Please read these Terms of Use carefully. Section 17 contains a binding arbitration agreement and a class action waiver that affect how disputes between you and Abdabis are resolved. You may opt out of arbitration within 30 days as described in Section 17.7.
1. Who we are and what these Terms cover
1.1. These Terms of Use (the "Terms") are a legally binding agreement between you and Abdabis LLC, a limited liability company organized under the laws of the State of Wyoming, United States ("Abdabis," "we," "us," or "our").
1.2. These Terms govern your access to and use of the website located at abdabis.com, www.abdabis.com and any subdomain of abdabis.com that links to these Terms, together with all content, features, forms, interactive elements and code made available through them (collectively, the "Site").
1.3. These Terms do not govern software development, consulting, artificial-intelligence, hosting or other professional services that Abdabis provides to clients. Those services are provided only under a separate written agreement signed by Abdabis (for example, a master services agreement, statement of work or order form) (a "Client Agreement"). If a Client Agreement conflicts with these Terms, the Client Agreement controls for the matters it covers.
1.4. Our Privacy Policy, Cookie Policy, Legal Disclaimer, Accessibility Statement and Copyright and Intellectual Property Policy are incorporated into these Terms by reference.
2. Acceptance of these Terms
2.1. By accessing or using the Site, or by submitting information through it, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not access or use the Site.
2.2. If you use the Site on behalf of a company, organization or other legal entity, you represent that you have authority to bind that entity to these Terms, and "you" includes that entity.
3. Eligibility
3.1. The Site is intended for business and professional audiences. You must be at least 18 years old, or the age of legal majority where you live if that is higher, to use the Site or to submit information through it.
3.2. The Site is not directed to children, and you must not use it if you are under 13 years old. See Section 11 of our Privacy Policy.
3.3. You may not use the Site if you are barred from doing so under the laws of the United States or any other applicable jurisdiction, including the sanctions and export laws described in Section 15.
4. Changes to these Terms and to the Site
4.1. We may revise these Terms from time to time. When we do, we will update the "Last updated" date at the top of this page and, where the changes are material, we will provide additional notice reasonably designed to reach you, such as a notice on the Site.
4.2. Revised Terms take effect when posted, except that changes to Section 17 (Dispute Resolution) will not apply to any dispute of which we had actual notice before the change. Your continued use of the Site after revised Terms take effect means you accept them.
4.3. We may change, suspend or discontinue all or any part of the Site at any time, with or without notice, and we will not be liable to you or to any third party for doing so.
5. The Site is informational
5.1. The Site describes Abdabis, our values, our approach to engineering and artificial intelligence, our areas of research and our vision for the future. It is provided for general information purposes only.
5.2. Nothing on the Site is an offer, a commitment or a guarantee. Descriptions of capabilities, methods, research areas, technologies, team experience, project types, results or future plans are general in nature, may be aspirational or forward-looking, and do not create any obligation for Abdabis unless and until they are included in a signed Client Agreement. See our Legal Disclaimer.
5.3. Nothing on the Site is professional advice. Content on the Site is not legal, financial, tax, investment, medical, engineering, security or other professional advice, and you should not rely on it as such.
5.4. Demonstrations and illustrations. The Site includes animations, simulations, code samples and an in-browser text classifier. These are illustrations of concepts. Simulations do not depict real client systems; code samples are simplified and are not production code; and any automated output is provided for convenience only and may be inaccurate.
6. Your license to use the Site
6.1. Subject to your compliance with these Terms, Abdabis grants you a limited, personal, revocable, non-exclusive, non-transferable and non-sublicensable license to access and view the Site for your own informational purposes, including to evaluate whether to do business with Abdabis.
6.2. All rights not expressly granted to you in these Terms are reserved by Abdabis and its licensors.
7. Intellectual property
7.1. Ownership. The Site and its entire contents, features and functionality, including all text, the Abdabis manifesto, graphics, logos, the bird-and-circuit mark, visual designs, animations, simulations, software, source code, page layout, selection and arrangement, are owned by Abdabis or its licensors and are protected by United States and international copyright, trademark, trade dress, patent, trade secret and other intellectual property laws.
