Agreement to terms

Welcome to Auggie! These Terms of Service (“Terms”) govern your access to and use of the Auggie™ platform and services (“Services”), provided by PVAI Consulting, Inc. (“PVAI,” “we,” “us,” “our,” or “Auggie”). Auggie is an AI-powered market research and dynamic persona platform. By using the Services, you agree to these Terms. If you are using Auggie on behalf of a company or organization, you represent that you have authority to bind that entity to these Terms. If you do not agree to these Terms, do not use the Services.

Summary of Key Points: You own any content you input into Auggie and the AI-generated output, though you give us permission to process it to run the service (we won’t use your data to train our models unless you allow us). Please use Auggie responsibly – don’t misuse it or input prohibited content. Auggie is provided “as is” for you to test ideas; it may sometimes be inaccurate or unexpected, so use your judgment. We limit our liability and provide no warranties, as detailed below. We also comply with privacy laws like GDPR and CCPA – see our Privacy Policy for details. By continuing, you’re agreeing to everything here. (This summary is for convenience and is not part of the legal Terms.)

1. Accounts and Eligibility

• Eligibility: You must be at least 18 years old (or at least 16 if you are in the EU/UK) to use Auggie. Our Services are business-oriented and not intended for personal, family, or household use. We do not knowingly allow children to use Auggie. If we learn of unauthorized use by a minor, we will terminate the account and delete any associated data.

  
  

• Account Registration: To access most features, you need to create an account. Provide accurate, up-to-date information about yourself and your company. Keep your account credentials confidential – you are responsible for all activity that happens under your account. If you suspect unauthorized use of your account, notify us immediately at privacy@auggietalk.ai. We are not liable for any loss or damage from your failure to secure your account.

  
  

• Account Use: You may not share your account login with others. However, if your plan allows multiple authorized users, each should have their own login. You agree not to register accounts using “bots” or automated methods. We reserve the right to refuse registration or cancel accounts that violate these Terms.

  
  

2. License to Use Auggie

• Our Services: Subject to these Terms and timely payment of any fees, we grant you a limited, non-exclusive, non-transferable license to access and use Auggie solely for your internal business purposes (for example, to conduct virtual focus groups for your brand). You agree not to use the Services for personal consumer purposes or any purpose outside the scope of this license.

  
  

• Prohibited Uses: You shall not, and shall not permit any third party to:

  • Commercial Exploitation: License, sublicense, sell, resell, rent, lease, or otherwise exploit the Services for commercial gain beyond what is permitted (you can of course use insights in your business, but you can’t resell Auggie itself).

  • Derivative Works: Modify, adapt, translate, or create derivative works from the Services, or reverse engineer or attempt to extract the source code or underlying models of our software, except to the extent laws specifically allow despite this limitation.

  • Competing Service: Use Auggie to build a competing AI focus group or user research service, or otherwise use the Services in a way that competes with PVAI’s business.

    
    

• Exceeding Use Limits: Use the Services in excess of any usage limits or quotas specified in your plan (for example, if your plan limits the number of AI-generated interview sessions per month, you agree not to exceed those without upgrading).

  
  

• Service Changes: We reserve the right to add, remove, or modify features of the Services at any time. We will try to inform you of major changes. We also reserve the right to discontinue the Services (or any part of them), temporarily or permanently, with reasonable notice when possible. We are not liable to you if we exercise these rights, but if we discontinue the Service entirely, we will refund any pre-paid fees for the remaining period.

  
  

3. Acceptable Use and Conduct

We want Auggie to be useful and safe for everyone. You agree to use the Services only for lawful purposes and in accordance with these Terms. You are solely responsible for the content you input into Auggie and the content generated in your use of the Services. Specifically, you agree not to use Auggie to create, upload, transmit, or store any content that:

• Violates Laws or Rights: Is illegal, fraudulent, or violates any applicable law or regulation; infringes or misappropriates others’ intellectual property, privacy, publicity, or other rights.

