THESE TERMS OF SERVICE SHOULD BE READ CAREFULLY BY YOU. THESE TERMS OF SERVICE APPLY TO ALL VISITS TO AND USES OF THIS WEBSITE.
1) Description of Service:
WordAi™ is a text-generation tool made available for online use (the “Service” or “System”) owned by Cardinell Enterprises LLC dba Cortx ("Cortx," "us," or "we"). "You" and "user" refers to you – the visitor to or user of the Site.
2) Acceptance of Terms:
3) Use of the Site or the Service:
Absent an Enterprise Agreement with Cortx, its successor, or assign, the Service is made available for personal use only and is subject to completing registration of an account in advance and the terms and conditions of this Agreement. You shall not use the Site or the Service in any unlawful manner or in any manner that interferes with or interrupts the Site or the Service. The Site and the Service are provided "as is" and on an "as available" basis. Cortx does not guarantee and does not promise any specific results from the use of the Site or the Service. Subject to the rights reserved by Cortx and the terms and conditions of this Agreement, the Output is your property to be used AT YOUR SOLE RISK.
To register an account, you must provide current and accurate contact and payment information. Cortx reserves the right to refuse or deny registration of an account at any time and without notice for any reason.
4) Representations and Warranties:
By using the Site or the Service, you represent, warrant, and agree as follows:
You are duly-authorized to bind all persons on whose behalf you use the Site, registered an account, or use the Service to this Agreement; and
You have not (nor will you), and no one at your instruction has (or will):
impersonated another person or misrepresented your relationship with an individual or business;
used this Site, the Service, the Output, or any email, communication, or other data or information delivered by, created by, or resulting from the Service for any purpose that is not expressly permitted by Cortx or threatens, harasses, deceives, or is abusive or defamatory of any third party;
used the Input or disclosed information to Cortx in violation of any obligation of confidentiality that you may have;
used this Site for commercial activities or promotions such as contests, sweepstakes, barter, pyramid schemes, advertising, affiliate links, and other forms of solicitation;
introduced software or automated agents to the Site or accessed the Site to produce multiple accounts, generate automated messages, or to scrape, strip or mine data from the Site;
“framed” or “mirrored” or otherwise incorporated any part of the Site (including, but not limited to, any of Cortx’s IP (defined below)) or the Service into any website, or “deep-link[ed]” to any portion of the Site without Cortx’s advance and express written permission;
copied, modified, redistributed, or created derivative works of or from the Site, the Service, or any of Cortx’s IP;
copied, retained, or used any of the Site, the Service, Cortx’s IP, or the Output to create, train, or improve (directly or indirectly) any platform, application, product, or service as a translation or other artificial intelligence service, product, or platform (including, without limitation, any involving machine learning algorithms), to create, train, or improve some other translation or other artificial intelligence service, product, or platform (including, without limitation, any involving machine learning algorithms), or that involves in any manner or to any extent similar ideas, features, functions, or graphics of the Service;
sold, resold, rented, leased, loaned, traded or otherwise monetized any of the Site, the Service, your account, or Cortx’s IP;
integrated with, interfered with, disrupted, modified, reverse engineered, or decompiled the Site, the Service, or Cortx’s IP;
disrupted or created an undue burden on the Site, the Service, or the networks or systems connected to or operating the Site or the Service;
introduced any viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software to the Site or the Service;
systematically tracked any visitor or user of the Site, or extracted, collected, or harvested through electronic means or otherwise (e.g., without limitation, robots and spiders) any data or data fields from the Site; place into HTML documents or web pages a hypertext link to the Site without the express written permission of Cortx; or
attempted to circumvent any security feature of the Site, the Service, or any system operating it.
You irrevocably waive and release Cortx, its owners, employees, contractors, representatives, agents, affiliates, successors, and assigns from all responsibility associated with your use, or the use by any person accessing the Site or the Service via your account, of the Site and the Service.
