Terms of Service

Please read these Terms of Service (these “Terms”) carefully, as they constitute a legally binding agreement between NEO TRADE, INC., a Delaware corporation (“SigmaMind AI,” “we,” “us” or “our”) and an end-user and any employees, agents, contractors and any other entity on whose behalf the end-user accepts these terms (collectively, “you” and “your”) and apply to your use of our website and Services (as defined below). In case you are utilizing the Services as a representative of a party (e.g. your employer or customer, collectively the “Client”), your acceptance of these Terms also binds the Client.

This is a binding agreement. If you use the Services or click accept or agree to these Terms if presented to you in a user interface for the Services, or you have signed a subscription agreement that serves as a master agreement, you are legally bound by the obligations in these Terms. If you are entering into these Terms on behalf of a Client, you represent and warrant that you have the authority to bind the Client to these Terms, and any reference to “you” and “your” will refer and apply to that party. If you do not agree to all of these Terms, you shall not use the Service and you should not set up an Account (as defined).

By agreeing to these Terms, you expressly agree that except for limited circumstances, the parties will only resolve disputes by arbitration, solely on an individual basis.
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1. Acceptance of these Terms

You hereby agree to accept these Terms by opening an account under a username, notwithstanding any existing services agreement to which you may also be signatory which incorporated these Terms by reference.

You also agree to abide by other SigmaMind AI rules and policies, including our Privacy Policy (which explains what information we collect from you and how we protect it) that are expressly incorporated into and are a part of these Terms. Please read them carefully.

Once you accept these Terms you are bound by them until they are terminated. See Section 7 (Term and Termination).
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2. Using the Services

a. Right to Use and License
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Subject to your compliance with these Terms, SigmaMind AI hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable (i) right to use the Services and (ii) where applicable in cases of on premise installations, license to object code that is installed in your Systems (where "Systems" means computing machine running code, whether on your premise or on a 3rd party's cloud platform), solely for the purposes of utilizing the Service to deploy AI conversational agents and solely in the manner described in these Terms and in any technical documentation contained in, or provided with, the Services.

You acknowledge and agree that you are only being granted a right to use the Services and nothing is being sold to you. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto, other than to use the Service in accordance with the use rights specified and other terms, conditions, and restrictions of these Terms. We reserve all other rights that are not granted in these Terms.

See Section 4 for more details on your use and Intellectual Property Rights (as defined) under these Terms.

b. What We Provide
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The Services include but are not limited to a hosted software solution ("Platform") that allows you to create voice, chat, email, text and social media agents that can interact with your customers and stakeholders and respond to queries by such individuals in the most realistic manner possible.
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Our Platform (think of it as an orchestration layer over three modules that are provided by various suppliers as well as a collection of tools, including a web dashboard ("Dashboard")), that allows you to, either via our API or via the Dashboard, utilize a transcribing service module and intake or record stakeholder speech (usually on your device), followed by the transcription of the speech to text (either on your device or in a cloud server), and then the processing of the text on a trained large language model ("LLM" or "AI Model") to generate responses, and then the conversion of text to speech to be delivered to the stakeholder (using the voice module) (the Platform and additional value adds, such as phone numbers that connect to our Platform, but excluding Providers' offering, collectively, the "Services").
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Our Platform stitches together the various modules' individual steps to provide a smooth and responsive conversation, which is notable not only for being latency-optimized, but also for being realistic, as our custom models create a conversational experience that feels human, utilizing tools with respect to managing endpointing, interruptions, filtering of background noise and voice, and more. For more details see How SigmaMind AI Works on our website.

