Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the Persoona.ai website, application, APIs, and related services (collectively, the "Service") operated by Apache-3 Inc. ("Persoona", "we", "our", "us"). By accessing or using the Service, creating an account, or clicking "I agree" (or similar), you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access or use the Service.

If you access or use the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, in which case "you" refers to that organization.

2. Eligibility + accounts

You must be at least 16 years old (or the age of majority in your jurisdiction, if higher) to use the Service. By using the Service you represent that you meet this requirement and that your use complies with all applicable laws and regulations.

You are responsible for (a) all information you provide to us, (b) safeguarding your account credentials, and (c) all activity that occurs under your account, whether or not authorized by you. You agree to notify us promptly at apache3corp@gmail.com of any unauthorized use of your account.

3. License to use the Service

Subject to your compliance with these Terms, Persoona grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal or internal business purposes. All rights not expressly granted are reserved.

4. Acceptable use

You agree not to, and not to attempt to:

• →Reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code, prompts, model weights, or scoring logic from the Service, except to the extent such restriction is prohibited by law.
• →Resell, sublicense, lease, time-share, or otherwise commercially exploit the Service or its outputs as a substantially similar service to the Service itself.
• →Use the Service to develop a competing product, train a competing AI model, or build a substantially similar service.
• →Access the Service by any automated means (bots, scrapers, crawlers) other than through APIs we expressly provide for that purpose.
• →Circumvent rate limits, tier restrictions, paywalls, security measures, or access controls.
• →Upload or transmit content that is unlawful, infringing, defamatory, harassing, fraudulent, or otherwise objectionable.
• →Use the Service to violate the privacy or rights of any third party, including by uploading another person's résumé, profile data, or personal information without their authorization.
• →Submit a LinkedIn profile, resume, or other identity content that does not belong to you or that you do not have the right to share. You may only submit your own LinkedIn profile or content you have the right to share.
• →Use the Service in any manner that could disable, overburden, damage, or impair the Service.
• →Interfere with another user's use and enjoyment of the Service.
• →Use the Service in violation of any applicable law, regulation, or third-party agreement.

We may, at our sole discretion, investigate suspected violations, cooperate with law-enforcement authorities, and take action against accounts we determine, in good faith, to be in violation of these Terms, including suspension or termination.

5. AI outputs + disclaimers

The Service uses artificial-intelligence systems to generate structured outputs based on inputs you provide. You acknowledge and agree that:

• →AI-generated outputs are produced algorithmically and may be inaccurate, incomplete, biased, or otherwise unsuitable for your purposes. You are solely responsible for evaluating and verifying outputs before relying on them.
• →Outputs of the Persoona Intellectual Property module are informational only and do not constitute legal advice. You should consult a registered United States Patent and Trademark Office (USPTO) patent attorney or agent for any patent, trademark, or other intellectual-property matter.
• →Outputs of the Persoona Capital module are informational only and do not constitute investment, financial, or tax advice, and do not constitute an offer or solicitation of any security. You should consult qualified counsel before fundraising activity.
• →Outputs may resemble outputs generated for other users; the Service does not guarantee uniqueness or originality of any output.
• →Identical or similar inputs from different users may produce different outputs over time, and we are not obligated to maintain consistency.

6. User content + license

"User Content" means any content you submit, upload, or transmit to or through the Service, including but not limited to your Persona, résumé text or files, workspace names and descriptions, idea selections, and free-text inputs to AI modules. You retain all right, title, and interest you have in and to your User Content.

You grant Persoona and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, copy, transmit, store, display, perform, modify, create derivative works of, and otherwise use your User Content for the purposes of operating, providing, securing, improving, and promoting the Service, training and improving our AI systems, generating outputs requested by you, and complying with applicable law. This license continues for as long as we retain your User Content.

You represent and warrant that (a) you have all rights necessary to grant the foregoing license and (b) your User Content does not infringe or violate any third-party right or applicable law.

7. Persoona intellectual property

The Service, including all software, source code, designs, interfaces, prompts, scoring logic, orchestration logic, the Persoona name and logo, and all related intellectual property, is owned by Apache-3 Inc. or its licensors and is protected by copyright, trademark, patent, trade-secret, and other applicable laws. Nothing in these Terms transfers any ownership of the Service to you. The patent-pending system claim covering the orchestration of the six product surfaces remains the property of Apache-3 Inc.

