Aestim Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the websites, products, platforms, and services (collectively, the “Services”) made available by Aestim Inc. (“Aestim,” “we,” “us,” or “our”). By accessing or using the Services, by creating an account, or by clicking a button or checking a box indicating your acceptance, you (“you” or “User”) agree to be bound by these Terms. If you do not agree, you may not access or use the Services.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and “you” and “User” will refer to that entity. If you do not have such authority, you must not accept these Terms or use the Services.

Enterprise Customers. If you and Aestim have entered into a separate written master subscription agreement, order form, or similar negotiated agreement covering your access to the Services (a “Negotiated Agreement”), that Negotiated Agreement will control to the extent of any conflict with these Terms.

PLEASE READ THESE TERMS CAREFULLY. Section 22 contains a binding arbitration provision and class action waiver that affect your legal rights. You may opt out of the arbitration provision as described in Section 22.

1. Eligibility

You must be at least 18 years old and located in the United States to use the Services. By using the Services, you represent and warrant that you meet these requirements and have the legal capacity to enter into a binding contract.

2. Your Account

To access most features of the Services, you must register for an account. You agree to:

• (a) provide accurate, current, and complete information during registration and keep your account information updated;
• (b) maintain the security of your password and accept all risk of unauthorized access to your account; and
• (c) promptly notify us of any actual or suspected breach of security or unauthorized use of your account.

Each account is for a single user. You may not share your account credentials with any other person. You are responsible for all activity that occurs under your account, whether or not authorized by you. We may refuse to register, or may suspend or terminate, any account in our discretion.

3. Access to the Services

Subject to your compliance with these Terms (and, if applicable, payment of all applicable Fees), Aestim grants you a non-exclusive, limited, non-sublicensable, non-transferable right to access and use the Services solely for your internal business purposes, in accordance with these Terms and our official documentation. All rights not expressly granted to you are reserved by Aestim.

4. Updates and Changes to the Services

We will use commercially reasonable efforts to make the Services available, but we do not guarantee uninterrupted availability. From time to time we may provide upgrades, patches, enhancements, fixes, or other updates (“Updates”), which will become part of the Services and subject to these Terms. We may make improvements or modifications to the Services at any time in our sole discretion. We will use commercially reasonable efforts to provide reasonable advance notice of any material changes that would materially adversely impact your use of the Services.

5. Fees and Payment

Some Services are offered free of charge; others require payment of fees as described at the time of sign-up or as set forth in an applicable order or subscription plan (“Fees”). Unless otherwise specified at the time of purchase:

• (a) Fees are payable in U.S. dollars and are non-refundable;
• (b) you authorize us (or our payment processor) to charge your designated payment method for all Fees when due;
• (c) past due amounts accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law;
• (d) all Fees are exclusive of taxes, and you are responsible for any taxes (other than taxes based on our net income); and
• (e) if you exceed any user or usage limits associated with your plan, we may charge you overage fees at our then-current rates.

We may change our Fees and billing methods at any time with notice to you. If you do not agree to a change, your sole remedy is to cancel your subscription before the change takes effect.

6. Acceptable Use; Restrictions

You agree not to (and not to permit any third party to), directly or indirectly:

• (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services, except to the extent applicable law specifically prohibits such restriction;
• (b) modify, translate, or create derivative works based on the Services;
• (c) license, sublicense, copy, rent, lease, distribute, pledge, resell, assign, offer in a service bureau, or otherwise transfer or encumber rights to the Services;
• (d) use the Services for the benefit of any third party;
• (e) remove or alter any proprietary notices or labels from the Services;
• (f) use the Services, including any AI Outputs (defined below), to build a product or service competitive with any Aestim product or service;
• (g) interfere with the proper working of the Services or any activities conducted on the Services;
• (h) bypass any measures we use to prevent or restrict access to the Services or to any related accounts, systems, or networks; or
• (i) disclose the results of any performance, functionality, or other evaluation or benchmarking of the Services to any third party without our prior written consent.

