Terms of Service

Last Updated: Sep 27, 2024
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These Terms of Service, applicable Order Form(s), and Privacy Policy constitute a legally binding agreement between you and PRL, Inc., a Delaware corporation (together with its affiliates, “Jolt”, “we,” “our” or “us”), governing your use of our products, services, and website (the “Site” and collectively with the foregoing, the “Services”). All capitalized terms not defined herein shall have the meaning ascribed to such term in the applicable Order Form.
EXCEPT AS OTHERWISE AGREED TO IN WRITING WITH PRL, YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES, USING THE APP ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE OR THE APP. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.  These Terms of Service are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier.  If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Services; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent.  In such event, “you” and “your” will refer and apply to your employer or such other legal entity.
Any personal data you submit to us or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at https://www.usejolt.ai/privacy-policy.  You acknowledge that by using the Services, you have reviewed the Privacy Policy.  The Privacy Policy is incorporated by reference into these Terms of Service and, together with these Terms of Service and applicable Order Form(s), form and are hereinafter referred to as this “Agreement.”
1. Our Services, Access and Use, and Restriction on Use
1.1. Services Description. We offer application program interface(s) (“APIs”) that allow software developers to connect their existing software code repositories, enter a task description, and have a code file returned to their selected code repository.  
1.2. Access and Use Right. Subject to your compliance with the terms and condition of this Agreement, you may (i) access to and use of the Services and (ii) copy and use the Documentation only as needed to access and use the Services. For purposes hereof, “Documentation” means usage instructions, manuals, and instructional materials that we may provide.  
1.3. Restrictions on Use. You agree not to engage, and not to encourage or enable any other person to engage,  in any of the following prohibited activities: (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Services (except to the extent applicable laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Services; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services, including uploading any computer virus, worm, back door, Trojan horse, Easter egg, time bomb, or other form of malicious code (collectively, “Malicious Code”); (vi) access accounts, information, data, or portions of the Services to which you do not have explicit authorization; (vii) use the Services to develop a competing service or product; (viii) use the Product with any High Risk Activities or with activity prohibited by applicable laws; (ix) use the Services to obtain unauthorized access to anyone else’s networks or Equipment; (x) misrepresenting or misleading any person that the Output (as defined below) was solely human generated; or (xi) upload, submit, or otherwise make available to the Services any User Submitted Content to which you do not have the proper rights. For purposes hereof, the term “High Risk Activity” means any situation where the use or failure of the Service could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.2. Account, Password, and Security
2.1. Account Registration. You must register with Jolt and create an account to use the Services (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your full name, phone number, and email address.  By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password (including one-time login codes), and Account number provided by you or given to you by Jolt for accessing the Services. You are responsible for all activities that occur under your password or Account, even if not authorized by you.
2.2. Account Owner. The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must promptly notify us of any unauthorized use of your password or identification or any other breach of the security of your Account.
2.3. Team Members. If your employees and/or other service providers (“Team Members”) will access and use the Services, each Team Member must register their own Account in accordance herewith, including identifying usernames and passwords (including one-time login codes) for each. The Account Owner hereby acknowledges and agrees that it shall be responsible for ensuring Team Members’ compliance with the terms and conditions of these Terms of Service and shall be liable for any breach of these Terms of Service by a Team Member.
2.4. Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  You shall also be responsible for maintaining the security of the Equipment, and we may not and shall not be held liable for any disruption to the Services that result from your Equipment failures nor shall we be held liable for any disruption to your Equipment resulting from your use of the Services.
3. Subscriptions, Term, Termination, Billing and Payment
3.1. Subscriptions. Some of our Services are billed on a subscription basis (“Subscription(s)”). Subscriptions are billed either monthly (“Monthly Subscription(s)”) or annually (“Annual Subscription(s)”).
3.2. Credits. Subscription pricing is based on (i) the number of Team Members you intend to have access and use of the Services (“Seats”), and (ii) your Credit Limit. “Credits” are a blended metric of usage, which includes, but is not limited to, the size of your codebase, the complexity of the task/chat you are requesting through the Services, and the amount of code returned to you by the Services. Unused Credits expire at the end of the then-current Term and may not be carried over to any Renewal Term. The ”Credit Limit” is the maximum number of Credits purchased pursuant to your Subscription and set forth in the applicable Order Form.  
