Terms of Service

Effective: September 13, 2023

These Terms of Service (“Terms”) govern access to and use of the Services made available by Setori Incorporated (the parent company of Tori). By using our Services, you agree to be bound by these Terms.

1. Tori’s Services

1.1 Registration.

Tori provides custom ai-companions to help you develop focus and evolve together. Upon registration, a user can use the application without an account with limited functionality or create an account to gain access to additional features.

1.2 Access.

A user can access the services with or without an account. To unlock the full set of features, a user must create an account and subscribe to a paid plan.

1.3 Software.

Tori makes Software. Subject to these Terms, Tori grants to Customer and its a limited non-exclusive, non-transferable, non-sublicensable license to download and use the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.

1.4 Restrictions.

Customer will not: (a) reproduce, modify, adapt, or create derivative works of the Services; (b) rent, lease, distribute, sell, transfer, or sublicense the Services to a third party except as permitted in these Terms; (c) interfere with, disrupt, or circumvent any security measures or mechanisms designed to protect the Services; (d) reverse engineer, disassemble, decompile, or seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of Services; (e) remove or obscure any proprietary or other notices contained in the Services; (f) harass, threaten, spam or cause distress, unwanted attention, or discomfort to a person or entity; (g) impersonate or falsely state or misrepresent an affiliation with anyone; (h) use the Services to transmit any viruses, worms, trojan horses, or other harmful or malicious code or programs; (i) use the Services to build competitive products; or (j) misuse the Services in any way, including in violation of these Terms or applicable law. Any use of data mining, robots, or similar data gathering and extraction tools or framing all or any portion of the Services without Tori’s permission is strictly prohibited. Customer will prevent, terminate, and notify Tori of any unauthorized or illegal use of or access to its account or the Services.

2. Customer Responsibilities

2.1 Customer Data.

Customer is responsible for ensuring all Customer Data and any other content or information provided to Tori or uploaded, posted, recorded, or transmitted to the Services complies with these Terms. If any Customer Data violates these terms, Tori may ask Customer to remove or edit the Customer Data so it is no longer in violation, or Tori may, but is not obligated to, remove the Customer Data or take action as needed to resolve the issue.

2.2 Prohibited Content.

Customer will not upload, post, record, or transmit any harmful, offensive, unlawful, or otherwise objectionable content to Tori or the Services, including content that: (a) is threatening, abusive, harassing, defamatory, vulgar, obscene, discriminatory, or hateful; (b) infringes any patent, trademark, trade secret, copyright or other intellectual property right or violates the rights of others in any way; (c) contains pornography or sexually explicit material; (d) is harmful to minors; or (e) promotes or provides instructional information about illegal activities or promotes physical harm or injury to any group or individual.

2.3 Prohibited Use.

Customer will not use the Tori chat functionality to process requests that are not related to their usage of Tori. For example, Customer will not use Tori as a way to pass non-related queries to OpenAI or another model provider.

3. Data Protection

3.1 Processing of Customer Data.

Tori will only process and use Customer Data: (a) to provide, protect, and update the Services, (b) to enforce these Terms and exercise its rights hereunder, (c) as required by law, and (d) as otherwise instructed by Customer. Tori may collect and use Customer Data on an aggregated and/or anonymized basis for Tori’s internal business purposes; provided that Tori will not use or share this data in a way that identifies any individual or Customer as the source of the data.

3.2 Security.

Tori will maintain an industry-standard information security program that consists of technical and organizational safeguards designed to protect Customer Data. Notwithstanding the foregoing, Customer is responsible for maintaining the security and confidentiality of their account, including account credentials such as usernames and passwords.

3.3 Subcontractors.

Tori may hire subcontractors to assist in providing the Services, provided that: (a) subcontractors who receive Customer Data will be subject to confidentiality obligations no less protective than those in these Terms; (b) Tori will remain responsible for its obligations under these Terms and for subcontractors’ use of Customer Data.

4. Payment

4.1 Fees.

If Customer decides to make a one-time or recurrent purchase, Customer agrees to pay the Fees in accordance with the payment terms set forth on the Order. Customer is responsible for paying applicable Taxes.

4.2 Renewals.

Unless otherwise stated on an Order, each Subscription Term will automatically renew, unless Customer cancels their subscription at least 60 days prior to renewal. Customer authorizes Tori to charge Customer’s credit card on file or invoice Customer for each renewal until Customer cancels their subscription.