You will use the Services in compliance with all applicable federal, state, local, and foreign laws, treaties, and regulations, including those related to data privacy, international communications, export control, and the transmission of technical or personal data. You will not use the Services in a manner that violates any third-party intellectual property, contractual, or other proprietary rights.

7. Your Data

“User Data” means any data, information, or other material you provide, upload, or submit to the Services. As between you and Aestim, you retain all right, title, and interest in and to your User Data, including all intellectual property rights. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all User Data, and you represent and warrant that you have all rights necessary to provide your User Data to us as contemplated by these Terms, in each case without infringing, violating, or misappropriating any third-party rights and in compliance with all applicable laws.

You acknowledge and agree that:

• (a) we may internally use and modify (but not publicly disclose) your User Data to (i) provide and improve the Services, and (ii) generate De-Identified Data; and
• (b) we may freely use, retain, and make available De-Identified Data for our business purposes, including improving, testing, operating, benchmarking, promoting, and marketing our products and services.

“De-Identified Data” means datasets generated from User Data only in an anonymized form that cannot be linked specifically to you.

If your account becomes ninety (90) or more days delinquent, your User Data may be irretrievably deleted.

8. DMCA Notice and Takedown Procedure

Aestim respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512.

Notices of Claimed Infringement. If you believe in good faith that material accessible on or through the Services infringes your copyright, you may send a written notice of claimed infringement to our designated agent. Your notice must include all of the following:

• (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• (b) identification of the copyrighted work claimed to have been infringed (or, if multiple works are covered by a single notice, a representative list of those works);
• (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate the material;
• (d) information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email address;
• (e) a statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• (f) a statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices may be sent to our designated DMCA agent:

Counter-Notification. If you believe that material you posted to the Services was removed or disabled by mistake or misidentification, you may send a written counter-notification to our designated agent. Your counter-notification must include:

• (a) your physical or electronic signature;
• (b) identification of the material that was removed or disabled and the location at which the material appeared before it was removed or disabled;
• (c) a statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification;
• (d) your name, address, and telephone number; and
• (e) a statement that you consent to the jurisdiction of the U.S. federal district court for the judicial district in which your address is located (or, if your address is outside the United States, the United States District Court for the Southern District of New York), and that you will accept service of process from the person who provided the original notification or that person's agent.

Repeat Infringers. It is our policy to terminate, in appropriate circumstances, the accounts of users who are determined to be repeat infringers of copyright.

False Notices. Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing or was removed by mistake may be liable for damages. Do not make false claims.

9. Data Security

We use commercially reasonable efforts to maintain the security and integrity of the Services and your User Data. We are not responsible to you for unauthorized access to your User Data or unauthorized use of the Services unless caused by our gross negligence or willful misconduct.

To the extent your User Data includes personal information, we will process, retain, use, and disclose that personal information only as necessary to provide the Services and as otherwise permitted by these Terms and our Privacy Policy. We do not sell personal information, and we do not retain, use, or disclose personal information for any commercial purpose outside the scope of these Terms.

10. Privacy

Our collection and use of personal information in connection with the Services is described in our Privacy Policy. By using the Services, you acknowledge that you have read and understood our Privacy Policy.

11. Confidentiality

You may receive information from us — including our pricing, documentation, non-public features, roadmaps, technical specifications, or other materials that a reasonable person would understand to be confidential (“Aestim Confidential Information”) — in connection with your use of the Services. You will use at least the same degree of care to protect Aestim Confidential Information as you use to protect your own confidential information of similar importance (and in no event less than reasonable care). You will not disclose Aestim Confidential Information to any third party, and you will not use it for any purpose other than your authorized use of the Services. The pricing and terms of any subscription plan or order are Aestim Confidential Information.

12. Third-Party Integrations

The Services may operate with, or interact through application programming interfaces (APIs) with, services operated or provided by third parties (“Third-Party Integrations”). We are not responsible for the operation or availability of Third-Party Integrations, and the availability and operation of the Services may depend on them. You are solely responsible for procuring any rights necessary to access Third-Party Integrations and for complying with any applicable terms or conditions. We make no representations or warranties with respect to Third-Party Integrations. Any exchange of data or other interaction between you and a third-party provider is solely between you and that provider and is governed by that provider's terms. By authorizing us to transmit data from a Third-Party Integration into the Services, you represent and warrant that you have all rights, power, and authority to do so.

