Terms of Service

EFFECTIVE: August 21, 2020 

Luther Inc. (“Luther”, “us” or “we”) provides an online platform for (i) the creation and retention of your memory stack (a structured timeline of memory blocks created via the ingestion of data derived from speech and text) and (ii) the creation of your Prime (a conversational AI) utilized for the recall of your memory stack (collectively, the “Luther Services”).  These Luther Terms of Service (“Terms” or “Agreement”) outline the terms that govern your use of the Luther Services.  Please read these Terms carefully.  They are a legally binding contract between you and Luther. By accepting these Terms, using or accessing the Luther Services or by registering for a Luther account, you are agreeing to be bound by these Terms.  If you do not agree with these Terms, do not accept these Terms or use the Luther Services. To use the Luther Services you must be, and represent and warrant that you are, at least 18 years of age and competent to agree to these Terms. If Luther has previously prohibited you from accessing or using the Luther Services, you are not permitted to access or use the Luther Services.  These Terms are applicable to users located in the United States and Canada only.  If you are located outside of the United States or Canada, you will be presented with a different set of terms. If you are using the Luther Services on behalf of an organization, you are agreeing to these Terms for that organization and represent and warrant to Luther that you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Luther Services. 

1. Changes to these Terms
We reserve the right to modify these Terms.  We will post the most current version of these Terms at www.luther.ai (the “Luther Website”).  If we make material changes to these Terms, we will notify you via the Luther Services and/or by email to the address associated with your account. Your continued use of the Luther Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms. 

2. Your Luther Account
Use of the Luther Services requires you to first obtain an account by completing a registration form and designating a user ID and password. When registering with Luther you must: (a) provide true, current and complete information about yourself on the registration form and (b) maintain such information so it continues to be true, current and complete.  You are entirely responsible for all materials and information that you upload, post or otherwise transmit via the Luther Services. Only you may use your Luther account and you are responsible for your account. If you become aware of any unauthorized use of the Luther Services or your account, or have any questions about your account please contact Luther at support@luther.ai.

3. User Content
Your memory stack is a structured timeline of memory blocks created via the ingestion of your data.  Such data consists of audio recordings, videos, images, messages, text, attachments, files, conversations, and other content submitted through or uploaded to the Luther Service by you (collectively, your “User Content”).  You own (and shall continue to own) any and all rights in and to any such User Content.  We do not control, verify or endorse the User Content that you upload into the Luther Services. You are responsible for: (a) all User Content you share and upload through the Luther Services and (b) making sure that you have all the rights you need to the User Content. You agree the Luther Services may provide the ability to record individual conversations and/or upload recorded conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by location. You acknowledge and agree that you are solely responsible for providing any notices to, and obtaining consent from, individuals in connection with any and all such recordings as required under applicable law.  You are solely responsible for ensuring that the provision of User Data to the Luther Services is in compliance with all applicable laws. You shall not process or submit to the Luther Services any User Data that is “protected health information” (as defined under the Health Insurance Portability and Accountability Act), payment card information (subject to the Payment Card Industry Data Security Standard), or other health-related data. 

4. License
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Luther Services only for your own internal use, and only in a manner that complies with all legal requirements that apply to you or your use of the Luther Services, including the Luther Privacy Policy and these Terms. Luther may revoke this license at any time, in its sole discretion. 

5. Luther Proprietary Rights    
All contents of the Luther Website and Luther Services including but not limited to logo, design, text, software, other files, and their selection and arrangement and Luther Confidential Information belong to Luther, and/or its suppliers or licensors. Luther or its licensors own and reserve all right, title and interest in and to the Luther Services and all software and other items used to provide the Luther Services, other than the rights we expressly grant to you to use the Luther Services and Luther Confidential Information. No title to or ownership of any proprietary rights related to the Luther Services or Luther Confidential Information is transferred to you pursuant to these Terms.  If you provide comments, suggestions and recommendations to Luther about the Luther Services (e.g., modifications, enhancements, improvements) (collectively, "Feedback"), you are automatically assigning this Feedback to Luther. 

6. Acceptable Use
You must comply with the following rules regarding acceptable use of the Luther Services and you agree you shall not:access or tamper with the Luther Services, Luther’s computer systems, or the technical delivery systems of Luther’s providers;probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;access or search the Luther Services by any means other than Luther’s publicly supported interfaces;attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources; orinterfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Luther Services, or by scripting the creation of User Content in such a manner as to interfere with or create an undue burden on the Luther Services.Misuse of the Luther Services. You may not utilize the Luther Services to carry out, promote or support:any unlawful or fraudulent activities;the publishing or posting of other people’s private or personal information without their express authorization and permission; orthe publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer.User Content Standards Within the Luther Services. You may not post any User Content on the Luther Services that:violates any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement), defamatory, libelous or threatening;contains any personal information of minors;contains any sensitive personal information, such as financial information, payment card numbers, social security numbers, or health information without Luther’s prior written consent;contains viruses, bots, worms, or similar harmful materials; orcontains any information that you do not have a right to make available under law or any contractual or fiduciary duty.In addition to any other remedies that may be available to us, Luther reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your account or your access to the Luther Services, upon notice and without liability for Luther should you fail to abide by the rules in this Section 6 or if, in Luther’s sole discretion, such action is necessary to prevent disruption of the Luther Services for other users. 