c. Third-Parties
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Our control layer interacts with our third-party service providers (our "Providers") as part of Services or parties that you wish to utilize. We expect our Providers list to grow with time. You understand and agree that when you use the various aspects of the Services (i.e. the transcription (i.e. through providers such as Deepgram), the LLM processing (we support any OpenAI-compatible endpoint, including Azure OpenAI, or your own custom LLM) and our voice generation (all voice providers are supported)), we will be sharing Your Content (as defined) with each Provider, subject to each Provider's individual terms and conditions. We do not make any representation and warranties on any Provider's behalf, nor are we an agent of any such Provider. We principally provide you a control layer to obtain the best experience possible for AI-enabled conversational agents using each such Provider's capabilities.
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Our Services are very flexible and our Platform allows you to conveniently customize which third parties you would like to use as part of the Services (whether our Providers or your own, including your own AI Models). If you have existing accounts with any of our Providers, you can bring your own API keys to SigmaMind AI. Once your API key is validated, you won't be charged when using that provider through SigmaMind AI. Instead, you'll be charged directly by the provider. The fees we charge you bundles in the usage fee from each of our Providers on a per use basis and our fee will be modified accordingly. Enterprise customers shall be subject to custom pricing schemes. For more details on customization and other details on our Service, check out our collection of Documents which will assist you in leveraging our Services efficiently.
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You will in certain instances, need to have separate subscriptions with our Providers. For instance, if you would like to utilize the benefits of certain voice generation module providers (e.g. ElevenLabs, PlayHT, Rime Labs etc.) you will need to subscribe to an API plan that suits your needs with the respective Provider, as further described in our documentation on our website.

d. Use Restrictions
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We want developers and businesses to build confidently on SigmaMind platform. To keep our platform safe, fair, and legally compliant, there are a few boundaries you must respect.
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General Use
You may use SigmaMind’s Services to build, test, and deploy AI agents for your own applications, in accordance with these Terms. Unless we give you written permission, you may not:
- Sell, rent, lease, sublicense, or commercially exploit the Services themselves (as opposed to the products you build with them).
- Remove or alter copyright notices, trademarks, or proprietary markings on the Services.
- Copy, modify, translate, adapt, or create derivative works of the Services except where functionality clearly allows it.
- Reverse engineer, decompile, disassemble, or attempt to extract source code.
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Intellectual Property and Brand Use
- You may not use SigmaMind’s trademarks, service marks, logos, or designs except as permitted in our brand guidelines or with prior written approval.
- You may not impersonate SigmaMind, misrepresent your affiliation, or use our Services to create deceptive or misleading experiences.
- Using the voice of any real person (or a deceptively similar voice) without that person’s documented consent is prohibited.

Security and Technical Integrity
To protect all users, you must not:
- Upload viruses, malicious code, or try to compromise or bypass security.
- Attempt to probe, scan, or test system vulnerabilities without authorization.
- Use automated means (bots, scrapers, crawlers, etc.) to extract or harvest data outside the scope of your own content and usage.
- Disrupt or overload our infrastructure, networks, or connected providers.
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Legal and Regulatory Compliance
You are responsible for ensuring that your use of the Services complies with all applicable laws, including but not limited to:
- Telemarketing & Communications Laws: the TCPA, FTC Act, Telemarketing Sales Rule (TSR), Do-Not-Call (DNC) rules, state telemarketing laws, and federal/state anti-wiretapping or eavesdropping laws.
- Fraud & Misuse: No use of the Services to promote scams, phishing, Ponzi or pyramid schemes, “get-rich-quick” schemes, or similar deceptive practices.
- Caller Identity: Do not provide false or misleading information about a sender’s identity or call origin.
- Consent: If consumer consent is required (e.g., for outbound calls), you are responsible for obtaining and retaining documentation of that consent in accordance with applicable law. We may request evidence of compliance if reasonably necessary to address a legal, regulatory, or security inquiry.
- Sensitive Data: If handling health (HIPAA) or payment (PCI DSS) data, you must enable the appropriate compliance settings. If these are not enabled, you must not process PHI or PCI data through SigmaMind.

Prohibited Content and Behavior
- No pretending to be another person or misrepresenting your identity.
- No creating or distributing content that is fraudulent, deceptive, or unlawful.
- No leveraging the Services to generate datasets for training unrelated third-party models, except with our explicit consent.