13. Artificial Intelligence

The Services or components of the Services may be powered by artificial intelligence or machine learning models, including large language models, that are developed and/or operated by third parties (“GAI Platforms”). Outputs of the Services that are generated using GAI Platforms are referred to as “AI Outputs”. We make no guarantees, representations, or warranties regarding the suitability, accuracy, quality, security, legality, results, or reliability of GAI Platforms or AI Outputs.

AI Outputs may contain errors, misstatements, or omissions and may be incomplete or inaccurate. Before relying on any AI Output, you are responsible for independently determining that it is suitable for your purposes. AI Outputs are provided “AS IS,” and you are solely responsible for any reliance on the accuracy, completeness, or usefulness of any AI Output.

14. Tax Preparation; No Legal or Tax Advice

Aestim does not provide legal advice, tax advice, or accounting advice. Aestim is not a law firm or a certified public accounting firm. You remain solely responsible for all of your tax compliance and filings, including compliance with all applicable laws, and for reviewing any tax compliance suggestions or AI Outputs for accuracy. You are responsible for any financial liability for interest or penalties in connection with your filings. Substantial governmental penalties may apply for noncompliance with filing requirements and tax compliance obligations.

15. Ownership

As between you and Aestim, we retain all right, title, and interest in and to the Services, the De-Identified Data, and all software, products, works, and other intellectual property and moral rights related to or created in connection with the Services, including all copies and derivative works. Any software distributed or otherwise provided to you (including downloadable components) is part of the Services and subject to these Terms. No rights or licenses are granted except as expressly and unambiguously set forth in these Terms.

Nothing in these Terms limits our right to develop, acquire, license, market, promote, or distribute products, software, or technologies that perform the same or similar functions as, or otherwise compete with, anything you may develop, produce, market, or distribute.

16. Feedback

You may, but are not required to, provide suggestions, comments, or other feedback regarding the Services (“Feedback”). All Feedback is provided “AS IS” and without warranty of any kind. Feedback, even if designated as confidential, does not create any confidentiality obligation for us. You hereby grant Aestim a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit Feedback for any purpose.

17. Term; Termination

These Terms apply from the date you first access the Services and continue until terminated as set forth below.

Termination by you. You may stop using the Services and close your account at any time through the in-product settings or by contacting us.

Termination by us. We may suspend or terminate your access to the Services, in whole or in part, at any time, including if (a) you materially breach these Terms and (if curable) fail to cure the breach within thirty (30) days of notice; (b) your account is more than thirty (30) days past due; (c) your use of the Services causes (or is reasonably likely to cause) damage to or material degradation of the Services; or (d) we are required to do so by law. In the case of suspension under clause (c), we will use reasonable good-faith efforts to work with you to resolve the issue and to provide notice prior to suspension where practicable, and we will reinstate your access if you remediate the issue within thirty (30) days of notice.

Effect of termination. Upon termination, all rights and licenses granted to you under these Terms will immediately cease and you must stop using the Services. Any provisions that by their nature should survive termination — including accrued payment obligations, ownership, warranty disclaimers, indemnification, limitation of liability, the dispute resolution provisions in Section 22, and the miscellaneous provisions in Section 27 — will survive.

18. Representations and Warranties; Disclaimers

You represent and warrant that: (a) you own or have all necessary rights in your User Data for Aestim to perform the Services as contemplated by these Terms; and (b) you and any person accessing the Services through your account will not use the Services in violation of any law or regulation.