  
  

• Is Harmful or Offensive: Is threatening, harassing, defamatory, obscene, pornographic, or otherwise objectionable (including content that is hate speech, encourages violence or crime, or is discriminatory towards any group). Content that exploits or harms minors in any way is strictly prohibited.

  
  

• Contains Personal Data without Rights: You will not input personal data about any individual unless you have legal right to do so and it’s necessary for using the Service. (For example, do not paste in someone’s full customer profile or sensitive personal information. We’re not designed for processing sensitive personal data, and our Privacy Policy explains how we handle any personal data that ends up in the system.)

  
  

• Provides Professional Advice: You understand Auggie’s personas might give opinions or statements. You will not treat any output as professional advice (medical, legal, financial, etc.) and will not use the Service to dispense such advice. The Service is not a substitute for trained professional judgment.

  
  

• Security Violations: Contains viruses, malware, or any harmful code; or you do not attempt to disrupt or compromise the security or integrity of the Services. This means no probing or scanning our systems, no attempting to gain unauthorized access to our infrastructure or other users’ data.

  
  

• Spam or Abuse: You will not use Auggie to send unsolicited messages or spam, and you will not use it to generate content for spam or phishing. Also, you won’t use it to impersonate any person or entity or otherwise mislead anyone about the origin of content.

  
  

• Overburdening Systems: You will not interfere with the proper working of Auggie or bypass any measures we use to restrict access. For example, no flooding the system with automated requests or creating multiple accounts to evade limits.

  
  

We reserve the right (but do not assume the obligation) to review any content or activity through the Service and investigate, remove, or disable any content that we reasonably believe violates these Terms. We may also suspend or terminate accounts for violations – see Section 8 on Termination.

4. Your Content and AI-Generated Output

Ownership: You retain all rights to the content that you (or your authorized users) provide to Auggie, including any text, images, data, or other material input into the platform (“User Content”), as well as any AI-generated responses, analyses, or persona dialogues produced by the Service based on your inputs (“AI Output”). PVAI does not claim ownership over your User Content or AI Output – it remains your information.

License to PVAI: In order to operate the Service, we need certain permissions from you. You grant to PVAI a non-exclusive, worldwide, royalty-free license to host, use, transmit, and display your User Content and AI Output solely for the purpose of providing and maintaining the Services. This means, for example, we may temporarily store your focus group session data on our servers, process it through our AI models to generate results, and display those results back to you. We will not use your User Content or AI Output to train our public machine learning models or to improve our Services for others without your permission. (By default, we do not use your data to train our underlying AI – the personas learn generally from our pre-trained models, not from your specific inputs. If in the future we propose to use your data to improve our AI, we will seek your consent, or provide an opt-out, or do so under the terms of a separate Data Processing Addendum in compliance with privacy laws.)

You grant PVAI a limited, non-exclusive, revocable license to use your User Content and AI Output solely to operate, maintain, and improve the Services. We will not use your data for training machine learning models or for improving our Services for other customers unless you (a) give explicit consent, or (b) sign a separate Data Processing Addendum (DPA) permitting such use under applicable privacy laws.

Sharing and Publication: We consider the outputs you get from Auggie to be your content. You are free to use the insights and reports generated by Auggie in your internal business operations, share them with colleagues, or present them to your clients. If you publish or share AI Output externally (e.g., quoting an AI-generated persona statement in a blog post or report), you should use discretion and ideally disclaim that it is AI-generated, especially if it could be sensitive or interpreted as factual. (This is to protect you and us, as AI outputs can sometimes be fictional or incorrect.)

Your Content Responsibilities: You represent and warrant that you have the rights to provide the User Content that you input and to use it within Auggie. For example, if you upload a customer survey or a script to test, you either own it or have permission. You also agree that the User Content complies with the Acceptable Use rules in Section 3. We are not liable for any User Content you provide or for AI Output that you decide to rely on. You acknowledge that AI Output may be unpredictable, inaccurate, or misleading at times – while we design Auggie to generate useful insights, it can make mistakes or produce fictitious information. Use your own judgment before acting on any Output. (We strongly encourage you not to base major decisions solely on AI Output without human review.)