Enforcement
SigmaMind reserves the right, at its sole discretion, to determine whether use violates these restrictions. We may suspend, limit, or terminate access if violations occur. Wherever reasonable, we will provide notice and an opportunity to correct the issue before taking action. We may request information from you only to the extent reasonably necessary to confirm compliance with applicable laws and these Terms.

e. Service Updates
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You understand that the Services will evolve from time to time. You acknowledge and agree that SigmaMind AI may update the Services on the Platform with or without notifying you, including adding or removing features, products, or functionalities. SigmaMind AI may also require you to accept updates to the software that you have installed on your System as applicable.

f. Fees
Usage of our Services is subject to the fees that are set out on our website. The fees you pay will be directly correlated with the amount of voice minutes or messages (chat/email/text) processed through SigmaMind AI volume transmitted to our Platform.

Nothing prevents us from revising the usage fees charged for our Services, or introducing new features and benefits and charging additional amounts. Your costs under any subscription to our Services will not change until your then current term of subscription (e.g. if you are a monthly subscriber, then at the end of the month we revise our fees).

Our fees are separate and apart from the fees our Providers charge or those third parties that you may have subscribed to yourself. For more detailed examples of fee scenarios, see our website for billing guidance.
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3. Creating an Account

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a. Registration
‍To access the Services, you must register and obtain login credentials for an account ("Account") and provide information as prompted by the account registration flow. You represent and warrant that: (a) all registration information you submit is truthful and accurate; and (b) you will maintain and promptly update such information to keep it true, accurate, current and complete. You may delete your Account at any time, for any reason in accordance with Section 7(b).

‍b. Eligibility
‍The Services are only available to end-users who can form legally binding contracts under applicable law. By accessing or using the Services, you represent and warrant that you are at least 18 years of age or over the age of majority in the state or country where you are a resident or citizen. You are not eligible to be a Client or an end-user if you are barred from using the Services under the laws of the United States or any other applicable jurisdiction, including pursuant to Section 15 (Export Control) in these Terms.

‍c. User Information & Credentials
‍When you create an Account with SigmaMind AI, you will be asked to choose a username and password. You acknowledge and agree that you are exclusively responsible for the security and confidentiality of your login credentials and for all use of the Services and all related charges that may arise from such use of the Services in connection with your login credentials, with or without your knowledge. You may not share your Account or password with anyone, and you agree to notify SigmaMind AI immediately of any actual or suspected unauthorized use of your Account, your password or any other breach of security as related to the Services, including on any hardware device which you may use to access our Services. Each end user must maintain their own credentials.
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4. Intellectual Property Rights, Ownership and Grants

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a. Your Content
‍When you utilize our Service, all materials uploaded to or transmitted via the Platform is your content ("Your Content"). You own all rights and title in Your Content, including any Intellectual Property Rights (as defined). SigmaMind AI does not claim any ownership of Your Content or assert any rights under your Intellectual Property Rights other than as granted under these Terms.

b. AI-Generated Content
To the extent the Services generate content (including text, audio, images, transcripts, or other outputs) in response to inputs you provide (“AI-Generated Content”), SigmaMind AI assigns to you all rights, title, and interest in such AI-Generated Content. You may use, reproduce, and sublicense AI-Generated Content for your internal business purposes and customer-facing uses, subject to these Terms. SigmaMind AI retains ownership of the underlying proprietary models, model weights, and platform technology. SigmaMind AI will not use AI-Generated Content to train its models without your express, prior opt-in consent.

‍c. Rights You Grant Us
‍You hereby grant SigmaMind AI a worldwide, royalty-free, sublicensable license to host, process, and transmit ("Handle") Your Content during the Term. This license to Handle is solely for the purpose of us and our Providers providing you the Services.