7.2. Trademarks. "ABDABIS," the Abdabis logo and the Abdabis bird mark are trademarks of Abdabis LLC. You may not use them without our prior written permission, except to refer accurately to Abdabis in a way that is not misleading and does not suggest sponsorship or endorsement. Other names and marks that appear on the Site belong to their respective owners, and their appearance does not imply any affiliation with or endorsement by them.
7.3. Third-party and open-source components. Certain components of the Site, such as typefaces and software libraries, are made available by third parties under their own license terms (for example, the SIL Open Font License). Those license terms govern your use of those components to the extent they conflict with these Terms.
7.4. Infringement claims. If you believe content on the Site infringes your copyright or other rights, please follow the procedure in our Copyright and Intellectual Property Policy.
8. Acceptable use
You agree that you will not, and will not attempt to, or assist or permit anyone else to:
- use the Site in any way that violates any applicable federal, state, local or international law or regulation, or the rights of any person;
- copy, reproduce, republish, distribute, sell, license, frame, mirror or create derivative works from any part of the Site, except as expressly allowed by these Terms or by applicable law that cannot be waived;
- use any robot, spider, crawler, scraper or other automated means to access, collect or index the Site or its content, except that general-purpose search engines may index the Site in accordance with our robots.txt file and only to create publicly available search indexes;
- use any content of the Site to train, fine-tune, test, evaluate or otherwise develop any machine-learning or artificial-intelligence model or system, or to build any dataset, without our prior written permission. We expressly reserve all rights with respect to text and data mining of the Site;
- decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of any non-public portion of the Site, except to the extent that this restriction is prohibited by applicable law;
- probe, scan or test the vulnerability of the Site or any related system or network, or breach or circumvent any security, authentication or rate-limiting measure, except under a written authorization from us. If you believe you have found a security vulnerability, please report it responsibly to info@abdabis.com and give us a reasonable opportunity to fix it before disclosing it;
- interfere with or disrupt the operation of the Site, including by transmitting viruses, malware or other harmful code, or by imposing an unreasonable or disproportionately large load on our infrastructure;
- send spam, chain letters, unsolicited advertising or any automated, bulk or deceptive messages through the contact form or any other feature of the Site;
- impersonate any person or entity, or misrepresent your identity, affiliation or authority;
- submit content that is unlawful, defamatory, harassing, threatening, obscene, hateful, discriminatory or that infringes or misappropriates the rights of others;
- submit any personal information of another person without the right to do so, or any sensitive personal information, payment card data, government identification numbers, health information or confidential information of a third party; or
- use the Site for any purpose that competes with Abdabis, including to benchmark it or to develop a competing product, without our prior written consent.
9. Information you submit
9.1. Contact form and correspondence. When you send us a message through the Site or by email, you give us permission to use the information you provide to respond to you and for the other purposes described in our Privacy Policy.
9.2. No confidentiality. Unless Abdabis has signed a written non-disclosure agreement with you that covers the information, please do not send confidential or proprietary information through the Site. Information submitted through the Site is not treated as confidential, and submitting it does not create any confidential, fiduciary, contractual or client relationship between you and Abdabis.
9.3. Your representations. You represent and warrant that any information you submit is accurate, that you have all rights necessary to submit it, and that our use of it as described in these Terms and in our Privacy Policy will not violate any law or the rights of any person.
9.4. Feedback. If you give us ideas, suggestions or other feedback about the Site or our services ("Feedback"), you grant Abdabis a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable license to use, reproduce, modify, distribute and otherwise exploit that Feedback for any purpose, without any obligation or compensation to you. You are not required to provide Feedback.
10. Electronic communications
By using the Site or communicating with us electronically, you consent to receive communications from us electronically, and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that those communications be in writing, in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and similar laws.
