READ AI, INC. TERMS OF SERVICE
Last Updated: March 26th, 2024
Read AI, Inc. ("Read AI", “Read,” or "we") provides a web-, software- and mobile-based platform offering real-time insights on videoconference attendee sentiment and engagement (our "Services"). These Terms of Service ("Terms") apply to your access to and use of our Services.
PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 16 WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 16
BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, DO NOT USE OUR SERVICES.
If you have any questions about these Terms or our Services, please contact us at privacy@read.ai. For information about how we collect, use, disclose, and otherwise process information about you, please see our Privacy Policy. To the extent you are an entity or enterprise using our Services, the terms of our Data Processing Addendum will apply.
You must be at least 18 years of age to use our Services. By using our Services, you represent and warrant that you are at least 18 years of age. If you use our Services on behalf of another person or entity, (a) all references to "you" throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person's or entity's behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
You may need to register for an account to access some or all of our Services. You must provide accurate account information and promptly update this information if it changes. You may not share or permit others to use your account credentials. You should use a strong password for your account that is unique to our Services and not used by you in any other website or online service. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You are responsible for the activities of such users that occur in connection with your account, regardless of whether you have permitted them to use your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
(a) User Content and Ownership. Our Services analyze engagement and participation in videoconferences through the video and audio content and other content, such as messages, texts, photos, and other materials, as applicable that you share through or upload to the Services (collectively, "User Content"). You retain ownership of your User Content and, except for the license you grant in Section 3(b), as between you and Read AI, you retain all other rights in and to your User Content.
(b) Use of User Content. In order to provide the Services to you, we need certain rights to access, analyze, and use your User Content. For this purpose, you grant Read AI a nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, and analyze your User Content only for purposes of creating, providing, and improving our Services, without compensation to you or any third party. When you post or otherwise share User Content on or through our Services, you understand and agree that your User Content and any associated information (such as your username or profile photo) may be visible to others. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.
(c) Your Representations and Warranties.
(a) Prohibited Conduct. You will not use our Services if you are not eligible to use our Services in accordance with Section 1 and will not use our Services other than for their intended purpose. When using the Services, you agree that you are solely responsible for your conduct while using our Services. Further, you will not, in connection with our Services:
(b) Prohibited Content. You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:
(c) Our Enforcement. You understand and agree that enforcement of this Section 4 or any other provisions in these Terms with respect to conduct or User Content is solely at Read AI's discretion, and failure to enforce this section or such terms in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, you understand and agree that nothing in these Terms create any private right of action on the part of any third party or any reasonable expectation that our Services will not contain any content that is prohibited by such rules or prohibited by law. Although Read AI has no obligation to screen, edit, or monitor any User Content, Read AI reserves the right, and has absolute discretion, to remove, screen, or edit any User Content posted or stored on our Services at any time and for any reason without notice.
(d) Parental Control Protections. Please note that parental control protections (such as computer hardware, software or filtering services) may be commercially available to assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections should be available at: https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers (last checked on November 12, 2023).
By purchasing a Product through the Services (a "Transaction"), you agree to the terms set forth in this Section 5 (the "Terms of Sale").
Eligibility. To complete your purchase, you must have a valid billing and shipping address within a country that can be selected as part of the checkout process on the Service (the "Territory"). We make no promise that Services are appropriate or available for use in locations outside the Territory.
Restrictions. The Services are not authorized for resale. We may place a limit on the quantities that may be purchased per order, per account, per payment card, per person, or per household. We reserve the right, without prior notice, to refuse service to any customer or reject any order at any time and refund any money you have paid for such order.
Price. Prices shown on the Service exclude all taxes. Taxes will be added to the amount of your purchase and itemized on the checkout page. You will have an opportunity to review taxes before you confirm your purchase. All prices on the Service are subject to change at any time without notice. We do not collect taxes on merchandise shipped to a jurisdiction in which we do not have substantial nexus, in which case you will be liable to the appropriate taxing authority for any sales taxes relating to your purchase from the Service.