Aestim warrants that the Services will be provided in a professional and workmanlike manner and will perform in accordance with our official documentation in all material respects. If the Services fail to satisfy this warranty, Aestim will, at its own expense and as your sole and exclusive remedy, promptly repair or replace the Services with a materially conforming alternative.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND ALL AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. AESTIM MAKES NO WARRANTY THAT THE SERVICES OR ANY AI OUTPUTS WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY OTHER SOFTWARE OR PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

19. Indemnification

By Aestim. We will indemnify, defend, and hold you harmless from any amounts actually paid to any third party in connection with claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, “Losses”) arising from any unaffiliated third-party claim that the Services, as provided by us and used within the scope of these Terms, infringe or misappropriate that third party's intellectual property rights (an “Infringement Claim”). In the event of an Infringement Claim, we may, at our option: (i) obtain a license that allows your continued use of the Services; (ii) modify or replace the relevant portion(s) of the Services with a non-infringing alternative having substantially equivalent performance within a reasonable period of time; or (iii) terminate your access to the affected Services and refund any prepaid, unearned Fees (prorated on a daily basis).

We will have no liability for any Infringement Claim to the extent it results from: (A) AI Outputs or GAI Platforms; (B) modifications to the Services not made by us or our agents, or otherwise not approved by us; (C) the combination, operation, or use of the Services with equipment, devices, data (including User Data), or software not provided or approved by us; (D) your failure to use updated or modified versions of the Services provided by us to avoid a claim; or (E) your use of the Services other than in accordance with these Terms (collectively, the “Excluded Claims”). The remedies in this section are our sole obligations (and your sole remedies) regarding any infringement or misappropriation claim of any kind.

By you. You will indemnify and hold Aestim and its officers, directors, consultants, employees, agents, successors, and assigns harmless from any Losses arising from any third-party claim caused by: (i) any Excluded Claim; or (ii) any claim that your User Data, your use of User Data, or your use of GAI Platforms or AI Outputs through the Services infringes, violates, or misappropriates any third-party intellectual property or proprietary right, or otherwise violates any law, rule, or regulation. If we receive any notice that your User Data may violate the rights of a third party or any law, we may (but are not required to) suspend the Services with respect to that User Data.

Process. Any claim for indemnification is conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing of the claim, (b) reasonably cooperating with the defense, and (c) giving the indemnifying party sole control and authority to defend, settle, or compromise the claim, provided that the indemnified party may participate at its own cost. The indemnifying party will not make any settlement that requires a materially adverse act or admission by the indemnified party without that party's prior written consent (not to be unreasonably delayed, conditioned, or withheld). The indemnifying party will not be liable for any settlement made without its prior written consent.

20. Limitation of Liability

EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS AND YOUR BREACH OF SECTION 6 (ACCEPTABLE USE; RESTRICTIONS), IN NO EVENT WILL EITHER PARTY (OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS) BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS:

(A) FOR ANY LOST PROFITS, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, HOWEVER ARISING;

(B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR

(C) FOR ANY DIRECT DAMAGES IN THE AGGREGATE IN EXCESS OF THE GREATER OF (I) THE AMOUNTS YOU PAID TO AESTIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (II) ONE HUNDRED U.S. DOLLARS (US $100).

YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF AI OUTPUTS. YOU MUST VERIFY THE ACCURACY OF ANY AI OUTPUT BEFORE RELYING ON IT. AESTIM CANNOT CONTROL THE ACTIONS YOU MAY TAKE AS A RESULT OF AI OUTPUTS, AND AESTIM HAS NO LIABILITY FOR ANY CLAIMS OR DAMAGES THAT ARISE FROM OR RELATE TO ANY DECISION OR ACTION BASED ON AI OUTPUTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

21. Changes to These Terms

We may modify these Terms from time to time. If we make a material change, we will provide notice — for example, by posting the updated Terms with a new “Last Updated” date, by email to the address associated with your account, or by an in-product notice — at least thirty (30) days before the change takes effect (or earlier if required by law). Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of them. If you do not agree to the updated Terms, you must stop using the Services before they take effect.

22. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND AESTIM TO RESOLVE MOST DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND IT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL. YOU HAVE THE RIGHT TO OPT OUT OF THIS SECTION AS DESCRIBED BELOW.

