PLEASE READ THISTERMS OF SERVICE AGREEMENT (THESE “TERMS”)CAREFULLY. THIS WEBSITE AND ANY OTHERWEBSITES OF EXISTENCE LLC (“EXISTENCE,” “OUR”, “US,” AND “WE”),ITS AFFILIATES OR AGENTS ON WHICH A LINK TO THESE TERMS OF SERVICE APPEAR(COLLECTIVELY, THE “WEBSITE”) ANDTHE INFORMATION ON IT ARE CONTROLLED BY EXISTENCE. THIS AGREEMENT GOVERNS YOUR USE OF THEWEBSITE, OUR MOBILE APPLICATIONS (“APPS”),AND THE SERVICES, INFORMATION AND CONTENT, AVAILABLE OR ENABLED VIA THE WEBSITEOR APP (COLLECTIVELY, WITH THE APPS AND THE WEBSITE, THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THEREGISTRATION PROCESS, DOWNLOADING AN APP, OR ACCESSING OR USING ANY OF THESERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BEBOUND BY THIS AGREEMENT, (2) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENTPERSONALLY OR ON BEHALF OF THE INDIVIDUAL NAMED AS THE USER AT THE TIME OFREGISTRATION, OR IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGALENTITY, YOU HAVE THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THE TERMS OF THISAGREEMENT; AND (3) YOU ARE AT LEAST 18 YEARS OF AGE THE TERM “YOU” OR “USER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE,IDENTIFIED AS THE USER DURING REGISTRATION FOR THE SERVICES. IF YOUDO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THISWEBSITE, APP OR THE SERVICES.
PLEASE BE AWARE THAT SECTION 15 (DISPUTE RESOLUTION) OFTHIS AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WEHAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMSTHAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATIONAGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TOBE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BEPERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS,NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION ORPROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAWAND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAYTO YOUR USE OF THE WEBSITE OR THE SERVICES WILL BE GOVERNED AND INTERPRETED BYAND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERALARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THEAPPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTSFOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
Youruse of, and participation in, certain Services may be subject to additionalterms (“Supplemental Terms”) andsuch Supplemental Terms will either be listed in these Terms or will bepresented to you for your acceptance when you sign up to use such supplementalService. If these Terms are inconsistentwith the Supplemental Terms, the Supplemental Terms shall control with respectto such supplemental Service. AllSupplemental Terms are hereby incorporated into these Terms by reference. Someof the Existence Services are also governed by policies that are incorporatedherein by reference. Your access to and use of the Existence Services isgoverned by these policies as well as any Supplemental Terms. These Terms andany applicable Supplemental Terms and policies are referred to collectively hereinas the “Terms.”
PLEASE NOTE THAT The Terms are subject to change by EXISTENCEin its sole discretion at any time. When changes are made, Existence will make a new copy of these Termsavailable at the Website and the App, and any new Supplemental Terms will bemade available from within, or through, the affected Service on the Website orApp. We will also update the “LastUpdated” date at the top of these Terms. If we make material changes to these Terms, we may (and, where requiredby law, will) also provide notification of changes in another way that webelieve is reasonably likely to reach you, such as via e-mail if you have anAccount or another manner through the Services (which may include posting anannouncement on our Website). Existencemay require you to provide consent to the updated Terms in aspecified manner before further use of the Website, App and/ or the Services ispermitted. If you do not agree to anychange(s) after receiving a notice of such change(s), you agree to stop usingthe Website, App and the Services. Otherwise, your continued use of the Website, App or Servicesconstitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE OR APP TO VIEW THE THEN-CURRENT TERMS.
1. Use of the Services. The Website, App, Services, and theinformation and content available on the Website, App and the Services (asthese terms are defined herein) (collectively, the “Existence Properties”)are protected by copyright laws throughout the world. Subject to the terms andconditions of these Terms, Existence grants you a non-exclusive,non-transferable, non-sublicensable, revocable, limited license to access anduse the Existence Properties solely for your personal, non-commercial purposes.This license is expressly conditioned on your compliance with Section 4 (UserConduct) and other provisions of these Terms. All rights not expressly grantedare reserved by Existence.
1.1 Overview of Services. Subject to the terms of these Terms, theServices aim to assist Users in effectively designingtime, managing energy and optimizing harmony by analyzing User Content (asdefined in Section 3.1 (Types of Content))provided directly by Users or collected via different Third-Party Services (asdefined in Section 9 (Third-PartyServices)), and using artificial intelligence to generate personalized insightsand recommendations. Our AI is designedto support user intentionality and daily wellness rituals. Existence providesthe data-driven 'why' behind a recommendation, empowering you to make mindfulchoices about your time allocation. When we connect to Third-Party Servicessuch as Google Calendar, we only access and use your data from those servicesas necessary to provide the wellness features you have enabled, and any use ofGoogle user data is subject to the Google API Services User Data Policy,including Limited Use. THE SERVICES ARE NOT A MEDICAL DEVICE AND YOU EXPRESSLYAGREE THAT THE SERVICES DO NOT INVOLVE THE PROVISION OF MEDICAL ADVICE BYEXISTENCE. THE SERVICES ARE NOT INTENDEDTO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION,INCLUDING ANY BEHAVIORAL OR MENTAL HEALTH CONDITION. By accepting the terms of these Terms, youagree to not rely upon any information provided to you by the Services whenmaking important lifestyle, health, financial or relationship decisions, andthat any decisions that you make with respect to your lifestyle, health,financial or relationships will be made based solely upon your own independentjudgement. The materials availablethrough our Services is for informational purposes only and should notconsidered as a diagnosis or professional recommendation or endorsement of anymedical treatment, product, drug or any other healthcare service. Our Services are not intended to be asubstitute for professional medical advice or treatment.
1.2 AI Features. The Services mayinclude features that process Your Content and data from Third-Party Servicesthrough artificial intelligence tools (“AI Tools”). Use of the AI Toolsmay be subject to third-party terms. In response to any prompts, comments,questions, or other input (“Input”) and Your Content that User mayprovide to the AI Tools, some of the AI Tools may generate output based on suchInput (“Output”). User acknowledges that the Outputs are based on itsInputs and Content, and that Existence has no control over such Inputs andContent. User represents and warrants that it has all necessary rights andpermissions to submit any Content or Input to the AI Tools. User furtheracknowledges and agrees that: (a) any AI-generated content, suggestions,Outputs, or code are provided “AS IS,” “WHERE IS,” AND “AS AVAILABLE” withoutwarranty of any kind by Existence, including any warranties of accuracy,completeness, truthfulness, timeliness or suitability, or with respect to theability for Outputs or Inputs to be protected by intellectual property rightsunder any Laws; (b) User is solely responsible for reviewing, testing, andimplementing such Content and Outputs, and will comply with all applicable Lawin using such Content and Outputs; (c) User assumes all risks and liabilityassociated with the use of AI Tools and Output, and any third party that youshare such Output with; and (d) Existence shall not be liable for anydecisions, actions, or code implementations made based on such AI Tools orAI-generated content. User further acknowledges that, subject to our PrivacyPolicy, any Content or Input provided to or through AI Tools may be used toimprove and train its AI systems, provided that such data is anonymized andaggregated. Any such improvement is limited to internal system performance anddoes not result in models that incorporate or retain user-specific data or thatare used to generate Output for other users. Notwithstanding the foregoing, Existence’s use and transfer ofinformation received from Google APIs to any other app will adhere to theGoogle API Services User Data Policy, including the Limited Use requirements. Anythird-party AI service provider that processes data obtained through Google APIServices, including any aggregated, anonymized, or derived forms of such data,will act solely as our service provider, will only process such data to provideuser-facing features within the Services, and is contractually prohibited fromusing such data to train, improve, or develop its own generalized ornon-user-specific models or for advertising, profiling, or any other purposenot expressly authorized by us and permitted under the Google API Services UserData Policy. AI processing of Your Content is confined to your Accountenvironment. Your Content is never used to generate Output delivered to otherusers, to build shared models applied across the user base, or to inform AIresponses provided to any person other than you.