4.3 Downgrades.

If Customer fails to pay Fees when they are due, Tori may downgrade Customer to a free plan upon reasonable notice. If Customer is downgraded, Customer will lose access to certain features or functionality, but these Terms will continue to apply.

4.4 Price Changes.

If Tori increases its pricing, Tori will provide at least 30 days’ prior notice, and the new pricing will go into effect on renewal. If Customer does not terminate its subscription before renewal, Customer authorizes Tori to collect payment for the increased pricing.

5. Confidentiality

5.1 Use.

If the parties disclose Confidential Information to each other, the recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under these Terms. The recipient will use at least reasonable care to protect Confidential Information.

5.2 Nondisclosure.

The recipient will not disclose Confidential Information to anyone except to its affiliates, employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective of Confidential Information as those described in this section. The recipient will be responsible for those parties’ breach of this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.

5.3 Required Disclosure.

The recipient may disclose Confidential Information to the extent required by law, provided that the recipient uses reasonable efforts to notify the disclosing party in advance and gives them an opportunity to contest the disclosure (except as described in Section 8). Confidential Information disclosed pursuant to this section will otherwise still be subject to the confidentiality obligations described above.

6. Intellectual Property Rights

6.1 Ownership.

Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. Customer owns and will continue to own all intellectual property rights in Customer Data, and Tori owns and will continue to own all intellectual property rights in the Services.

6.2 License.

Customer grants Tori a worldwide non-exclusive license to access, use, process, copy, modify, distribute, perform, export, and display Customer Data solely to provide the Services or as otherwise described in these Terms. Customer represents and warrants that it has secured all necessary licenses to provide the foregoing license.

6.3 Feedback.

If Customer provides Feedback to Tori, Tori may use it without restriction or obligation.

7. Term & Termination

7.1 Term.

These Terms will continue in effect until terminated as described below.

7.2 Termination for Convenience.

Customer may terminate these Terms at any time by deleting Customer’s account.

7.3 Termination for Breach.

Either party may terminate these Terms for material breach if the other party fails to cure the breach within 30 days’ notice.

7.4 Effect of Termination.

Upon termination, Tori may delete or anonymize all Customer Data within a commercially reasonable period of time, and each party will return or delete any other Confidential Information in its possession. Tori will only provide a prorated refund of prepaid fees for the remainder of the Subscription Term if Customer terminates these Terms for Tori’s material breach in accordance with Section 7.3.

7.5 Suspension.

Tori may suspend Customer’s access to the Services: (a) to the extent required by law, (b) to prevent injury, death, or a credible risk of harm to Tori, the Services, or its users, or (c) for repeated violations of our terms and policies. If practicable, Tori will use reasonable efforts to contact Customer and give Customer the opportunity to resolve the issue prior to suspension.

7.6 Survival.

Terms that are intended by their nature to survive termination will survive, including confidentiality obligations, limitations of liability, and disclaimers.

8. Legal Process

If Tori receives a request from law enforcement or another third party to provide data or information about Customer, Tori will only respond to valid Legal Process to the extent required by law. Tori will notify Customer of the request unless legally prohibited or notification would threaten the safety of an individual.

9. Warranty and Disclaimer

Tori is currently providing Beta Services. Customer may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary, Beta Services: (a) may not be supported and may be changed or discontinued at any time; (b) are Tori’s Confidential Information; and (c) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT AND TORI’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS.

10. Indemnification

10.1 Indirect Damages.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.4, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, FOR ANY LOSS OF USE, LOST PROFITS, INTERRUPTION, OR LOSS OF BUSINESS OR DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Total Liability.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.4, EACH PARTY'S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED IN AGGREGATE OF THE GREATER OF FIFTY DOLLARS OR THE AMOUNT PAID BY CUSTOMER TO TORI IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING DISCLAIMER WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS ABOVE. THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Disputes; Class-Action Waiver

11.1. Jurisdiction and Venue.

Subject to the dispute resolution provisions below, all claims and disputes relating to these Terms or the Services may only be brought in the federal or state courts of New York. Both Customer and Tori consent to venue and personal jurisdiction there.

11.2 Informal Resolution.

Before filing a claim, Tori must first be contacted through the notice procedures below. If a dispute is not resolved within 30 days of notice, a formal proceeding may be brought in accordance with this section.

11.3 Mandatory Arbitration.

Any claims or disputes relating to these Terms or the Services must be resolved through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be in English and held in New York, New York.

