Welcome! Please read these NinjaTech AI Terms of Service (the “Agreement”) carefully. 

This Agreement is a legally binding agreement between you and NinjaTech AI, Inc. (“NinjaTech” or “we” or “us”). By clicking or tapping any button, box, or other icon marked “I Accept,” “I Agree,” or “OK” (or any similar term) in connection with this Agreement, or by otherwise accessing and using the Services (as defined below), you acknowledge and agree to this Agreement, and you further confirm that you are of legal age where you live and that you have the legal capacity to enter into this Agreement.

This Agreement governs your access to and use of all services provided by NinjaTech in connection with NinjaTech’s online platform, made available at the website and associated domains of https://www.ninjatech.ai/ or via other websites or means as we may determine from time to time (the “Services”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by NinjaTech in connection with the Services, or otherwise made available to you by NinjaTech.

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SERVICES ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. In such a case, references to “you” and “your” in this Agreement will refer to both the individual using the Services and to any such Organization. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 23 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

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1. Changes

We may change, modify or supplement this Agreement from time to time at our sole discretion by notifying you of such changes by any reasonable means, including by posting a revised Agreement through or in connection with the Services. No such changes will apply to any dispute between you and us arising before the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. However, any changes to the dispute resolution provisions set out in Section 23 will not apply to any disputes for which the parties have actual notice before the date the change will be effective.

Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); charge, modify or waive any fees required to use the Services; or offer opportunities to some or all Services users.

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2. Privacy Policy

NinjaTech’s Privacy Policy, located at https://www.ninjatech.ai/privacy (the “Privacy Policy”), sets forth how NinjaTech may collect, use, store, and process your personal information (including personal information relating to you), and how you may request access to or deletion of your personal information. You acknowledge that you have read and understand NinjaTech’s Privacy Policy.

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3. Jurisdictional Issues

The Services are controlled or operated (or both) from the United States, and are not intended to subject NinjaTech to any non-U.S. jurisdiction or law. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. You may not access or use the Services if you are located outside of the United States. Any access to or use of the Services and any Output must comply with all applicable federal, state, local, or foreign laws (including common law), codes, statutes, ordinances, rules, regulations, regulatory bulletins, interpretations or guidance or orders, decrees and orders of, official releases or any other requirements by, any governmental authority or agency (“Applicable Laws”). We may limit the availability of the Services at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

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4. Use restrictions

You may use the Services only for lawful purposes and in accordance with this Agreement and NinjaTech’s Acceptable Use Policy (“Acceptable Use Policy”), the current version and any updated versions of which is available at https://www.ninjatech.ai/terms-of-use and is hereby incorporated by reference. You acknowledge that we may (a) revise the Acceptable Use Policy in our sole discretion, from time to time, and (b) notify you of any such revision by any reasonable means, including by posting such revised Acceptable Use Policy through or in connection with the Services or our website. You acknowledge and agree that the Services may be subject to limits on the amount of your use (e.g., rate limits) that correspond to the tier of service obtained by you.

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5. Products

The Services may make available listings, descriptions and images of goods or services or related coupons or discounts (collectively, “Products”), as well as references and links to Products. Such Products may be made available by NinjaTech or by third parties, and may be made available for any purpose, including general information purposes. The availability through the Services of any listing, description or image of a Product does not imply our endorsement of such Product or affiliation with the provider of such Product. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of such listings, descriptions or images (including any features, specifications and prices contained therein). Such information and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are for convenience only. It is your responsibility to ascertain and obey all Applicable Laws regarding the purchase, possession and use of any Product.

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6. Transactions

We may make available the ability to purchase or otherwise obtain certain Products from or through a third party in connection with the Services (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable Products will be used only in a lawful manner.

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7. Travel Transactions

This Section 7 will apply if and when we offer Services related to airline flights, hotels, rental cars or other travel-related products or services (collectively, the “Travel Services”). 

Transactions involving the purchase of Travel Services (“Travel Transactions”) will be offered and processed by third parties, including TripRobotics Inc., a Delaware corporation (“TripRobotics”). For all Travel Transactions purchased through TripRobotics or other third parties, TripRobotics or another third party, respectively, will be responsible for handling all refunds, changes, cancellations, order confirmations and customer service inquiries. All Travel Transactions purchased through TripRobotics or another third party will be subject to the terms and conditions made available by TripRobotics or such other third party applicable to the purchase of Travel Services. TripRobotics terms and conditions may be accessed at https://triprobotics.com/terms-conditions/ (together with any updates to the foregoing, the “TripRobotics Terms”).