Content Backup: We do not guarantee that your User Content will be saved or retrievable beyond your active use of the Service. Please export or download any reports or results you wish to keep. After account cancellation or termination, your data may be deleted as described in Section 8, and we may not be able to recover it.

5. Privacy and Data Protection

Your privacy is important to us. Our Privacy Policy explains what personal data we collect, how we use and protect it, and your rights. By using Auggie, you agree to the practices in the Privacy Policy.

Key points:

- Service Provider (CCPA): If you are subject to California’s CCPA/CPRA and provide us personal information, we acknowledge that we are a “Service Provider” for you. We will not sell or share personal data we process on your behalf, or use it for any purpose other than providing the Services as described in these Terms and our Privacy Policy. We likewise require our sub-processors to meet these obligations. You, as the business, are responsible for your compliance (for example, if you upload personal data to Auggie, you must have the right to do so and provide any required notices to individuals).

- GDPR: If you are in the European Economic Area (EEA), UK, or Switzerland, or if you are subject to EU/UK data protection laws, we will handle “Personal Data” in accordance with the General Data Protection Regulation (GDPR) and UK GDPR. Typically, you (the client) are the “Controller” of data you upload, and PVAI is a “Processor.” We have a Data Processing Addendum (“DPA”) available that supplements these Terms when GDPR applies. The DPA includes standard contractual clauses for international transfers, which ensure adequate protection of personal data transferred out of the EU/UK. Please contact us or visit our DPA link to review/execute the DPA if needed for your compliance.

- Sub-Processors: To provide Auggie, we use third-party subprocessors (for cloud infrastructure, and natural language processing models). We list our major sub-processors in our Privacy Policy (e.g., our hosting provider, and any AI API providers). By using Auggie, you authorize our use of these sub-processors to process your data, within the scope of the Services. We remain responsible for obligations undertaken by any sub-processor. If we add a new sub-processor that handles personal data, we will update our list and (for enterprise clients via the DPA) provide a mechanism for objections if required by GDPR.

- Security: We employ industry-standard security measures to protect your data. This includes encryption of data in transit, encryption at rest for stored content, regular backups, and access controls (only authorized personnel with a need-to-know can access client data). However, no system is perfectly secure; we cannot guarantee absolute security. You should also take steps to secure your account (see Section 1) and understand that transmission of data over the internet has inherent risks.

- Data Retention: We retain your data only as long as needed to provide the Services or as required for legal/compliance purposes. Upon termination of your account, we will delete your personal data and content within a reasonable period, as described in Section 8 (Cancellation and Termination). Specifically, active data is typically deleted within 60 days after account closure and backups within 90 days, barring any legal requirement for longer retention (e.g., for financial records or dispute resolution).

- Legal Compliance and Requests: If we receive a lawful request from authorities for data, we will handle it as outlined in our Privacy Policy. For non-US requests, we generally require a U.S. court order or cooperation via a mutual legal assistance treaty, as we are US-based. We may preserve your content if we believe it’s necessary to comply with a law or legal process, or to enforce these Terms, or to protect rights and safety, but will do so in line with privacy laws.

For more details, please read our full Privacy Policy. By using the Service, you consent to the collection and use of information as described there. If there is a conflict between this section and the Privacy Policy or DPA, those more specific documents will govern with respect to how we handle personal data.

6. Intellectual Property Rights

• PVAI’s Intellectual Property: The Services (including our website, web application, algorithms, AI persona models, software, design, and all content provided by PVAI) are protected by intellectual property laws. PVAI and its licensors retain all rights, title, and interest in and to the Services and PVAI-provided content, including all related intellectual property rights. All our trademarks, logos, and service marks (“Marks”) are owned by PVAI. Except for the limited use rights granted to you in these Terms, we do not grant you any license or ownership rights in our IP. You shall not remove or obscure any copyright or trademark notices. You agree not to reproduce, distribute, or create derivative works from any part of our Services except as authorized by us in writing.

