Migo Terms and Conditions of Use

1. INTRODUCTION AND SCOPE

Welcome and thank you for your interest in the Migo application (“Migo” or the “App”) and Vectorscale Technologies LLC ("we," "us," or "our").

1.1 Scope. These Terms of Use ("Terms of Use" and together with any applicable Supplemental Terms (as defined in Section 1.9), the "Agreement") govern your use of: (1) the websites located at https://heymigo.ai/ and their related subdomains (collectively, the "Website"), (2) our mobile application (the "App"), and (3) the services, content, and features available through our Website or App, including our AI-powered chatbots, matching services, and any content or services enabled thereby (collectively with the Website and App, the "Service").

1.2 Service Description. The Service includes our proprietary matching system that uses AI-powered chatbots and human review to understand user preferences and facilitate connections between potentially compatible users for friendship and dating purposes. The Service may analyze your interactions, preferences, and other information you provide to generate recommendations and facilitate introductions. Our AI chatbots may collect, analyze, and respond to user prompts and requests to provide automated suggestions regarding dating and social interactions.

1.3 Entertainment Purposes Only. PLEASE NOTE THAT OUR SERVICE, INCLUDING THE AI CHATBOTS, IS FOR ENTERTAINMENT PURPOSES ONLY. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THE APP OR ELSEWHERE, THE SERVICE DOES NOT PROVIDE, AND DOES NOT PURPORT TO PROVIDE, ANY PROFESSIONAL COUNSELING, THERAPY, MEDICAL OR MENTAL HEALTH SERVICES OR ADVICE. THE SERVICE DOES NOT INCLUDE ANY SERVICES REQUIRING PROFESSIONAL LICENSURE AND WE DO NOT REPRESENT THAT ANY SERVICE IS OPERATING UNDER ANY LICENSING AUTHORITY.

1.4 Emergency Situations. DO NOT USE OUR SERVICE FOR EMERGENCIES OR CRISIS SITUATIONS. IF YOU ARE EXPERIENCING A MEDICAL OR BEHAVIORAL HEALTH EMERGENCY, YOU SHOULD IMMEDIATELY CALL "911" OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.

1.5 Acceptance of Terms. PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICE IN ANY WAY, INCLUDING DOWNLOADING THE APP, REGISTERING AN ACCOUNT, OR CLICKING ANY "I ACCEPT" BUTTON, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

1.6 Subscription and Autorenewal Notice. IF YOU PURCHASE A SUBSCRIPTION TO THE SERVICE FOR A TERM (THE "INITIAL TERM"), YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT OUR THEN-CURRENT FEE UNLESS YOU OPT OUT OF AUTOMATIC RENEWAL.

1.7 Arbitration Notice. YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1.8 SUPPLEMENTAL TERMS. Your use of certain features and functionality of the Service may be subject to additional terms ("Supplemental Terms"). Such Supplemental Terms will either be set forth within the applicable feature or service, or will be presented to you for acceptance when you access such feature or service. If these Terms of Use conflict with any Supplemental Terms, the Supplemental Terms will control with respect to that specific feature or service.

2. ELIGIBILITY AND REGISTRATION

2.1 Eligibility Requirements. To use the Service, you must: (a) be at least 18 years old or the age of majority in your jurisdiction, whichever is higher; (b) have the legal capacity to enter into a binding contract with us under applicable laws; (c) reside in a jurisdiction where the Service is available; (d) not be prohibited from using the Service under applicable laws; (e) not be a convicted sex offender or required to register as a sex offender; (f) not have been previously banned, removed, or suspended from the Service; (g) not be listed on any government sanctions lists; and (h) comply with this Agreement and all applicable local, state, national, and international laws and regulations.

2.2 Account Creation. To access certain features of the Service, you must register for an account ("Account"). You may create an Account by: (a) completing the registration process with email verification; (b) connecting through your account on certain third-party social media platforms ("Social Media Account"); (c) phone number verification; or (d) using other authorized authentication methods we may provide.

2.3 Identity and Profile Requirements. You agree to: (a) provide accurate, current, and complete information during the registration process; (b) use your real name and actual likeness in your profile; (c) not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity; (d) maintain and promptly update your registration information to keep it accurate, current, and complete; (e) maintain only one active Account at any time; and (f) not create an Account or use the Service for any fraudulent or misleading purposes.