The specific information you permit us to Handle is determined by customizable settings that are in your control. If You do not opt-out of recording, You give SigmaMind AI permission to record calls or messages made or received using the Service and process communication data (“Communications”) solely for the purpose of providing the Services to You, including features such as call playback, message history, transcription, and analytics that You enable. Before being used for any permitted purposes, the data will be de-identified and aggregated using commercially reasonable industry-standard technologies. Nothing in this section shall lessen or restrict Your obligations under applicable laws, as described in Section 2. SigmaMind AI shall implement commercially reasonable security measures to protect recorded data and shall notify Customer without undue delay in the event of a data breach affecting Customer Data.

‍SigmaMind AI will not use Your Content, including audio data, transcripts, or other call data, for the purpose of training any SigmaMind AI or third-party models unless you have provided your express, prior opt-in consent through your account settings or a separate written agreement. By default, all developer data is excluded from model training, regardless of HIPAA settings.

You may also configure persistence and training settings in your Account or via API flags. When these settings are disabled, SigmaMind AI will not persist call logs, transcripts, or recordings, and will not use Your Content for model training. When enabled, SigmaMind AI may retain and use such data solely as described in these Terms. You are responsible for enabling HIPAA- or PCI-compliant modes where applicable.

We do not utilize Your Content to obtain any customer specific intelligence. Our scope of use of data in all instances is only for purposes of enhancing call features, latency and the performance of your AI conversational agents, and does not in any way relate to capturing and using personal information of any caller or any information/inputs of a caller in respect of your business or the caller.

You agree that submission of any ideas, suggestions, documents, and/or proposals to SigmaMind AI ("Feedback") is at your own risk and that SigmaMind AI has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to SigmaMind AI a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable and transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback for any purpose.

‍d. SigmaMind AI's Rights
‍The Services utilize technology and capabilities and contain certain materials provided by us as well as our licensors, including but not limited to, all proprietary LLM, content, information, software, images, text, graphics, illustrations, logos, and (as applicable) audio and video. SigmaMind AI and its licensors reserve all ownership and Intellectual Property Rights to all parts of our Services. For the purposes of these Terms, "Intellectual Property Rights" means all (i) patents, patent disclosures, and inventions (whether patentable or not), (ii) trademarks, (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases, and (iv) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. Your use rights, as set out under Section 2 above are subject to compliance with these Terms and as applicable payment of the applicable fees.

‍e. Rights Granted to Third Parties
‍Providers that deliver part of our Services, whether pursuant to a contract directly with you or though us, require rights to Handle Your Content as applicable to the service they provide. Each Provider has its own contractual terms that apply. Please review the specific terms of service or equivalent agreement which apply to the Provider that you elect to utilize in respect of each of the Service module for transcription, LLM, and voice generation. While we expect each Provider to comport to industry norms and comply with their privacy policies and the license and rights granted to them under terms agreed upon with you, we do not monitor nor make any guarantees or warranties in respect of their compliance with their contractual and legal obligations.

‍f. Use of Developer Marks
‍SigmaMind AI will not use your or your clients’ names, trademarks, service marks, or logos for marketing, promotional, or publicity purposes without your prior written consent.
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5. Aggregate Stats

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SigmaMind AI shall monitor your use of the Services, including the Platform, and collect and compile data and information related to all such use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform ("Aggregated Statistics"). Such Aggregated Statistics are wholly owned by the Company with all rights reserved and may be used solely for operating, developing, and improving the Services.
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6. Communications

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By entering into these Terms or using the Services, you agree to receive communications from us, including via email, and/or push notifications. Communications from us may include, but are not limited to, operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, and news concerning SigmaMind AI and industry developments.
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7. Service Levels & Support

a. Service Availability
SigmaMind AI will use commercially reasonable efforts to make the Services available with at least 99.5% uptime in any monthly billing cycle, excluding (i) scheduled maintenance announced at least 24 hours in advance, (ii) emergency maintenance required to protect the Services, (iii) outages caused by Customer’s misuse or misconfiguration, and (iv) events outside SigmaMind AI’s reasonable control (Force Majeure).

b. Support Response Times
SigmaMind AI provides support according to the following targets during normal business hours (excluding holidays):

- P1 (Critical – production outage): initial response within 4 hours.