Payment. If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your payment card number and its expiration date, and your billing address, to us or our payment processors. You represent and warrant that you have the right to use any payment card that you submit in connection with a Transaction. We may receive updated information from your issuing bank or our payment service provider about any payment method you have stored with us. You authorize us to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms. Verification of information may be required prior to the acknowledgment or completion of any Transaction. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes and shipping and handling charges applicable to your Transactions. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses.
Subscriptions. Your purchase of certain Services may require enrollment in a payment plan involving automatic renewal (a "Recurring Subscription"). If you purchase such a Service, you authorize Read AI to maintain your account information and charge that account automatically upon the renewal with no further action required by you. The length of your Recurring Subscription will be provided when you make your purchase. Your Recurring Subscription will automatically renew unless you cancel it. In the event that Read AI is unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, Read AI may in its sole discretion (i) bill you for your Services and suspend your access to the Services until payment is received, or (ii) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you. You may cancel your subscription through your account/by emailing us at support@read.ai. You may cancel a Recurring Subscription at any time, but if you cancel your Recurring Subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the applicable Products through the end of your current subscription period. Read AI may change the prices charged for Recurring Subscriptions at any time by posting updated pricing through the Services; provided, however, that the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Products or Services will be charged at the then-current subscription price. If you do not agree to these price changes, you must cancel your Recurring Subscription at least one (1) day before the changes take effect. If you do not cancel, your Recurring Subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term, and Read AI will charge your on-file payment card or method on the first day of the renewal of the subscription term.
Order Confirmation; Acceptance. You will have the opportunity to review and confirm your order, including payment method and other details of your order. Although we may confirm orders by email, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a Service. We will display or send a notice when we ultimately accept your order, and our acceptance will be complete at the time we display or send the formal acceptance notice. Payment must be received by us before our acceptance of an order.
Refunds. Read AI does not offer refunds for Services.
Reservation of Rights. Read AI reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Service; to impose conditions on the honoring of any coupon, discount, or similar promotion; to bar any user from making any Transaction; to alter the payment option for Services; and to refuse to provide any user with any Service.
Ownership. Our Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein or resulting from the Services, and all intellectual property right therein and thereto, are owned by Read AI or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Services, including intellectual property rights therein and thereto, are reserved by us or our licensors. This does not apply to your User Content, which at all times remains your property or the property of your licensors.
(b) Limited Access Grant. Subject to your compliance with these Terms (including Section 4), you are hereby granted a limited, nonexclusive, non-transferable, non-sublicensable, revocable right to access and use our Services for your own personal, noncommercial use. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
Read AI and our logos, our product or service names, our slogans and the look and feel of our Services are trademarks of Read AI and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with our Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Read AI or our Services (collectively, "Feedback"). You understand and agree that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Read AI's sole discretion. Read AI will exclusively own all improvements to, or new, Read AI products, services, or Services based on any Feedback. You understand that Read AI may treat Feedback as nonconfidential.
(a) Our Policy. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others.
(b) Reporting Claims of Copyright Infringement. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Read AI's designated agent (your notification, a "DMCA Notice") as follows:
Designated Agent: David Shim
Address: 999 Third Ave, Suite 3300
Seattle, WA 98104
Telephone Number: (206) 657-6177
E-Mail Address: legal@read.ai
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Read AI for certain costs and damages.
(c) Our Response to DMCA Notices. Upon receipt of a DMCA Notice meeting the requirements of Section 512(c)(3) of the DMCA, we may (i) remove or disable access to the allegedly infringing content (the "Allegedly Infringing Content"), (ii) take reasonable steps to notify the user who provided the Allegedly Infringing Content (the "Allegedly Infringing User") that access to the Allegedly Infringing Content has been disabled or the Allegedly Infringing Content has been removed, (iii) notify the party who provided the DMCA Notice with respect to the Allegedly Infringing Content (the "Original Complaining User") of any counter notifications that we receive in accordance with Section 9(d) from the Allegedly Infringing User, and (iv) replace or restore the Allegedly Infringing Content in accordance with Section 8(e). In accordance with our DMCA Policy, if we determine that the Allegedly Infringing User has provided Allegedly Infringing Content numerous times on or through our Services, we may also terminate the account of such user or terminate the ability of such user to add content to our Services.