8. Subscriptions, fees, and billing

The Service offers a free tier and paid subscription tiers (currently "Founder" and "Scale"). By subscribing to a paid tier, you authorize us (and our payment processor) to charge the applicable fees, taxes, and any authorized additional charges to your designated payment method.

Subscriptions automatically renew at the end of each billing period at the then-current rate unless you cancel before the renewal date. You may cancel at any time from your account settings; cancellation takes effect at the end of the current billing period.

Except where required by law, all fees are non-refundable. We may, at our discretion, offer pro-rated refunds in particular circumstances. We may change pricing at any time; price changes for existing paid subscribers will take effect at the next renewal following at least 30 days' notice.

You are responsible for all applicable taxes, duties, and governmental charges (excluding taxes on our net income).

9. Term + termination

These Terms remain in effect for as long as you access or use the Service. You may terminate your account at any time by following the cancellation steps in your account settings or emailing apache3corp@gmail.com.

We may suspend, restrict, or terminate your access to all or part of the Service at any time, with or without cause, with or without notice, and without liability to you. We may also modify, suspend, or discontinue the Service or any portion of it at any time. Sections that by their nature should survive termination (including, without limitation, Sections 6, 7, 9, 10, 11, 12, 13, 14, 15, and 16) will survive termination.

10. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PERSOONA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, PERSOONA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT AI OUTPUTS WILL BE ACCURATE OR FIT FOR ANY PARTICULAR PURPOSE; OR THAT THE SERVICE OR ANY CONTENT WILL MEET YOUR REQUIREMENTS.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PERSOONA OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF PERSOONA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PERSOONA'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU TO PERSOONA IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities; in such jurisdictions, the foregoing exclusions and limitations apply to the maximum extent permitted by law.

12. Indemnification

You agree to defend, indemnify, and hold harmless Persoona, Apache-3 Inc., and their respective affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your User Content, (b) your access to or use of the Service, (c) your violation of these Terms, or (d) your violation of any law or third-party right. We may assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.

13. Governing law + dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") will be resolved by binding individual arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual-property rights. The arbitration will be conducted in English in Wilmington, Delaware, or another mutually agreed location (or remotely). Judgment on the award may be entered in any court having jurisdiction.

Class-action waiver.YOU AND PERSOONA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

30-day opt-out.You may opt out of this arbitration agreement by emailing apache3corp@gmail.com with the subject line "Arbitration Opt-Out" within 30 days of first accepting these Terms. The opt-out only affects this Section 13; the remainder of these Terms continues to apply.

14. Changes to these Terms

We may modify these Terms at any time, in our sole discretion. If a change is material, we will provide notice through the Service, by email to the address associated with your account, or by other reasonable means before the change takes effect. For non-material changes, the "Last updated" date at the top of this page reflects the most recent revision. Your continued access to or use of the Service after the effective date of any change constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

15. Miscellaneous

• →Entire agreement: these Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Persoona regarding the Service and supersede all prior or contemporaneous communications and proposals.
• →Severability: if any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
• →No waiver: our failure to enforce any provision will not constitute a waiver of that provision or any other.
• →Assignment: you may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign or transfer these Terms at our discretion, including in connection with a merger, acquisition, or sale of assets.
• →Force majeure: neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, fire, flood, accident, strike, labor disputes, government action, or failures of third-party providers, networks, or utilities.
• →Notices: we may give notice to you via email, in-product notification, or by posting on the Service. You may contact us at apache3corp@gmail.com.
• →Headings + interpretation: section headings are for convenience only and do not affect interpretation. The words "include" and "including" are not limiting.
• →Government end users: if you are a U.S. federal-government end user, the Service is provided as a "commercial item" per FAR 2.101, with only the rights granted in these Terms.
• →Export controls: you agree to comply with all applicable U.S. and foreign export-control and sanctions laws.

16. Contact

Apache-3 Inc.
Email: apache3corp@gmail.com