2.4 Social Media Account Connection. If you choose to connect your Account with a Social Media Account: (a) you authorize us to access and use certain information from your Social Media Account as permitted by the functionality of such platform and your privacy settings; (b) you understand that your relationship with the social media platforms associated with your Social Media Account is governed solely by your agreements with those platforms; and (c) you are responsible for any information imported from your Social Media Account.

2.5 Account Security and Responsibilities. You are responsible for and explicitly accept responsibility for: (a) maintaining the confidentiality of your Account password and credentials; (b) restricting access to your Account; (c) all activities that occur under your Account; (d) immediately notifying us of any unauthorized use of your Account, suspicious activities, or other security breaches; (e) ensuring that you exit from your Account at the end of each session; (f) using secure and up-to-date devices and internet connections to access the Service; and (g) not sharing verification codes, temporary passwords, or other security-related communications from us with any third party.

2.6 Account Restrictions. You agree that you will not: (a) create more than one Account; (b) create an Account for anyone other than yourself; (c) transfer or sell your Account to another person; (d) share your Account or password with any third party; (e) use another user's Account without permission; or (f) attempt to circumvent any Account verification processes.

We reserve the right to remove or reclaim any username at any time and for any reason, including but not limited to claims by a third party that a username violates such third party's rights. We also reserve the right to verify your identity and account information at any time through various means, including but not limited to requesting government-issued identification or other documentation.

3. AI AND CHATBOT SERVICES

3.1 AI Service Description. Our Service utilizes AI-powered chatbots and other artificial intelligence tools (collectively, the "AI Tools") to: (a) collect and analyze user preferences, interests, and behavioral patterns; (b) facilitate conversations and provide automated advice regarding dating and social interactions; and (c) power our matching and recommendation systems.

3.2 Entertainment Purposes Only. The chatbot and AI Tools are provided for entertainment purposes only. The Service does not provide, nor purport to provide, any professional advice, counseling, therapy, or licensed services of any kind. You acknowledge that our chatbots are not licensed coaches, therapists, or professional advisors.

3.3 AI Data Usage and Training. (a) By using the Service, you acknowledge and agree that we may share your inputs, preferences, interactions, and other information with the AI Tools, including third-party AI service providers, to process your requests and generate responses, analyze patterns, and improve the Service. (b) You understand and agree that: Your interactions may be used to train and improve the underlying artificial intelligence models and algorithms Third-party providers of AI services are not required to maintain the confidentiality of your information The AI Tools may retain certain rights to use or disclose your information to further train their algorithmic models Additional license requirements from third-party AI service providers may apply

3.4 AI Output Disclaimers. (a) No Guarantee of Accuracy. The AI Tools utilize artificial intelligence to communicate with you and may provide information that is inaccurate, inappropriate, or unsuitable for your needs. All outputs are provided "as is" and "with all faults," without any warranties of accuracy, completeness, truthfulness, timeliness, or suitability. (b) User Responsibility. You assume sole responsibility for: Your use of and reliance on any AI-generated content Any actions or decisions you make based on AI outputs Reviewing outputs for accuracy and appropriateness before use Ensuring your use complies with applicable laws and regulations (c) Evolving Technology. Laws and regulations governing the use of generative artificial intelligence are rapidly evolving. We do not guarantee that your use of the AI Tools or any outputs will comply with current or future laws and regulations. You are solely responsible for ensuring your use of the Service and any outputs complies with all applicable laws.

3.5 Third-Party AI Services. Our Service may utilize third-party artificial intelligence platforms and services. We are not responsible for any third-party AI service's use of your information or any service interruption, discontinuation, or modification. You assume all risks associated with the use of such third-party AI services.

4. MATCHING AND INTRODUCTION SERVICES

4.1 Matching Process. Our Service includes a matching system that uses: (a) AI-powered analysis of user preferences, interests, and behavior patterns (b) Proprietary algorithms to identify potential compatibility (c) Human review and moderation where applicable to facilitate introductions between users who may be compatible for friendship or dating purposes.