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8. Fees; Taxes; Audit

Any fees (whether on a subscription basis or otherwise) for your access to or use of the Services (collectively, “Fees”) are as communicated to you by us from time to time (except that if we have a separate written agreement setting forth any Fees, such agreement will control). We reserve the right to modify, change, supplement, or add to Fees from time to time. We will provide you with notice of any such modifications, changes, supplements, or additions through the Services, via e-mail, or through other reasonable means, and your continued use of the Services indicates your acceptance of such modifications, changes, supplements or additions to Fees. We reserve the right to require payment in advance.

You are responsible for any taxes associated with Fees. You must agree to our payment method and must pay all Fees and applicable taxes within the time period as specified in writing by us on the applicable invoice. 

We may use third party payment processors to process your payment of Fees. The processing of such payments will be subject to the terms, conditions, and privacy policies of the applicable third party payment processor, in addition to this Agreement.

NinjaTech reserves the right, upon reasonable prior notice to you and during normal business hours, to itself (or through its designees) audit your activity and any documentation in connection with the Services for the purpose of verifying your compliance with this Agreement, including any payment terms. If such audit reveals that you have improperly used the Services, or have failed to make payments as required under this Agreement, such conduct will be considered a material breach of this Agreement and NinjaTech may choose, in its sole discretion to terminate or suspend your access to the Services, to terminate or suspend this Agreement, and/or to invoice you for such unauthorized use based upon NinjaTech’s standard fees in effect at the time of the audit, which you will promptly pay to NinjaTech. If any underpaid fees exceed five percent (5%) of the fees actually paid by you, you will also pay NinjaTech’s reasonable costs of conducting the audit.

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9. Registration; Usernames and Passwords

You may need to register to use all or part of the Services. We may reject, or require that you change, any username, password or other information that you provide to us in registering. Your username and password are for your personal use only and should be kept confidential. You, and not NinjaTech, are responsible for any use or misuse of your username or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your username or password, or your Services account. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES, YOU DO SO AT YOUR OWN RISK.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Services.

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10. Subscriptions

If you purchase access to the Services on a subscription basis (or, if you start a free trial for such a subscription if made available to you), your subscription will renew automatically (at the end of the free trial period, if applicable) at the tier, price, and frequency stated when you made the purchase or began the free trial, if applicable, in each case unless NinjaTech otherwise notifies you in writing. NinjaTech may set the pricing for the Services in its sole discretion. NinjaTech may change or otherwise modify such pricing at any time, effective upon fourteen (14) days’ prior notice.

Unless you set a subscription to stop automatically renewing prior to its renewal date or cancel your free trial before it ends (in each case, in the manner specified by the Services or the subscription terms), you authorize NinjaTech (without further notice to you, unless otherwise required by Applicable Law) to charge the payment method you have provided to us in the amount of the then-current subscription Fees  and any applicable taxes, on a monthly basis or at any other frequency specified by the Services or the subscription terms and agreed to by you. If we cannot charge you payment method for any reason, such as expired payment method information or insufficient funds, you remain responsible for all uncollected amounts, and we may initiate additional attempts to charge the payment method as you may update your payment method information. We may terminate your subscription at any time, or change the terms applicable to subscriptions. If we terminate your subscription, you will receive a prorated refund of any prepaid and unused Fees, if applicable. Otherwise, there are no refunds for subscription Fees.

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11. Free Trials

From time to time, NinjaTech may elect to offer free trials for subscriptions. You are limited to participating in one (1) free trial for each of the Services (or, if you are an Organization, your entire Organization is so limited). Free trials may be governed by terms and conditions that are separate from or supplement this Agreement. If you participate in a free trial, you should review all terms applicable to such trial.

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12. Beta Services

NinjaTech may indicate that the Services as a whole, or with regard to a particular release or feature, are classified by NinjaTech as “beta,” “limited availability,” “invite only,” “pre-release” or other similar designation (each referred to as, “Beta”). In this Agreement, the portion of the Services that are subject to a Beta classification are called “Beta Services.” Beta Services are offered at no charge, unless otherwise communicated to you by NinjaTech in writing.

YOU UNDERSTAND THAT ANY BETA SERVICES ARE EXPERIMENTAL IN NATURE AND ARE STILL IN DEVELOPMENT, AND THEREFORE, MAY HAVE BUGS, ERRORS OR INACCURACIES, AND MAY BE SUBJECT TO MATERIAL CHANGE. YOU ACCEPT AND AGREE THAT YOUR USE OF ANY BETA SERVICES IS AT YOUR OWN RISK.

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13. Your Content

You may make available certain inputs, materials or content through or in connection with the Services (individually and collectively, an “Input”), and receive information, data, reports and other results from the Services based on the Input, or generate other information relating to your usage of the Services (individually and collectively, the “Output”). “Content” means, collectively, the: (a) Input, and (b) Output (exclusive of Third Party Materials). 