1.3 App License. Subject to your compliance with these Terms, Existencegrants you a limited non-exclusive, non-transferable, non-sublicensable,revocable license to download, install and use a copy of the App on a mobiledevice or computer that you own or control and to run such copy of the Appsolely for your own personal or internal business purposes. Furthermore, with respect to any App accessedthrough or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App StoreSourced Application (a) on an Apple-branded product that runs the iOS (Apple’sproprietary operating system) and (b) as permitted by the “Usage Rules” setforth in the Apple App Store Terms of Service. Furthermore, with respect to any App accessed through or downloaded fromGoogle Play (a “Google Play SourcedApplication”), you may have additional license rights and/or restrictionswith respect to use of the App.
1.4 Updates. Existence mayfrom time to time develop patches, bug fixes, updates, upgrades and othermodifications to improve the performance of the Services (“Updates”). These Updates maybe automatically installed without providing any additional notice or receivingany additional consent. Under theseTerms, you consent to these automatic updates. If you do not wish to use such Updates, your sole remedy is to terminateyour Account. If you do not terminateyour Account, you will receive Updates automatically. Your continued use of the ExistenceProperties is your agreement to these Terms with respect to the ExistenceProperties. For updates that materially affect functionality, privacy, orsecurity, we will provide reasonable notice where required by applicable law.
1.5 Third-PartyMaterials. As a part of Existence Properties, you mayhave access to materials that are hosted by another party. You agree that it is impossible for Existenceto monitor such materials and that you access these materials at your own risk.
2. Registration.
2.1 Registering YourAccount. In order to access certain features of Existence Properties, you mustbecome a Registered User. For purposesof the Terms, a “Registered User” isa user who has registered an account through the Website, App or Services (“Account”).
2.2 Registration Data. In registeringan Account through the Services, you agree to (a) provide true, accurate,current and complete information about yourself as prompted by the registrationform (the “Registration Data”); and(b) maintain and promptly update the Registration Data to keep it true,accurate, current and complete. Yourepresent that you are (x) at least eighteen (18) years old; and (y) not aperson barred from using Existence Properties under the laws of the UnitedStates, your place of residence or any other applicable jurisdiction. If wedetermine that a user is under the age of 18, we will promptly terminate theAccount and delete all associated personal data. You are responsible for allactivities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors,and you will accept full responsibility for any unauthorized use of ExistenceProperties by minors. You may not shareyour Account or password with anyone and you are responsible for maintainingthe confidentiality of your login credentials. You agree to notify Existencepromptly if you become aware of any unauthorized access to or use of yourAccount or any other breach of security involving your Account. You furtheragree to exit from your Account at the end of each session. If you provide any information that isuntrue, inaccurate, not current or incomplete, or Existence has reasonablegrounds to suspect that such information is untrue, inaccurate, not current orincomplete, Existence has the right to suspend or terminate your Account andrefuse any and all current or future use of Existence Properties (or anyportion thereof). You agree not tocreate an Account using a false identity or on behalf of any person other thanyourself. You agree that you shall nothave more than one Account at any given time.
2.3 Necessary Equipmentand Software. You must provide all equipment and softwarenecessary to connect to Existence Properties. You are solely responsible for any fees, including Internet connectionor mobile fees, that you incur when accessing Existence Properties.
3. Responsibility forContent.
3.1 Types of Content. You acknowledge that all data, text, software, sounds, photographs,graphics, videos, messages, tags and/or other materials (collectively, “Content”), including ExistenceProperties, is the sole responsibility of the party from whom such Contentoriginated. This means that you, and notExistence, are entirely responsible for all Content that you upload, post,e-mail, transmit or otherwise make available (“Make Available”) through Existence Properties or data collected byor related to the Services and your use thereof (collectively, “Your Content”), and that you and otherUsers of Existence Properties, and not Existence, are similarly responsible forall Content they Make Available through Existence Properties (“User Content”). Your Content includes health data fromconnected services (including sleep data, activity metrics, and wellnessinformation from Apple HealthKit, other integrations, and wearable devices),calendar information (which may inadvertently contain personal information),photos, videos, energy ratings, wellness goals, and any other information youprovide or authorize us to collect. The use of Your Content by Existence willbe subject to the terms of our Privacy Policy located at: https://www.existence.io/privacy-policy.
3.2 No Obligation toPre-Screen Content. You acknowledge that Existence has noobligation to pre-screen any Content (including, but not limited to, UserContent), although Existence reserves the right in its sole discretion topre-screen, refuse or remove any Content. By entering into these Terms, you hereby provide your irrevocableconsent to such monitoring. WhileExistence implements reasonable administrative, technical, and organizationalsafeguards to protect your information, no system can be guaranteed to becompletely secure. Your use of the Services acknowledges these inherent risks.Nothing in this section limits your statutory privacy rights or Existence'sobligations under its Privacy Policy. Inthe event that Existence pre-screens, refuses or removes any Content, youacknowledge that Existence will do so for Existence’s benefit, not yours. Without limiting the foregoing, Existence shallhave the right to remove any Content that violates these Terms or is otherwiseobjectionable.
3.3 Storage. Unless expresslyagreed to by Existence in writing elsewhere, Existence has no obligation tostore Your Content that you Make Available on Existence Properties. Existence has no responsibility or liabilityfor the deletion or accuracy of any Content, including Your Content; thefailure to store, transmit or receive transmission of Content; or the security,privacy, storage, or transmission of other communications originating with orinvolving use of Existence Properties. Notwithstanding the foregoing, certaindata may be retained for limited periods as described in our Privacy Policy.
4.1 CommercialActivities. You agree that you will not, under anycircumstances (except to the extent expressly authorized by these Terms):
(a) Reproduce,duplicate, copy, sell, trade, resell or exploit for any commercial purpose anyportion of Existence Properties (including your Account), or access to or useof Existence Properties;
(b) Upload,post, e-mail, transmit or otherwise Make Available any unsolicited orunauthorized advertising, promotional materials, “junk mail,” “spam,” “chainletters,” “pyramid schemes,” or any other form of solicitation in connectionwith any Existence Property;
(c) UseExistence Properties or any part thereof for any commercial purpose, including,but not limited to, communicating or facilitating any commercial advertisementor solicitation;
(d) Engagein any chain letters, contests, junk email, pyramid schemes, spamming, surveysor other duplicative or unsolicited messages (commercial or otherwise) inconnection with Existence Properties; or
(e) Marketany goods or services for any business purposes on or in connection with any ExistenceProperties.
