Terms of Use

Effective Date: 05/11/2026

1. Introduction 

These Terms of Use (“Terms”) govern your use of (a) the websites, applications, platforms, and other online services operated by MuukLabs Inc. (“MuukLabs,” “we,” “us” or “our”) where these Terms are posted (collectively, the “Platforms”) and (b) any features and functionalities available on the Platforms (the “Features” and, together with the Platforms, the “Sites”). These Terms represent a binding contract between MuukLabs and you.

Among other provisions that affect your legal rights, these Terms include a binding individual arbitration requirement in Section 17, which, subject to limited exceptions, requires you and MuukLabs to arbitrate claims against the other on an individual basis. Arbitration on an individual basis means that neither party will have, and we each hereby waive, the right for a judge or jury to decide its claims or to proceed in a class, consolidated, or representative capacity.

By (a) accepting these Terms using a mechanism made available on the Sites (such as by clicking an “I Agree” button or checking a box) or (b) otherwise using the Sites for any purpose (other than reviewing these Terms or other terms or policies on the Sites), you expressly represent that you (i) have reached the age of majority in your jurisdiction of residence and (ii) agree to be bound by these Terms. If you do not meet the foregoing age requirement, you do not agree to be bound by all provisions of these Terms, or these Terms are not enforceable where you are located, you may not use the Sites. We would not provide the Sites without the conditions in these Terms. If you later seek to repudiate these Terms or any aspect thereof, you agree that such action would constitute a breach of these Terms, prohibiting you from enforcing any aspect of the Terms and entitling us to damages resulting from your breach.

If you are an individual using the Sites on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. In that case, references to “you” and “your” in these Terms refer to both you, the individual using the Sites, and to the Organization you represent. 

2.  Additional Terms

Certain areas, features, or functionality of the Sites may be subject to different or additional terms, rules, guidelines or policies (“Additional Terms”), and we may provide such Additional Terms to you via postings, pop-up notices, links, or other reasonable means. All Additional Terms are hereby incorporated by reference into these Terms. As such, any reference to the “Terms” in this agreement includes the Additional Terms.

For clarity, MuukLabs’ Terms and Conditions, as well as any order forms, statements of work, and service-level agreements applicable to your use of the Sites and our Products, constitute Additional Terms. If there is a conflict between the provisions herein and any Additional Terms, the Additional Terms will control, but only to the extent of the conflict.

3. Updates to these Terms

We reserve the right to modify these Terms at any time. When we do so, we will update the “Effective Date” above. For material changes, we will seek to supplement such notice by email, a notice on the Sites, or other reasonable means. Your continued use of the Sites after we post any such changes constitutes your agreement to be bound by the Terms as modified.

 

4. Accounts

To access certain Features, you will need to create an account on the Sites (an “Account”), which may require you to select a username and password. You agree to provide truthful and accurate information and not to act in a misleading manner during the Account creation process. Without limiting the preceding sentence, you agree not to adopt a username with the intention of imitating any other person or entity.

You are solely responsible for preserving the confidentiality of your Account credentials and agree to notify us of any known or suspected unauthorized use of your Account. You agree that you are responsible for all acts or omissions of any person that uses the Sites while logged into your Account.

5. Ownership of the Sites & Your Limited License

A) MuukLabs Content

The Sites and their content, features and functionality, including all text, graphics, software, Trademarks, icons, images, audiovisual content, and the design, selection and arrangement thereof (collectively, the “MuukLabs Content”), are the exclusive property of MuukLabs or our licensors and may not be used or exploited in any way without prior written consent.

B) Your Limited License to Use the Sites

We grant you access to the Sites pursuant to a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license, and at all times subject to these Terms (the “License”). The License shall remain in effect until you or we terminate these Terms, we otherwise suspend your access to the Sites, or you are barred from the Sites by applicable law. MuukLabs reserves all right, title, and interest not expressly granted under the License to the fullest extent possible under applicable laws.

Under the License, you are permitted to use the Sites for (i) personal, non-commercial or (ii) internal business use only, and only in the following limited ways: (a) you may access and browse the Sites, and use the Features made available to you, using a device that you own or are authorized to use (an “Authorized Device”); (b) you may download the MuukLabs Content from the Sites to an Authorized Device and print out a hard copy, provided that you do not modify the MuukLabs Content in any way and do not remove or alter any copyright or other legal notice; (c) you may install a copy of any mobile applications that we make available from time to time (collectively, the “Apps”) on an Authorized Device; and (d) your Authorized Device may temporarily store copies of the MuukLabs Content incidental to your use of the Sites.