  
  

• Your Feedback: We welcome feedback and suggestions on how to improve Auggie. If you choose to provide us with any feedback, ideas, or suggestions (“Feedback”), you hereby grant PVAI a perpetual, irrevocable, worldwide license to use and incorporate that Feedback in our products and services without any obligation to you. In other words, if you send us ideas, we may use them, and we won’t owe you royalties or attribution. (Please do not send us any feedback that you consider confidential or proprietary; we want to avoid misunderstandings.)

  
  

• Third-Party IP: Our Service may allow you to input content that includes third-party intellectual property (for example, you might paste text from your own customers or quotes from publications). You must have the necessary rights to use any third-party IP in the Service. Similarly, if you integrate Auggie with any third-party apps or services using our API or export, you must comply with those third-party terms and IP rights. We are not responsible for content provided by you or other users that may infringe third-party rights; however, we comply with copyright law (see “Copyright Complaints” below).

  
  

• Copyright Complaints (DMCA): If you believe that any content on our Service infringes your copyright, please notify our designated copyright agent at privacy@auggietalk.ai with the required information (a description of the work, where it is on our site, your contact info, and a statement of good faith belief in infringement, etc.). We will respond per the Digital Millennium Copyright Act (DMCA) and similar laws by removing or disabling infringing content. We may terminate accounts of repeat infringers. If you believe your content was removed in error, you can send us a counter-notice with the information required by DMCA, and we will follow the law’s process for restoring content if appropriate.

  
  

7. Third-Party Services and Links

• Third-Party Providers: You acknowledge that we use third-party services to provide Auggie. For example, we rely on cloud computing providers for data storage and may utilize third-party AI engines for natural language processing. We strive to partner with reputable providers and we bind them to protect your data via our agreements with them. However, we don’t control these third parties completely. By using Auggie, you consent to our use of third-party subprocessors as needed to operate the Service (as outlined in Section 5 and our Privacy Policy). While we impose confidentiality and security requirements on them, PVAI isn’t liable for any damages caused by those third-party services, except to the extent required by law or explicitly assumed in our DPA. That said, if any third-party service we use causes an issue, we will make reasonable efforts to remedy it and support you.

  
  

• Third-Party Links: The Service or output might contain links to third-party websites or resources (for example, if an AI persona references a public website, or if our dashboard includes a link to an article on research best practices). These links are provided for convenience and do not imply any endorsement by PVAI. We are not responsible for third-party sites or content accessed through our Service. If you choose to visit or rely on any third-party content, you do so at your own risk, and those sites’ terms and policies will apply.

  
  

• Integrations: If we offer any integrations or API that connect Auggie to other services (e.g., a plugin to import data from another survey tool or export data to a slide deck tool), any use of such integration is also at your discretion and risk. We don’t guarantee the functioning of third-party integrations. If you use our API or an integration, ensure you aren’t violating any other service’s terms. We may restrict or disable integrations that we believe are misused or pose security concerns.

  
  

8. Subscription Plans, Fees, and Payments

(Note: This section applies if you are on a paid plan. If you are using a free trial or free tier, some provisions (like billing) won’t apply until you upgrade.)

• Fees and Billing: You agree to pay any fees specified for your chosen plan, as per our Pricing page or your order form with PVAI. Subscription fees are typically charged in advance, on a monthly or annual basis, as selected by you. For example, if you sign up on the 10th of the month, you’ll be charged on sign-up and then every month on the 10th. All fees are in U.S. Dollars (unless otherwise indicated).

  
  

• Taxes: Our prices do not include taxes. If any sales, VAT, GST, or similar taxes apply, we will add those at checkout or invoice and collect them, unless you provide a valid exemption certificate. You are responsible for any taxes on the Services, except taxes based on our income.