4.2 General. In connectionwith your use of Existence Properties, you shall not:
(a) MakeAvailable any Content that, in Existence’s sole discretion, (i) is unlawful,tortious, defamatory, abusive, profane, vulgar, pornographic, obscene,libelous, or racially, ethnically or otherwise objectionable (includingnudity); (ii) violates, or encourages any conduct that would violate, any applicablelaw or regulation or would give rise to civil liability; (iii) promotesdiscrimination, bigotry, racism, hatred, harassment or harm against anyindividual or group; (iv) is violent or threatening, or promotes violence oractions that are threatening to any other person; or (v) promotes illegal orharmful activities;
(b) Harmminors in any way;
(c) Impersonateany person or entity, including, but not limited to, Existence personnel, orfalsely state or otherwise misrepresent your affiliation with a person orentity;
(d) MakeAvailable any Content that you do not have a right to Make Available under anylaw or under contractual or fiduciary relationships (such as insideinformation, proprietary and confidential information learned or disclosed aspart of employment relationships or under non-disclosure agreements);
(e) MakeAvailable any Content that infringes the rights of any person or entity,including without limitation, any patent, trademark, trade secret, copyright,privacy, moral, publicity or other proprietary or contractual rights;
(f) Intentionallyor unintentionally violate any applicable local, state, national orinternational law or regulation, or any order of a court;
(g) Registerfor more than one Account or register for an Account on behalf of an individualother than yourself;
(h) Stalkor otherwise harass, bully or intimidate any other user of our ExistenceProperties;
(i) License,sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwisecommercially exploit any Existence Properties, including the Website or theApp, or any portion thereof;
(j) Frameor mirror any part of the Existence Properties or use any framing techniques toenclose any trademark, logo, image, text, page layout, or form of Existence,nor create Internet links to the Services that include login information,usernames, passwords, or secure cookies;
(k) Useany metatags or other hidden text utilizing Existence’s name or trademarks;
(l) Modify,translate, adapt, merge, make derivative works of, disassemble, decompile,reverse compile, reverse engineer, or otherwise attempt to discover the sourcecode of underlying components of the Existence Properties or Services,including but not limited to algorithms, source prompts, trainingmethodologies, proprietary techniques and systems;
(m) Accessor use the Existence Properties to build, train, benchmark, or evaluate anycompeting product, service model, or system, nor use prompts, completions, oroutputs to extract, reconstruct, or replicate Existence’s proprietary data,models, processes, or trade secrets;
(n) Usethe Services to 'distill' or 'extract' model weights or to create datasets fortraining non-Existence wellness models;
(o) Usethe Services for any model extraction, prompt injection, jailbreaking, systemmanipulation, or similar activity that attempts to override systeminstructions, bypass safeguards or content filters, or otherwise interfere withor analyze the internal operations or intended constraints of the Services;
(p) Accessor use the Services via automated means not expressly authorized by Existence,or otherwise bypass technical restrictions or usage limits (e.g., on accessfrequency, storage, bandwidth, or system resources);
(q) Share,lend, sell, sublicense, or allow concurrent use of your access credentials, noruse or attempt to use credentials that are stolen, hacked, borrowed, purchased,or otherwise improperly obtained;
(r) Copy,reproduce, republish, download, display, post, or transmit any ExistenceProperties in any form or by any means, except as expressly authorized herein;
(s) Remove,obscure, or alter any copyright notices, trademark legends, or otherproprietary markings on or in the Existence Properties;
(t) Introduceinto the Services any viruses, worms, Trojan horses, spyware, adware, or othermalicious or harmful technologies, nor use the Services in any way thatdisrupts, compromises, or interferes with the integrity, security, oravailability of the Services or related systems;
(u) Attemptto probe, scan, or test the vulnerability of the Services or breach theirsecurity or authentication measures without proper authorization;
(v) Collect,record, store, analyze, disclose, or use any confidential information relatedto the operation, Outputs, or usage patterns of the Services, including thosethat may reveal Existence’s proprietary elements, methodologies, or tradesecrets; or
(w) Advocate,encourage or assist any third party in doing any of the foregoing activities inthis section.
5. Investigations. Existence may, but is not obligated to,monitor or review Existence Properties and Content at any time. Without limiting the foregoing, Existenceshall have the right, in its sole discretion, to remove any of Your Content forany reason (or no reason), including if such Content violates these Terms orany applicable law. Although Existencedoes not generally monitor user activity occurring in connection with ExistenceProperties or Content, if Existence becomes aware of any possible violations byyou of any provision of these Terms, Existence reserves the right toinvestigate such violations, and Existence may, at its sole discretion,immediately terminate your license to use Existence Properties, or change,alter or remove Your Content, in whole or in part, without prior notice to you.
6. Fees.
6.1 Payment. You agree topay all fees or charges to your Account in accordance with the fees, chargesand billing terms in effect at the time a fee or charge is due andpayable. You must provide Existence witha valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“PaymentProvider”) to make any purchases through the Services. Your Payment Provider agreement governs youruse of the designated credit card, and you must refer to that agreement and notthese Terms to determine your rights and liabilities. By providing Existence with your credit cardnumber and associated payment information, you agree that Existence mayauthorize the Payment Provider to immediately charge you for all amounts dueand payable with no notice or consent to you. You agree to immediately notify Existence of any change in your billingaddress or the credit card used for payment hereunder. In the event that your credit card expires orExistence, our affiliates, or our third-party payment processors are unable toprocess your payment, you may receive notice for you to provide an alternativepayment method. Existence reserves theright to terminate your Account: (i) your payment method is declined; or (ii)you have been previously banned or removed from the Existence Properties forany reason. Existence reserves the rightat any time to change its prices and billing methods, either immediately uponposting on the Existence Properties or by e-mail delivery to you.
6.2 Third Party Payment Processor. Existence mayuse Stripe, Inc. (“Stripe”) as its third party service provider forpayment services (e.g., card acceptance, merchant settlement, and relatedservices). By using the Services, youagree to be bound by Stripe’s Privacy Policy: https://www.stripe.com/privacy,and hereby consent and authorize Existence and Stripe to share any informationand payment instructions you provide with one or more third party serviceprovider(s) to the minimum extent required to complete your transactions. By making reservations on the Services, youalso agree to be bound by Stripe’s Seller Terms: https://stripe.com/ssa.
6.3 Taxes. Users will beliable for any taxes required to be paid on the Services provided under theseTerms.
6.4 Disputes. You must notifyus in writing within thirty (30) days after receiving your credit cardstatement, if you dispute any of our charges on that statement or such disputewill be deemed waived. Billing disputesshould be sent to the following email address: billing@existence.io.