3.3. Additional Credits. If you anticipate needing Credits in excess of your Credit Limit, you may purchase additional Credits (“Additional Credits”) at the prices listed in the Order Form. Additional Credits must be purchased prior to the commencement of the then-current Term and may not be carried over to any Renewal Term.
3.4. Subscription Term: The initial term of your Subscription (the “Initial Term”) and the terms and conditions concerning subsequent renewal terms (each a “Renewal Term”, and all such renewal terms together with the Initial Term, the “Term”), shall be set forth in the applicable Order Form.
3.5. Fees; Invoicing. Subscription and Additional Credit pricing, and any other fees associated with the Services, are set forth in the applicable Order Form (all such fees, collectively, “Fee(s)”). Jolt will send an invoice for Fees applicable to your Subscription in advance of the next billing cycle.  
3.6. Disputed Fees. If you believe you have been billed incorrectly, you must contact us no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit.  Inquiries should be directed to our billing department at support@usejolt.ai.
3.7. Taxes. All prices and fees displayed on the Services are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees, or charges now in force or enacted in the future (“Taxes”).  Any applicable Taxes are based on the rates applicable to the billing address you provide to us and will be calculated at the time of a transaction is charged to your Account.  Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.  
3.8. Refunds. Except where required by law or as otherwise agreed to in writing with Jolt, Subscription Fees are non-refundable.
4. AI Functions and User Submitted Content
4.1. “AI Functions” are features and capabilities offered as part of the Services that utilize artificial intelligence, machine learning or similar technologies developed by Jolt and/or Jolt’s third-party providers, including Anthropic, PBC (“Anthropic”) and OpenAI, L.L.C. (“OpenAI”, and together with Anthropic, the “AI Providers”). Jolt and/or its licensors exclusively own all right, title, and interest in and to the Al Functions, including all associated Intellectual Property Rights (as defined below). AI Functions provided by Anthropic are subject to the Anthropic Commercial Terms of Service and other policies available at https://www.anthropic.com/legal/commercial-terms. AI Functions provided by OpenAI are subject to OpenAI’s Business Terms and other policies available at https://openai.com/policies/business-terms/ and OpenAI’s Enterprise Privacy policy located at https://openai.com/enterprise-privacy/.  
YOU UNDERSTAND AND AGREE THAT THE OUTPUT GENERATED BY THE SERVICES MAY BE SIMILAR OR IDENTICAL TO THE OUTPUT GENERATED BY THE SERVICES FOR OTHER USERS. FURTHERMORE, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OF THE OUTPUT, AND YOU SHOULD NOT RELY ON ANY OUTPUT INCLUDING, WITHOUT LIMITATION, OUTPUT THAT PURPORTS TO PROVIDE LEGAL, MEDICAL OR FINANCIAL ADVICE, WITHOUT INDEPENDENTLY CONFIRMING THEIR ACCURACY.
4.2. “User Submitted Content” is any content, information, and materials that may be textual, audio, or visual, including any software code, that you provide, submit, upload, publish, or make otherwise available to the Services or for use with AI Functions. When you provide User Submitted Content for use with Al Functions, you will receive output generated and returned by the Al Functions ("Output," and together with User Submitted Content, "AI Content").
4.3. You are responsible for all your User Submitted Content, including compliance with applicable laws and this Agreement. To the extent that any User Submitted Content contains personal data of any individuals, you are responsible for making sure that that you have the appropriate permission and legal basis for us to collect and process information about those individuals. You hereby authorize Jolt and its AI Providers to process your User Submitted Content to provide you with the Al Functions. You acknowledge and agree that Jolt (i) Is not involved in the creation or development of User Submitted Content; (ii) disclaims any responsibility for the contents of User Submitted Content, including any personal data included in User Submitted Content; (iii) shall not be liable for claims arising out of or relating to AI Content; and (iv) is not obligated to monitor, review, or remove AI Content, but reserves the right to limit or remove AI Content on the Services at its sole discretion.
4.4. By making available any User Submitted Content through the Services, you hereby grant to Jolt a worldwide, irrevocable, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, and distribute such User Submitted Content on, through or by means of the Services; provided that we will not use, access, view, copy, adapt, or distribute your User Submitted Content in any manner that would cause your User Submitted Content to become publicly available or available to any unauthorized third party.