Except to the extent permitted by applicable law, you may not otherwise modify, copy, distribute, display, reproduce, sell, license, create derivative works based on, or otherwise use or exploit any MuukLabs Content, in whole or in part, without the prior written authorization of MuukLabs or the relevant licensor, if applicable. Unauthorized use of the MuukLabs Content may violate copyright laws, trademark laws, the laws of privacy and publicity. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.

C) Trademarks

The MuukLabs Content includes the trademarks, service marks, logos, slogans, trade names, and trade dress used on the Sites (the “Trademarks”). The absence of a trademark notice or symbol indicating the registration or ownership of a Trademark does not constitute a waiver of our or our licensors’ trademark or other rights. These Terms do not grant you any rights in or to the Trademarks. Under no circumstances are you permitted to use the Trademarks in a manner that creates a likelihood of consumer confusion.  

D) Litigation Purposes

The Sites are intended for users genuinely interested in the Sites and MuukLabs’ products and services (the “Products”). Under no circumstances may the Sites be used for the purpose of, or with the intention of, initiating litigation or arbitration, including using the Sites in order to trigger or induce an alleged violation of any law (“Litigation Purposes”). Use of the Sites for Litigation Purposes is strictly prohibited, exceeds the parameters of the License, and, as such, constitutes a breach by you of these Terms. In such circumstances, we may elect to terminate these Terms, without prejudice to our ability to seek damages, including attorneys’ fees, resulting from your breach. We appreciate that legitimate Disputes may arise from uses of the Sites that do not involve use for Litigation Purposes. Such Disputes will be resolved in accordance with Sections 17 and 18. 

6. Video Content; Cookies


The Sites may contain video content, audiovisual content, or content of a like nature (collectively, “Video Content”). Video Content is provided for the purpose of enhancing the user experience on the Sites and is, therefore, provided in connection with MuukLabs’ activities in the field of software testing and QA services. MuukLabs is not in the business of renting, selling, or delivering Video Content in a commercial manner. As such, you acknowledge and agree that MuukLabs is not a “video tape service provider,” as defined in the Video Privacy Protection Act (“VPPA”), 18 U.S.C.A. § 2710 or similar state laws.


Additionally, the Sites may include online technologies and code-based tools, including cookies, pixels, web beacons, and software development kits (collectively, “Cookies”), that track and analyze information about your activity on the Sites, including when you access pages containing Video Content (your “Site Activity”). Cookies may result in information about your Site Activity being transmitted from your browser to MuukLabs or to third parties, which, in turn, may result in the display of targeted advertisements on the Sites or third-party websites, services, or platforms (collectively, “External Sites”). Whether Cookies on the Sites result in your browser’s transmission of information to third parties depends on a number of factors that may be outside of our knowledge or control, including what External Sites you use, what information you have provided to External Sites, and whether and the extent to which you have limited the use of Cookies by External Sites. 


You hereby acknowledge and agree that if Cookies on the Sites result in your browser’s transmission of information to External Sites, (a) such transmissions do not constitute a “knowing disclosure” of “personally identifiable information” by MuukLabs under the VPPA and (b) you will not initiate any litigation or otherwise assert any claim against MuukLabs based, in whole or in part, on such transmissions, whether under the VPPA, the California Invasion of Privacy Act (Cal. Penal Code § 630 et seq.), or any other statute, regulation, or cause of action.

7. Artificial Intelligence Tools

A.  AI Tools

Certain features of the Sites are powered by artificial intelligence, machine learning, or similar technologies (“AI Tools"), including an interactive AI agent interface on the Amikoo website (which, for clarity, consists of the content located at www.amikoo.ai and all of its subdomains) through which you may submit code, queries, and other content for automated analysis and response (the "Agent"). 


Content that you submit to, or make accessible to, the AI Tools (including content on Connected Platforms) is referred to as “Input,” and content generated by the AI Tools is referred to as "Output." The nature and scope of Input and Output may vary depending on the specific AI Tool used. When you interact with the Agent or other AI Tools, you are not communicating with a human representative of MuukLabs; you are communicating with an automated software system that generates Output in response to your Input.


Certain features of the AI Tools may (a) deliver Output directly to a Connected Platform or other destination designated by you; (b) execute Output on servers provided by MuukLabs, by you, or by a third party; and (c) collect information generated during such execution, including video replays, screenshots, and logs (collectively, “Execution Data”). Execution Data constitutes Input for purposes of these Terms. 