  
  

• Auto-Renewal: SUBSCRIPTIONS WILL AUTOMATICALLY RENEW at the end of each billing period unless you cancel. We will charge your saved payment method on the renewal date for the next period’s fee. You must cancel before renewal to avoid being charged for the next period. We may send a reminder or invoice, but it is ultimately your responsibility to know your renewal date.

  
  

• Cancellation (by You): You can cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current paid-up period, unless otherwise stated. This means you will not be charged again after cancellation, but you also will not receive a refund for the remaining days in the current period – you’ll simply retain access until the period ends. (If you need to terminate immediately and get a prorated refund due to an issue, contact us and we’ll review case by case, but generally our policy is no pro-rated refunds.)

  
  

• Plan Changes: If you upgrade your plan, new fees may apply immediately or from the next billing cycle (we’ll indicate which). If you downgrade, the change will usually apply from the next billing period (since you’ve paid for the current period already). Some downgrades might cause loss of features or capacity – we will warn you in the interface if so.

  
  

• Late Payment: If we are unable to charge your card or payment is past due, we will notify you. We may retry charging the card, but if payment remains delinquent for, say, 14 days, we reserve the right to suspend your account until payment is received. Continued failure to pay may result in termination of your account (and we’ll send final notice before that). You agree to pay any reasonable costs and attorneys’ fees we incur in collecting overdue amounts, except where prohibited by law.

  
  

• Fee Changes: We may change the fees for our Services. If we do, we will give you at least 14 days’ notice (e.g., by email or a notice in your account) before new prices apply. Fee changes usually take effect at the start of your next subscription term. If you do not agree with a fee change, you may cancel your subscription before the new rates apply. By continuing to use the Service without cancelling, you accept the new prices.

  
  

• Refunds: Except as expressly provided in these Terms or required by law, fees are non-refundable. For instance, if you cancel in the middle of a month, we do not offer a mid-month refund for unused days. If you believe extraordinary circumstances warrant a refund, you can contact support, and we may grant exceptions at our sole discretion.

  
  

9. Cancellation and Termination (by Us)

• By PVAI (Service Suspension or Termination): We reserve the right to suspend or terminate your access to the Services (or any portion thereof) at any time with or without notice and for any reason, including, but not limited to:

  • Violations of these Terms or our Acceptable Use rules (Section 3).

  • Your account has been inactive for an extended period (for example, if on a free trial, we may close accounts with no login for over 3 months, after warning).

  • Non-payment of fees after reminders (see Section 8, Late Payment).

  • We are required to do so to comply with law or a government request.

  • Unexpected technical or security issues.

  • If we determine your use of Auggie is harming our infrastructure or ability to provide Services to others, or if you are using it in a way that could subject us to liability.

  • In rare cases, we may terminate to protect our company (for example, if you threaten or abuse our staff, we will not continue service).

    
    

In most cases, we will attempt to give you notice and an opportunity to remedy any violation or issue, but if we need to act quickly for legal or security reasons, we may suspend or terminate immediately without notice.

• Effect of Termination: When your account is terminated (whether by you or us):

  
  

• Ceasing Access: Your right to use the Services stops immediately. We will deactivate or delete your account and you will no longer be able to access the platform (and your content within it).

  
  

• Data Deletion: We will delete your User Content and data from our active systems, generally within 60 days, and from our backups within 90 days, as described in Section 5. (If we terminated you for a serious breach, we may retain certain data as evidence of the breach, if needed for legal purposes, despite your deletion – but we will handle any retained data in accordance with the Privacy Policy and only for legitimate purposes.)

  
  

• No Liability: PVAI will not be liable to you or any third party for termination of your account or access to the Services, or for deletion of your data as described (except to the extent we are required to provide a remedy under law). Your sole remedy if you are dissatisfied with the Services or these Terms is to stop using the Service.