(a) Scope. Except for the Excluded Disputes (defined below), you and Aestim agree that any past, present, or future dispute, claim, or controversy arising out of or relating to these Terms, the Services, or our relationship (a “Dispute”) will be resolved by binding individual arbitration on the terms set forth in this Section 22. This provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), and the FAA's substantive and procedural provisions will preempt any state laws to the contrary.

(b) Informal Resolution. Before commencing arbitration, the party initiating the Dispute must send a written notice describing the Dispute and the relief sought (“Notice of Dispute”) to the other party. A Notice of Dispute from you must be sent to legal@aestim.ai. The parties will then negotiate in good faith to resolve the Dispute for sixty (60) days from the date the Notice of Dispute is received. Neither party may commence arbitration until this informal resolution period has expired. This informal resolution requirement is a precondition to filing any arbitration demand, and any applicable limitations period or filing fee deadline is tolled during the informal resolution period.

(c) Arbitration Administrator and Rules. Any arbitration will be administered by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”). The AAA Rules are available at www.adr.org. If the AAA is unavailable or unwilling to administer the arbitration, the parties will mutually select another nationally recognized arbitration administrator.

(d) Arbitrator; Authority. The arbitration will be conducted by a single neutral arbitrator. The arbitrator will have exclusive authority to resolve any Dispute, including the threshold issues of arbitrability, the validity, scope, or enforceability of this Section 22, and the formation of these Terms; provided that a court of competent jurisdiction (and not the arbitrator) will determine the validity, scope, and enforceability of subsection (g) (Class Action Waiver). The arbitrator may award any relief that a court of competent jurisdiction could award, except as expressly limited by this Section 22. The arbitrator's award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

(e) Location; Procedure. Unless the parties agree otherwise, the arbitration will be seated in New York, New York, and any in-person hearing will take place there. The arbitrator may permit hearings to be conducted by telephone or videoconference. For Disputes in which the amount in controversy is less than US $25,000, the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, unless the arbitrator determines that an in-person, telephonic, or video hearing is necessary.

(f) Costs. Each party will bear its own attorneys' fees and costs in arbitration, except that the arbitrator may award attorneys' fees and costs to the prevailing party to the extent authorized by applicable law or the AAA Rules. Filing and administrative fees will be allocated as provided in the AAA Rules.

(g) Class Action Waiver. YOU AND AESTIM AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR MASS ACTION. Unless both you and Aestim agree otherwise in writing, the arbitrator may not consolidate or join the claims of more than one person or party and may not otherwise preside over any form of consolidated, representative, or class proceeding.

(h) Severability. If a court of competent jurisdiction finds the Class Action Waiver in subsection (g) to be unenforceable as to a particular claim or request for relief (other than for public injunctive relief), that claim or request will be severed from the arbitration and may be brought in a court of competent jurisdiction under Section 23, but all other claims and requests for relief will continue to be arbitrated. If any other provision of this Section 22 is found to be unenforceable, that provision will be severed and the remainder of this Section 22 will remain in full force and effect.

(i) Jury Trial Waiver. YOU AND AESTIM EACH WAIVE THE RIGHT TO A TRIAL BY JURY in any action or proceeding to enforce or interpret these Terms or to resolve any Dispute, to the maximum extent permitted by law.

(j) Excluded Disputes. Notwithstanding anything to the contrary, this Section 22 does not require arbitration of: (i) claims brought in small claims court, so long as the claim remains in that court and is brought solely on an individual basis; (ii) claims for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information; or (iii) any claim that, as a matter of law, cannot be subjected to a pre-dispute arbitration agreement. Disputes in the foregoing categories (“Excluded Disputes”) will be resolved exclusively in the courts identified in Section 23.

(k) 30-Day Right to Opt Out. You have the right to opt out of this Section 22. To opt out, you must send written notice of your decision to opt out within thirty (30) days after you first accept these Terms. Your notice must include your full name, the email address associated with your account, a clear statement that you wish to opt out of arbitration under these Terms, and your signature. Send your notice by email to legal@aestim.ai with the subject line “Arbitration Opt-Out,” or by U.S. mail to Aestim Inc., 3504 Vest Mill Rd, Winston-Salem, NC 27103, Attn: Legal — Arbitration Opt-Out. Opting out of this Section 22 will not affect any other provision of these Terms.