As between you and NinjaTech, you retain any ownership rights you have in your Input and except for all rights in and to the Services (including rights in and to the data models, model weights, embeddings, algorithms and other technology associated with the Services), we do not claim ownership rights to the Output.  

You hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit the Content, in any format or media now known or hereafter developed, and for any purpose, together with all intellectual property rights and other proprietary rights in or pertaining to such Content  to operate, maintain, support, secure, develop and improve the Services and our other products and services and to sublicense or otherwise authorize third party licensors and service providers to exercise any or all of the foregoing rights and licenses to the extent our agreements with such third parties grant them such rights. Due to the nature of the Services, Output may not be unique and other users may receive similar Output from the Services. 

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM THE SERVICES IS AT YOUR SOLE RISK. YOU ARE RESPONSIBLE FOR EVALUATING ANY OUTPUT FOR ACCURACY AND APPROPRIATENESS FOR YOUR USE CASE AND YOU SHOULD NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR FOR SENSITIVE, HIGH-RISK, OR MISSION-CRITICAL TASKS OR DECISIONS. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES (INCLUDING BETA SERVICES) MAY PROVIDE OUTPUT THAT MAY BE INCOMPLETE, INCORRECT OR OFFENSIVE, OR DOES NOT REPRESENT NINJATECH’S VIEWS. YOU MUST NOT USE ANY OUTPUT RELATING TO A PERSON FOR ANY PURPOSE THAT COULD HAVE A LEGAL OR MATERIAL IMPACT ON THAT PERSON, SUCH AS MAKING MEDICAL, LEGAL, EMPLOYMENT, HOUSING, INSURANCE, CREDIT, EDUCATIONAL OR OTHER IMPORTANT DECISIONS ABOUT THEM. 

If you provide to us any ideas, proposals, or suggestions with respect to the Services (“Feedback”), you hereby irrevocably and perpetually grant to NinjaTech a non-exclusive, worldwide, sublicensable (through multiple tiers) license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Feedback for any purpose whatsoever, together with all intellectual property rights and other proprietary rights in or pertaining to such Feedback. You hereby waive any moral rights you may have in any such Feedback, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is unsolicited and without restriction, and does not place NinjaTech under any fiduciary or other obligation.

You represent and warrant that you have all rights necessary to grant the licenses granted in this Section, and that your Inputs, and your provision thereof through and in connection with the Services, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any Applicable Law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Input that you may have under any Applicable Law under any legal theory.

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14. Monitoring

We may (but have no obligation to) monitor Inputs before or after they are submitted to the Services, or analyze your access to or use of the Services. We may disclose information regarding your access to and use of the Services, and the circumstances surrounding such access and use, as and to the extent required by Applicable Law.

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15. NinjaTech’s IP Rights

As between you and NinjaTech, NinjaTech retains all of its right, title and interest in and to the Services and all intellectual property rights therein and thereto (including the data models, model weights, embeddings, algorithms and other technology associated with the Services and all rights related). Our trade names, trademarks and service marks include NinjaTech AI and any associated logos. All trade names, trademarks, service marks and logos on the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained in the Services should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

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16. Confidentiality

You may have access to information (in any form) that relates NinjaTech’s past, present, and future activities, research, development, business activities, products, services, processes, know-how and technical knowledge, which may be identified by NinjaTech as confidential or should reasonably be understood to be confidential (“Confidential Information”). For avoidance of doubt, Confidential Information includes the Services. Confidential Information may only be used by you consistent with the rights and obligations of this Agreement. Except as permitted in this Section or as otherwise required by Applicable Law, you will not disclose Confidential Information to any third party. You agree to protect Confidential Information in the same manner that you protect your own similar confidential information, but in no event using less than a reasonable standard of care. If you are an Organization, you may disclose Confidential Information to your personnel (including personnel employed by your affiliates) and subcontractors with a reasonable need to use such Confidential Information pursuant to your rights and obligations under this Agreement, and you must ensure that such personnel and subcontractors are bound by substantially similar obligations of confidentiality to those in this Section. Nothing in this Agreement will prohibit or limit your use of Confidential Information: (a) previously known to you without an obligation of confidentiality; (b) independently developed by or for you without use of or reference to Confidential Information; (c) acquired by you from a third party that was not under an obligation of confidentiality; or (d) that is or becomes publicly available through no breach of this Agreement.

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17. Third Party Materials; Links

Certain Services functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. For avoidance of doubt, Third Party Materials include by way of example the Travel Services.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by NinjaTech with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Services at any time. In addition, the availability of any Third Party Materials through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

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18. Promotions

Any sweepstakes, contests, raffles, surveys, games or similar promotions made available in connection with the Services or in connection with any Products made available through the Services (collectively, “Promotions”) may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.