7.1 Subscription. Existence charges a subscription fee (the “SubscriptionFee”) for a subscription to certain Services (“Subscription(s)”). You will be billed in advance on a recurringand periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis (depending onthe type of subscription plan offered by Existence and that you have selectedwhen purchasing a Subscription) and commence on the date you first start yourSubscription. Once you have purchased aSubscription, your Subscription will continue indefinitely until terminated inaccordance with these Terms and you will be charged Existence’s then-currentSubscription Fees at the commencement of each Billing Cycle. The price, billing frequency, and renewalterms will be presented clearly and conspicuously at the point of purchase incompliance with applicable consumer protection laws. You will receive advancenotice of any material changes to the Subscription Fee or renewal terms, alongwith information on how to cancel your Subscription prior to renewal.
7.2 Cancellation. You may cancelyour Subscription renewal through your Account or by contacting us at billing@existence.io prior to the end of the then-currentBilling Cycle. If you cancel yourSubscription, you may use your Subscription until the end of the currentBilling Cycle and your Subscription will not be renewed after the then-currentBilling Cycle ends. However, you willnot be eligible for a prorated refund of any portion of the Subscription Feepaid for the then-current Billing Cycle. If you signed up through a free trialor beta feature promotion, your Subscription may automatically convert to apaid Subscription unless canceled before the trial period ends. The terms ofthe trial, including duration and cancellation instructions, will be clearlydisclosed at the time of sign-up.
7.3 Subscription Fee Payment. By submittingyour payment information, you authorize us to charge you or your PaymentProvider for all Subscription Fees incurred through your Account at thebeginning of each Billing Cycle. Shouldautomatic billing fail to occur for any reason, we will issue an electronicinvoice indicating that you must proceed manually, within a certain deadlinedate, with the full payment corresponding to the Billing Cycle as indicated onthe invoice. If Existence does notreceive payment from you: (a) you agree to pay all amounts due on your Accountupon demand, and/or (b) you agree that Existence may either terminate orsuspend your Subscription and continue to attempt to charge you or your PaymentProvider until payment is received (upon receipt of payment, your Account willbe activated and for purposes of automatic renewal, your new Subscriptioncommitment period will begin as of the day payment was received).
7.4 Free Trials. Any free trialor other promotion to the Services must be used within the specified time ofthe trial. At the end of the trialperiod, your use of that Services will expire and any further use of the Servicesis prohibited unless you pay the applicable Subscription Fee. If you are inadvertently charged for aSubscription, please contact Existence at billing@existence.io to have the chargesreversed.
8. Ownership
8.1 Existence Properties. Except withrespect to Your Content and User Content, you agree that Existence and itssuppliers own all rights, title and interest in and to all Existence Properties. You will not remove, alter or obscure anycopyright, trademark, service mark or other proprietary rights noticesincorporated in or accompanying the Website, the Services, or any other ExistenceProperties.
8.2 Trademarks. “Existence” andother related graphics, logos, service marks and trade names used on or inconnection with Existence Properties or in connection with the Services are thetrademarks of Existence and may not be used without permission. Other trademarks, service marks and tradenames that may appear on or in Existence Properties are the property of theirrespective owners.
8.3 Other Content. Except withrespect to Your Content, you agree that you have no right or title in or to anyContent that appears on or in Existence Properties.
8.4 Your Content. Existence doesnot claim ownership of Your Content. However, when you as a user post or publish Your Content on or in ExistenceProperties you represent that you own or have a royalty-free, perpetual,irrevocable, worldwide, non-exclusive right (including any moral rights) andlicense to use, license, reproduce, modify, adapt, publish, translate, createderivative works from, distribute, derive revenue or other remuneration from,and communicate to the public, perform and display Your Content (in whole or inpart) worldwide and/or to incorporate it in other works in any form, media ortechnology now known or later developed, for the full term of any worldwideintellectual property right that may exist in Your Content. In addition to any other license grantedunder these Terms, you grant Existence a fully paid, royalty-free, perpetual,irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensableright (including any moral rights) and license to use, license, distribute,reproduce, modify, adapt, publicly perform, and publicly display, Your Content(in whole or in part) for the purposes of: (a) operating, improving, andproviding the Services; (b) subject to the exclusions set forth below,advertising, marketing, and promoting our Website, App, and Services; (c)compiling statistical and other information related to the performance,operation, and use of the Services; and (d) generating, training, and refiningAI Tools and analytics features using de-identified or anonymized Content andmetadata provided that anyuse of data obtained from Google API Services shall be strictly governed by thenon-training prohibitions set forth in Section 1.2. Notwithstanding theforegoing license, the following categories of Your Content are expresslyexcluded from the advertising and marketing rights granted in Section 8.4(b):any data obtained through Google API Services, including Google Calendar data,and any aggregated, anonymized, or derived forms of such data. Theseexclusions apply regardless of whether such data has been de-identified. Wedo not use Your Content or personal data to train AI Tools in a way thatre-identifies you. We may, however, use aggregated or anonymized insightsacross users to improve model performance and feature accuracy, unless you optout where such choice is offered. Please remember that other Users may searchfor, see, use, modify and reproduce any of Your Content that you submit to any “public”area of Existence Properties. Youwarrant that the holder of any worldwide intellectual property right, includingmoral rights, in Your Content, has completely and effectively waived all suchrights and validly and irrevocably granted to you the right to grant thelicense stated above. Youagree that we may display advertising with or in connection with Your Content,provided that such advertising is not targeted using data obtained throughGoogle API Services. You further acknowledge and agree that Existencehas no obligation to you in connection with any advertising displayed on or inconnection with the Existence Properties (including no obligation to share anyrevenue received by Existence as a result of any such advertising). You agree that you, not Existence, areresponsible for all of Your Content that you Make Available on or in ExistenceProperties. Notwithstanding the foregoing, any data obtained from Google APIServices will be used strictly in accordance with the Google API Services UserData Policy, including the Limited Use requirements. The rights granted in thissection are subject to your privacy rights and data deletion requests asdescribed in our Privacy Policy. Upon deletion of your Account or validrequest, we will delete or anonymize your personal data in accordance withapplicable law and our data retention practices.
8.5 Feedback. You agree thatsubmission of any ideas, suggestions, documents, and/or proposals to Existencethrough its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk andthat Existence has no obligations (including without limitation obligations ofconfidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submitthe Feedback. You hereby grant to Existencea fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive,and fully sublicensable right and license to use, reproduce, perform, display,distribute, adapt, modify, re-format, create derivative works of, and otherwisecommercially or non-commercially exploit in any manner, any and all Feedback,and to sublicense the foregoing rights, in connection with the operation andmaintenance of Existence Properties.