(l) Changes to This Section. If we materially change this Section 22 after the date you first accepted these Terms, you may reject the change by sending us written notice within thirty (30) days of the change becoming effective, in which case the version of Section 22 in effect immediately before the change will continue to apply to any then-existing Disputes between you and Aestim. Continued use of the Services after the effective date of a change to this Section 22 constitutes acceptance of the change.

(m) Survival. This Section 22 will survive any termination of these Terms or your use of the Services.

23. Governing Law; Venue

These Terms are governed by and construed in accordance with the laws of the State of New York, excluding its conflict-of-law rules. For any Excluded Dispute or any other matter not subject to arbitration under Section 22, you and Aestim consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of New York. In any such action or proceeding, the prevailing party will be entitled to recover reasonable attorneys' fees and costs.

24. Notices; Electronic Communications

You consent to receive communications from us electronically, including by email to the address associated with your account or by notices posted within the Services. You agree that all agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that they be in writing.

Notices to us must be sent to: legal@aestim.ai (or to such other address as we may designate). Notices regarding alleged copyright infringement must be sent to our DMCA agent as set forth in Section 8.

25. U.S.-Only Services

The Services are intended solely for users located in the United States. We do not offer or direct the Services to individuals or entities in the European Economic Area, the United Kingdom, Switzerland, or any other jurisdiction outside the United States. By using the Services, you represent and warrant that you are located in the United States. If you are located outside the United States, you may not use the Services.

The Services are operated from the United States. By using the Services, you understand and consent to the transfer of your information to, and processing of your information in, the United States.

26. California Residents

If you are a California resident, you have additional rights under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA”), including the rights to know what personal information we collect about you, to request access to or deletion of that information, to correct inaccurate information, to opt out of the “sale” or “sharing” of personal information, and to limit the use of sensitive personal information. We do not sell personal information for money, and we do not knowingly sell or share the personal information of consumers under 16 years of age. The categories of personal information we collect, the purposes for which we use it, and instructions for exercising your rights are described in our Privacy Policy. California residents may also have rights under California's “Shine the Light” law (California Civil Code § 1798.83). To exercise your California rights, contact us at legal@aestim.ai.

27. Miscellaneous

Entire Agreement. These Terms (together with our Privacy Policy and any Negotiated Agreement to which you are a party) constitute the entire agreement between you and Aestim regarding the Services and supersede all prior or contemporaneous communications and proposals (oral, written, or electronic).

Assignment. You may not assign these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of substantially all of our assets. We may use subcontractors in the performance of our obligations.

Severability. If any provision of these Terms is held to be unenforceable for any reason, that provision will be reformed only to the extent necessary to make it enforceable, and the remaining provisions will remain in full effect. The severability of Section 22 (Dispute Resolution) is governed by the specific severability rules in that section.

Waiver. Our failure to act with respect to any breach of these Terms by you will not be a waiver and will not limit our rights with respect to that breach or any subsequent breach.

No Agency. No agency, partnership, joint venture, or employment relationship is created by these Terms, and neither party has authority of any kind to bind the other.

Force Majeure. Except for payment obligations, neither party will be liable for any failure to perform its obligations due to causes beyond its reasonable control, including acts of God, fire, flood, severe weather, earthquake, pandemic, vandalism, accidents, sabotage, power failure, denial-of-service or similar attacks, internet failure, acts of war, acts of terrorism, riots, civil or public disturbances, strikes or labor disruptions, and acts or orders of any government or governmental authority.

Publicity. You grant Aestim a non-exclusive license to include your name and standard logo in lists of Aestim customers, in case studies, and in other marketing or promotional materials. Customers with a Negotiated Agreement that addresses publicity are governed by that agreement instead.

28. Contact

If you have any questions about these Terms, please contact us at legal@aestim.ai.