  
  

• Unpaid Fees: If your account is terminated due to your breach or misuse, you will not be entitled to any refunds, and any unpaid fees for the current term will become immediately due. If we terminate for convenience (not due to your breach), and you had pre-paid fees, we will refund the unused portion.

  
  

• Survival: Any provisions of these Terms which by their nature should survive termination (such as ownership of content, disclaimers of warranties, indemnities, and liability limitations, and governing law/dispute resolution) will survive.

  
  

• Exporting Your Data: We strongly suggest that prior to cancellation or termination, you export any reports or data you may need in the future. Once an account is deleted, we likely cannot recover your data (after the grace period for backups passes).

  
  

• Service Discontinuation: If we decide to discontinue the Auggie Service entirely (shut down the product), we will notify you at least 30 days in advance when possible. In such an event, we may terminate all accounts at the end of that notice period. Any prepaid fees for subscriptions that would have extended beyond the shutdown date will be prorated and refunded to you. We do not anticipate this happening barring extraordinary circumstances, but include this for completeness.

  
  

10. Disclaimer of Warranties

Use at Your Own Risk – Auggie is Provided “AS IS.”

To the maximum extent permitted by law, PVAI disclaims all warranties and conditions, whether express, implied, or statutory, about the Services and any results or outputs from the Services. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We provide Auggie “as is” and “as available”, with all faults. We do not guarantee that the Services will be uninterrupted, error-free, or completely secure. We do not make any promise that using Auggie will improve your business outcomes or that the AI personas’ responses will be accurate or reliable – the quality of insights can vary, and they are meant to assist but not replace human judgment.

You understand that AI-generated content can be unexpected. PVAI is not making a warranty or guarantee that any persona simulation will behave as you expect, or that every answer is factually correct or appropriate. We do not warrant the truth or usefulness of any AI Output. Any reliance you place on the information from the Service is at your own risk. You should independently evaluate the outputs and not treat them as professional advice.

No advice or information (oral or written) obtained from PVAI or through the Services shall create any warranty not expressly stated in these Terms. For example, our support team might assist with questions, but they are not warranting the outcome.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not fully apply to you. In such jurisdictions, our warranties are limited to the extent permitted by law (for instance, some laws might imply a warranty that services will be provided with reasonable care – if so, your remedy for breach of that warranty would be as provided under these Terms or by law).

11. Limitation of Liability

Limited Liability: To the fullest extent permitted by law, in no event will PVAI or its affiliates, officers, employees, agents, partners or licensors be liable to you for any indirect, incidental, special, consequential or punitive damages whatsoever. This includes, without limitation, damages for lost profits or revenues, lost savings or business opportunities, loss of data, or any other intangible losses, arising out of or related to your use of or inability to use the Services.

Cap on Direct Damages: To the fullest extent permitted by law, PVAI’s total cumulative liability to you for any and all claims arising from or related to the Services or these Terms will not exceed the amount you have paid to PVAI in the 12 months immediately preceding the event giving rise to the claim, or $100 USD, whichever is greater. If you have not paid anything (for example, you are on a free plan), our liability is capped at $100.

This limitation applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages or even if a remedy fails of its essential purpose.

Examples: This means, for example, if due to our negligence the Service was unavailable for a week and it caused you inconvenience or even lost potential business, our liability would be limited to at most the subscription fees you paid for that time (or the above cap). Or if the AI output had an error and you made a business decision relying on it that caused you harm, you cannot claim consequential damages from us for those business losses – and any claim would be limited by this clause.

Release: To the extent permitted by law, you release PVAI from any and all liability, claims or damages arising from or related to user-to-user or third-party disputes. Because Auggie may involve interactions with AI personas or potentially other users (if a collaborative feature is introduced), you agree that PVAI is not responsible for what one user may communicate to another (however, currently Auggie’s focus groups are simulated personas, not other human users, so this is more of a future-proofing). If you somehow have a dispute with an AI persona’s content (for example, it said something that upset you), you agree that your remedy is to stop using the Service or let us know to improve it, but not a legal claim – as the persona is not a real entity and PVAI disclaims liability for its speech. (This seems obvious, but we state it for completeness.)

