Terms of Service
Last Updated: March 7, 2023
Acceptance of Terms of Service
Description of the Product
Alicent is an artificial intelligence software plug-in extension for the Chrome web browser. Alicent allows you to integrate ChatGPT (the “AI Bot”) into your workflow to generate content. The AI Bot is limited to producing text results and does not produce video, image, or any other generative content.
Changes to our Services; Changes to the Agreement
Features of Alicent are subject to change. Company may remove or add functionalities or features from the product at any time. Company reserves the right to amend this Agreement at any time. All changes are effective immediately once posted to our website at https://alicent.ai/, and we will use reasonable efforts to alert you about any changes by updating the “Last Updated” date of this Agreement. By continuing to use Alicent after the date such revised Agreement is posted, you will be subject to, and be deemed to have accepted, the changes therein.
Registering Your Account
In order to access certain features of Alicent you may be required to register an account. To register an account, you will need to provide your real name (first and last) and email address or Google authentication information. You represent and warrant that the account information you provide is accurate and up to date, and that you have all requisite right and authority to register an account with Alicent. You may not register an account if you are under the age of 18. You are fully responsible for the activity on your account.
License to Access and Use of Alicent
Company grants you the right to use and access Alicent for your personal use, provided that your activities are in accordance with federal law, applicable state law, and this Agreement. By using the product, you acknowledge that you have only a limited, non-exclusive, non-transferable license to use the product. Any distribution or reproduction of any content from Alicent other than what is expressly permitted in this Agreement is prohibited. You are solely responsible for obtaining Internet or data network access necessary to use the product and any updates thereto. We do not guarantee that the product, or any portion thereof, will function on any particular hardware or device or that use of the product will be uninterrupted or free from delays or malfunctions.
Fees and Purchase Terms
Alicent may contain links to other websites and online services operated by third parties. These links are not an endorsement of, or representation that we are affiliated with, any third party. In addition, our content may be included on web pages or online services that are not associated with us. We do not control any third-party websites or online services, and we are not responsible for their actions. Other websites and services follow different rules regarding the collection, use, and sharing of your Personal Information. We encourage you to read the privacy policies and terms of service of the other websites and online services you use. You acknowledge that Alicent uses publicly available artificial-intelligence algorithms to generate content for you and that such algorithms may create content that is offensive or incorrect. Alicent’s output can not be cleared for public use and may be similar, or identical, to existing published content. Company takes no responsibility, and disclaims all liability, for the content output by Alicent.
Alicent’s Intellectual Property Rights
Alicent and its logos, designs, trade dress, trademarks, slogans, original content, features, and functionality, including but not limited to, Alicent’s “look and feel” and all information, inventions, algorithms, source code, computer software, methods, text, displays, images, artwork, graphics, video and audio, and the design, implementation, selection, and arrangement thereof contained in the product (collectively, “Company IP”) are owned by Company or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Accordingly, you agree not to: (i) reproduce, reformat, distribute, modify, create derivative works of, publicly display, publicly perform, promote, publish, download, store, license, sublicense, or transmit any Company IP to a third party except as allowed by law or as necessary to use the product for their intended purposes in compliance with this Agreement, (ii) attempt to decompile, reverse engineer, or read-out any Company IP, (iii) or delete or alter any copyright, trademark or other proprietary rights notices from any Company IP. Except for the limited license granted herein, neither this Agreement nor your use of the product convey or grant to you any right, title, or interest: (i) to any Company IP in or related to the product or (ii) to use or reference in any manner Company’s company names, logos, product and service names, trademarks or services marks or those of Company’s licensors. All rights not expressly granted are reserved by Company.