MuukLabs may use one or more third-party artificial intelligence providers ("AI Providers") to power the AI Tools. The specific AI Providers and underlying models may change from time to time, and MuukLabs may add, modify, suspend, or discontinue any AI Tool at any time without notice or liability. Although you receive a limited license to use the AI Tools under the License, you obtain no ownership rights in the AI Tools or the underlying models, and, as between you and MuukLabs, we retain all rights in the AI Tools.

B.  License to Input and Output


By using the AI Tools, you grant MuukLabs a non-exclusive, worldwide, royalty-free license to host, store, record, retain, reproduce, modify, transmit, execute, and otherwise process the Input and Output for the purpose of providing, operating, maintaining, and improving the AI Tools, which includes the right to provide Input and Output to AI Providers and other third-party infrastructure or service providers as necessary to deliver the AI Tools. Your use of the AI Tools is also subject to our Privacy Policy, which describes how we collect, use, store, and disclose personal information related to your use of the AI Tools. 

C.  User Acknowledgments; Consent; Responsibilities

By using any AI Tools, you acknowledge, represent, and agree that: 

  • Output is generated by automated means, which may include probabilistic processes, and may be inaccurate, incomplete, biased, outdated, or fabricated ("hallucinated"), and may contain errors, omissions, or suggestions that, if relied upon or implemented without independent and qualified human review, could lead to adverse outcomes, including defects, security vulnerabilities, or other issues in your code, systems, or workflows;
  • Output may incorporate or resemble third-party content, including open-source code, and may not be original to you or free of third-party rights, including third-party intellectual property or license obligations, and you should not assume that any Output is unique, original, non-infringing, or free of licensing obligations;
  • You are solely responsible for independently reviewing all Output prior to use to ensure that it is accurate, complete, fit for your intended purpose, and compliant with applicable laws (including intellectual property, export control, and data protection laws) and these Terms;
  • You have obtained, and will maintain, all rights, permissions, consents, and authorizations necessary to submit or make accessible your Input to the AI Tools and for MuukLabs and the AI Providers, and their respective third-party infrastructure and service providers, to access, retrieve, and process that Input as contemplated by these Terms;
  • You will use the AI Tools solely for their intended purposes and in compliance with any applicable documentation or usage guidelines made available by MuukLabs, and will not use the AI Tools to develop competing products or services;
  • MuukLabs does not pre-screen Output and is not the author, publisher, or speaker of any Output you elect to use, and any views or opinions expressed in Output do not necessarily reflect those of MuukLabs;
  • You are solely responsible for any Output you publish, distribute, incorporate into your code, systems, or workflows, or otherwise use, and you will not represent or imply that any Output has been independently verified, endorsed, or approved by MuukLabs;
  • You are solely responsible for determining whether and where to execute any Output, and you agree that MuukLabs shall have no liability for any damages arising from or related to the content, function, or effects of executed Output;
  • Execution Data may be accessible to other users within your Organization without advance notice to you;
  • Output is provided to you on a non-exclusive basis, and Output generated for other users or third parties may be identical or substantially similar to your Output; and
  • Information that you share with the AI Tools may not be kept confidential, and you should not share any sensitive personal data, trade secrets, or proprietary or confidential information of third parties unless you are authorized to do so and accept the risk of such disclosure.

 

D.Third-Party Platform Integrations


The AI Tools may have the ability to integrate with or access content hosted on External Sites, including source code repository services such as GitHub and web applications designated by you (each, a "Connected Platform"). By connecting a Connected Platform to the AI Tools or otherwise granting the AI Tools access to content hosted on a Connected Platform, you represent and warrant that: (a) you have all rights, permissions, and authority necessary to grant the AI Tools access to the applicable repositories, content, and data on the Connected Platform, including by providing any login credentials, access tokens, or other authentication information (collectively, "Connected Platform Credentials"), and that in doing any of the foregoing you will not violate any applicable terms of service, license agreements, organizational policies, agreements with third parties, or rights of any third party; and (b) you are solely responsible for configuring the scope of access granted to the AI Tools and for ensuring that such access does not extend to repositories or content that you do not have authority to share. MuukLabs recommends that you create a dedicated account on any Connected Platform specifically intended for AI Tool integration, rather than providing access to an account used for other purposes. Notwithstanding any other provision of these Terms, Connected Platform Credentials are treated in accordance with our Privacy Policy.