9. Third-PartyServices.
9.1 Third-Party Services. The Services maydisplay or permit linking or other access to or use of third-party Content,websites, apps, services and resources (collectively “Third-Party Services”)that are not under Existence’s control. Thismay include the opportunity for you to link the Existence Services withThird-Party Services. We provide theselinks only as a convenience and are not responsible for the products, services,or other content that are available from Third-Party Services. You acknowledge that any Third-Party Servicesthat you use in connection with the Existence Services are not part of the ExistenceServices and are not controlled by Existence, and you take sole responsibilityand assume all risk arising from your interaction with or use of anyThird-Party Services. You alsoacknowledge that these Terms and the Existence Privacy Policy do not apply toany Third-Party Services. You areresponsible for reading and understanding the terms and conditions and privacypolicy that applies to your use of any Third-Party Services. Existencecurrently integrates with Google Calendar API to provide calendar-based timeinsights. We may, at your option, add additional integrations in the future(such as health data platforms or supported wearable devices). Any suchintegrations will be governed by these Terms,andour Privacy Policy. Use of these integrations is subject to theapplicable third-party terms and privacy policies. Existence also usesthird-party AI service providers to support functionality such as generatingpersonalized insights or summarizing behavioral trends. These may include cloudinfrastructure providers such as Amazon Web Services and AI model providerssuch as OpenAI and Anthropic. Where user data is processed through such tools,we ensure compliance with relevant data protection laws and limit usage tospecific services requested. User data made available to Existence via APIintegrations or platform use, including data obtained through Google APIServices, may not be used by Existence or any third-party service provider totrain standalone AI models. For data obtained through Google API Services, thisprohibition applies regardless of whether such data has been aggregated,anonymized, or de-identified. Existence prohibits third parties from using GoogleAPI-derived data for their own model training. All Third Party Services thatprocess personal data on our behalf are contractually required to: (a) processsuch data solely for the purpose of providing services to Existence; (b) notretain such data longer than necessary to perform such services; (c) not usesuch data to train, improve, or develop generalized or non-user-specificartificial intelligence or machine learning models; (d) not disclose such datato any third party except as strictly necessary to perform contracted services;and (e) implement appropriate technical and organizational safeguards toprotect such data. For avoidance of doubt, our use and transfer of informationreceived from Google APIs, including Google Calendar API, is subject to theGoogle API Services User Data Policy, including Limited Use requirements. We donot share data obtained through Google API Services with Third-Party Servicesfor their own independent purposes, including advertising, data brokering, ormodel training.
9.2 Corporate Transactions. In connection withor during negotiation of any reorganization, merger, acquisition, change inownership control, financing, or sale of all or a portion of our assets,Existence reserves the right to transfer your information to a successor entityor its affiliates or service providers. For any data obtained through GoogleAPI Services, we will obtain your explicit prior consent before transferringsuch data to a third party in connection with a corporate transaction. For allother data, we will provide notice before your personal information istransferred and becomes subject to a different privacy policy, but we cannotpromise that an acquiring party or the merged entity will have the same privacypractices or treat your information the same as described in these Terms.
9.3 App Stores. You acknowledge and agree that theavailability of the App and the Services is dependent on the third party fromwhom you received the App license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that these Terms are betweenyou and Existence and not with the App Store. Existence, not the App Store, is solely responsible for ExistenceProperties, including the App, the content thereof, maintenance, supportservices, and warranty therefor, and addressing any claims relating thereto(e.g., product liability, legal compliance or intellectual propertyinfringement). In order to use the App,you must have access to a wireless network, and you agree to pay all feesassociated with such access. You alsoagree to pay all fees (if any) charged by the App Store in connection with ExistenceProperties, including the App. You agreeto comply with, and your license to use the App is conditioned upon yourcompliance with, all applicable third-party terms of agreement (e.g., the AppStore’s terms and policies) when using Existence Properties, including the App.You acknowledge that the App Store (and its subsidiaries) are third-partybeneficiaries of these Terms and will have the right to enforce them.
10. Indemnification. Youagree to indemnify and hold Existence, its successors, assigns, parents,subsidiaries, affiliates, directors, officers, employees, agents, partners andlicensors (collectively, the “ExistenceParties”) harmless from any losses, costs, liabilities and expenses(including reasonable attorneys’ fees) relating to or arising out of: (a) YourContent; (b) your use of the Services or any other Existence Properties; (c)your violation of the Terms (including, without limitation, your submission offalse or misleading information through the Services); (d) your violation ofany rights of another party, including any Users; (e) your interactions withother Users; (f) your violation of any applicable laws, rules or regulations;(g) your knowing misuse of AI-generated insights, recommendations, or Outputsprovided through the Services, including the use of such Outputs to cause harmto third parties or violate applicable laws; (h) your use of the Services inconnection with any health-related or behavioral decisions, including thosebased on data from wearables, journal entries, or predictive analytics; and (i)your access to or use of any beta, experimental, or early-access features ormodules. Existence reserves the right,at its own cost, to assume the exclusive defense and control of any matterotherwise subject to indemnification by you, in which event you will fullycooperate with Existence in asserting any available defenses. This provision does not require you toindemnify any of the Existence Parties for any unconscionable commercialpractice by such party or for such party’s fraud, deception, false promise,misrepresentation or concealment, suppression or omission of any material factin connection with the Website or any Services provided hereunder. You agree that the provisions in this sectionwill survive any termination of your Account, the Terms or your access to ExistenceProperties.
11. Disclaimer ofWarranties and Conditions.
11.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENTPERMITTED BY APPLICABLE LAW, YOUR USE OF EXISTENCE PROPERTIES IS AT YOUR SOLERISK, AND EXISTENCE PROPERTIES ARE PROVIDED ON AN “AS IS”, “WHERE IS”, AND “ASAVAILABLE” BASIS. EXISTENCE EXPRESSLYDISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHEREXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES ORCONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ANDNON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. EXISTENCE DOES NOT WARRANTTHE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED SUGGESTIONS,SUMMARIES, OR RECOMMENDATIONS. YOU ACKNOWLEDGE THAT AI-GENERATED OUTPUTS MAYOCCASIONALLY BE INACCURATE, INCOMPLETE, OR REFLECT "HALLUCINATIONS"(GENERATION OF FACTUALLY INCORRECT INFORMATION). WHILE THE SERVICES PROVIDEWELLNESS INSIGHTS, YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ANY OUTPUTS BEFORETAKING ACTION. EXISTENCE DISCLAIMS ALL LIABILITY FOR HARMS ARISING FROM YOURNON-CRITICAL RELIANCE ON AI OUTPUTS WITHOUT INDEPENDENT VERIFICATION.
(a) EXISTENCEMAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) EXISTENCE PROPERTIESWILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF EXISTENCE PROPERTIES WILL BEUNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BEOBTAINED FROM USE OF EXISTENCE PROPERTIES WILL BE ACCURATE OR RELIABLE. ANYINSIGHTS, ANALYTICS OR OUTPUTS GENERATED BY OUR SERVICES, INCLUDING THOSEPOWERED BY AI, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BERELIED UPON AS FACTS, GUARANTEES, OR A SUBSTITUTE FOR PROFESSIONAL JUDGMENT.THESE OUTPUTS ARE BASED ON PATTERNS IDENTIFIED FROM YOUR DATA AND MAY BEIMPRECISE, INCOMPLETE, OR BIASED. EXISTENCE DOES NOT WARRANT THE ACCURACY,COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED SUGGESTIONS, SUMMARIES, ORRECOMMENDATIONS. YOU ACKNOWLEDGE THAT SUCH FEATURES ARE EXPERIMENTAL AND MAYCHANGE OR BE DISCONTINUED AT ANY TIME. IF YOU USE BETA, EARLY-ACCESS, ORTEST-PHASE FEATURES, YOU DO SO AT YOUR OWN RISK. THESE FEATURES MAY BEUNSTABLE, INACCURATE, OR WITHDRAWN WITHOUT NOTICE.