Customer Data Collection and Usage
By using Alicent, you represent, warrant, and agree that you will abide by all of the terms of this Agreement, applicable state, and federal laws. This includes refraining from prohibited activities such as:
Taking any action that infringes upon or violates the rights of anyone else, including Company ;
Impersonating a third party or business;
Violating applicable laws;
Activity that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
Actions that may jeopardize the security of your account or others’ accounts;
Violating the security of any computer network, internet connection, encrypted data, or the like;
Modifying, adapting, hacking or emulating the product;
Circumventing or attempting to circumvent any filtering, security measures or other features designed to protect the product, or third parties;
Using Alicent to distribute deceptive or false source-identifying information or any virus, trojan horse, time bomb, or other malicious code or technologies that may damage, interfere with, harm, or attempt to damage Alicent, Company , or any of its users; or
Decompiling, reverse engineering, or otherwise attempting to obtain the source code or underlying ideas or information of or relating to the product.
Failure to refrain from any prohibited activities may result in your account being suspended or terminated.
Disclaimer of Warranties, Limitation of Liability, and Indemnification
YOUR USE OF ALICENT IS AT YOUR SOLE RISK. ALICENT AND ALL ASSOCIATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, GUARANTEES, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT REPRESENT OR WARRANT THAT ALICENT OR OTHER SERVICES WILL BE AVAILABLE ERROR-FREE, VIRUS-FREE, SECURE, OR WITHOUT INTERRUPTION. Alicent MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND COMPANY IS NOT RESPONSIBLE FOR ANY DELAY, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
IN NO EVENT SHALL COMPANY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF Alicent, OR FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED ON OR THROUGH ALICENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS EXPRESSLY STATED ABOVE, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS USD ($100 USD).
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD COMPANY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, OR AGENTS HARMLESS FROM ANY CLAIMS, LOSSES, LIABILITY COSTS, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) ARISING FROM (I) YOUR VIOLATION OF ANY THIRD PARTY’S RIGHTS, (II) YOUR USE OF ALICENT, OR (III) YOUR BREACH OR VIOLATION OF THIS AGREEMENT.
Termination of Service
You may terminate this Agreement at any time by terminating your account with Alicent. So long as you continue to access Alicent, this Agreement is still in effect. Company may immediately terminate this Agreement at any time and for any reason (and therefore, your right to access and use the product) by terminating your access to Alicent.
Arbitration Clause and Class Action Waiver
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ANY CLAIM, DISPUTE, OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE WEBSITE MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY.
BY AGREEING TO THIS AGREEMENT, ARBITRATION CLAUSE & CLASS ACTION WAIVER, YOU AND COMPANY ARE GIVING UP THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM THAT EITHER SIDE MAY HAVE AGAINST THE OTHER, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of Alicent or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned. Unless you and Company agree otherwise, any arbitration hearings between you and Company will take place in New York County, New York.
If any portion of this arbitration clause is found to be unenforceable or unlawful for any reason: (1) the unenforceable or unlawful provision shall be severed from this Agreement (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this arbitration clause or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the arbitration clause; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
This arbitration agreement will survive the termination of your relationship with the Company.
Governing Law and Forum for Disputes
This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to conflict of law provisions. You and Company consent to personal jurisdiction in New York courts. Any dispute with Company, or its officers, directors, employees, agents, or affiliates, arising under or in relation to this Agreement shall be resolved exclusively as specified in the ARBITRATION CLAUSE & CLASS ACTION WAIVER clause above, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Company may seek such relief in any court with jurisdiction over the parties.
Notices. By accepting this Agreement or using the product, you consent to the receipt of electronic communications.
Severability. If any portion of this Agreement is determined to be null and void, the remaining provisions of the Agreement will remain in full force and effect.
Force Majeure. Neither party shall (you or Company) be held liable for inadequate performance of this Agreement to the extent caused by a condition that was beyond the parties’ reasonable control (including but not limited to a natural disaster, governmental action, riot, or an act of war or terrorism).
Relationship Between the Parties. Nothing in this Agreement should be interpreted to create an agency, partnership, or joint venture relationship between the parties. There are no intended third-party beneficiaries to this Agreement.
Waiver of Rights. Any failure by Company to exercise or enforce any legal right or remedy which is contained in this Agreement shall not be construed as a waiver of Company’s rights, and those rights and remedies shall still be available to Company .
Entire Agreement. This Agreement is our entire agreement and understanding related to the use of Alicent and other services provided.