy. You also acknowledge that, except as described in these Terms, the information you provide to us or that we collect will be used and protected as described in thePrivacy Policy.
  
  
  • Chatbot: You understand and acknowledge that you are interacting with an interactive AI agent rather than a real human.
  
  

• Acceptable Use; Restrictions

  
  
  • Compliance Each party will comply with all laws and regulations applicable to the provision and use of Services, including any applicable data privacy laws and use policies of external LLMs.
  
  
  • Acceptable Use. You may only use our Services in compliance with these Terms, and shall cooperate with all reasonable requests for information from us to support compliance with our Terms, including to verify your identity and use of Services.
  
  
  • Restrictions As a customer of our Services, you agree not to use Services to:
    
    
    
    • violate any laws, our Terms, or external LLMs’ use policies (discussed below) or promote illegal activities;
    • build a product or service that compete with ours, or otherwise disparage, tarnish, or harm us and/or our Services;
    • violate or infringe upon rights of others including intellectual property rights;
    • copy, distribute or modify Services without our express authorization;
    • harass, abuse, or harm any person;
    • incite violence or compromise someone’s privacy or identity;
    • produce or disseminate content that discriminates against, demeans, or incites hatred towards individuals or groups based on race, ethnicity, religion, gender, sexual orientation, disability, or any other protected characteristic; and
    • create or disseminate false or misleading information with the intent to deceive or mislead others, including the fabrication of news stories, hoaxes, or conspiracy theories.

• Use of External LMs

  
  
  • Use Policies: Our Services utilize external LLMs. We adhere strictly to the commercial terms and use policies of our vendors. By using our Services, you acknowledge that your data, post-sanitization, will be processed by these external LLMs in accordance with their respective terms and policies, as may be updated from time to time by the respective LLM providers, and that you are also responsible to abide by their use policies, which are available at:
    
    • OpenAI
    • Anthropic
    • Google
    • Meta
    We may also update our vendors from time to time, in which case we will update our Terms to reflect such changes. If any provision of the external LLMs' use policies is found to be unenforceable or invalid, the remainder of these Terms shall continue in full force and effect.
  
  
  • No Liability for External Models: While we take all necessary precautions to sanitize and secure your data, we are not liable for the actual processing of and the Outputs generated by external LLMs once the data has been sanitized by us. If you do not approve of our use of external LLMs, please do not access or use our Services.
  
  

• Intellectual Property

  
  

  Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other's content or intellectual property, by implication or otherwise. As between you and us, and to the extent permitted by applicable law and subject to these Terms, you retain all ownership rights in Prompts and Sanitized Prompts. Subject to your compliance with these Terms, we assign to you all of our right, title, and interest—if any—in the Outputs generated as a result of your use of our Services. We may use Sanitized Prompts and/or Outputs to provide, maintain, and improve our Services and to develop other products and services. We will not train our models on any Prompts and we will only use Sanitized Prompts throughout the term of your subscription to our Services. Provided, however, if you provide Feedback to us (through the Services or otherwise) regarding any Customer Content, we may use such Feedback in accordance with Section 1(E).
  
  We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in Services. Services contain materials that are proprietary and are protected by intellectual property laws. Except as otherwise expressly provided, none of Services may be copied, reproduced, republished, displayed, transmitted or distributed in any way and nothing on Services shall be construed to confer any license under any of our intellectual property rights, whether by estoppel, implication or otherwise. Any rights not expressly granted in these Terms are reserved by us.
  
  The trademarks, logos, taglines, and service marks displayed with Services (collectively, the “Trademarks”) are registered and unregistered Trademarks of ours and others. The Trademarks may not be used without our prior express written permission. We acknowledge the Trademarks of other organizations for their respective products or services provided with our Services. Other than as provided in these Terms, your use of the Trademarks is strictly prohibited.

  
  

• Payment and Billing

  
  
  • Payment of Fees: You are responsible for fees incurred by your account. We reserve the right in the future to change prices upon notice to you, which may be sent by email or directly posted on our website. Your use of Services following such notification or change constitutes your acceptance of any new pricing. All payments shall be in US dollars.
  
  
  • Third-Party Payment Processor: We use Stripe, Inc. (“Stripe”) as our third party service provider for payment services. By using Services, you agree to be bound by Stripe's Privacy Policy: https://stripe.com/privacy, which may be updated from time to time, and hereby consent and authorize us and Stripe to share any information to the minimum extent necessary to complete your transaction.
  
  
  • Taxes: Fees do not include any taxes, duties, or assessments that may be owed by you for use of Services (“Taxes”). You are responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis.
  
  
  • Billing: Failure to pay us all amounts owed when due may result in suspension or termination of your access to Services. All purchases are non-refundable. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term.
  
  

• Changes and Interruptions

  
  

  We may change, modify, or remove any components or features of Services at any time for any reason at our sole discretion without notice. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of our Services.
  