5) User Responsibilities:
At all times you must keep confidential the username, password, and account information applicable to your account. You are solely responsible for all information, data, text, messages, and other materials that you or anyone accessing the Site or the Service through or as a result of your account post to or transmit through the Site or the Service, as well as for all other activities associated with your account. You are solely responsible for any and all activities that occur in relation to your account, and you shall not permit anyone else access to or use of your account or the Site or the Service. You shall not, shall not agree to, and shall not authorize or encourage any third party to use the Service to upload, transmit, or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, threatening, pornographic, obscene, containing viruses, or is otherwise objectionable. Personal attacks, defamation, harassment, spam, offensive content, inappropriately behavior, or other illegal activities are strictly prohibited. What is objectionable, offensive, or inappropriate is to be determined in Cortx’s sole discretion. Violating the terms and conditions of this Agreement may result in immediate termination of your account and all other remedies available to Cortx at law or in equity. You agree that Cortx shall have the right to investigate your use of the Site and/or the Service or any use of your account to determine whether a violation of this Agreement has occurred or to comply or assist with any applicable law, regulation, legal process, investigation, civil suit, or governmental request.
6) Prohibited Uses:
You must be a human to use the Service. Automated account registration or automating functions of the Service are strictly prohibited. You must not modify or adapt the Site or the Service or modify another website to falsely imply that it is associated with the Service or Cortx. You agree to not modify the Site or the Service in any manner or otherwise use either for any unauthorized purpose. You agree not to access the Service by any means other than through the interface provided by Cortx. You acknowledge that the Service is not intended for permanent storage and agree not to use the Service for archiving data or for back-up purposes. Use of any of the Site, the Service, or Cortx’s IP in any manner not expressly permitted by this Agreement is prohibited.
7) Intellectual Property:
Cortx owns or licenses all rights, title, and interest in and to the Site and the Service and all content, components, and functionality of them (including, but not limited to, the “look and feel” of the Site, graphics, images, sounds, data, information, servers, code, processes, algorithms, methodologies, procedures, enhancements, and intellectual property comprising them), as well as all intellectual property rights and goodwill arising or related thereto, all of which shall be referred to in this Agreement collectively as “Cortx’s IP”. Cortx logos displayed on the Site or the Service are trademarks of Cortx. By accessing or using the Service, you irrevocably grant a royalty-free, worldwide, perpetual, and transferable (to Cortx’s successor or assign) license to Cortx (or any of its successors or assigns) to copy, use, modify, publish, and distribute all data and information you submit to the Service (the “Input”) or is delivered by the Service to you (the “Output”), on a worldwide, perpetual, non-exclusive, royalty-free basis, for the purpose of, as Cortx determines necessary or appropriate in its sole discretion, providing the System and the Output, addressing access, availability, or other issues You experience with the Services or any Output, communicating with you, collecting subscription fees, taxes, and charges, developing or implementing any updates or enhancements to the System, creating System deliverables for You or third parties, operating Cortx’s business, engaging in transactions or due diligence associated with the financing, sale, transfer, or license of all or any portion of the Service or Cortx, bringing or defending any claims, and complying with law, regulations, or any subpoena or legal process or proceeding. In addition, Cortx’s rights hereunder shall survive the suspension, cancellation, or termination of your account or this Agreement. You represent and warrant that You have obtained all consents necessary or appropriate to the use and disclosure of the Input.
8) Links to Other Sites; Advertisements and Promotions; Third Party Products and Services:
9) Data Processing:
10) Idea Submissions:
You can submit questions, comments, feedback, suggestions, ideas, plans, notes, corrections, drawings, or other original or creative materials (collectively, “Ideas”) to Cortx through the Site or by other means so long as all submissions are lawful and do not infringe the rights of any third party. BY SUBMITTING ANY IDEA, YOU AGREE THAT YOU ARE DOING SO VOLUNTARILY AND ON A NON-CONFIDENTIAL AND GRATUITOUS BASIS AND YOU ARE IRREVOCABLY ASSIGNING, TRANSFERRING, AND CONVEYING TO CORTX ALL OF YOUR RIGHT (INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS (E.G., WITHOUT LIMITATION, COPYRIGHT) IN THE IDEA, GOOD AND MARKETABLE TITLE TO THE IDEA, AND ALL INTERESTS IN AND TO THE IDEA FOR NO COMPENSATION NOW OR IN THE FUTURE AND WARRANT THAT YOU ARE THE SOLE AND ORIGINAL AUTHOR OF THE IDEA. UPON RECEIPT OF ANY IDEA, CORTX (OR ITS SUCCESSOR OR ASSIGN) SHALL OWN AND BE ENTITLED TO THE UNRESTRICTED RIGHTS, TITLE, AND INTERESTS OF THE IDEA FOR ANY PURPOSE, COMMERCIAL OR OTHERWISE, WITHOUT ACKNOWLEDGEMENT OR COMPENSATION TO YOU. DO NOT SUBMIT IDEAS IF YOU EXPECT TO BE PAID FOR THEM, IF THEY ARE NOT SOLELY YOUR IDEAS, OR YOU WANT TO CONTINUE TO OWN OR CLAIM ANY RIGHTS OR INTERESTS IN THEM.