11. Privacy and cookies
Our collection and use of personal information in connection with the Site is described in our Privacy Policy. Our use of cookies and similar technologies, and how you can control them, is described in our Cookie Policy. You can change your cookie choices at any time using the "Cookie settings" link at the bottom of every page.
12. Third-party links and services
The Site may contain links to, or features provided by, websites and services operated by third parties. We do not control and are not responsible for the content, privacy practices, availability or security of any third-party website or service, and a link does not mean that we endorse it. Your use of any third-party website or service is at your own risk and is governed by the third party's terms and policies.
13. Disclaimer of warranties
13.1. THE SITE AND ALL CONTENT, FEATURES AND MATERIALS ON IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ABDABIS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
13.2. WITHOUT LIMITING THE FOREGOING, ABDABIS DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY CONTENT, INCLUDING ANY DESCRIPTION, FIGURE, SIMULATION OR AUTOMATED OUTPUT, IS ACCURATE, COMPLETE, RELIABLE OR CURRENT.
13.3. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In that case, those warranties are limited to the shortest period and the minimum extent permitted by law.
14. Limitation of liability
14.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ABDABIS OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS OR SERVICE PROVIDERS (TOGETHER, THE "ABDABIS PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR ANTICIPATED SAVINGS, OR THE COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL THEORY, AND EVEN IF AN ABDABIS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE ABDABIS PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
14.3. The limitations in this Section 14 are an essential basis of the bargain between you and Abdabis, apply even if any limited remedy fails of its essential purpose, and do not apply to any liability that cannot be limited or excluded under applicable law, such as liability for death or personal injury caused by gross negligence or willful misconduct, or for fraud. Liability under a Client Agreement is governed exclusively by that Client Agreement.
15. Export controls and sanctions
15.1. You agree to comply with all applicable export control and economic sanctions laws and regulations, including the U.S. Export Administration Regulations and the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC).
15.2. You represent and warrant that you are not (a) located in, organized under the laws of, or ordinarily resident in any country or region that is subject to comprehensive U.S. sanctions, or (b) identified on, or owned or controlled by any person identified on, any U.S. government list of prohibited or restricted parties, including OFAC's Specially Designated Nationals and Blocked Persons List and the U.S. Department of Commerce's Entity List. Abdabis does not provide services to any such person.
16. Indemnification
To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Abdabis Parties from and against any and all claims, liabilities, damages, judgments, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your violation of these Terms, (b) your violation of any law or the rights of any third party, or (c) any information or content you submit through the Site. We may assume the exclusive defense and control of any matter for which you must indemnify us, and you agree to cooperate with our defense of it.
17. Dispute resolution: arbitration and class action waiver
17.1. Informal resolution first. Before starting any arbitration or court proceeding, you and Abdabis agree to try to resolve any dispute informally. The party raising the dispute must send a written notice to the other party describing the dispute and the relief requested. Notices to Abdabis must be sent by email to info@abdabis.com with the subject line "Legal Notice." If the dispute is not resolved within 60 days after the notice is received, either party may begin formal proceedings as described below.
17.2. Agreement to arbitrate. Except as provided in Section 17.4, you and Abdabis agree that any dispute, claim or controversy arising out of or relating to the Site or these Terms, including their formation, interpretation, enforceability, breach or termination, and including whether a dispute is subject to arbitration (each, a "Dispute"), will be resolved by final and binding individual arbitration rather than in court.
17.3. Rules and procedure. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules if you are an individual using the Site primarily for personal, family or household purposes, and otherwise under its Commercial Arbitration Rules, in each case as modified by this Section 17. The AAA's rules are available at www.adr.org. The arbitration will be conducted by a single arbitrator. Unless the parties agree otherwise, any hearing will be held by videoconference or, if an in-person hearing is required, in the county where you reside (if you are an individual) or in the State of Wyoming (in all other cases). Payment of filing, administration and arbitrator fees will be governed by the applicable AAA rules. The arbitrator may award the same individual relief that a court could award, but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. Judgment on the award may be entered in any court of competent jurisdiction.