4.2 No Compatibility Guarantees. (a) NO GUARANTEED OUTCOMES. We do not guarantee or make any representations regarding the likelihood or certainty of any particular outcome from using our Service. Specifically, we cannot and do not guarantee that you will be matched with other users, the frequency or number of matches you may receive, the accuracy or suitability of any matches, your satisfaction with any matches, or that any match will result in friendship, dating, or any other relationship. (b) NO LIABILITY FOR MATCHES. We make no representations about the suitability, reliability, timeliness, or accuracy of any match or any other user. We are not responsible for the conduct or compatibility of any users, the accuracy of information provided by users, any interactions between users (whether online or offline), or any disputes or issues between matched users. You acknowledge that we do not conduct background checks on all users and you are solely responsible for your interactions with other users.

4.3 Geographic Limitations. Our matching services are only available in certain geographic locations within the United States of America. The list of eligible locations is available on the Service and may be updated from time to time. You may not use the matching services if you do not reside in an eligible location.

5. CONTENT TYPES AND RIGHTS

5.1 User Input and Content. (a) Definition. "Input" means any prompts, comments, questions, or other information you provide to the Service, including interactions with our Chatbot. "User Content" means any information, data, text, files, images, messages, or other materials that you upload, share, post, or transmit through the Service. (b) Ownership. You retain ownership of your Input and User Content, subject to the licenses granted herein. (c) License Grant. You grant us a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, copy, modify, adapt, distribute, publish, and create derivative works from your Input and User Content for: Operating and providing the Service Training and developing AI systems and machine learning algorithms Improving pattern recognition and natural language processing Marketing and promotional purposes Any other purpose related to our business

5.2 AI-Generated Content and Output. (a) Definition. "Output" means any content, recommendations, responses, or other materials generated by our Service, including our Chatbot and AI Tools, based on user Input. (b) Nature of AI Output. Output may not be unique and may be similar or identical across users We make no claims about intellectual property rights in Output We do not guarantee exclusive ownership or rights to use Output Output may incorporate third-party intellectual property We do not warrant the accuracy, completeness, or suitability of any Output (c) Usage and Risks. You are solely responsible for reviewing and evaluating any Output before use. We are not liable for any infringement, misuse, or consequences of using Output. You assume all risks associated with using Output and must comply with all applicable laws when using Output.

5.3 Member Content. (a) Definition. "Member Content" means content provided by other users of the Service. (b) Permitted Uses. You may only use Member Content for personal, non-commercial purposes in connection with using the Service and as permitted by these Terms and applicable law. (c) Prohibited Uses. You may not use Member Content for commercial purposes, to harass, stalk, or threaten other users, to collect or store personal information about other users, or to reproduce or redistribute Member Content without authorization.

5.4 Company Content. (a) Ownership. Except for User Content, Member Content, and Output, all content on the Service, including but not limited to software, text, graphics, designs, interfaces, logos, and trademarks ("Company Content") is owned by us or our licensors. (b) License to Users. We grant you a limited, non-exclusive, revocable license to access and use Company Content solely for personal, non-commercial use, purposes directly related to using the Service, and uses expressly permitted by these Terms.

6. PROHIBITED CONTENT AND BEHAVIOR

6.1 Content Restrictions. You must not post, upload, share, or transmit any content through the Service that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, pornographic, offensive, or profane. The Service prohibits any content that promotes or contains hate speech, discrimination, or bigotry based on race, ethnicity, religion, gender, sexual orientation, disability, age, or physical appearance. Users shall not share content that contains or promotes violence, gore, graphic content, terrorist content, or extremism. Any content that infringes or misappropriates any third party's intellectual property rights, privacy rights, publicity rights, or other proprietary rights is strictly prohibited. Users shall not upload or transmit any viruses, malware, spyware, or other malicious computer programming codes intended to damage the Service. The Service strictly prohibits the disclosure of personal information, including financial, medical, or other sensitive personal information; government-issued identification numbers, passport numbers, or social security numbers; third-party personal information without explicit consent; and private contact details in public profiles or communications. Additionally, users shall not engage in unauthorized commercial activities through the Service, including posting advertisements or promotional materials without express permission, operating contests, sweepstakes, gambling, or pyramid schemes, sending spam or unsolicited commercial messages, or sharing links to commercial websites or premium services.