7. Privacy
For information about how we collect, use, and share the data we collect from and about you, please see our Privacy Policy which is incorporated by reference into these Terms. 

8. Fees
If you select a paid Luther Service, you must provide our third-party payment processors with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us and our third-party payment processors to charge your provided payment method for the Luther Services you have selected. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. You may, however, cancel your subscription before the next billing cycle in accordance with these Terms, but no credits or refunds will be available. To the extent Luther has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Luther Services and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Luther Services. i.          The primary Fee to use the Luther Service shall be the Subscription Fee, which is payable in advance by you in accordance with the pricing plans described on the Luther Website.ii.        Without provision of a valid credit card, Luther reserves the right to refuse you access to the Luther Services. iii.       Luther reserves the right to introduce or change any Fees from time-to-time by giving you no less than 14 days’ written notice. Any new or changed Fees will apply to the next billing period after you have been given such notice. iv.       If you do not accept a change to any Fees, then you may terminate your Luther Services account. 

9. Subscription Period
You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the applicable Luther Service purchased):A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew unless you cancel your Monthly Subscription Plan at least three business days prior to the renewal date.  You will be billed on or about the same day each month until such time that you cancel. An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least three business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel or downgrade the Luther Services you have selected until the anniversary date. If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan. 

10.  Suspension and Termination of the Service
We reserve the right to suspend or terminate your access to the Luther Service at any time if, in our sole discretion, you are in violation of these Terms.  You understand that if your account is suspended or terminated, you may no longer have access to the User Content that is stored in the Luther Services.Any termination of this Agreement shall not affect Luther's rights to any payments due to it. Luther may terminate a free account at any time. Upon termination, you may request access to your User Content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use  terms in Section 6. You must make such a request within 14 days following termination otherwise, any User Content you have stored with the Luther Services may not be retrievable and we will have no obligation to maintain User Content stored in your account after this 14-day period. 

11. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
THE LUTHER SERVICES, WHETHER PROVIDED BY LUTHER, ITS LICENSORS OR ITS VENDORS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE LUTHER SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, LUTHER DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE LUTHER SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF USER CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE LUTHER SERVICES OR THE SERVER(S) THAT MAKE THE LUTHER SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL LUTHER OR ITS LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE LUTHER SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE LUTHER SERVICES, OR ANY LINK PROVIDED ON THE LUTHER SERVICES, WHETHER OR NOT LUTHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE LUTHER SERVICES TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT OR SERVICE, $100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW. 

12. Exclusions and Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in Section 11. Accordingly, some of the above limitations may not apply to you. 

13. Indemnification
You agree to indemnify, defend, and hold Luther and its respective officers, directors, employees, members, shareholders, contractors, or representatives (and all successors and assigns of any of the foregoing), harmless from and against any claim or demand, including without limitation, reasonable attorneys’ fees and disbursements, made by any third party in connection with or arising out of your use of the Luther Services, your connection to the Luther Services, your violation of the Terms or Luther’s Privacy Policy, your violation of an applicable law, your submission, posting, or transmission of User Content to the Luther Services, and/or your violation of any rights of another individual or entity. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and you agree to cooperate with us in asserting any available defenses. 

14. Third Party Services
Luther may make available to you optional third-party applications, services or products, for use in connection with the Luther Services (“Third-Party Products”). These Third-Party Products are not necessary for the use of the Luther Services and your use (and any exchange of any information, license, payments etc., are between you and the third party provider) is solely between you and the applicable third party provider. Luther makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products. 

15. Copyright Complaints and Removal Policy
Luther respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable User Content alleged to violate copyright laws or these Terms and reserve the right to terminate the account(s) of violators. 

16.  Updates to the Luther Services
We can make necessary deployments of changes, updates or enhancements to the Luther Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Luther Services altogether. 

17.  Export Restrictions
You acknowledge that the Luther Services are subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws, directly or indirectly. 

18. General
You may not assign or otherwise transfer any of your rights under this Agreement without Luther’s prior written consent, and any attempted assignment without such consent will be null and of no effect. This Agreement constitutes the entire agreement between you and Luther and supersedes any and all prior agreements, communications and understandings with respect to the subject matter of this Agreement and shall be construed in accordance with the laws of the State of California (excluding its body of law controlling conflicts of law). If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default. By registering with Luther or signing up for the Luther Services, you understand that we may send you (including via email) information regarding the Luther Services, such as: (a) notices about your use of the Luther Services, including notices of violations of use; (b) updates to the Luther Services and new features or products; and (c) promotional information and materials regarding Luther's products and services. You may unsubscribe from promotional messages you receive from us by following the instructions in such applicable message(s). Luther reserves the right to transfer User Data to the U.S. and other countries for processing in connection with its provision of the Luther Services. You expressly request, require and agree that this Agreement, the Privacy Policy and all other related documents be drawn up in the English language.