You represent and warrant that you will not knowingly connect or grant the AI Tools access to any repository or content that contains malicious code, malware, or content designed to compromise, disrupt, or gain unauthorized access to the AI Tools, the Sites, or any systems of MuukLabs or its service providers. MuukLabs is not responsible for (a) any unauthorized access, data loss, or other issues arising from your connection of a Connected Platform to the AI Tools or from any acts or omissions of the Connected Platform provider, or (b) any failure of the AI Tools to detect, flag, or prevent malicious code, security vulnerabilities, or other threats in content accessed through or Output generated from a Connected Platform.

E. Disclaimers


AI Tools and all Output are provided on an "as is" and "as available" basis. For the avoidance of doubt, all warranty exclusions, limitations of liability, and indemnification provisions set forth elsewhere in these Terms apply in full to your use of the AI Tools, including your Input and any Output.


8. User Content; Your License to MuukLabs

A.  User Content Disclaimer

Certain features on our Sites may allow you to post, submit, transmit, upload, share, or make available (collectively, "submit") User Content. As used herein, "User Content" means any communications, images, comments, recordings, suggestions, questions, ideas, or other information, communications, or content submitted to or through the Sites other than Input.

User Content has not necessarily been reviewed or approved by MuukLabs, and we, therefore, make no representations or warranties as to the accuracy, reliability, completeness, timeliness, or any other aspect of any User Content. Any views or opinions expressed in User Content belong to the users who submitted the content and not to MuukLabs. Your reliance on any User Content is done entirely at your own risk. You understand and agree that we are not responsible for, and shall have no liability related to, any User Content, including your reliance on such content. If you post any User Content, you are entirely responsible for that content.

B.  User Content License

By submitting User Content, you automatically grant to MuukLabs a royalty-free, perpetual, irrevocable, worldwide, unlimited, non-exclusive license to (a) reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, display, and otherwise use and exploit such User Content in any manner throughout the world, in any media, form, or format, for any purpose, commercial or otherwise and (b) use your name in connection with your User Content when exercising the foregoing rights (the “User Content License”). We may sublicense these rights through multiple tiers of sublicenses.

You represent and warrant that (a) you own your User Content or (b) you have obtained all rights and permissions needed to grant the User Content License to MuukLabs and, if the latter, that you have not altered or deleted any legal notice or copyright information attached to the User Content by the owner of such content. You acknowledge that you are not entitled to any monetary payment or other consideration in connection with our use of your User Content pursuant to the User Content License.

User Content shall not be deemed confidential, and MuukLabs shall not have any obligation to keep any such content confidential. You acknowledge and agree that, under the User Content License, MuukLabs shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including developing, manufacturing, and marketing Products incorporating such information, all without any compensation or attribution to you.

 

C.  Private Submissions

Notwithstanding anything to the contrary in these Terms, the User Content License does not apply to personal information included in User Content that is not intended for public display ("Private Submissions"), such as personal information submitted when creating an Account. Personal information included in Private Submissions shall be treated in accordance with our Privacy Policy. However, personal information included in User Content that is intended for public display on the Sites remains licensed to us pursuant to the User Content License.

D.  Use of Third-Party User Content 

All User Content on the Sites is considered MuukLabs Content. As such, aside from the limited right to access and use the Sites and MuukLabs Content granted in the License, you may not make any use of User Content shared by another party without the prior written permission of the owner of such content.

9.  User Conduct

You agree not to submit any User Content or otherwise use the Sites in any manner that:

  • Is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, offensive, hateful, or discriminatory on the basis of race, ethnicity, nationality, age, sex, gender, or disability, or otherwise inappropriate or objectionable;
  • Interferes with or disrupts the Sites or the proper functioning of the Sites, or any computer software or hardware or telecommunications equipment that supports the Sites, in any way, including by means of software viruses or any other computer code, files or programs;
  • Causes MuukLabs to lose (in whole or in part) the services of our Internet service providers or other suppliers;
  • Infringes any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
  • Consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • Links to materials or other content, directly or indirectly, to which you do not have a right to link;
  • Copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Sites or any portion thereof; or
  • Violates, or encourages anyone to violate these Terms or any applicable local, state, national, or international law, regulation, or order.

We have the right, but not the obligation, to monitor, evaluate, and analyze any use of and access to the Sites for any reason, including for the purpose of determining and enforcing compliance with these Terms. Further, we shall be free to delete, remove, modify, or refuse to post any User Content if we determine (a) that the content violates these Terms, (b) that the content is stale or off topic for the applicable portion of the Sites, or (c) doing so is otherwise necessary or convenient in connection with our administration of the Sites.

