Terms of Use

Thank you for using Ask EVA! These Terms of Use apply when you use the services of Tambool, L.L.C. or our affiliates, including our application programming interface, software, tools, developer services, data, documentation, and websites (“Services”). The Terms include our Service Terms, Sharing & Publication Policy, Usage Policies, and other documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information.

1. Registration and Access

You must be at least 13 years old to use the Services. If you are under 18, you must have your parent or legal guardian’s permission to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.

2. Usage Requirements

(a) Use of Services

You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.

(b) Feedback

We appreciate feedback, comments, ideas, proposals, and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.

(c) Restrictions

You may not (i) use the Services in a way that infringes, misappropriates, or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop models that compete with Ask EVA (iv) except as permitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not or otherwise violate our Usage Policies; (vi) buy, sell, or transfer API keys without our prior consent; or (vii) send us any personal information of children under 13 or the applicable age of digital consent. You will comply with any rate limits and other requirements in our documentation. You may use Services only in geographies currently supported by Tambool.

(d) Third Party Services

Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third-party products.

3. Content

Usage Requirements

(a) Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.
(b) Feedback. We appreciate feedback, comments, ideas, proposals, and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.
(c) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop models that compete with Ask EVA (iv) except as permitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not or otherwise violate our Usage Policies; (vi) buy, sell, or transfer API keys without our prior consent; or (vii) send us any personal information of children under 13 or the applicable age of digital consent. You will comply with any rate limits and other requirements in our documentation. You may use Services only in geographies currently supported by Tambool.
(d) Third Party Services. Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third-party products.

4. Fees and Payments

(a) Fees and Billing

You must pay all fees charged to your account ("Fees") according to the prices and terms on the applicable pricing page or as otherwise agreed upon in writing between us. We have the right to correct pricing errors or mistakes, even if we have already issued an invoice or received payment. You must provide complete and accurate billing information, including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis but may reasonably change the date on which the charge is posted. You authorize Tambool and its affiliates, as well as our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you with written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.

(b) Taxes

Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments ("Taxes"). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment or additional evidence that we may reasonably require. Tambool uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.

(c) Price Changes

We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons or increases made to Beta Services (as defined in our Service Terms), which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

(d) Disputes and Late Payments

If you want to dispute any Fees or Taxes, please contact ar@yaswedo.com within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees is past due, we may suspend your access to the Services after we provide you with written notice of late payment.

(e) Free Tier

You may not create more than one account to benefit from credits provided in the free tier of the Services. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop providing access to the Services.

5. Confidentiality, Security, and Data Protection

(a) Confidentiality

You may be given access to Confidential Information of Tambool, its affiliates, and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care.Confidential Information means nonpublic information that Tambool or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that:

(i) is or becomes generally available to the public through no fault of yours;
(ii) you already possess without any confidentiality obligations when you received it under these Terms;
(iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or
(iv) you independently developed without using Confidential Information.

You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Tambool and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

(b) Security

You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Tambool and provide details of the vulnerability or breach.

(c) Processing of Personal Data

If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. If you will be using the Tambool API for the processing of “personal data” as defined in the GDPR or “Personal Information” as defined in CCPA, please fill out this form to request to execute our Data Processing Addendum.

6. Term and Termination

(a) Termination; Suspension

These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms), if there are changes in relationships with third-party technology providers outside of our control, or to comply with the law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.

(b) Effect on Termination

Upon termination, you will stop using the Services, and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3 and 5-9.

7. Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Indemnity

You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products, or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.

(b) Disclaimer

THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

(c) Limitations of Liability

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Dispute Resolution

(a) MANDATORY ARBITRATION

You and Tambool agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration, except that you have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by filling out this form within 30 days of agreeing to these arbitration terms or the relevant changes.

(b) Informal Dispute Resolution

We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Tambool, you agree to try to resolve the dispute informally by sending us notice at dispute-resolution@yaswedo.com of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process. If you reside in the EU, the European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.

(c) Arbitration Forum

Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and cannot obtain a waiver, Tambool will pay them for you. Tambool will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(d) Arbitration Procedures

The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Stamford, Connecticut, or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, except a California court has the authority to determine (i) the scope, enforceability, and arbitrability of this Section 8, including the mass filing procedures below, and (ii) whether you have complied with the pre-arbitration requirements in this section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

(e) Exceptions

This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

(f) NO CLASS ACTIONS

Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

(g) Mass Filings

If, at any time, 30 or more similar demands for arbitration are asserted against Tambool or related parties by the same or coordinated counsel or entities (“Mass Filing”), ADR Services will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are resolved in advance or the parties agree to extend the deadline. The parties will then have 90 days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties are unable to resolve the outstanding claims during this time, the parties may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.

(h) Severability

If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

9. General Terms

(a) Relationship of the Parties

These Terms do not create a partnership, joint venture, or agency relationship between you and Tambool or any of Tambool’s affiliates. Tambool and you are independent contractors, and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

(b) Use of Brands

You may not use Tambool’s or any of its affiliates’ names, logos, or trademarks without our prior written consent.

(c) U.S. Federal Agency Entities

The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

(d) Assignment and Delegation

You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

(e) Modifications

We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms, we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.

(f) Notices

All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Tambool accepts service of process at this address: Tambool, L.L.C., 17 Treetop Court Stamford, CT 06902.

(g) Waiver and Severability

If you do not comply with these Terms, and Tambool does not take action right away, this does not mean Tambool is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

(h) Export Controls

The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing or future), or the U.S. Department of Commerce Denied Persons List or Entity List (collectively, the “Lists”). You represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or on any Lists. You will not use the Services for any purpose prohibited by applicable law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. You acknowledge and agree that products, services, or technology provided by Tambool are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Tambool products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.

(i) Governing Law

These Terms will be governed by California law except for its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply.

(j) Jurisdiction

You and Tambool will resolve any dispute arising out of these Terms or the Services exclusively in the U.S. District Court for the Northern District of California or a state court located in San Mateo County. The parties consent to the personal jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. Nothing in this section will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Services.

(k) Entire Agreement

These Terms are the entire agreement between you and Tambool with respect to the Services and supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Services or any other subject matter covered by these Terms. If there is a conflict between these Terms and the documents that apply to a specific Service, the documents that apply to a specific Service will control for that Service.