Cortx may assign this Agreement, in whole or in part, without restriction. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or your rights under this Agreement, or delegate performance of your duties under this Agreement, without Cortx’s prior consent.
Cortx provides a free trial period of the Service and several fee-based options. Upon initial use of the Service, you are eligible for a free trial and can upgrade to a paid subscription at any time during the free trial. Unless you cancel your account prior to the expiration date of your free trial period, you will be billed for the subscription period associated with your free trial. The Service is charged at the start of your elected subscription term (the “subscription period”) and charged monthly. Subscription periods renew automatically unless you cancel your account prior to the expiration date of a subscription period. YOUR ACCOUNT MUST BE CANCELLED BY YOU BEFORE THE SUBSCRIPTION PERIOD RENEWS IN ORDER TO AVOID HAVING A NEW MONTH’S FEES BILLED TO AND COLLECTED FROM THE PAYMENT METHOD. Cortx reserves the right to change the timing of its billing, particularly if a payment method has not settled successfully.
Cortx bills you through a secure online account. For your protection, our secure payment gateway partner stores your complete billing information. You agree to pay Cortx for all charges at the prices then in effect for any use of the Service by you or other persons (including your agents, partners, affiliates, or employees) using your account, and you authorize Cortx to charge your chosen credit card for the Service, and agree to make payment using that selected method. If Cortx does not receive payment from your credit card, you agree to pay all amounts due on your billing account on demand. There are no refunds or credit for partial months of service, plan downgrades, or refunds for month unused if you elect to close your account before the end of your subscription period, or in the event of the termination of your account. The account owner will receive an email invoice upon each billing charge. All subscriptions will automatically renew at the end of your subscription period until cancelled by you, as all of our paid subscription plans use recurring billing. If you elect to pay for the subscription period on a monthly basis, you will automatically be charged the subscription plan fee for the subsequent month unless you cancel the service before the new subscription plan period begins. By entering into this Agreement, you accept responsibility for all recurring charges prior to cancellation.
Unless otherwise expressly stated by Cortx, all subscription fees, taxes (if applicable), and charges are in U.S. dollars and must be paid in U.S. currency. You are solely responsible for all applicable sales taxes, VAT taxes, and all other assessments that may apply at any time to your use of the Service, which shall be charged based on the taxing jurisdiction’s requirements. Failure to pay any amount of subscription fees, taxes, or charges due may result in the suspension or termination of your account without notice. If Cortx extends any credit terms to you and you fail to pay as agreed, you shall also be responsible for the following “charges” (which is not intended to be an exclusive list): (1) a late fee equal to ten percent (10%) of the outstanding balance (“Late Fee”), (2) interest on the outstanding balance at the annual rate of eighteen percent (18%) (“Interest”), and (3) all collection fees (including, but not limited to, attorneys’ fees, collection agency fees, and court costs) that Cortx incurs (“Collection Fees”). Your obligations and Cortx’s rights under this Section shall survive the suspension, cancellation, or termination of your account or this Agreement.
Cortx currently accepts PayPal, Visa, MasterCard, American Express, and Discover credit cards as a Payment Method but reserves the right to change the acceptable Payment Methods at any time and without notice. Your acceptance of this Agreement authorizes Cortx to charge all subscription fees, taxes, Late Fees, Interest, Collection Fees, and Reprocessing Fees (defined below) to the Payment Method. To make a payment, you must provide the cardholder’s name and address, the card number, the card security code, and the card expiration date. You are solely responsible for keeping the Payment Method current in the Account Profile. If the Payment Method cannot be verified, is invalid at any time, or is otherwise unable to be processed for payment of any amount due Cortx for any reason, your account may be suspended or terminated without relieving You of Your responsibility to pay the subscription fees, charges, and taxes. Cortx reserves the right to retry/resubmit the Payment Method reflected in the Account Profile periodically even after receiving notice of invalidity (or the like) from the Payment Method vendor, and You shall be solely responsible for any fees resulting from reprocessing of the Payment Method, whether incurred by You or Cortx (“Reprocessing Fees”), for which You shall immediately reimburse Cortx. Cortx’s rights hereunder shall be in addition to any and all other remedies available to Cortx at law or in equity.