(d) Counter Notices. If you believe that your content was removed or disabled in accordance with this Section 9 by mistake or misidentification, you may send a counter notice to our designated agent as specified above (your counter notice, a "DMCA Counter Notice"). Please see Section 512(g)(3) of the DMCA for the requirements of a proper counter notification. If you knowingly materially misrepresent that any content on our Services was removed or disabled by mistake or misidentification, you may be liable to Read AI for certain costs and damages.
(e) Our Response to DMCA Counter Notices. When Read AI receives a DMCA Counter Notice meeting the requirements of Section 512(g)(3) of the DMCA with respect to any Allegedly Infringing Content, Read AI may send a copy of the DMCA Counter Notice to the Original Complaining User informing that user that we will replace or restore the Allegedly Infringing Content. Unless our designated agent described in Section 9(b) receives notice that the Original Complaining User files an action seeking a court order against the Allegedly Infringing User within fourteen business days of receiving the copy of the Allegedly Infringing User's DMCA Counter Notice, we may restore the removed or disabled content.
As part of our Services, Read AI may (a) integrate with technology or other products or services offered by third-party vendors, including videoconferencing tools, or (b) provide information about or links to third-party products or services on our Services (collectively, "Third-Party Services").
Read AI does not endorse or make any representations or warranties regarding any Third-Party Services or any vendors providing them ("Third-Party Vendors"), including, without limitation, as to their effectiveness, reliability, accuracy, safety, or appropriateness, or your results. Your use of any Third-Party Services and interactions or communications with Third-Party Vendors is solely between you and the applicable Third-Party Vendor (including, without limitation, being subject to any terms of service or terms of use governing those Third-Party Services). Read AI is not responsible or liable in any manner for any Third-Party Services or your interactions or communications with Third-Party Vendors, or for any loss, damage or harm of any sort incurred as the result of any of the foregoing. You access and use such Third-Party Services, and interact with and communicate with such Third-Party Vendors, at your own risk.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Read AI and our officers, directors, agents, partners, and employees (individually and collectively, the "Read AI Parties") from and against any losses, liabilities, claims, demands, damages, expenses, or costs ("Claims") arising out of or related to (a) your access to or use of our Services; (b) your User Content or Feedback; (c) your violation of these Terms (including but not limited to paragraph 3(c)(ii), above); (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with Services. You will promptly notify Read AI Parties of any third-party Claims, cooperate with the Read AI Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Read AI Parties will have control of the defense and settlement, at Read AI's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Read AI or the other Read AI Parties.
Your use of our Services and any content or materials provided therein or therewith is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services and any content therein or therewith are provided "as is" and "as available" without warranties of any kind, either express or implied. Read AI disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Read AI does not represent or warrant that our Services are accurate, complete, reliable, current or error-free or that access to our Services or any content provided therein or therewith will be uninterrupted. While Read AI attempts to make your use of our Services safe and any content provided therein or therewith, we cannot and do not represent or warrant that our Services, any content provided therein or therewith, or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of our Services and any content or materials provided therein or therewith.
Without limiting the foregoing, Read AI takes no responsibility and assumes no liability for any User Content posted, stored, uploaded, accessed, or downloaded by you or any third party, or for any loss or damage thereto, incomplete or inaccurate User Content, or for any user conduct, nor is Read AI liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As a provider of interactive services, Read AI is not liable for any statements, representations, or User Content provided by its users in any public forum or other area.
All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Read AI, Read AI Parties, and Read AI's respective agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.