6.2 Behavioral Restrictions. Users of the Service shall not engage in harassment or stalking behavior. This prohibition includes making unwanted contact or advances toward other users, following, monitoring, or surveilling other users, creating multiple accounts to circumvent blocks or restrictions, and publishing or threatening to publish private information about others. The Service prohibits fraudulent or deceptive activities, including misrepresenting one's identity, age, or information; creating fake profiles or impersonating others; making false claims or misrepresentations about oneself or others; operating scams or deceptive practices; and manipulating platform features or functionality. Users shall not abuse or misuse the Service's AI chatbot features. Prohibited conduct includes attempting to manipulate or deceive the AI system, using the AI chatbot to generate harmful, offensive, or inappropriate content, training the AI system with false or misleading information, or attempting to extract unauthorized information through the AI system.

6.3 Technical Restrictions. The Service prohibits the use of any automated means or interface not provided by us to access the Service or to extract data. This includes using bots, scripts, or automated methods of interaction; employing data mining, scraping, or data extraction techniques; or creating artificial likes, matches, or automated interactions. Users shall not interfere with or disrupt the Service, servers, or networks by attempting to bypass security measures, introducing malware, viruses, or harmful code, modifying or decrypting Service communications, or accessing non-public areas or interfaces. Furthermore, users are prohibited from attempting to decompile, reverse engineer, disassemble, or otherwise discover the source code or underlying algorithms of the Service or its AI features.

6.4 Violations and Enforcement. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this section. Such enforcement actions may include removing prohibited content, suspending or terminating accounts, and reporting violations to law enforcement authorities. We may take these actions without prior notification to you. In the event of repeated or severe violations, we may permanently ban users from accessing the Service and pursue all available legal remedies.

7. SAFETY AND SECURITY

7.1 Background Checks. YOU UNDERSTAND THAT Vectorscale Technologies LLC DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR ANY OTHER FORM OF BACKGROUND SCREENING ON ITS USERS. Vectorscale Technologies LLC DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS, CLAIMS, OR IDENTITY OF ANY USERS. Vectorscale Technologies LLC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, IDENTITY, INTENTIONS, LEGITIMACY, OR COMPATIBILITY OF ANY USERS. WHILEVectorscale Technologies LLC RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTRY SEARCHES) AT ANY TIME USING AVAILABLE PUBLIC RECORDS, IT HAS NO OBLIGATION TO DO SO. YOU SHOULD NOT RELY ON ANY FUTURE POSSIBILITY OF SUCH CHECKS BEING CONDUCTED. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS.

7.2 User Interaction Safety. For your safety when meeting anyone in person who you met through our Service, you acknowledge and agree to the following meeting guidelines: You should always meet in a safe, public, well-lit place for your initial meetings. You should inform a trusted friend or family member about your plans, including when and where you're meeting. You are responsible for arranging your own transportation to and from any meeting. You should remain in public places and maintain control of your own environment. You should not share private details such as your home or work address until you have established sufficient trust with the other person. You should trust your instincts and immediately leave any situation that makes you uncomfortable.

7.3 Personal Information Protection. You understand and acknowledge that protecting your personal information is critical to your safety. You should maintain the privacy of your sensitive personal information and not share financial information or send money to other users under any circumstances. You should protect access to your personal contact information until you have established sufficient trust. You should exercise caution regarding the sharing of photos or information that could reveal your location or daily routines. We strongly recommend using the messaging features within our Service rather than moving to personal communication channels until you have established sufficient trust with another user.

7.4 Risk Acknowledgment and AI Interaction. You expressly understand and agree that Vectorscale Technologies LLC cannot guarantee or verify any user's identity or representations. You acknowledge that our Service utilizes AI chatbots and artificial intelligence tools to learn about users and facilitate connections. The information provided by these AI systems is for entertainment purposes only and should not be considered as professional advice or guaranteed accurate information about other users. All user interactions, whether with other users or AI systems, and whether online or offline, are solely at your own risk. You are solely responsible for taking appropriate safety precautions when interacting with others. Vectorscale Technologies LLC is not responsible for the conduct of any users or the accuracy of any AI-generated content or recommendations. You agree to promptly report to us any user who violates our terms or behaves inappropriately.