- P2 (High – degraded functionality): initial response within 24 hours.

- P3 (Normal – non-critical issue): initial response within 3 business days.

c. Scheduled Maintenance
SigmaMind AI may perform scheduled maintenance during off-peak hours. Notice of scheduled maintenance will be provided via the Dashboard, status page, or email to the Customer’s admin contact.

d. Limitations This Section sets out service level objectives only and does not provide financial remedies. The availability and response commitments are intended to help Customers plan and rely on the Services but do not create a guarantee of uninterrupted service.
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8. Term and Termination

a. Term
‍These Terms commence on the earlier of the date you first opened an Account to use the Services or the date when you accepted these Terms, and these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section.

‍b. Termination by SigmaMind AI
‍If you have breached any provision of these Terms, if SigmaMind AI is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), or if it is commercially impracticable for SigmaMind AI to provide the Services, SigmaMind AI has the right to, immediately and without notice, suspend or terminate any of the Services provided to you.

You agree that all terminations will be made in SigmaMind AI's sole discretion and that SigmaMind AI will not be liable to you or any third party for any termination of your Account, provided that if applicable, SigmaMind AI shall refund you any prepaid amount, on a pro-rata basis, for any duration of the term of subscription to our Service which remains after the termination of your Account.

‍c. Termination by You
‍Other than the clauses which survive any expiry or termination of these Terms, these Terms (with surviving terms excepted) shall not apply to you upon your notice to us requesting Services no longer be provided.

‍d. Effect of Termination 
If Services are terminated for any reason, your use rights shall cease. SigmaMind AI will provide you with a thirty (30) day period after termination to export Your Content, including call data, transcripts, and recordings, from the Platform. After this period, SigmaMind AI may delete such data without liability. SigmaMind AI will not have any liability for suspension or termination, provided that if applicable, SigmaMind AI shall refund you any prepaid amount, on a pro-rata basis, for any duration of the subscription term remaining after termination.

‍e. Survival
‍The following Sections shall survive any termination of your use right: This Section 7(f), Sections 4(a), 4(b), 4(c), 4(d), 7(e), 9, 10, 11, 12, 14, 16, and 19.
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9. Changes to Terms

These Terms are subject to occasional revision by SigmaMind AI. When changes are made, SigmaMind AI will make a new copy of these Terms of Service available on the website and within the App. We will also update the date at the top of these Terms. If we make any substantial changes, and you have registered with us to create an Account, we will also send an email to you at the last e-mail address you provided to us to notify you. Any changes to these Terms will be effective immediately for new registered users of the Services and will be effective 30 days after posting notice of such changes on the website for existing registered users, provided that any material changes will be effective for registered users who have an Account with us upon the earlier of 30 days after posting notice of such changes on the website or 30 days after dispatch of an e-mail notice of such changes to registered users. SigmaMind AI may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGES AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU WILL STOP USING THE SERVICES. OTHERWISE, YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.
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10. Indemnity

a. Your Indemnification Obligation
‍You agree, to the extent permitted by law, to indemnify, defend, and hold harmless SigmaMind AI, our directors, officers, stockholders, employees, licensors, providers, and agents ("SigmaMind AI Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your breach of these Terms, any rights of another party, or any applicable law or regulation, including but not limited to the Telephone Consumer Protection Act of 1991 (TCPA), the Telemarketing and Consumer Fraud and Abuse Prevention Act, and their implementing regulations; or (c) your negligence or willful misconduct. SigmaMind AI reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SigmaMind AI in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, these Terms and/or your access to the Services.