(b) EXISTENCEMAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THESERVICES OR TIMELINESS OF THE SERVICES.
(c) ANYCONTENT ACCESSED THROUGH EXISTENCE PROPERTIES, IS AT YOUR OWN RISK AND YOUSHALL BE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM ACCESSING SUCHCONTENT.
11.2 No Liability forConduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT EXISTENCEPARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD EXISTENCE LIABLE, FORTHE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND THIRD-PARTYSERVICES, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTSENTIRELY WITH YOU. EXISTENCE MAKES NOWARRANTY THAT THE THIRD-PARTY SERVICES WILL MEET YOUR REQUIREMENTS OR BEAVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. EXISTENCE MAKES NO WARRANTY REGARDING THEQUALITY OF ANY SUCH THIRD-PARTY SERVICES, OR THE ACCURACY, TIMELINESS,TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH EXISTENCEPROPERTIES.
11.3 No Medical Advice. THE SERVICES, INCLUDING ALL CONTENT, WHETHERPROVIDED BY US OR THIRD PARTIES, IS NOT INTENDED TO BE AND SHOULD NOT BE USEDIN PLACE OF (a) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS,(b) A VISIT, CALL, OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICALPROFESSIONALS, OR (c) INFORMATION CONTAINED ON OR IN ANY PRODUCT PACKAGING ORLABEL. SHOULD YOU HAVE ANYHEALTH-RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER MEDICALPROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911IMMEDIATELY. YOU SHOULD NEVER DISREGARDMEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF ANY INFORMATIONPRESENTED ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICES OR ANYINFORMATION PROVIDED IN THE SERVICES FOR DIAGNOSING OR TREATING A HEALTHPROBLEM. THE TRANSMISSION AND RECEIPT OFSERVICES, IN WHOLE OR IN PART, OR COMMUNICATION VIA THE INTERNET, EMAIL, OROTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT,OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND EXISTENCE. EXISTENCE IS NOT RESPONSIBLE FOR ANY HEALTHPROBLEMS THAT MAY RESULT FROM INFORMATION YOU LEARN ABOUT THROUGH THE SERVICES. IF YOU MAKE ANY CHANGE TO YOUR ACTIVITY(E.G., SLEEP) BASED ON THE SERVICES, YOU AGREE THAT YOU DO SO FULLY AT YOUR OWNRISK.
12. Limitation ofLiability.
12.1 Disclaimer ofCertain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOUUNDERSTAND AND AGREE THAT IN NO EVENT SHALL EXISTENCE BE LIABLE FOR ANY INDIRECT,INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR INCONNECTION WITH THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, OR FOR ANYDAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR INCONNECTION WITH THE SERVICES, WHETHER OR NOT EXISTENCE HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT(INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THIS INCLUDES, WITHOUTLIMITATION, ANY AND ALL DAMAGES RESULTING FROM: (a) RELIANCE ON AI-GENERATEDOUTPUTS OR INSIGHTS, SUMMARIES, OR SUGGESTIONS; (b) DECISIONS MADE BASED ONBEHAVIORAL OR HEALTH-RELATED RECOMMENDATIONS PRESENTED BY THE SERVICES; OR(iii) THE USE OR PERFORMANCE OF ANY BETA OR EXPERIMENTAL FEATURES.
12.2 Cap on Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EXISTENCE ARISING OUT OFOR RELATING TO THE AGREEMENT AND ANY SERVICES PROVIDED PURSUANT TO THEAGREEMENT WHETHER IN CONTRACT, NEGLIGENCE, OTHER TORT, OR UNDER ANY OTHERTHEORY OF LIABILITY EXCEED THE GREATER OF: (a) TOTAL AMOUNT PAID BY YOU TO Existence during the TWELVE (12)-month periodprior to the act, omission or occurrence giving rise to such liability; or (b) ONE HUNDRED DOLLARS ($100.00). THE FOREGOING CAP ON LIABILITY SHALLNOT APPLY TO LIABILITY OF EXISTENCE FOR (A) DEATH OR PERSONAL INJURY CAUSED BY EXISTENCE’SNEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY EXISTENCE’S FRAUD OR FRAUDULENTMISREPRESENTATION.
12.3 User Content. EXCEPT FOR EXISTENCE’SOBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN ITS PRIVACY POLICY, EXISTENCEASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURETO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USERCONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
12.4 Basis of the Bargain. THE LIMITATIONSOF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAINBETWEEN EXISTENCE AND YOU. THE FOREGOINGLIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.
13. Termination.
13.1 Termination. Subject to Section 7 (Automatic Renewal), if you want toterminate the Services provided by Existence, you may do so by (a) notifying Existenceat any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Existence’saddress set forth below. We reserve theright to terminate your access to the Existence Properties, at any times, forany reason, in our sole discretion.
13.2 Effect ofTermination. Subject to Section 7 (AutomaticRenewal), termination of the Services includes removal of access to the Servicesand barring of further use of the Services. Upon termination of the Services, your access to your Account and your rightto use the Services will automatically and immediately terminate. Subject to Section 7 (AutomaticRenewal), you understand that any termination of Services may involve deletionof Your Content associated therewith from our live databases and Existence willnot have any liability whatsoever to you for any deletion of Your Content. Existence will not have any liabilitywhatsoever to you for any suspension or termination, including for deletion ofYour Content. All provisions of theTerms which by their nature should survive, shall survive termination ofServices, including without limitation, ownership provisions, warrantydisclaimers, and limitation of liability. Upon termination, your personal dataand associated content will be deleted in accordance with our Privacy Policyand applicable data retention practices. You may also submit a data deletionrequest, and we will permanently delete your data from our systems, subject toany retention obligations required by law. Termination may also result in thepermanent loss of access to any personalized AI-generated insights, summaries,or historical analytics. We recommend exporting or saving any information ofvalue to you before canceling your Account. Features or modules offered on abeta or experimental basis may be discontinued at any time with or withoutnotice, including upon Account termination. Existence does not guarantee datarecovery or portability of beta outputs or prototype functionalities.
14. International Users. The Services arecontrolled and offered by Existence from its facilities in the United States ofAmerica. The Services are intended solely for users located in the UnitedStates. Existence does not intentionally target its Services to, or monitor thebehavior of, individuals located in the European Union, United Kingdom, orother jurisdictions outside the United States. If you access or use theServices from outside the United States, you do so at your own volition and aresolely responsible for compliance with local law. User agrees that any"real and substantial connection" to the Services exists solelywithin the State of California, United States, and that unauthorized accessfrom other jurisdictions shall not create personal jurisdiction over Existencein any court outside of Los Angeles, California . Existence makes norepresentations that the Services are appropriate or available for use in otherlocations.