We reserve the right to disclose any information, including your identity, Account information, and Site Activity, as we deem necessary to (a) enforce these Terms; (b) satisfy any applicable law, regulation, legal process, or governmental request; or (c) respond to claims that the Sites or your activities in connection therewith violate the rights of third parties.

You hereby waive any claims related to or resulting from any action or inaction of MuukLabs with respect to (a) monitoring the Sites; (b) deleting, removing, modifying, or refusing to post any User Content; (c) determining or enforcing compliance with these Terms; or (d) cooperating with law enforcement or a governmental request concerning any matter related to the Sites.

Notwithstanding the use restrictions in this Section 9, nothing in these Terms prohibits or restricts your ability to express or publish any review, performance assessment, or similar analysis (collectively, “Reviews”) about MuukLabs, its employees or agents, or its Products, to the extent that such Reviews are protected under applicable law, including any (a) “statement” protected by Cal. Civ. Code § 1670.8 or (b) “covered communication” as defined by the Consumer Review Fairness Act, 15 U.S.C.A. § 45b.

10.  Transactions

Users may be allowed to complete transactions on the Sites, including for the purpose of purchasing access to our Products (each, a “Transaction”). If you wish to engage in a Transaction, you will be asked to supply certain information, such as your name, payment method, and billing information (collectively, “Payment Information”).

The payment methods that we accept will be set forth on the Sites and may change from time to time. You represent and warrant that you have the legal right to use any payment method designated by you for a Transaction. You further agree to provide current, complete, and accurate Payment Information. You agree to promptly update your Account and Payment Information as necessary, so that we can process your Transactions and contact you as needed. By submitting any Payment Information, you grant to MuukLabs the right to provide such information to third parties for purposes of facilitating the Transaction. Verification may be required prior to acceptance or completion of a Transaction.

You agree to pay all charges incurred by you or on your behalf through the Sites at the price in effect when incurred. You are solely responsible for any taxes applicable to your Transactions, regardless of whether tax is included in the price presented on the Sites. All Transactions are non-refundable unless expressly stated otherwise. Further, it is your responsibility to comply with all laws applicable to your Transactions. Any offer made on the Sites is void where prohibited.

11.  Errors, Inaccuracies, and Omissions

MuukLabs attempts to be as accurate as possible and eliminate errors on the Sites. However, there may be information on the Sites that contains typographical errors, inaccuracies or omissions that may relate to our Products and their pricing, promotions, offers and availability. If any aspect of the Sites is not as described or pictured, your sole remedy is to terminate your use of the Sites and/or your subscription. We reserve the right to correct any errors, inaccuracies or omissions and to change or update the MuukLabs Content at any time without prior notice.

12.  Links To External Sites 

The Sites may contain links to External Sites. If you use these links, you are leaving the Sites and visiting a website or service operated by a third party. These Terms will not apply to your use of External Sites, and our Privacy Policy will not apply to information collected from you on External Sites. You should refer to the policies posted on External Sites before you use them.

We are not responsible for the availability of External Sites and we do not endorse the activities, content, products, or services provided on or through External Sites. Under no circumstances shall we be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any External Sites.

13.  Linking to the Sites

You are permitted to establish a hyperlink to the homepage of our websites, provided that (a) you do so in a manner that is legal and does not state or imply any endorsement of or affiliation with the originating website, application, or service (the “Originating Site”) by MuukLabs; (b) the Originating Site contains no content that you would be prohibited from submitting pursuant to these Terms or any applicable law; (c) the Originating Site is owned by you or you have express written consent from the owner to establish the link; and (d) you do not establish a deep-link or otherwise link to any page other than the homepage of the Sites. You agree to cooperate with us as requested to remove any links that we determine violate these Terms. We reserve the right to withdraw linking permission at any time and without notice.

14.  Privacy

Please read our Privacy Policy, which governs your submission of personal information through the Sites. The Privacy Policy is hereby incorporated into these Terms by reference.

Accordingly, by agreeing to these Terms, you are hereby representing to MuukLabs that you understand and accept how we collect, use, and disclose information concerning your use of the Sites, as set forth in our Privacy Policy. You understand and agree that (a) MuukLabs is justifiably relying on this representation in granting you access to the Sites and (b) if you later take legal action inconsistent with this representation, this will constitute evidence that your representation was false. In that case, MuukLabs may elect to terminate these Terms, without prejudice to our ability to seek damages resulting from your breach. If you do not agree to the practices described in our Privacy Policy, you may not use the Sites or provide us with any information.