  We cannot guarantee Services will be available at all times. We may experience technical problems or need to perform regular maintenance related to our Services, resulting in occasional interruptions or delays. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify our Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use our Services during any downtime or discontinuance of our Services.

  
  

• Termination and Suspension

  
  

  We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you violate any of these Terms. We shall not be liable to you or to any third party for any modification, suspension or termination of our Services.
  
  If we terminate or suspend your account for any reason, you may be prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action.
  
  Termination will not affect any rights or obligations, including the payment of amounts due, which have accrued up to the date of termination or expiration. Upon termination of your account, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including limitations of liability and disclaimers. Upon termination, we will delete all Customer Content from our systems in accordance with our Privacy Policy, unless we are legally required to retain it.

  
  

• Third-Party Services and Links

  
  

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

  
  

• Privacy Policy

  
  

  We care about data privacy and security. Please review our Privacy Policy. By using our Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised that our Services are hosted in the United States. If you access Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of our Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

  
  

• Disputes

  
  

  • Disputes: In the event of a dispute, claim or controversy relating to these Terms (“Dispute”), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party (“Dispute Notice”), who will have 15 days from the date of delivery of the Dispute Notice to propose a time for the parties to meet with appropriately leveled executives to attempt to resolve the Dispute. If the parties have not resolved the dispute within 60 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated below.

  
  

  • Arbitration: If the parties are unable to resolve Dispute through informal discussions, the Dispute (except those expressly excluded below) will be finally and exclusively resolved by binding arbitration. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”). Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The independent, expert arbitrator will make a decision in writing. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Santa Clara, California. Except as otherwise provided herein, the parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

    
    

    • Jurisdiction: If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Santa Clara, California, and the parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.

    
    

    • Exclusions: The parties further agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

    
    

    • Confidentiality: The arbitrator shall honor all evidentiary privileges recognized at law, and shall enter orders as appropriate in order to protect the parties’ trade secrets or confidential information. The parties agree to maintain either party’s trade secrets or proprietary business information as confidential and to protect the confidentiality of any other information (such as private customer information) that is legally protected from disclosure. However, we may each disclose these matters, in confidence, to our respective accountants, auditors, and insurance providers.

  
  

• Indemnification

  
  

  You agree to defend, indemnify, and hold us harmless, including all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

  
  

• Warranties and Limits on Liability

  
  

  • Warranties. Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any of its corporate rules, if applicable. You further represent and warrant that you have all rights and permissions required to submit Prompts to Services.

  
  

  • Disclaimer of Warranties. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW (A) SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND; AND (B) WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THOSE OF THIRD-PARTY LLM PROVIDERS. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE. WE DO NOT WARRANT, AND DISCLAIM THAT, SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE, OR ERROR-FREE OR THAT THEIR USE WILL BE APPROPRIATE. OUTPUTS ARE GENERATED THROUGH ARTIFICIAL INTELLIGENCE AND ARE NOT TESTED, VERIFIED, ENDORSED, OR GUARANTEED TO BE ACCURATE, COMPLETE, ORIGINAL, OR CURRENT. YOU SHOULD INDEPENDENTLY REVIEW AND VERIFY THE APPROPRIATENESS OF ALL OUTPUTS FOR YOUR USE CASES OR APPLICATIONS. REFERENCES TO ANY THIRD PARTY IN THE OUTPUTS DO NOT MEAN THEY ENDORSE US OR WORK WITH US.

    
    

  • Limits on Liability. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

  
  

• General

  
  

  • Notices. All notices, demands, waivers, and other communications under these Terms (each, a “Notice”) must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under these Terms may be delivered electronically to your email address or other authorized addresses provided to us. Notice is effective upon receipt by the receiving party.

  
  

  • Amendment and Modification. We may update, modify, or replace these Terms at any time at our sole discretion. By continuing to access or use our services after those revisions become effective, you agree to be bound by the revised terms.

  
  

  • Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

  
  

  • Severability. If any provision of this Addendum is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Addendum shall remain in full force and effect.

  
  

  • Governing Law; Venue. The laws of the State of California will govern these Terms without giving effect to any choice of law provision. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Any action or proceeding arising from or relating to these Terms must be brought in the federal or state courts located in California.

  
  

  • Assignment. Tester may not assign or transfer any of its rights or delegate any of its obligations hereunder, whether voluntarily, involuntarily, by operation of law or otherwise.

  
  

  • Export Regulation. Our Services may be subject to U.S. export control laws. You may not export or provide access to our Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law.

  
  

  • Equitable Relief. You acknowledge and agree that a breach or threatened breach of any of your obligations or our rights under Sections 1, 2, 3, 4, and 5 would cause us irreparable harm for which monetary damages would not be an adequate remedy. In the event of such breach or threatened breach, we will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

  
  

  • Electronic Communications. You agree to receive electronic communications from us. Except where prohibited by applicable law, electronic communications may include email, posting on our website, text or SMS, or as you otherwise request us. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA SERVICES.

  
  

  • Contact. If you have any questions about these Terms, please contact us at info@wald.ai.