15. Dispute Resolution. IMPORTANT NOTICE REGARDING YOUR RIGHT TOOPT-OUT: SECTION 15.6 BELOW GRANTS YOU A 30-DAY RIGHT TO OPT-OUT OF BINDINGARBITRATION. IF YOU DO NOT OPT-OUT, YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL.PLEASE REVIEW SECTION 15.6 FOR INSTRUCTIONS ON HOW TO EXERCISE THIS RIGHT. Please read the following arbitrationagreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Existence and limits the manner inwhich you can seek relief from us.
15.1 Applicability of Arbitration Agreement.
(a) Youagree that any dispute or claim relating in any way to your access or use ofthe Website or Services or to any aspect of your relationship with Existence,will be resolved by binding arbitration, rather than in court, except that (i)you may assert claims in small claims court if your claims qualify, so long asthe matter remains in such court and advances only on an individual (non-class,non-representative) basis; and (ii) you or Existence may seek equitable reliefin court for infringement or other misuse of intellectual property rights (suchas trademarks, trade dress, domain names, trade secrets, copyrights, andpatents).
(b) This ArbitrationAgreement shall apply, without limitation, to all claims that arose or wereasserted before the Effective Date of these Terms or any prior version of theseTerms.
15.2 Arbitration Rules and Forum. The Federal Arbitration Actgoverns the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you mustsend a letter requesting arbitration and describing your claim to ExistenceLLC, 1801 Century Park E, Suite 700, Century City, CA 90067, Attn: Legal. The arbitration will be conducted by JAMS, anestablished alternative dispute resolution provider. Disputesinvolving claims and counterclaims under $250,000, not inclusive of attorneys’fees and interest, shall be subject to JAMS’s most current version of theStreamlined Arbitration Rules and procedures available athttp://www.jamsadr.com/rules-streamlined-arbitration/;all other claims shall be subject to JAMS’s most current version of theComprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available atwww.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, theparties will select an alternative arbitral forum. If the arbitrator finds that you cannotafford to pay JAMS’s filing, administrative, hearing and/or other fees andcannot obtain a waiver from JAMS, Existence will pay them for you.
You may choose to have the arbitrationconducted by telephone, based on written submissions, or in person in thecountry where you live or at another mutually agreed location. Any judgment on the award rendered by thearbitrator may be entered in any court of competent jurisdiction.
15.3 Authority of Arbitrator. The arbitrator, and not any federal, state orlocal court or agency shall have exclusive authority to resolve any disputerelated to the interpretation, applicability, enforceability or formation ofthis Arbitration Agreement including, but not limited to any claim that all orany part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights andliabilities, if any, of you and Existence. The arbitration proceeding will not be consolidated with any othermatters or joined with any other cases or parties. The arbitrator shall have the authority togrant motions dispositive of all or part of any claim. The arbitrator shall have the authority toaward monetary damages and to grant any non-monetary remedy or relief availableto an individual under applicable law, the arbitral forum’s rules, and theseTerms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decisiondescribing the essential findings and conclusions on which the award is based,including the calculation of any damages awarded. The arbitrator has thesame authority to award relief on an individual basis that a judge in a courtof law would have. The award of the arbitrator is final and binding uponyou and us.
15.4 Waiver of Jury Trial. YOU AND EXISTENCEHEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE ATRIAL IN FRONT OF A JUDGE OR A JURY. Youand Existence are instead electing that all claims and disputes shallbe resolved by arbitration under this Arbitration Agreement, except asspecified in Section 15.1(Applicability of Arbitration Agreement) above. An arbitrator can awardon an individual basis the same damages and relief as a court and must follow theseTerms as a court would. However, thereis no judge or jury in arbitration, and court review of an arbitration award issubject to very limited review.
15.5 Waiver of Class orConsolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BEARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUALRELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BEARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemedinvalid or unenforceable neither you nor we are entitled to arbitration andinstead claims and disputes shall be resolved in a court as set forth inSection 17.6(Exclusive Venue).
15.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this ArbitrationAgreement by sending written notice of your decision to opt out to legal@existence.io within 30days after first becoming subject to this Arbitration Agreement. Your notice must include your name andaddress, your Existence username (if any),the email address you used to set up your Existence Account (if you have one), and an unequivocal statementthat you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement,all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement hasno effect on any other arbitration agreements that you may currently have, ormay enter in the future, with us.
15.7 Severability. If any part or parts of thisArbitration Agreement are found under the law to be invalid or unenforceable,then such specific part or parts shall be of no force and effect and shall besevered and the remainder of the Arbitration Agreement shall continue in fullforce and effect.
15.8 Survival of Agreement. This Arbitration Agreementwill survive the termination of your relationship with Existence.
15.9 Modification. Notwithstanding any provision in these Termsto the contrary, we agree that if Existencemakes any future material change to this Arbitration Agreement, it will notapply to any individual claim(s) that you had already provided notice to Existence.
16. Procedures forMaking Claims of Copyright Infringement. Itis Existence’s policy to terminate membership privileges of any User whorepeatedly infringes copyright upon prompt notification to Existence by thecopyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if youbelieve that your work has been copied and posted on Existence Properties in away that constitutes copyright infringement, please provide our Copyright Agentwith the following information: (a) an electronic or physical signature of theperson authorized to act on behalf of the owner of the copyright interest; (b)a description of the copyrighted work that you claim has been infringed; (c) adescription of the location on Existence Properties of the material that youclaim is infringing; (d) your address, telephone number and e-mail address; (e)a written statement by you that you have a good faith belief that the disputeduse is not authorized by the copyright owner, its agent or the law; and (f) astatement by you, made under penalty of perjury, that the above information inyour notice is accurate and that you are the copyright owner or authorized toact on the copyright owner’s behalf. Youmay contact Existence’s Copyright Agent for notice of claims of copyrightinfringement at legal@existence.io. Users areresponsible for ensuring that any Content they upload do not infringethird-party intellectual property rights. Existence does not claim ownership ofany third-party content a User inputs into the platform and does not knowinglyuse such content to train AI Tools unless the User holds the rights and grantsus permission. If an Output generated by the Services appears to replicate orincorporate a third-party’s copyrighted works, please notify us as describedabove and we will review the matter in accordance with our internal contentreview process.
17. General Provisions.
17.1 ElectronicCommunications. The communications between you and Existenceuse electronic means, whether you visit ExistenceProperties or send Existence e-mails, orwhether Existence posts notices on Existence Properties or communicates with you viae-mail. For contractual purposes, you (a)consent to receive communications from Existencein an electronic form; and (b) agree that all terms and conditions, agreements,notices, disclosures, and other communications that Existenceprovides to you electronically satisfy any legal requirement that suchcommunications would satisfy if it were to be in writing. The foregoing does not affect your statutoryrights.