7.5 Platform Security and Breach Notification. We implement and maintain commercially reasonable security measures designed to protect your personal information, including industry-standard encryption for data transmission and secure server infrastructure. We maintain breach detection systems and security monitoring. In the event of a security incident affecting your personal information, we will provide prompt notification including details of affected information, steps taken to address the breach, and recommended user actions. You are responsible for maintaining the security of your account credentials and implementing available security features such as two-factor authentication when offered.

8. PRIVACY AND DATA USAGE

8.1 Data Collection. (a) User Information. We collect information you provide directly to us, including without limitation your registration and profile information, account credentials, usage patterns and preferences, device information, location data, communication content, and payment information necessary to process any transactions through the Service. (b) AI Interaction Data. Through your use of our Service, including any interaction with our chatbots or AI features, we collect and process interaction data including but not limited to conversation content, response patterns, feature usage statistics, and behavioral analytics. Such data may be used to improve and customize your experience with the Service. (c) Location Data. The Service collects location information through various means, including GPS coordinates, IP addresses, and other location-identifying technologies when you enable such features. This may include information about nearby Wi-Fi access points and Bluetooth signals when such features are enabled on your device. You acknowledge that certain features of the Service require location data to function properly, and disabling location services may limit your access to certain features.

8.2 Data Usage. (a) Service Operation. We use collected data to operate, maintain, and provide you with the features and functionality of the Service, including without limitation user authentication, profile matching, feature delivery, content moderation, and security monitoring. This processing is necessary for the legitimate operation of our Service. (b) AI Training and Development. You acknowledge and agree that we may use data collected through the Service, including your interactions with our AI features, to train, develop, and improve our artificial intelligence systems and algorithms. This includes, but is not limited to, pattern recognition, response optimization, and recommendation system enhancement. (c) Service Enhancement. We may use collected data to develop and enhance the Service, including analyzing user experience, identifying and fixing technical issues, optimizing performance, and personalizing content delivery. This processing is conducted under legitimate business interests to improve our Service.

8.3 Third-Party Sharing. (a) Service Providers. We may share your information with third-party service providers who assist in operating our Service, processing payments, providing cloud services, analyzing usage data, and providing customer support. These service providers are contractually bound to use the information only as necessary to provide their respective services to us. (b) AI Service Providers. In connection with our AI features, we may share certain data with AI service providers for the purposes of training, optimization, and development of AI models and systems. Such sharing shall be subject to appropriate data protection agreements and shall be used solely for the improvement and operation of our Service. (c) Legal and Safety Compliance. We may share your information if required to do so by law or in response to valid requests from law enforcement or other governmental authorities. We may also share information when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, respond to a government request, or comply with applicable laws and regulations.

8.4 Data Retention and User Rights. We retain your information for as long as necessary to provide you with the Service and fulfill the purposes described in this Agreement. You may have certain rights regarding your information, including the right to access, correct, or delete personal information we hold about you, subject to our legitimate business interests and legal requirements.

9. PAYMENT TERMS

9.1 Subscription Services. (a) Pricing and Plans. We offer various subscription tiers with different features and pricing. The current fee schedule, including any promotional pricing, is available within the Service. All fees are subject to applicable taxes and governmental charges. Promotional pricing is subject to specific terms and conditions provided at the time of offer. We reserve the right to modify our pricing and plans at any time in accordance with this Agreement. (b) Subscription Period. Each subscription begins on the date of your initial purchase and continues for the term specified in your selected plan. Unless otherwise specified at the time of purchase, subscriptions automatically renew for additional periods equal to the original subscription term unless cancelled in accordance with this Agreement. We may require minimum commitment periods for certain subscription tiers. (c) Autorenewal. Your subscription will automatically renew at the end of each subscription period unless you opt out of automatic renewal through your Account settings or by contacting our support team.

9.2 Payment Processing. (a) Payment Service Provider. We use third-party service providers for payment services, including card acceptance, merchant settlement, and related services ("Payment Service Provider"). By providing payment information, you authorize our Payment Service Provider to verify and process your payment. Online payment transactions may be subject to additional validation checks by our Payment Service Provider and your card issuer. (b) Payment Methods. We accept payment through various methods as specified within the Service, including credit/debit cards, platform-specific payment systems, and other authorized payment methods. For payments made through mobile platforms or app stores, the platform provider's payment terms will apply in addition to this Agreement. (c) App Store Purchases. For purchases made through the Apple App Store or Google Play Store, the respective platform's payment terms and conditions will apply to the transaction. You acknowledge that these platforms may collect and process payments directly, and we have no control over their payment processing or refund policies.