15.  Disclaimer Of Warranties & Limitation of Liability

A.  Disclaimer of Warranties

To the fullest extent permitted under law, (a) the Sites are provided on an “as is” and “as available” basis and (b) MuukLabs expressly disclaims implied warranties of any kind with respect to the Sites, including any implied warranties of merchantability, satisfactory quality, accuracy, fitness for a particular purpose or need, or non-infringement. No oral or written information or advice given by MuukLabs or a representative shall create a warranty.

Without limiting the preceding paragraph, MuukLabs makes no representation or warranty that (a) the Sites will be free of errors or harmful components, timely, secure, or compatible with any particular systems or services; (b) the Sites will be uninterrupted or available at all times or locations of your choosing; (c) the MuukLabs Content will be accurate, complete, or reliable; (d) the Sites will meet your requirements or expectations or achieve any intended result; or (e) any errors on the Sites will be corrected. It is your responsibility to evaluate the accuracy, completeness or usefulness of the MuukLabs Content and to seek the advice of professionals, as appropriate, regarding the same.

B.  Limitation Of Liability

MuukLabs and its parents, subsidiaries, affiliates, successors, assigns, suppliers, and licensors, and each of their officers, shareholders, managers, employees, agents, directors, and licensees (collectively, the “Released Parties”) shall not be liable for any of the following types of damages arising with respect to your use of (or inability to use) the Sites: (a) indirect, incidental, special, punitive, consequential, statutory, or exemplary damages; (b) loss of profits, revenue, business, goodwill, use, or data, in all cases whether direct or indirect; (c) damages, including for any delay or failure in performance, arising from causes beyond the reasonable control of the Released Parties; (d) damages arising from the conduct of other users of the Sites or their User Content; or (e) damages relating to the delay, failure, interruption, disclosure, or corruption of any data or information transmitted in connection with the Sites.

Further, in no event shall the collective liability of the Released Parties in connection with any Dispute exceed the greater of (a) $250 USD or (b) the total amount paid by you to MuukLabs in the twelve (12) months preceding the date on which your claim arose (or, if the Dispute involves multiple claims, the date on which the first such claim arose).

The terms of this Section 15(B) shall apply to the fullest extent permitted by applicable law, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if any remedy fails of its essential purpose. You acknowledge and agree that the limitations of liability set forth in this Section 15(B) are fundamental elements of the basis of the bargain between you and MuukLabs, and that we would not be able to provide the Sites or any Products without such limitations.

C.  Additional Rights

For purposes of these Terms, “Warranty and Liability Exclusions” means any disclaimers of warranties and/or any exclusions, limitations, or caps on liability. Some jurisdictions do not permit the disclaimer of certain Warranty and Liability Exclusions. Accordingly, some of the Warranty and Liability Exclusions in these Terms might not apply to you, either in whole or in part. Nothing in these Terms seeks to impose Warranty and Liability Exclusions in a manner that is prohibited under applicable law. You agree, however, that all Warranty and Liability Exclusions in these Terms, whether in Section 15 or elsewhere, shall apply to the greatest extent permitted by applicable law.

16.  Indemnification

You agree to indemnify, hold harmless, and (at their option) defend the Released Parties from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to (a) User Content you submit; (b) your interactions with other users of the Sites; (c) your connection of any Connected Platform to the AI Tools or the content (i) made accessible through or (ii) delivered to any such Connected Platform; (d) any Input you submit to or make accessible to the AI Tools; (e) the content, function, or effects of any Output you execute or direct MuukLabs to execute on your behalf; or (f) your breach of these Terms or violation of any law or the rights of any third party.

The Released Parties shall have the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with us if and as requested by us in the defense and settlement of such matter. If a Released Party assumes defense and control of any such matter, this shall not relieve you of your indemnification obligations. You agree never to settle any matter for which your indemnification is required absent our prior written consent.

Separately, if you initiate, or threaten to initiate, any litigation, arbitration, or otherwise assert any claim against the Released Parties that is based or relies, in whole or in part, upon a repudiation or breach of any promises, representations, warranties, agreements, or consents that you have made or provided pursuant to these Terms (collectively “Prohibited Legal Actions”), you agree to indemnify the Released Parties from and against any liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to the Prohibited Legal Action or your threat of the same.

17.  Dispute Resolution and Agreement to Arbitrate

If there is any controversy, claim, action, or dispute arising out of or related to your use of the Sites, including any Products, or the breach, enforcement, interpretation, or validity of these Terms or any part of them (each, a “Dispute”), you and MuukLabs hereby agree to resolve the Dispute through the dispute resolution procedures set forth in this Section 17, even if the Dispute arose prior to the Effective Date of these Terms.