5. Maintenance and Support
5.1. Maintenance. We will use commercially reasonable effort to provide you with at least three (3) business days advance notice of regularly scheduled maintenance and at least seven (7) days advance notice in the case of scheduled downtime for the deployment of major product releases (collectively, “Scheduled Downtime”); provided, however, that Company shall not be liable for failure to deliver notice ahead of any such Scheduled Downtime. Scheduled Downtime will be scheduled to occur on weekends and United States federal holidays whenever possible.
5.2. Support. If you require assistance with the Services or your Account, you may contact support@usejolt.ai.
6. Representations, Warranties and Covenants
6.1. Your Representations, Warranties and Covenants. You represent and warrant that you: (i) are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; (ii) have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services; (iii) possess all necessary third-party licenses, consents, and/or agreement necessary to permit you to access and use the Services, including any such licenses, consents, or agreements necessary to submit User Submitted Content to the Services; (iv) recognize and acknowledge that, as part of using the AI Functions, you may be interacting with an AI system rather than a human; and (v) have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement. You further warrant and represent that, other than as fully and promptly disclosed to Jolt as set forth below, you do not have any motivation, status, including without limitation, if you are using or will or intend to use the Services for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Jolt in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Services.
6.2. Jolt Representations, Warranties and Covenants. Jolt represents and warrants that it: (a) will perform the Services in conformity in all material respects with all applicable laws and regulations applicable to the Services including but not limited to laws related to compliance, privacy and data security; (b) will maintain a SOC 2 report annually; (c) will provide the Services in a professional manner, consistent with recognized industry standards and reasonable commercial practices; (d) it will perform the Services in conformity with this Agreement; (e) the Services will materially operate in accordance with and conform to its associated Documentation; and (f) the Services will not contain any Malicious Code. Furthermore, Jolt represents and agree that it does not and will not use your User Submitted Content or Customer Data to train, develop, enhance or improve any large language models or other proprietary foundational models.  
7. Termination and Suspension
7.1. Termination. Either party may terminate these Terms of Service for any or no cause, upon 30 days written notice to the non-terminating party.  You may cancel and delete your Account at any time by either using the features on the Services (if applicable and available) or by written notice to support@usejolt.ai.
7.2. Suspension. We reserve the right to refuse the Services to anyone for any reason at any time.  Jolt may terminate or limit your right to use the Services if we are investigating or believe that you have breached any provision of this Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice.  If Jolt terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. Jolt reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Jolt is not liable to you for any modification or discontinuance of all or any portion of the Services. Jolt has the right to restrict anyone from completing registration as a user if Jolt believes such person may threaten the safety and integrity of the Services, or if, in Jolt’s discretion, such restriction is necessary to address any other reasonable business concern.
7.3. Effect of Termination. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. Following the termination or cancellation of your Account, we reserve the right to delete all your data, including any User Submitted Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or cancelled.
7.4. Survival. The provisions of these Terms of Service which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive any termination of these Terms of Service and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.  
8. Third-Party Websites
8.1. The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Jolt or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. You acknowledge and agree that Jolt does not control any such websites, is not involved in the creation or development of a third-party website, and disclaims and shall not be held responsible for such third-party website’s (i) availability or accuracy, or (ii) content, advertising, products, or services. Further, you acknowledge and agree that Jolt has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion. The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk.
8.2. Jolt does not guarantee that the Services will maintain integrations with any Third-Party Accounts, and Jolt may disable integrations of the Services with any Third-Party Account at any time with or without notice to you.  As part of the functionality of the Services, you may link your Account with online accounts you may have with third-party service providers, such as Google or GitHub (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Services; or (ii) allowing Jolt to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Jolt and/or grant Jolt access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Jolt to pay any fees or making Jolt subject to any usage limitations imposed by such third-party service providers. By granting Jolt access to any Third-Party Accounts, you understand that (1) Jolt may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Services via your Account, including without limitation any friend lists, and (2) Jolt may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your Account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Submitted Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or Jolt’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Services. You will have the ability to disable the connection between your Account on the Services and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS. Jolt makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Jolt is not responsible for any SNS Content.
8.3. You acknowledge and agree that we provide access to such Third-Party Accounts on an “as-is” and “as-available” basis without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of Third-Party Accounts. Any use by you of Third-Party Accounts offered through the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant Third-Party Account. For clarity, these Terms of Service govern your use of and access to the Services, even if accessed through a Third-Party Account.