(a) To the fullest extent permitted by applicable law, Read AI and the other Read AI Parties will not be liable to you, your employees, directors, shareholders, agents, and contractors, under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Read AI or the other Read AI Parties have been advised of the possibility of such damages. To the fullest extent permitted by law, you agree to be liable for any breach of our privacy policy caused by your breach of paragraph 3(c)(ii), above.
(b) In any event, the total liability of Read AI and the other Read AI Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to $100 USD.
(c) The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Read AI or the other Read AI Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release Read AI and the other Read AI Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
In order for us to provide our Services, you agree that we may process, transfer, and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND READ AI TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND READ AI FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND READ AI AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. READ AI AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY'S CLAIMS.
FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 16(l), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THESE TERMS.
(a) Claims This Section Applies To. The dispute resolution and binding arbitration terms in this Section 16 apply to all Claims between you and Read AI. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed below) between you and Read AI, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to these Terms, the Services, including any privacy or data security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.
(b) Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Read AI or if Read AI has a Claim against you, you and Read AI will first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You and Read AI will make a good-faith effort to negotiate the resolution of any Claim for 30 days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.
You will send any Claimant Notice to Read AI by certified mail addressed to Read AI, 999 Third Ave, Suite 3300, Seattle, WA 98104 or by email to legal@read.ai. Read AI will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Read AI. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.
The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or Read AI cannot proceed to arbitration before the end of the Informal Resolution Period. If you or Read AI file a Claim in court or proceed to arbitration without complying with the requirements in Section 16, including waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the requirements in this Section to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach.
The statute of limitations and any filing fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.
(c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual property rights of you or Read AI, including any disputes in which you or Read AI seek injunctive or other equitable relief for the alleged unlawful use of your or Read AI’s intellectual property or other infringement of your or Read AI’s intellectual property rights (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 16(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
(d) Binding Individual Arbitration. Subject to the terms of this section, Claims may only be settled by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”) and according to NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Claim arose (the “Rules”), as modified by these Terms.
If NAM notifies the parties in writing (email suffices) that it is not available to arbitrate any Claim, then that Claim may only be settled by binding individual arbitration conducted by American Arbitration Association (“AAA”), https://www.adr.org. For Claims that must be arbitrated by AAA, if you are a “Consumer,” meaning that you only use the Services for personal, family or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules are the Rules applicable to Claims between you and Read AI as modified by these Terms. For Claims that must be arbitrated by AAA, if you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and Read AI as modified by these Terms.
These Terms affects interstate commerce, and the enforceability of this Section 16 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Read AI to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).
(e) Arbitration Procedure and Location. You or Read AI may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with NAM in accordance with the Rules (or with AAA in accordance with the Rules if applicable pursuant to Section 16(d)).
Instructions for filing a demand for arbitration with NAM are available on the NAM website or by calling NAM at 800-358-2550, and instructions for filing a demand for arbitration with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Read AI by certified mail addressed to Read AI, 999 Third Ave, Suite 3300, Seattle, WA 98104 or by email to legal@read.ai. Read AI will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Read AI.
The arbitration will be conducted by a single arbitrator in the English language. You and Read AI both agree that the arbitrator will be bound by these Terms.
For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in King County, Washington, unless the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.
The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Read AI agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.
An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.
(f) Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.
(g) Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs incurred by the defending party, including any attorney’s fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument or (ii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
(h) Offers of Settlement. Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable to a party than the latest written offer of settlement that party did not accept, that party must pay all costs and fees—including arbitration, attorney, and expert fees—incurred by the other party after the written settlement offer was made. The terms of any settlement offer may not be disclosed to an arbitrator until after the arbitrator issues a decision or award on the Claim.
(i) One Year to Assert Claims. To the extent permitted by law, any Claim by you or Read AI against the other must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Read AI will no longer have the right to assert that Claim.