17.4. Exceptions. Either party may (a) bring an individual action in a small claims court of competent jurisdiction, and (b) seek temporary, preliminary or permanent injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of its intellectual property rights or of Section 8 (Acceptable use).
17.5. Class action and jury trial waiver. YOU AND ABDABIS AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of more than one person or preside over any form of class, collective or representative proceeding. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND ABDABIS EACH WAIVE THE RIGHT TO A JURY TRIAL.
17.6. Severability of this Section. If the class action waiver in Section 17.5 is found unenforceable with respect to any claim or request for relief, that claim or request (and only that claim or request) will be severed and decided by a court under Section 18 after all individual claims have been arbitrated, and the rest of this Section 17 will remain in effect. If any other provision of this Section 17 is found unenforceable, it will be severed and the rest of this Section 17 will remain in effect.
17.7. Your right to opt out. You may opt out of this agreement to arbitrate by sending an email to info@abdabis.com with the subject line "Arbitration Opt-Out" within 30 days after you first access the Site or after the date on which a material change to this Section 17 is posted. Your email must include your name, your email address and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other part of these Terms.
17.8. Time limit. To the extent permitted by applicable law, any Dispute must be brought within one (1) year after the cause of action arises, or it is permanently barred.
17.9. Consumers outside the United States. If you are a consumer residing outside the United States, nothing in this Section 17 deprives you of the protection of any mandatory provision of the law of your country of residence, including any right to bring proceedings in the courts of that country where that right cannot be waived.
18. Governing law and venue
18.1. These Terms and any Dispute are governed by the laws of the State of Wyoming, United States, and applicable U.S. federal law, including the Federal Arbitration Act, without regard to conflict-of-laws rules that would require the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2. Subject to Section 17, any Dispute that is not subject to arbitration, and any action to compel arbitration or to confirm, modify or vacate an arbitral award, will be brought exclusively in the state or federal courts located in the State of Wyoming, and you and Abdabis consent to the personal jurisdiction and venue of those courts.
19. Suspension and termination
We may suspend or terminate your access to all or part of the Site at any time, without notice or liability, if we believe you have violated these Terms or applicable law, or for any other reason permitted by law. Sections 5, 7, 9.4, and 13 through 21 survive any termination of these Terms or of your access to the Site.
20. Notice to California residents
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: the Site is provided by Abdabis LLC, whose contact details appear in Section 22. There is no charge for the use of the Site. If you have a complaint, you may contact us as described in Section 22, or contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
21. General terms
21.1. Entire agreement. These Terms, together with the policies incorporated by reference, are the entire agreement between you and Abdabis regarding the Site and supersede all prior or contemporaneous understandings regarding the Site. They do not supersede any Client Agreement.
21.2. Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
21.3. No waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.
21.4. Assignment. You may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization or sale of assets. Any attempted assignment in violation of this Section is void.
21.5. Force majeure. We will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, failures of the internet, utilities or hosting providers, and cyberattacks.
21.6. Relationship. Nothing in these Terms creates any partnership, joint venture, employment, agency or fiduciary relationship between you and Abdabis.
21.7. No third-party beneficiaries. These Terms do not confer any rights or remedies on any person other than you and Abdabis, except that the Abdabis Parties are intended third-party beneficiaries of Sections 13, 14 and 16.
21.8. Interpretation. Headings are for convenience only and have no legal effect. The words "including" and "for example" mean "including without limitation." These Terms will not be construed against the party that drafted them.
21.9. Language. These Terms are written in English. If we provide a translation, the English version controls to the extent of any conflict.
22. Contact
Questions about these Terms, and legal notices, should be sent to:
Abdabis LLC
Wyoming, United States
Email: info@abdabis.com (please use the subject line "Legal Notice" for legal notices)