9. Intellectual Property Rights
9.1. Our Proprietary Materials. All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content that users see or read through the Services is owned by Jolt, excluding AI Content (collectively “Proprietary Material”). Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Jolt owns all right, title and interest in and to (i) the Services and the Software, including all improvements, enhancements, derivative works, and modifications thereto, (ii) all Derived Data (as defined below), (iv) all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended, and (v) all Intellectual Property Rights (as defined below) related to any of the foregoing. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Jolt and, if applicable, the holder of the rights to the User Submitted Content. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
9.2. Jolt Marks. The service marks and trademarks of Jolt, including without limitation Jolt and Jolt logos, are service marks owned by Jolt. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
9.3. Customer Data. You shall own all right, title, and interest in and to all non-public data provided by you to us, including your User Submitted Content, enabling us to provide you with access to and use of the Services (“Customer Data”). You hereby grant to Jolt a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, access, process, save, store, modify, create derivative works based upon, distribute, transmit, and otherwise process the Customer Data in connection with operating, providing, and improving the Services.  
9.4. Customer Marks. You shall own all right, title, and interest in and to all of your trademarks, trade names, service marks, and any visual representations thereof, including logos, designs, symbols, word marks, images, colors and color combinations.
9.5. Feedback. Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Jolt under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Jolt does not waive any rights to use similar or related Feedback previously known to Jolt, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.
9.6. Jolt Analytics. Notwithstanding anything to the contrary herein, we shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (collectively, “Derived Data”), and  Company will be free (during and after the Term) to (i) use Derived Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose Derived Data solely in aggregate or other de-identified form in connection with its business and for any lawful purpose. The Company shall own all right, title, and interest in and to the Derived Data.
9.7. Publicity. Notwithstanding anything to the contrary herein, during the Term, you grant Jolt the right to (i) identify the Account Owner as a Jolt customer and (ii) display the Account Owner’s Customer Marks, in each case of (i) and (ii), in any of written, oral, or electronic format, including on our website and in marketing or promotional materials. During the Term, you hereby grant to Jolt a non-exclusive, revocable, non-transferable, royalty-free license to use, copy and distribute Customer Marks solely for the purposes set forth in this paragraph.
9.8. Reservation of Rights. Except for the limited right to access and use the Services and license to copy and use the Documentation in Section 1.2 (Access and Use Right), Jolt retains all right, title, and interest in and to the Services,  the Proprietary Materials, and all Intellectual Property Rights related thereto, whether developed before or after the date of this Agreement. Except for the limited rights granted to Jolt in Section 9.3 (Customer Data), Customer retains all right, title, and interest in and to the Customer Data and AI Content. Use of Proprietary Materials or the Services for any purpose not expressly permitted by this Agreement is strictly prohibited.
10. Confidential Information
10.1. “Confidential Information” shall mean any and all of a disclosing party’s trade secrets, confidential and proprietary information, and all other information and data of the disclosing party that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to the disclosing party or the disclosing party’s business, operations or properties, including information about the disclosing party’s staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
10.2. Use and Nondisclosure. Each party acknowledges that Confidential Information (as defined below) is a valuable, special and unique asset of the disclosing party and agrees that the receiving party will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If relevant, the receiving party may disclose the Confidential Information to its authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. Each party shall promptly notify the disclosing party in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. Each party shall use commercially reasonable efforts to protect Confidential Information from unauthorized disclosure, transfer or use. Each party shall return or destroy all originals and any copies of any and all materials containing Confidential Information to the disclosing party upon termination of this Agreement for any reason whatsoever.
10.3. Exclusions. The obligations and restrictions set forth in Section 10 will not apply to any information that: (i) is or becomes generally known to the public through no fault of or breach of these Terms of Service by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without use of, or reference to, the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.
10.4. Permitted Disclosures. The provisions of this Section 10 will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party (if legally permitted) to enable it to contest such order or requirement or limit the scope of such request. The party responding to such an order or requirement will only disclose that information that is expressly required.
11. Data Retention
11.1. Data Retention Policy. We store, transmit, and process AI Content and Customer Data in accordance with applicable industry standards. We retain AI Content and Customer Data for as long as is needed to fulfill the purposes for which it was collected, to provide our Services, to deal with possible legal claims, to enforce our rights hereunder, to comply with our business interests, and to comply with applicable law. Upon termination of Services, we reserve the right to permanently delete all AI Content and Customer Data from our systems.