‍b. Indemnification by SigmaMind AI
SigmaMind AI will defend, indemnify and hold harmless each you and as applicable your officers, directors, employees, contractors and licensors (collectively, "Subscriber Indemnitees"), from and against any costs, damages (including reasonable attorneys' fees) that are awarded in final judgment against or paid in settlement in connection with any action or suit brought against a Subscriber Indemnitee by a third party based upon a third-party claim that (i) the Services, as provided by SigmaMind AI pursuant to these Terms (exclusive of any Your Content), infringe any Intellectual Property Rights or misappropriate any trade secret, or (ii) arises from or relate to the gross negligence, willful misconduct, fraud or more culpable acts or omissions of SigmaMind AI, violation of applicable law by SigmaMind AI, or any breach by SigmaMind AI of any of its representations or warranties hereunder. Subscriber Indemnitees agree to provide SigmaMind AI reasonable cooperation, at SigmaMind AI's expense, in the defense and settlement of such claim, and SigmaMind AI shall have sole authority to defend or settle such claim, provided (y) no settlement shall require payment or a confession or admission of fault by any Subscriber Indemnitees or require any Subscriber Indemnitee to take (or refrain from taking) any action without the applicable Subscriber Indemnitee's prior written consent and (z) if such claim relates to any Intellectual Property Rights or Confidential Information of the Subscriber Indemnitees, the Subscriber Indemnitees shall have sole control of the defense and settlement of such claim.

‍c. Injunctions
‍If your use of the Services is, or in SigmaMind AI's reasonable opinion is likely to be, enjoined due to claims specified in Section 9(b), then SigmaMind AI may at its sole option and expense (without limiting SigmaMind AI's indemnity obligation to Subscriber Indemnitees): (a) replace or modify the Services to make them non-infringing and of substantially equivalent functionality; (b) procure for you the right to continue using the Services under these Terms; or (c) terminate your rights and SigmaMind AI's obligation under these Terms with respect to Services and refund to you a pro-rata portion of the fees paid in advance by you in respect of the Services.

‍d. Exclusions
‍Notwithstanding the terms of Sections 9(b) (Indemnification by SigmaMind AI) and 9(c) (Injunctions), SigmaMind AI will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) any modification or alteration of the Services by Subscriber Indemnitee or existing employees, agents or contractors other than as permitted in these Terms, or any user's failure to reasonably safeguard login credentials, if such claim would not have occurred but for such modification or alteration, or (b) Subscriber's or a user's use of the Services other than as permitted in these Terms.

‍e. Sole Remedy
‍THE FOREGOING STATES THE ENTIRE OBLIGATION OF SigmaMind AI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PERMITTED CONTRACTORS, AND LICENSORS WITH RESPECT TO ANY INFRINGEMENT OR MISAPPROPRIATION OF SUCH THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
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11. Disclaimer of Warranties and Conditions

a. You expressly understand and agree that, to the extent permitted by applicable law, your use of the Services is at your sole risk, and the Services are provided on an "as is" and "as available" basis, with all faults. SigmaMind AI expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

‍b. Except as explicitly provided hereunder, SigmaMind AI makes no representation, warranty, or condition with respect to the Services, including but not limited to, the quality, effectiveness, and other characteristics of the Services, and of those of the Providers. Except as provided under a service level agreement, SigmaMind AI makes no representation or warranty that the Services will be uninterrupted, error-free, or timely. The Services may be subject to delays, cancellations and other disruptions.

‍c. No advice or information, whether oral or written, obtained from SigmaMind AI or through the Services will create any warranty not expressly made in these terms.

‍d. Unless you have limited the traffic flow to certain limits, we do not stop incoming voice calls or messages to our Platform. As such, you are responsible for payment of all the minutes or messages (chat/email/text) utilized on our Platform, regardless of whether the voice or message traffic exceeded your contemplation.
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12. Limitation of Liability

a. Disclaimer of Certain Damages
‍TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL A PARTY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.