11.4 Exceptions.

A lawsuit may be filed in the federal or state courts of New York, New York solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute resolution process described above.

11.5 NO CLASS ACTIONS.

Disputes with Tori may only be resolved on an individual basis and neither Customer nor any user will bring a claim in a class, consolidated, or representative action. The parties expressly waive any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.

11.6. Opt-Out.

To opt out of these arbitration provisions (including the waiver of class and representative claims), Tori must be notified by email at info@setori.ai no later than 30 days after account registration, unless a longer period is required by applicable law.

12. Miscellaneous

12.1 Entire Agreement.

These Terms supersede any prior agreements or understandings between the parties and constitutes the entire agreement between the parties related to access and use of the Services. The terms of the Order will control over these Terms to the extent there is a conflict. Any amendments must be in writing and signed by the parties. Notwithstanding anything to the contrary, no other terms or conditions in any Customer documentation or online vendor portals will apply to Tori’s provision of the Services to Customer, unless expressly agreed to in writing by an authorized Tori representative.

12.2 Modifications.

Tori may update these Terms by posting the updates to the Tori website. If an update materially impacts Customer’s rights or obligations, Tori will provide at least 30 days’ notice before the updated Terms go into effect. Any other revisions will become effective on the date the updated Terms are posted by Tori. Continued use of or access to the Services after the updated Terms go into effect will constitute acceptance of those Terms.

12.3 Waiver and Severance.

A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, but only to the extent necessary to make them enforceable, and the remaining provisions will remain in full effect.

12.4 Assignment.

These Terms may not be assigned without the prior written consent of the other party, except Tori may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void.

12.5 Governing Law.

These terms will be governed by the laws of the state of New York without regard to its conflict of laws principles.

12.6 Force Majeure.

Except for payment obligations, no party will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (such as, natural disaster, terrorism, governmental action, or Internet disturbance).

12.7 Relationship of the Parties.

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

12.8 Export Controls.

Customer agrees to comply with all relevant U.S. and foreign export and import laws in using the Services. Customer represents and warrants that it is not listed on any U.S. government list of prohibited or sanctioned parties or located in or a national of a country that is subject to U.S. government embargo.

12.9 U.S. Government Restricted Rights.

The Services are “commercial items,” “commercial computer software” and “commercial computer software documentation,” pursuant to DFAR section 227.7202 and FAR section 12.212, as applicable. All the Services are and were developed solely at private expense. To the extent permitted in these Terms, any use, modification, reproduction, release, performance, display, or disclosure of the Services by the U.S. Government will be governed solely by these Terms.

12.10 Third-Party Beneficiaries.

There are no third-party beneficiaries to these Terms.

13. Definitions

“Beta Service”

means early access trials or releases of new features or services identified as “alpha,” “beta,” “preview,” “early access,” “evaluation,” or other words or phrases with similar meanings.

“Confidential Information”

means information exchanged by the parties that would reasonably be understood to be confidential given the nature of the information and manner of disclosure, including business, product, technology, and marketing information, Orders, discounts, non-public payment terms, audit reports, and Customer Data. Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was known to the recipient prior to disclosure without confidentiality obligations; (c) is received from a third party without breach of confidentiality obligations; or (d) was independently developed by the recipient without use of or access to any Confidential Information.

“Customer”

means the individual agreeing to these Terms, as described in Section 1.1.

“Customer Data”

means all audio or text data, focus session details, comments, emoji reactions, user support communications, or other content or information submitted or uploaded to the Services by or collected, stored, or processed by Tori on behalf of Customer or its Authorized Users.

“Documentation”

means any documentation or materials provided to Customer as part of the Services.

“Feedback”

means any feedback or suggestions about the Services.

“Fees”

means the fees for the Services displayed on the Order, plus any applicable Taxes.

“Legal Process”

means an information disclosure or access request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other legal authority, legal procedure, or similar valid process.

“Order”

means the order form agreed to by the parties or the applicable Tori check-out webpage to purchase the Services.

“Services”

means Tori’s ai-companion services and website, including the Software, Documentation, tools, and services ordered by or provided to Customer in connection with the Services.

“Software”

means Tori’s client software like a browser extension or any other software.

“Subscription Term”

means the applicable initial or renewal term for Customer’s provision of the Services identified in an order.

“Taxes”

means all government-imposed taxes, levies, or duties, including value-added, sales, use, or withholding taxes, except for taxes based on Tori’s net income.

Questions?

Email us questions at info@setori.ai