11.2. Winddown. Following termination of your use of the Services and upon our receipt of a written request from you, we will use commercially reasonable efforts to delete all copies of your Customer Data within 30 days of receiving such request; provided, however, that we shall not be required to delete any copies of such Customer Data preserved or recorded automatically pursuant to standard back-up or archival systems; provided, further, that we shall not be required to delete copies of Customer Data as required by applicable law.  
12. Disclaimer of Warranties
EXCEPT TO THE EXTENT EXPLICITLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
JOLT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE AI CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, INCLUDING BUT NOT LIMITED TO DAMAGE TO CUSTOMER SYSTEMS OR EQUIPMENT, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.
YOU UNDERSTAND AND AGREE THAT ANY INFORMATION OBTAINED, INCLUDING OUTPUT, THROUGH USING JOLT’S AI FUNCTIONS WITHIN THE SERVICES IS AT YOUR SOLE RISK. DO NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENT FACT-CHECKING. DO NOT RELY ON INFORMATION, CONTENT, MATERIALS, OR WORKFLOWS/PROCESSES IN OUTPUT FROM THE AI FUNCTIONS WITHOUT INDEPENDENT REVIEW OF FUNCTIONALITY AND SUITABILITY FOR YOUR NEEDS. NO SUCH INFORMATION, SUGGESTIONS, OR OUTPUT, OBTAINED BY YOU FROM JOLT’S AI FUNCTIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
EXCEPT FOR BREACHES OF SECTION 10 (CONFIDENTIALITY) AND SECTION 13 (INDEMNIFICATION), UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS AFFILIATES OR ITS CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, EQUIPMENT DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY SUCH PARTY, DAMAGE TO CUSTOMER SYSTEMS, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT EITHER PARTY OR THEIR AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO JOLT DURING THE TWELVE (12) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
13. Indemnification
13.1. Indemnification by Customer. You hereby agree to indemnify, defend, and hold harmless Jolt and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Jolt Indemnified Parties”) from and against any and all claims, suits, liabilities, damages, losses, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, “Liabilities”) incurred in connection with (i) your use or inability to use the Services, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any user or third party and (iv) any content submitted by you or using your Account to the Services, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Jolt Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Jolt reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Jolt.
13.2. Indemnification by Jolt. Jolt hereby agrees to indemnify, defend, and hold harmless you and your officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Customer Indemnified Parties”, and together with the Jolt Indemnified Parties, the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with any claim that the Services infringe on the Intellectual Property Rights of a third party or otherwise be illegal or unlawful.
13.3. Indemnification Procedures. Each party’s obligations under this Section 13 are contingent upon: (i) the applicable Indemnified Party providing the indemnifying party with prompt written notice of such claim (provided that any delay or failure to give such notice will not waive nor diminish any rights of an Indemnified Party except to the extent that the rights of the indemnifying party are actually prejudiced thereby); (ii) the applicable Indemnified Party providing reasonable cooperation to the indemnifying party, at the indemnifying party’s expense, in the defense and settlement of such claim; and (iii) the indemnifying party having sole authority to defend or settle such claim, provided that the indemnifying party may not settle or compromise the claim without the applicable Indemnified Party’s consent unless such settlement (x) includes a release of all covered claims pending against the applicable Indemnified Party; (y) contains no admission of liability or wrongdoing by the Indemnified Party; and (z) imposes no obligations upon the Indemnified Party. THE PROVISIONS OF THIS SECTION 13 SET FORTH THE SOLE AND EXCLUSIVE OBLIGATIONS, AND SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
14. Governing Law and Venue
This Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles. The parties agree that the exclusive jurisdiction or any lawsuit related to or arising under this Agreement shall be the state or federal courts located in San Francisco County, California.  
15. No Agency; No Employment
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
16. General Provisions
Failure by either party to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Jolt with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Jolt, its successors and assigns. In the event of a conflict between these Terms and Conditions and the contents of an applicable Order Form, the terms of such applicable Order Form shall control.
17. Changes to this Agreement and the Services
Jolt reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Jolt. We will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Jolt may also impose limits on certain features or restrict your access to part or all of the Services without notice or liability.
18. No Rights of Third Parties
None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.
19. Notices and Consent to Receive Notices Electronically
You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.
20. Contacting Us
If you have any questions about these Terms of Service or about the Services, please contact us by email at support@usejolt.ai or by mail to PRL, Inc., 2261 Market Street #4932, San Francisco, CA 94114.