A.  Informal Resolution Process

You and MuukLabs agree to first attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve the Dispute informally. The party with the complaint (the “Complaining Party”) shall send written notice to the other party (the “Receiving Party”) describing the facts and circumstances of the Dispute (a “Dispute Notice”).

All Dispute Notices must: (a) be signed by the Complaining Party; (b) include the Complaining Party’s name, physical address, and email address; (c) describe with specificity the nature and basis of the Dispute in a manner sufficient for the Receiving Party to evaluate the merits of the Complaining Party’s individualized claim, and (d) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it. Each Dispute Notice is limited to a single Dispute between you and MuukLabs. As such, your Dispute and those of others may not be combined into a single Dispute Notice.

Dispute Notices shall be sent as follows:

  • To MuukLabs: You must send any Dispute Notices by (a) first-class or certified mail to 400 W North St, Apt. 1500, Raleigh, NC, 27603 and (b) email to info@muuklabs.com; and
  • To You: We will send any Dispute Notices by (a) first-class or certified mail to the address we have on file for you (if any) and (b) email to the email address we have on file for you (if any). If we do not have any address on file for you, or if we are, for any reason, unable to provide notice via the contact information on file, we reserve the right to provide notice by other reasonable means.

You and MuukLabs will attempt to resolve the Dispute through informal negotiation within sixty (60) days beginning on the date that a valid Dispute Notice is sent (the “Informal Negotiation Period”). During the Informal Negotiation Period, you and MuukLabs are required to conduct an individual meet-and-confer in person, or via teleconference or videoconference, that addresses only the Dispute between you and MuukLabs (the “Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to participate. MuukLabs will participate in the Conference through one or more representatives, which may include our counsel.

Both you and MuukLabs agree that the foregoing dispute resolution procedure (the “Informal Resolution Process”) is a condition precedent that must be satisfied before initiating any arbitration or litigation or otherwise filing any formal claim against the other party. If any aspect or requirement of the Informal Resolution Process has not been completed, the parties agree that (a) a court of competent jurisdiction can enjoin the filing or prosecution of any arbitration or litigation and (b) unless prohibited by law, no arbitration administrator shall administer any arbitration or demand fees in connection with the Dispute.

B.  Individual Arbitration

If any Dispute cannot be resolved by the Informal Resolution Process, you agree that the Dispute shall be resolved exclusively through binding arbitration on an individual basis. Arbitration on an individual basis means that neither party will have, and that we each hereby waive, the right for a judge or jury to decide its claims or to proceed in a class, consolidated, or representative capacity. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights.

All such disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules then in effect, as modified by these Terms, before one arbitrator to be mutually agreed upon by both parties (a Dispute submitted to JAMS being a “Demand for Arbitration”). The arbitration shall be conducted in compliance with JAMS’ Consumer Arbitration Minimum Standards (www.jamsadr.com/consumer-minimum-standards) (“Minimum Standards”) if it is determined by JAMS or the arbitrator that the Minimum Standards are applicable to the Dispute. The location of any hearings will be determined by the applicable JAMS rules, provided that if the claim is for $5,000 or less, you may choose to (a) have the arbitration conducted solely on the basis of the documents submitted to the arbitrator or (b) hold a hearing by teleconference or videoconference.

C.  Mass Arbitration

If you or MuukLabs files a Demand for Arbitration that is one of twenty-five (25) or more similar Demands for Arbitration filed by parties represented by the same law firm or law firms acting in coordination (a “Mass Arbitration”), the arbitration of the Dispute, and all other Disputes constituting the Mass Arbitration, shall be conducted in accordance with the JAMS Mass Arbitration Procedures and Guidelines, including the JAMS Mass Arbitration Fee Schedule (the “Mass Arbitration Rules”). The Mass Arbitration Rules are available at www.jamsadr.com/mass-arbitration-procedures.

Notwithstanding anything to the contrary in these Terms, you and MuukLabs agree that, in the event of a Mass Arbitration, any issues arising under or relating to (a) the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable or (b) the jurisdiction of the arbitrator, including any objections with respect to the existence, scope, or validity of this Section 17 or the arbitrability of any claim or counterclaim, shall be decided by a court of competent jurisdiction.