9.3 Cancellation and Refunds. (a) Cancellation Process. You may cancel your subscription through your Account settings or by contacting our support team. Upon cancellation, you will maintain access to subscription features through the end of your current billing period. We may retain certain account data as required by law or as specified in our Privacy Policy. (b) Refund Policy. Unless otherwise required by law, subscription fees are non-refundable except in specifically defined circumstances. When refunds are issued, they will be processed through the original payment method where possible. Processing fees and platform fees may not be refundable. Partial refunds may be issued on a prorated basis as determined by us.

10. COMMUNICATIONS AND MARKETING

10.1 By using the Service, you agree to receive communications from us, including: (a) Push Notifications. After downloading the App, you will be presented with the option to accept or deny push notifications. If you deny permission, you will not receive push notifications through the Service. If you accept, notifications will be automatically sent to you, including communications related to matches, Service updates, and AI chatbot interactions. You may subsequently opt out of push notifications at any time by adjusting your Device settings. You acknowledge that disabling push notifications may impact the functionality of certain Service features. (b) Email Communications. You agree to receive email communications from us, including Service notifications, match updates, AI interaction summaries, marketing communications, security alerts, and administrative messages. These communications are considered part of the Service, though you may opt out of marketing communications specifically. You may unsubscribe from marketing emails by following the unsubscribe instructions provided in any marketing email, adjusting your Account settings, or contacting us at support@heymigo.ai. Please note that even if you opt out of marketing communications, you will continue to receive administrative and Service-related communications necessary for the operation of your Account.

11. LIMITATION OF LIABILITY AND WARRANTIES

11.1 Disclaimer of Warranties. THE SERVICE, INCLUDING ALL CONTENT, FEATURES, AND FUNCTIONALITY, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. Vectorscale Technologies LLC AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Vectorscale Technologies LLC MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. YOU SPECIFICALLY ACKNOWLEDGE THAT AI CHATBOTS PROVIDED BY Vectorscale Technologies LLC AND MATCHING ALGORITHMS ARE PROVIDED "AS IS" AND Vectorscale Technologies LLC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF ANY AI-GENERATED CONTENT, MATCHES, OR RECOMMENDATIONS.

11.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Vectorscale Technologies LLC, ITS AFFILIATES, EMPLOYEES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM THE SERVICE; OR (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL Vectorscale Technologies LLC'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID Vectorscale Technologies LLC IN THE LAST 3 MONTHS.

11.3 Force Majeure. Vectorscale Technologies LLC shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, epidemic, riots, embargos, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

11.4 User Indemnification. You agree to defend, indemnify, and hold harmless Vectorscale Technologies LLC and its affiliates, directors, officers, employees, agents, partners, and licensors from and against any claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms; (c) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your content caused damage to a third party.

12. DISPUTE RESOLUTION

12.1 Agreement to Arbitrate. You and Vectorscale Technologies LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or your use of the Service shall be resolved by binding arbitration on an individual basis in accordance with these Terms. You acknowledge and agree that you and Vectorscale Technologies LLC are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

12.2 Pre-Arbitration Dispute Resolution. Before beginning an arbitration proceeding, you agree to first contact us at support@heymigo.ai and attempt to resolve the dispute informally. If the dispute is not resolved within sixty (60) days of submission, you may commence arbitration proceedings.

12.3 Class Action and Jury Trial Waiver. YOU AND Vectorscale Technologies LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Vectorscale Technologies LLC agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

12.4 Survival. This Dispute Resolution section shall survive any termination of your account or the Service.

13. INTELLECTUAL PROPERTY

13.1 Ownership and Rights All trademarks, logos, service marks, and trade names displayed on the Service are registered or unregistered trademarks of Vectorscale Technologies LLC or third parties who have authorized their use (collectively "Marks"). You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify these Marks in any way without our prior written consent. The Service, including but not limited to its code, interfaces, content, and functionality, is owned by Vectorscale Technologies LLC and protected by international copyright, trademark, and other intellectual property laws.