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19. Disclaimer of Warranties

EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY APPLICABLE LAW: (A) THE SERVICES (INCLUDING BETA SERVICES) AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) NINJATECH DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES (INCLUDING BETA SERVICES) AND ANY PRODUCTS AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH NINJATECH AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. 

WHILE WE TRY TO MAINTAIN THE TIMELINESS, INTEGRITY AND SECURITY OF THE SERVICES, WE DO NOT GUARANTEE THAT THE SERVICES (INCLUDING BETA SERVICES) ARE OR WILL REMAIN UPDATED, COMPLETE, CORRECT OR SECURE, OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED. YOU ACKNOWLEDGE THAT THE SERVICES (INCLUDING BETA SERVICES) OR THE OUTPUT MAY INCLUDE BUGS, INACCURACIES, ERRORS AND MATERIALS THAT VIOLATE OR CONFLICT WITH THIS AGREEMENT. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at Legal@ninjatech.ai with a description of such alteration and its location on the Services.

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20. Limitation of Liability

EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY APPLICABLE LAW: (A) NINJATECH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INPUTS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY INPUTS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, NINJATECH WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS (AS DEFINED IN THE ACCEPTABLE USE POLICY) THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE SERVICES; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF NINJATECH FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO NINJATECH TO USE THE SERVICES, AND (II) $100.00. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH NINJATECH AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

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21. Indemnity

To the fullest extent permitted under Applicable Law, you agree to defend, indemnify and hold harmless NinjaTech and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Services (including all Inputs and Outputs); (b) any violation or alleged violation of this Agreement by you; and (c) any violation or alleged violation of Applicable Law by you.

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22. Termination

This Agreement is effective until terminated. NinjaTech may terminate or suspend your use of the Services at any time and without prior notice, for any or no reason, including if NinjaTech believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease, and NinjaTech may, without liability to you or any third party, immediately deactivate or delete your username, password and account, and all associated materials, without any obligation to provide any further access to such materials. 

Upon termination:

• Your right to access and use the Services will cease immediately;
• You will pay all Fees accrued prior to the date of termination (for partial months or partial performance, applicable Fees will be prorated); and
• You must promptly destroy (or, at NinjaTech’s written instruction, return) all Confidential Information; except that you may retain any Confidential Information to the extent, and only for so long as, you are required to do so under Applicable Law or by your retention policies, provided that you will continue to treat it as Confidential Information under this Agreement.
• The following provisions will survive any termination of this Agreement: Sections 2, 3, 8 (with respect to any Fees accrued before the date of termination), 13 through 17 (inclusive), 19 through 23 (inclusive), 27 and 28.

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23. Governing Law; Arbitration

The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND NINJATECH, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT NINJATECH AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (“Comprehensive Rules”). The Comprehensive Rules are available online at http://www.jamsadr.com/rules-comprehensive-arbitration/. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by JAMS or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. An arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you. You can opt out of this agreement to arbitrate by contacting NinjaTech AI, Inc. by mail at 3223 Hanover St suite 110, Palo Alto, CA 94304 within 30 days after you first accept these NinjaTech AI Terms of Service, stating that you (include your first and last name) decline this arbitration agreement.

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24. Filtering

We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that NinjaTech does not endorse any of the products or services listed on such sites.

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25. Information or Complaints

Except with respect to Travel Transactions or any Travel Services made available by TripRobotics, which are governed by Section 7, if you have a question or complaint regarding the Services, please send an e-mail to Legal@ninjatech.ai. You may also contact us by writing to 3223 Hanover St., Suite 110, Palo Alto, CA 94304, or by calling us at (408) 444-5101. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

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26. Copyright Infringement Claims

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send to NinjaTech a written notice by mail or e-mail, requesting that NinjaTech remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to NinjaTech a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to NinjaTech as follows: By mail to NinjaTech AI, 3223 Hanover St. Suite 110, Palo Alto, CA 94304; or by e-mail to Legal@ninjatech.ai. NinjaTech AI’s phone number is (408) 444-5101.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

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27. Export Controls

You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

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28. Miscellaneous

This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and NinjaTech. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. If the software in connection with the Services is construed as “commercial computer software”, as that term is defined in 48 CFR 2.101, all U.S. government end users acquiring access to such software may only do so with the rights set forth in this Agreement, in accordance with 48 CFR 12.212(b) and/or 48 CFR 227.7202-1(a) and 48 CFR 227.7202-4, as applicable. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and NinjaTech relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and NinjaTech relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. NinjaTech will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.