‍b. Cap on Liability
‍TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WILL NOT BE LIABLE BEYOND THE GREATER OF (i) $100 USD, (ii) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.

SOME COUNTRIES, STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE TERMS HEREIN MAY NOT FULLY APPLY TO YOU.
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13. Dispute Resolution and Governing Law

a. Informal Resolution
‍Before filing any claim against SigmaMind AI, you agree to attempt to resolve the dispute informally by notifying legal@sigmamind.ai. We will attempt to resolve the dispute informally within sixty (60) days. If the dispute is not resolved within that period, either party may initiate arbitration as described below.

‍b. Agreement to Arbitrate
‍Except as set forth in Section 12(d), you and SigmaMind AI agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules in effect at the time the arbitration is commenced. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

‍c. Arbitration Procedures
‍Arbitration shall be conducted by a single arbitrator, selected in accordance with AAA rules. The arbitration shall take place in Wilmington, Delaware, unless we both agree otherwise, and shall be conducted in the English language. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement.
- Costs: Each party shall bear its own attorneys’ fees and costs. AAA filing and administrative fees will be allocated in accordance with the AAA rules, provided that SigmaMind shall ensure you do not pay more than the amount you would pay to file the same claim in a state or federal court in Delaware.
- Confidentiality: All aspects of the arbitration, including its existence, content, documents exchanged, and any award, shall be strictly confidential and shall not be disclosed by either party except as required by law or to enforce an arbitral award.

‍d. Exceptions
‍Either party may (i) bring an individual claim in small claims court if the claim is within the jurisdiction of that court; or (ii) seek injunctive or equitable relief in a court of competent jurisdiction in Delaware to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights.

‍e. Class and Mass Action Waiver
‍You and SigmaMind agree that all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, consolidated, or mass arbitration proceeding. The arbitrator may not consolidate more than one person’s claims, nor preside over any form of a representative or mass proceeding.

‍f. Time Limitation
‍Any claim arising out of or related to these Terms or the Services must be filed within one (1) year after the cause of action accrued; otherwise, such claim is permanently barred.

‍g. Governing Law and Venue
‍These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Subject to the arbitration agreement above, the state and federal courts located in Delaware shall have exclusive jurisdiction for any permitted court proceedings.

‍Jury Trial Waiver. If any claim proceeds in court rather than arbitration, both parties knowingly and irrevocably waive any right to a jury trial.
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14. International Use

The Services can be accessed from countries around the world and may contain references to features and services that are not available in your country. SigmaMind AI makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local laws. If you are using the Services and are not in the United States, you agree that the location for dispute resolution is acceptable to you and that you will not challenge the forum as being inconvenient for you.
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15. Severability, Waiver

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
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16. Export Control

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law. You acknowledge and agree that products, services or technology provided by SigmaMind AI are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer SigmaMind AI products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
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17. Notice

All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally recognized express courier, with written confirmation of receipt; (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) when sent by email, on the date the email was sent if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party. In the event that the last e-mail address you provided to SigmaMind AI is not valid, or for any reason is not capable of delivering to you any notices required/permitted by these Terms, SigmaMind AI's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to SigmaMind AI at the following email address: support@sigmamind.ai
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18. Assignment

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without SigmaMind AI's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. SigmaMind AI may assign these Terms and any other right or obligation to a party without any consent or notification requirement to you.
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19. Force Majeure

SigmaMind AI will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
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20. Final Terms

These Terms, along with any SigmaMind AI ordering document such as master agreement, or as found on SigmaMind AI's website, make up the final, entire, and exclusive agreement between you and SigmaMind AI with respect to the subject matter hereof and supersede any prior agreements and discussions, both written and oral, with respect to such subject matter. No purchase order or other document issued by you in respect of our Services shall control.
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21. Contact Us

SigmaMind AI welcomes comments, questions, concerns, or suggestions. Please send us any inquiries at support@sigmamind.ai or find more information about us by visiting our Documentation.
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