17.2 Release. You hereby release Existence Parties andtheir successors from claims, demands, any and all losses, damages, rights, andactions of any kind, including personal injuries, death, and property damage,that is either directly or indirectly related to or arises from your use of ExistenceProperties. If you are a California resident, you hereby waive California CivilCode Section 1542, which states, “A general release does not extend to claimswhich the creditor does not know or suspect to exist in his favor at the timeof executing the release, which, if known by him must have materially affectedhis settlement with the debtor.” The foregoing release does not apply to anyclaims, demands, or any losses, damages, rights and actions of any kind,including personal injuries, death or property damage for any unconscionablecommercial practice by a Existence Party or for such party’s fraud, deception,false, promise, misrepresentation or concealment, suppression or omission ofany material fact in connection with the Website, App or any Services providedhereunder.
17.3 Assignment. These Terms, andyour rights and obligations hereunder, may not be assigned, subcontracted,delegated or otherwise transferred by you without Existence’sprior written consent, and any attempted assignment, subcontract, delegation,or transfer in violation of the foregoing will be null and void.
17.4 Force Majeure. Existence shall not be liable for any delay orfailure to perform resulting from causes outside its reasonable control,including, but not limited to, acts of God, war, terrorism, riots, embargos,acts of civil or military authorities, fire, floods, accidents, strikes orshortages of transportation facilities, fuel, energy, labor or materials.
17.5 Questions,Complaints, Claims. If you have any questions, complaints orclaims with respect to Existence Properties, please contact us at: legal@existence.io. We will do our best to address yourconcerns. If you feel that your concernshave been addressed incompletely, we invite you to let us know for furtherinvestigation.
17.6 Exclusive Venue. To the extentthe parties are permitted under these Terms to initiate litigation in a court,both you and Existence agree that all claimsand disputes arising out of or relating to these Terms will be litigatedexclusively in the state or federal courts located in Los Angeles, California.
17.7 Governing Law. The Terms and any action related thereto willbe governed and interpreted by and under the laws of the State of CALIFORNIA,consistent with the Federal Arbitration Act, without giving effect to anyprinciples that provide for the application of the law of another jurisdiction. The United Nations Convention on Contractsfor the International Sale of Goods does not apply to this agreement.
17.8 Notice. Where Existence requires that you provide an e-mailaddress, you are responsible for providing Existencewith your most current e-mail address. In the event that the last e-mail address you provided to Existence is not valid, or for any reason is notcapable of delivering to you any notices required/ permitted by the Terms, Existence’s dispatch of the e-mail containing suchnotice will nonetheless constitute effective notice. You may give notice to Existence at the following address: Existence LLC, 1801 CenturyPark E, Suite 700, Century City, CA 90067, Attn: Legal. Such notice shall be deemed given whenreceived by Existence by letter delivered bynationally recognized overnight delivery service or first class postage prepaidmail at the above address.
17.9 Waiver. Any waiver orfailure to enforce any provision of the Terms on one occasion will not bedeemed a waiver of any other provision or of such provision on any otheroccasion.
17.10 Severability. If any portionof these Terms is held invalid or unenforceable, that portion shall beconstrued in a manner to reflect, as nearly as possible, the original intentionof the parties, and the remaining portions shall remain in full force andeffect.
17.11 Accessing and Downloading the Applicationfrom iTunes. The following applies to any Apple App StoreSourced Application accessed through or downloaded from the Apple App Store:
(a) Youacknowledge and agree that (i) these Terms is concluded between you and Existenceonly, and not Apple, and (ii) Existence, not Apple, is solely responsible forthe Apple App Store Sourced Application and content thereof. Your use of the Apple App Store SourcedApplication must comply with the App Store Terms of Service.
(b) Youacknowledge that Apple has no obligation whatsoever to furnish any maintenanceand support services with respect to the Apple App Store Sourced Application.
(c) Inthe event of any failure of the Apple App Store Sourced Application to conformto any applicable warranty, you may notify Apple, and Apple will refund thepurchase price for the Apple App Store Sourced Application to you and to themaximum extent permitted by applicable law, Apple will have no other warrantyobligation whatsoever with respect to the Apple App Store Sourced Application. As between Existence and Apple, any otherclaims, losses, liabilities, damages, costs or expenses attributable to anyfailure to conform to any warranty will be the sole responsibility of Existence.
(d) Youand Existence acknowledge that, as between Existence and Apple, Apple is notresponsible for addressing any claims you have or any claims of any third partyrelating to the Apple App Store Sourced Application or your possession and useof the Apple App Store Sourced Application, including, but not limited to: (i)product liability claims; (ii) any claim that the Apple App Store SourcedApplication fails to conform to any applicable legal or regulatory requirement;and (iii) claims arising under consumer protection or similar legislation.
(e) Youand Existence acknowledge that, in the event of any third-party claim that theApple App Store Sourced Application or your possession and use of that AppleApp Store Sourced Application infringes that third party’s intellectualproperty rights, as between Existence and Apple, Existence, not Apple, will besolely responsible for the investigation, defense, settlement and discharge ofany such intellectual property infringement claim to the extent required by theseTerms.
(f) Youand Existence acknowledge and agree that Apple, and Apple’s subsidiaries, arethird-party beneficiaries of these Terms as related to your license of theApple App Store Sourced Application, and that, upon your acceptance of theterms and conditions of these Terms, Apple will have the right (and will bedeemed to have accepted the right) to enforce these Terms as related to yourlicense of the Apple App Store Sourced Application against you as a third-partybeneficiary thereof.
(g) Withoutlimiting any other terms of these Terms, you must comply with all applicablethird-party terms of agreement when using the Apple App Store SourcedApplication.
17.12 Export Control. You may not use, export, import, or transfer ExistenceProperties except as authorized by U.S. law, the laws of the jurisdiction inwhich you obtained Existence Properties, and any other applicable laws. In particular, but without limitation, ExistenceProperties may not be exported or re-exported (a) into any United Statesembargoed countries, or (b) to anyone on the U.S. Treasury Department’s list ofSpecially Designated Nationals or the U.S. Department of Commerce’s DeniedPerson’s List or Entity List. By using Existence Properties, you represent andwarrant that (x) you are not located in a country that is subject to a U.S.Government embargo, or that has been designated by the U.S. Government as a “terroristsupporting” country and (y) you are not listed on any U.S. Government list ofprohibited or restricted parties. Youalso will not use Existence Properties for any purpose prohibited by U.S. law,including the development, design, manufacture or production of missiles,nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology providedby Existence are subject to the export control laws and regulations of theUnited States. You shall comply withthese laws and regulations and shall not, without prior U.S. governmentauthorization, export, re-export, or transfer Existence products, services ortechnology, either directly or indirectly, to any country in violation of suchlaws and regulations.
17.13 Consumer Complaints. In accordancewith California Civil Code §1789.3, you may report complaints to the ComplaintAssistance Unit of the Division of Consumer Services of the CaliforniaDepartment of Consumer Affairs by contacting them in writing at 400 R Street,Sacramento, CA 95814, or by telephone at (800) 952-5210.
17.14 Entire Agreement. The Terms arethe final, complete and exclusive agreement of the parties with respect to thesubject matter hereof and supersedes and merges all prior discussions betweenthe parties with respect to such subject matter.