13.2 User Content License By submitting, posting, or displaying any content, data, information, messages, or materials ("User Content") on the Service, you grant Vectorscale Technologies LLC a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable (through multiple tiers) license to use, copy, reproduce, process, adapt, modify, create derivative works from, publish, transmit, display, and distribute such User Content in any and all media or distribution methods now known or later developed. This license includes the right for Vectorscale Technologies LLC to provide, promote, and improve the Service and to make User Content submitted to or through the Service available to other companies, organizations, or individuals for the syndication, broadcast, distribution, promotion, or publication of such User Content.

13.3 AI Training and Usage Rights You acknowledge that the Service utilizes artificial intelligence and machine learning algorithms that may be trained using User Content. By using the Service, you grant Vectorscale Technologies LLC the right to use your User Content to train, develop, enhance, and improve the Service's artificial intelligence features, algorithms, and related technologies. This includes using your interactions with AI chatbots to improve response accuracy and personalization capabilities.

13.4 Copyright Infringement Claims If you believe that any content on the Service infringes upon your copyright, please submit a written notification ("Takedown Notice") to our designated Copyright Agent containing the following information: a) A physical or electronic signature of a person authorized to act on behalf of the copyright owner; b) Identification of the copyrighted work claimed to have been infringed; c) Identification of the material that is claimed to be infringing and its location on the Service; d) Your contact information, including address, telephone number, and email; e) A statement that you have a good faith belief that the use is not authorized by the copyright owner; and f) A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

13.5 Repeat Infringer Policy In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws, Vectorscale Technologies LLC maintains a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers of intellectual property rights.

14. TERMINATION

14.1 Termination by User You may terminate your account and these Terms at any time by: a) Deleting your account through the Service interface. Any fees paid prior to termination are non-refundable except as expressly provided in these Terms or required by applicable law.

14.2 Termination by Vectorscale Technologies LLC We reserve the right to suspend or terminate your account and access to the Service, at any time and for any reason, including but not limited to: a) Violation of these Terms b) Conduct we determine to be harmful to other users, third parties, or our business interests c) Suspected fraudulent, abusive, or illegal activity d) Extended periods of inactivity e) Upon request by law enforcement or other government agencies.

14.3 Effect of Termination Upon termination of your account: a) Your right to access and use the Service will immediately cease b) We may delete or deactivate your account and all related information and files c) We may retain certain data as required by law or as necessary for our legitimate business purposes d) Any outstanding payments or obligations will become immediately due.

14.4 Post-Termination Data Retention Following termination: a) We may retain certain anonymized or aggregated data for analytical and service improvement purposes, b) We will maintain any information required by law or necessary to prevent fraud or future abuse, c) All licenses granted to us regarding User Content will survive termination.

15. MODIFICATIONS AND UPDATES

15.1 Changes to Terms. We may modify, update, or change these Terms ("Changes") at any time. When Changes are made: (a) We will post the updated Terms on the Service and update the "Last Updated" date at the top of these Terms. (b) For material Changes affecting your rights or obligations, we will provide notice through one or more of the following methods: notifications within the Service interface, electronic communications to your registered email address, push notifications to your mobile device (where enabled), or prominent banner notifications displayed on the Service. (c) Unless otherwise stated in such update, Changes will be effective immediately for all users. For material Changes, we may specify a different effective date in our notification and may require you to provide express consent to the updated Terms in a specified manner before further use of the Service is permitted.

15.2 Service Modifications. The Service, including our artificial intelligence chatbot functionality and matching algorithms, is continuously evolving. We reserve the right to, in our sole discretion and without prior notice: (a) Add, modify, suspend, or remove any feature, functionality, or content within the Service; (b) Update, modify, or discontinue any aspect of the Service, including any Subscription offerings; (c) Impose new or modify existing limitations or restrictions on the use of the Service; (d) Update or modify our artificial intelligence models, algorithms, or matching methodologies; (e) Make technical adjustments or improvements to enhance user experience or Service performance. We make no commitment to maintain any particular feature, functionality, or aspect of the Service, and may take any of the above actions at any time. Any such modifications may affect your ability to access or use certain features of the Service.