The obligation to pay applicable subscription fees, taxes, and charges continues until paid in full even if use of the System is interrupted or discontinued at any time. Your obligations and Cortx’s rights under this Section shall survive the suspension, cancellation, or termination of your account or this Agreement.
EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, ALL PAYMENTS ARE NONREFUNDABLE. CORTX DOES NOT PROVIDE REFUNDS FOR LACK OF USAGE OR DISSATISFACTION. From time to time Cortx may provide a discount, credit, or refund in its sole discretion. The provision of a free trial, discount, credit, or refund in one or more instances does not entitle You or any third party to any free trial, discount, credit, or refund in the future whether or not for similar circumstances, nor does it obligate Cortx to provide free trials, discounts, credits, or refunds in the future, for any reason.
15) Account Downgrading:
Downgrading your subscription plan may cause the loss of content, features, or capacity of your account, for which Cortx shall have no liability.
You are responsible for properly cancelling your account. You may cancel your account at any time by going to your account or PayPal to cancel future charges for the service. Any method of communication other than electing to cancel your subscription plan inside your selected payment method will not be considered cancellation. All of your content will be immediately deleted from the Service upon cancellation. This data cannot be recovered once your account is cancelled. If you pay your subscription in monthly installments and you cancel your subscription prior to the end of the subscription period, Cortx will terminate your access to the Service and cease billing for future use of the Service. However, you will remain responsible for all charges incurred prior to Cortx terminating access to your account. Nonpayment will also constitute and initiate the cancellation of your account. After canceling your account by terminating future billings through PayPal or Recurly please submit a support ticket to initiate the termination of your account immediately.
THE SYSTEM AND THE OUTPUT ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE SYSTEM, YOUR DATA AND INPUT, AND THE OUTPUT AT YOUR SOLE RISK. CORTX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, THAT THE SYSTEM OR ANY OUTPUT WILL BE ERROR OR DEFFECT FREE, CORRECT, OR ACCURATE, OR THAT THE SYSTEM OR OUTPUT DOES NOT OR WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY COPYRIGHT OF ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR THE CORRECTNESS, ACCURACY, QUALITY, INTEGRITY, USE, AND LAWFULNESS OF THE INPUT AND THE OUTPUT, AND YOUR USE OF THE OUTPUT OR THE USE OF THE OUTPUT BY ANY THIRD PARTY TO WHOM OR WHICH YOU PROVIDE THE OUTPUT, EVEN IF CORTX HAS KNOWLEDGE OR SHOULD KNOW OF YOUR USE OR INTENDED USE OF THE OUTPUT. USE OF OR RELIANCE BY YOU OR ANY THIRD PARTY ON THE SYSTEM, YOUR DATE OR OTHER INPUT, OR ANY OUTPUT SHALL BE UNDERTAKEN AT YOUR SOLE RISK.
ANY STATEMENTS OR EXPRESSIONS BY CORTX THAT YOUR USE OF THE SYSTEM IS RISK FREE TO ANY EXTENT STRICTLY MEANS THAT CORTX PROVIDES A FREE TRIAL PERIOD OF THE SYSTEM AND SHALL NOT BE CONSTRUED TO MEAN THAT CORTX MAKES ANY GUARANTEES OR WARRANTIES.
NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT OR REPRESENTATIONS MADE ON THE SYSTEM’S WEBSITE, CORTX DOES NOT WARRANT OR GUARANTY TO ANY EXTENT THAT (A) THE SYSTEM OR ANY OUTPUT WILL BE UNINTERRUPTED, CORRECT, ACCURATE, ERROR FREE, ACHIEVE ANY INTENDED RESULT, LAWFUL, MEET YOUR EXPECTATIONS OR REQUIREMENTS OR THE EXPECTATIONS OR REQUIREMENTS OF ANY THIRD PARTY, BE COMPATIBLE, OR WORK WITH ANY SOFTWARE OR NETWORK.