12. Indemnification

You agree to indemnify, defend, and hold harmless PVAI and its parent, affiliates, and their respective officers, directors, employees, and agents (the “Indemnified Parties”) from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) that arise out of or relate to: (a) your use of the Services, (b) your User Content or AI Output (e.g., any claim that content you provided or decisions you made based on output infringed someone’s rights or caused harm), (c) your violation of these Terms or of any law or regulation, or (d) your infringement of any intellectual property or other rights of any person or entity.

For example, if you upload data you weren’t allowed to and someone sues us for it, or if you misuse Auggie and it leads to a lawsuit, you’ll cover us. Or if you use Auggie to generate something and publish it and someone claims it’s defamatory or infringing, you’d handle the claim, not us.

We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with us in that defense (for instance, by providing information and materials, etc.). You agree not to settle any such matter without our prior written consent, if the settlement would impose any obligation on an Indemnified Party. We will make reasonable efforts to inform you of any claim we receive that we believe you should indemnify us for, and allow you to participate in the defense.

13. Governing Law and Dispute Resolution

• Governing Law: These Terms and any dispute arising out of or related to them or the Services will be governed by the laws of the State of California, USA, without regard to its conflict of laws principles. If you are accessing the Services from outside the US, you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

  
  

• Jurisdiction and Venue: Subject to the arbitration provision below, you and PVAI agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in California (and specifically, we consent to the courts in San Francisco County, California) for resolution of any lawsuit or court proceeding permitted under these Terms. You waive any objection to jurisdiction and venue in such courts.

  
  

• Agreement to Arbitrate: You and PVAI agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Services shall be resolved through final and binding arbitration, except for the exclusions noted below. This means you are waiving your right to have such disputes decided by a judge or jury in a court and that you waive your right to participate in class actions as explained below.

  
  

Covered Claims: This arbitration agreement is intended to be broadly interpreted. It includes, for example, claims based on law, statute, tort, fraud, misrepresentation, or any other legal theory. It also includes disputes about the validity or enforceability of this arbitration provision.

Arbitration Procedure: The arbitration will be administered by [American Arbitration Association (AAA)] under its [Consumer Arbitration Rules / Commercial Arbitration Rules] (choose based on whether users are mostly businesses; for B2B, Commercial Rules might apply). If there is any conflict between those rules and this agreement, this agreement governs. The arbitration will take place in San Francisco, CA, unless we both agree to a different location or a remote hearing. The arbitration will be conducted in English by a single arbitrator. The arbitrator may award any relief that a court of competent jurisdiction could award, but may not award declaratory or injunctive relief benefiting anyone other than the parties to the arbitration.

Class Action Waiver: You and PVAI agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any class or representative proceeding; the arbitrator can only decide your or our individual claim. If this class action waiver is found unenforceable, then the entirety of this arbitration section shall be null and void.

Arbitration Fees: Each party is responsible for paying their own filing, administrative and arbitrator fees as set by AAA rules, though we will consider reimbursing fees for non-frivolous claims up to the amount of the filing fee for a similar court case, to ensure arbitration isn’t cost-prohibitive for you. Each side bears its own attorneys’ fees, unless a statutory claim allows the arbitrator to award attorneys’ fees to the prevailing party.

Opt-Out Right: You have the right to opt out of this arbitration agreement. If you do not wish to be bound by arbitration and class-waiver, you must send a written notice to privacy@auggietalk.ai within 30 days of first accepting these Terms, stating that you opt out of the arbitration agreement. If you opt out, any disputes will instead be resolved in court as per the jurisdiction above. Opting out of this arbitration provision will not affect the rest of the Terms.

Confidentiality of Arbitration: Any arbitration proceeding, and any award, judgment, or settlement arising from it, will be confidential and not disclosed to any third party, except as needed to enforce the award or as required by law.