D.  Exceptions

In lieu of the dispute resolution procedures in Section 17(A)-(C), you or MuukLabs may (a) bring a claim or elect to resolve a Dispute in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply, so long as the action is litigated exclusively in small claims court and is not removed or appealed to a court of general jurisdiction; and (b) file a claim in court to (i) enjoin the infringement or other misuse of its intellectual property rights or (ii) seek a declaration that the other party is in breach of these Terms. You and MuukLabs agree that, to the extent permitted by applicable law, any claims referenced in the preceding sentence must be brought and maintained on an individual basis.

In addition, nothing in these Terms prohibits you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

18.  Choice Of Law and Forum

A. Choice of Law

These Terms and your use of the Sites are governed by the laws of the United States and the state of North Carolina, without giving effect to any conflict of laws principles. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act, 9 U.S.C., §§ 1-16.

B. Choice of Forum

Except for disputes or claims properly lodged in a small claims court in the United States, any disputes or claims not subject to arbitration pursuant to Section 17, including those referenced in Section 17(D), shall be resolved by a court located in North Carolina and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

19.  Termination

These Terms will continue to apply until terminated by either you or MuukLabs. We may terminate these Terms, or suspend or terminate your access to the Sites, at any time (a) if we believe you have breached these Terms, (b) if we stop providing the Sites or any material component thereof, or (c) as we believe necessary to comply with applicable law. You may terminate these Terms at any time by discontinuing your use of the Sites and, if applicable, deleting your Account. If you need assistance deleting your Account, please contact us using the contact information provided in Section 22.

If you or we terminate these Terms, or if we suspend or terminate your access to the Sites, you agree that (a) your right to access and use the Sites ceases immediately; (b) we shall have no liability to you in connection with the same; and (c) except as expressly provided otherwise by MuukLabs, we will not refund any amounts that you have already paid to us. Notwithstanding the preceding sentence, if you voluntarily terminate these Terms, and you are not barred from using the Sites by MuukLabs or applicable law, you are permitted to resume use of the Sites at a later date. You agree that any such resumed use of the Sites constitutes your renewed acceptance of the then-current version of these Terms.

The following provisions shall survive the termination of these Terms: Sections 5 (excluding the License), 6, 7, 8, 9, 10, 15, 16, 17, 18, and 21, as well as any other provisions of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.

20.   Changes to the Sites

We reserve the right to modify, restrict access to, suspend, or discontinue the Sites, or any portion of the Sites, at any time and at our sole discretion, and you agree that MuukLabs shall not be liable for any such actions. These Terms shall automatically apply to all improvements and modifications to the Sites.

21.   Miscellaneous

A. Interpretation

In these Terms, the words “include,” “includes,” and “including” are used in an illustrative sense and shall be construed as if followed by “without limitation,” and the term “or” shall not be exclusive. Titles and headings to sections herein are included for convenience only and are not intended to affect the meaning or interpretation of these Terms. Any limited or specific disclaimers or limitations of liability found in these Terms shall not limit the effect, force, or breadth of any more general disclaimers or limitations of liability in these Terms. When these Terms refer to a decision or action that will or may be made or taken by MuukLabs, such decision or action shall be made, taken, or refrained from in our sole discretion and judgment.

B.  Waiver

The failure of you or MuukLabs to exercise or enforce any legal right or remedy which is available to it under these Terms shall not be taken to be a formal waiver of such right or remedy.

C.  Severability

If any provision of these Terms is held to be invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

D.  Entire Agreement

These Terms set forth the entire understanding and agreement between us with respect to your use of the Sites.

E.  Assignment

You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.

F.  No Relationship

These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or agent relationship between you and MuukLabs.

G. Jurisdictional Compliance

MuukLabs controls and operates the Sites from within the United States and makes no representation or warranty that the Sites are appropriate or available for use or access in any location outside of the United States. Anyone using or accessing the Sites from outside the United States does so on their own risk and is responsible for compliance with all applicable laws and regulations, including U.S. and international export control laws and regulations.

H. Notice to California Residents

IF YOU ARE A CALIFORNIA RESIDENT, WITH RESPECT TO ANY WARRANTY AND LIABILITY EXCLUSIONS IN THESE TERMS, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

I. Admissibility

You agree that all agreements, notices, disclosures, and other communications that MuukLabs provides to you (a) via a notice on the Sites or (b) an email to an address that we have on file for you will satisfy any legal requirement that such communications be in writing. You further agree that a printed version of these Terms and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings (including arbitration) based upon or relating to these Terms or your use of the Sites to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

22.   Contact Us

If you have any questions, comments or concerns about these Terms, please contact us at info@muuklabs.com.

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