THIS SECTION SHALL SURVIVE THE SUSPENSION, CANCELLATION, OR TERMINATION OF YOUR ACCOUNT OR THIS AGREEMENT.
18) Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER YOUR NOR CORTX SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST BUSINESS, GOODWILL, REVENUES, OR PROFITS, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES; EXCEPT, HOWEVER, (1) YOU SHALL REMAIN LIABLE FOR ALL SUBSCRIPTION FEES, TAXES, AND OTHER AMOUNTS PAYABLE TO CORTX PURSUANT TO THIS AGREEMENT, AND (2) THE LIMITATION SET FORTH ABOVE IN THIS SENTENCE SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATION(S) OR CORTX’S CLAIMS FOR MISAPPROPRIATION OR INFRINGEMENT OF CORTX’S INTELLECTUAL PROPERTY. THE PARTIES’ RESPECTIVE LIMITATION OF LIABILITY HEREUNDER SHALL APPLY EVEN IF EITHER PARTY OR ANY OF ITS OWNERS, DIRECTORS, AFFILIATES, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, OR AGENTS WERE ADVISED OF, KNEW, OR SHOULD HAVE KNOWN THAT DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS SECTION SHALL SURVIVE THE SUSPENSION, CANCELLATION, OR TERMINATION OF YOUR ACCOUNT OR THIS AGREEMENT. CORTX’S CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY, TAKING INTO ACCOUNT ALL LOSSES, LIABILITIES, COSTS, AND EXPENSES, SHALL NOT EXCEED ONE HUNDRED DOLLARS.
19) Modifications; Pricing.
Cortx may make changes to the System at any time and from time to time, the use of which may be contingent upon your agreement to additional terms. Cortx shall also have the right to increase the subscription fees at any time, which increase shall apply to you at the start of your immediately following renewal period.
20) Governing Law:
This Agreement shall be construed and enforced in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles. Neither the Maryland Uniform Computer Information Transactions Act nor the United Nations Convention on Contracts for the International Sale of Goods shall apply to this Agreement. You hereby consent to the personal jurisdiction of the courts of Maryland, and the exclusive venue for any legal proceeding shall be the courts located in Baltimore Maryland unless Cortx otherwise agrees, which consent it may withhold in its sole discretion. You hereby waive any claim of forum non conveniens. You agree that if you bring an action in a forum other than one authorized by this paragraph, our attorneys may move to dismiss the action and you will be responsible for paying our reasonable attorneys' fees and court costs required for the motion. Any failure on our part to enforce any portion of this Agreement shall not be a waiver of our right to enforce that or any other portion of this Agreement.
21) Dispute Resolution.
Claims shall be heard by a single arbitrator selected by the parties within 15 days after the demand for arbitration. If the parties are unable to agree on an arbitrator, the arbitrator shall be selected by AAA.
Reasonable efforts shall be undertaken to ensure that the arbitrator selected has more than 20 years’ experience dealing with intellectual property and technology issues, particularly of the type involved in the claim(s) being arbitrated. Unless the parties otherwise agree, the place of arbitration shall be Baltimore, Maryland. If the aggregate proposed damages are less than $500,000, there shall be no discovery other than the exchange of documents. If the aggregate proposed damages are $500,000 or more, discovery shall consist of no more than 2 depositions per party to this Agreement.
Any arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The award shall be made within 6 months of the filing of the notice of intention to arbitrate (demand), and the arbitrator shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by the arbitrator for good cause shown, or by the parties’ mutual agreement. Any award in an arbitration shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. The prevailing party shall be entitled to an award of reasonable attorney fees, arbitrator compensation, and arbitration charges.
The award of the arbitrator shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence. In such event, the other party shall be required to present evidence and legal argument as the arbitrator may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.
22) Equitable Relief.
Notwithstanding any contrary provision of the foregoing, you acknowledge that monetary damages would not constitute an adequate remedy for any breach or threatened breach of Sections 4, 5, 6, 7, or 9 above as such breach or threatened breach would cause irreparable harm. In the event of a breach or threatened breach of any or all of the said Sections, Cortx shall be entitled to injunctive relief for the breach or threatened breach, the exclusive jurisdiction and venue for which injunction shall be a state or federal court of Cortx’s choosing located in the State of Maryland.