• Time Limits: You agree that any claim or cause of action arising out of these Terms or your use of the Service must be filed within one (1) year after such claim or cause of action arose, or else it will be forever barred. (This does not apply to claims for indemnification, which may arise later from third-party suits.)

• Import Notice for International Users: We design Auggie to be globally accessible, but the core of our operations is in the U.S. If you are an international user, please note that by agreeing to these Terms, you may be waiving certain rights you might otherwise have in your country’s laws. However, nothing in these Terms is intended to violate any laws applicable to you; if you are a consumer in the EU, you may have certain mandatory rights that cannot be contractually waived – and we respect those, including any rights under consumer protection laws of your country of residence, per EU Regulation (this aligns with Rytr’s note that EU consumers enjoy protections of their home law).

  
  

14. Miscellaneous

• Entire Agreement: These Terms (including any documents incorporated by reference, such as our Privacy Policy and, if applicable, a DPA or other agreement between you and PVAI) constitute the entire agreement between you and us regarding the Service, and supersede all prior agreements, proposals, or representations, written or oral, concerning its subject matter. In case of a conflict between these Terms and any signed Master Service Agreement or Order Form between you and PVAI, the terms of that signed agreement will prevail to the extent of the conflict.

  
  

• Amendments: We may update or modify these Terms from time to time. If we make material changes, we will notify you by email or by posting a prominent notice in the Service. The notice will designate a reasonable advance effective date for the new terms. If you object to the changes, you may terminate your subscription before the effective date and receive a prorated refund for any prepaid period you will not use. If you continue to use Auggie after the new Terms take effect, you will be deemed to have accepted the updated Terms. (For clarity: minor edits for legal compliance or new features may be effective immediately, whereas big changes to obligations will come with notice.)

  
  

• No Waiver: If we do not enforce a provision of these Terms, it does not mean we waive our right to enforce it later. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of PVAI.

  
  

• Severability: If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of these Terms will remain in full effect. If a provision is invalid in one jurisdiction but valid in another, it shall be construed so as to be enforceable in the jurisdiction where valid.

  
  

• Assignment: You may not assign or transfer these Terms or your rights or obligations under them, in whole or in part, to any other person or entity without our prior written consent. Any attempt by you to assign in violation of this provision will be null and void. PVAI may assign or transfer these Terms (for example, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets) as part of a transfer of all or substantially all of its business or assets to which these Terms relate. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

  
  

• Force Majeure: PVAI will not be liable for any failure or delay in performance of its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, such as natural disasters, acts of government, war, terrorism, riots, labor disputes, internet or utility failures, or epidemics/pandemics (each a “Force Majeure” event). If such an event occurs, we will make reasonable efforts to mitigate its impact and resume performance.

  
  

• Relationship: Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and PVAI. Both parties are independent contractors. You do not have any authority to bind PVAI, and vice versa.

  
  

• Third-Party Beneficiaries: These Terms are for the benefit of you and PVAI, not for any other person. No third party has rights under these Terms (except our affiliates or as otherwise stated for indemnitees or such).

  
  

• Contact & Notices: You agree that we may send you notices and messages (including legal notices) at the email address associated with your account, or by delivering them through the Service (e.g., via an in-app notification). You are responsible for keeping your account email updated. Any notices that you send to us, including legal notices, should be sent to privacy@auggietalk.ai or to our mailing address: PVAI Consulting, Inc., 454 Las Gallinas Ave 1135, San Rafael, CA 94903, USA, Attn: Legal Department. Notices will be deemed given (a) if by email, when the email is sent (provided no bounce or error is received), or (b) if by postal mail, upon receipt as indicated by carrier records.

  
  

Thank you for reading these Terms. We’ve tried to make them clear and comprehensive. By using Auggie, you agree to these Terms of Service. If you have any questions or concerns about these Terms, please contact us at privacy@auggietalk.ai. We’re here to help and want Auggie to be a valuable tool for your business, delivered in a legally compliant and trustworthy manner.