15.3 User Acceptance and Rejection. If you do not agree with any Changes to these Terms or modifications to the Service, your sole remedy is to stop using the Service, cancel any active Subscriptions, and delete your Account. Your continued use of the Service following the effective date of any Changes constitutes your acceptance of such Changes. For material Changes, we may require your express consent through affirmative action, such as clicking an "I Accept" button or checking a box indicating your acceptance, before you may continue using the Service.

16. THIRD-PARTY SERVICES

16.1 General. The Service may use and/or contain links to third-party websites, applications, services, and advertisements (collectively, "Third-Party Services"). Such Third-Party Services are not under our control. We are not responsible for any Third-Party Services and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. When you use any Third-Party Services, you become subject to their terms and conditions and privacy policies. You use all Third-Party Services at your own risk. We recommend you make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

16.2 Payment Processors. We use third-party service providers for payment services, including card acceptance, merchant settlement, and related services ("Payment Processors"). By using our payment services, you agree to be bound by the Payment Processor's terms of service and authorize us to share your identity and payment information with the Payment Processor. All payment information is stored by our Payment Processors and not by us. We are not responsible for any errors by the Payment Processors, including without limitation processing errors, fees, or service interruptions. Online payment transactions may be subject to validation checks by Payment Processors and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. You acknowledge that we may change Payment Processors at any time with notice to you.

16.3 AI Service Providers. Our Service utilizes certain third-party artificial intelligence and deep learning platforms, algorithms, tools and models ("AI Providers"). You acknowledge and agree that we may share your inputs, content, and other information with AI Providers to operate the Service. AI Providers may process, store, and use such information in accordance with their own terms of service and privacy policies, including to train or improve their services. You understand that AI Providers may retain certain rights to use or disclose your information and may modify or discontinue their services at any time. We make no representations regarding and are not responsible for any AI Provider's service availability, accuracy, or output. We shall have no liability for any changes to AI Provider services or capabilities, any service interruptions, or any outputs or results generated by AI Providers.

16.4 Integration and Authentication Services. The Service may allow you to connect your account with third-party services, including social media and authentication providers ("Integration Partners"). When you connect to an Integration Partner, you authorize us to access and share information with that partner as permitted under the applicable terms and privacy policies. You acknowledge that: (a) your relationship with Integration Partners is governed solely by your agreement(s) with such partners; (b) Integration Partners may modify or discontinue their services at any time; (c) we are not responsible for the availability, accuracy, security, or any other aspect of Integration Partner services; (d) we may remove the ability to connect to Integration Partners at any time; and (e) we are not liable for any disclosure of information by Integration Partners or any third party in violation of your privacy settings or their terms of service.

16.5 Third-Party Content and Services. The Service may display content, advertisements, and promotions from third parties. Your interactions with these offerings are solely between you and the third party. We are not responsible for any losses or damages you incur in connection with third-party content or commercial offerings made available through the Service.

17. MISCELLANEOUS

17.1 Assignment You may not assign, subcontract, delegate or otherwise transfer these Terms or any rights or obligations hereunder, whether voluntarily or by operation of law, without our prior written consent. We may freely assign, transfer, or delegate this Agreement and any rights and obligations hereunder, without notice or your consent. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

17.2 Severability If any provision of these Terms shall be held to be invalid or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to comply with applicable law while maintaining the intent of the original provision. The invalid or unenforceable provision shall be replaced with a valid provision that most closely matches the intent of the original provision. The remaining provisions of these Terms will remain in full force and effect. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the Agreement as a whole, unless the invalid or unenforceable provision is essential to the purpose of the Agreement.

17.3 Electronic Communications The communications between you and us may take place via electronic means. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms, conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

17.4 Force Majeure We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, pandemic, epidemic, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

17.5 Entire Agreement These Terms, including all policies and documents explicitly incorporated by reference, constitute the entire agreement between you and us regarding your use of the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

17.6 Company Information Vectorscale Technologies LLC is incorporated in Illinois with principal offices at 2501 CHATHAM RD SUITE R, SPRINGFIELD, IL 62704. For customer support inquiries, please contact us at support@heymigo.ai.

Last Updated Date: 5-Nov-2024