(j) Confidentiality. If you or Read AI submits a Claim to arbitration, you and Read AI agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. You and Read AI agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
(k) Coordinated Filings. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Coordinated Claims” and will be treated as mass filings or multiple case filings according to the Rules, if and to the extent Coordinated Claims are filed in arbitration as set forth in these Terms. You or Read AI may advise the other of your or Read AI’s belief that Claims are Coordinated Claims, and disputes over whether a Claim meets the definition of “Coordinated Claims” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable.
Coordinated Claims may only be filed in arbitration as permitted by the process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in Coordinated Claims from the time a compliant Claimant Notice has been received by a party until these Terms permits such Coordinated Claim to be filed in arbitration or court.
Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Coordinated Claims has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Coordinated Claims have been provided.
After that point, counsel for the parties will select 30 Coordinated Claims to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side will select 15 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Coordinated Claims will be delayed by this bellwether process. Any remaining Coordinated Claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this Section 16(k).
A single arbitrator will preside over each Coordinated Claim chosen for a bellwether proceeding, and only one Coordinated Claim may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Coordinated Claims, with the mediator's fee paid for by Read AI. Counsel for the claimants and the other party must agree on a mediator within 30 days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.
Remaining Claims: If the mediation process concludes with 100 or more unresolved Coordinated Claims remaining, any party to a remaining Coordinated Claim may elect to no longer have the arbitration requirement in this Section 16 apply to all remaining Coordinated Claims for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether process or global mediation. To be effective, such an election must be communicated in writing (email suffices) to counsel for the opposing party within 30 days of mediation concluding. Coordinated Claims released from the arbitration requirement must be resolved in accordance with Section 16.
If the mediation process concludes with fewer than 100 Coordinated Claims remaining or if no party makes a timely election as provided for in the previous paragraph, the arbitrator will randomly select 50 Coordinated Claims (or the total remaining amount if less than 50) to proceed in arbitration as a second batch. The arbitrator will randomly select eligible claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. Once all arbitrations in the foregoing process are complete, the parties will repeat this process until all Coordinated Claims have been arbitrated.
If Coordinated Claims released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Coordinated Claims for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.
A court will have authority to enforce the bellwether and mediation processes defined in this section and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.
(l) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by emailing legal@read.ai. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 16.
(m) Rejection of Future Arbitration Changes. You may reject any change we make to Section 16 (except address changes) by sending us notice of your rejection within 30 days of the change via email at legal@read.ai. Changes to Section 16 may only be rejected as a whole, and you may not reject only certain changes to Section 16. If you reject changes made to Section 16, the most recent version of Section 16 that you have not rejected will continue to apply.
(n) Severability. If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 16 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 16 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 16 will be enforceable.
Any dispute arising from these Terms and your use of our Services will be governed by and construed and enforced in accordance with the laws of the State of Washington, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Claim is not subject to arbitration pursuant to Section 16, then the state and federal courts located in the County of King County, Washington will have exclusive jurisdiction. You and Read AI waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by the Terms, unless otherwise expressly stated by Read AI in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If any provision or part of a provision of these Terms other than Section 16 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.
You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country; or (b) on any of the U.S. government lists of restricted end users.
The failure of Read AI to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation." Notwithstanding any other provisions of these Terms, Sections 1, 2, 3, 4, 6(a), and 7 through 22 survive any termination of these Terms. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
If you have a question or complaint regarding the Services, please send an email to legal@read.ai. You may also contact us by writing to 999 Third Ave, Suite 3300, Seattle, WA 98104, or by calling us at (206) 657-6177. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
The following terms apply if you install, access or use our Services on any device that contains the iOS mobile operating system (the "iOS App") developed by Apple Inc. ("Apple").
Read AI, Inc.
999 Third Ave, Suite 3300
Seattle, WA 98104
The following terms apply if you install, access, or use our Services on any device that contains the Android mobile operating system (the "Android App") developed by Google, Inc. ("Google"):
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