Inflection AI Shopify Merchant Agreement

Last updated: August 8, 2025

This Inflection AI Shopify Merchant Agreement (“Terms”) governs your use of products and services (“Services”) from Inflection AI, Inc. (“Inflection AI”, “we”, “us”) made available through an application on the Shopify App Store for use in connection with an online store, storefront API, or physical retail location associated with a Shopify account (each, a “Store”). 

These Terms incorporate by reference other written policies and documentation that we may provide from time to time. You agree to use our Services in compliance with these Terms. If you use the Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include, and these Terms will be binding on, that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you violate these Terms, that person or entity agrees to be responsible to us.

Your use of our Services in any manner means that you agree to the Terms. BY AGREEING TO THESE TERMS, YOU AND INFLECTION AI AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES WITH INFLECTION AI, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 12.10. If you do not agree with these Terms, you may not access or use our Services.

  1. Our Services

As part of the Services, you may submit or allow our Services to access text and other materials (“Inputs”) to generate draft marketing communication outputs and other responses (“Outputs”). Inflection AI believes that AI will fundamentally reshape the way that we interact and use computers in our everyday lives, but it is important that you acknowledge its current limitations given the early state of this technology. As part of that, you recognize that:

  • You may only use our Services in accordance with our Acceptable Use policy. Your access to and use of our Services is conditioned on your compliance with these Terms, including our Acceptable Use policy (as detailed below in “Acceptable Use”).

  • You must carefully review information you receive from our Services. Because our Services rely on emerging technology and the Inputs you provide, Outputs you receive from our Services may not be accurate or otherwise trustworthy. Indeed, Outputs may be inaccurate, offensive, and not represent our views. Outputs are only intended to be a starting point for you and should be carefully evaluated for accuracy and appropriateness, particularly when making any decision that could impact anyone’s health or safety. Do not transmit Outputs to others without first carefully reviewing and revising as appropriate. Please review the “No Warranties” section below.

Finally, our Services are not intended for minors under the age of 18. If you are a minor under the age of 18, you may not use the Services. If you have reason to believe that a minor under the age of 18 is using our Services, please let us know immediately at [email protected].

  1. Registering for our services

You may be asked to register for our Services by providing us with your name, phone number, and other requested information. If you do so, you must:

  • Provide us with complete and accurate registration information and keep it up to date. You may not use a phone number that you do not control, and you may not attempt to impersonate another person in registration.

  • Be responsible for the security of your account and not share or permit others to use your account credentials. You accept that you are solely responsible for all activities that take place through your account, and that failure to limit access to your devices or browser may permit unauthorized use by third parties.

  1. Acceptable Use

You may only use our Services in accordance with these Terms, including the following rules, as well as any other written policies we may provide from time to time:

  • Illegal Use: You must only use our Services in compliance with the law. This means, for example, that you may not use or attempt to use our Services to violate any applicable law (including any action that promotes, contributes to or encourages illegal or unlawful activity) or in connection with the sale of any products that violate any applicable law.

  • Compliance with Shopify Policies: You may only use the Services in connection with a Store that complies with all applicable Shopify policies, including policies on prohibited product types. 

  • Harmful or Manipulative Uses: You may not use or attempt to use our Services to generate harmful or manipulative content. Examples of prohibited content include material that misrepresents the qualities or characteristics of Store merchandise, content relating to unethical behavior, or content that may spread misinformation or disinformation. You may also not falsely represent Outputs as human-generated, and you must not use or attempt to use our Services in any manner whether directly or indirectly to deploy subliminal, manipulative or deceptive techniques to distort behavior by impairing decision making or exploiting people due to their age, disability or a specific social or economic situation to distort their behavior.

  • Abusive Content: You may not use or attempt to use our Services to generate hateful or discriminatory content, sexually explicit content, descriptions of graphic violence, or other types of shocking material.

  • Infringing Rights: You may not use or attempt to use our Services to infringe or violate the rights of others, including violations of the privacy rights or intellectual property rights of others. This means, for example, you may not provide Inputs intended to prompt our Services to surface the personal information of individuals, including phone numbers, addresses, and other similar sensitive data or to create infringing Outputs.

  • Security: You may not and may not attempt to disable, disrupt, or otherwise subvert content filters or security measures intended to prevent or limit access to any part of our Services. This includes attempts to bypass or disable any content moderation and safety measures implemented within our Services.

  • Reverse Engineering: You may not use or attempt to use our Services to reverse engineer, decompile, or otherwise attempt to obtain the underlying models, algorithms, or source code of the Services. You may not engage in this or any other activities with regards to our Services to build products that may be competitive with Inflection AI, and you may not use Outputs to develop models that compete with Inflection AI.

  • Scraping: You may not scrape or attempt to “crawl” or “spider” any page, data, or portion of our Services, either via manual or automated means. This means, for example, that you may not automatically or programmatically extract Output or other data.

  • Biometric Categorization: You may not use or attempt to use our Services to categorize people based on their biometric data to infer their race, political opinions, trade union membership, religious or philosophical beliefs, sex life or sexual orientation.

  • Surveillance or Facial Recognition: You may not use or attempt to use our Services to carry out mass public surveillance. (e.g. using any technology provided under our services as part of any ‘real-time’ remote biometric identification system in publicly accessible spaces or creating or expanding a facial recognition database through the untargeted scraping of facial images from the internet or CCTV footage).

  • Emotional Recognition: You may not use or attempt to use our Services to infer people’s emotions in the workplace or in educational settings except for medical or safety reasons.  

  • Social Scoring: You may not use or attempt to use our Services for the purposes of evaluating or classifying the social behaviors of people to give them a social score or rating. 

  • Criminal Profiling: You may not use or attempt to use our Services for the purpose of profiling persons in order to assess or predict the risk of a person committing a criminal offence.

  1. Content

You may provide or allow our Services to access Inputs, including Inputs provided via Shopify APIs that you enable, during your use of our Services. You represent and warrant that you have all necessary rights, permissions and consents to grant the licenses to Inputs in these Terms without violating any applicable laws or rights of any third party, including data protection laws and laws protecting intellectual property rights. Additionally, you represent and warrant that Inputs do not include any viruses, worms, Trojan Horses, or any other malware or items that could cause damage or enable unauthorized access to the Services or to any other technology or data of Inflection AI or any other user.

As between you and Inflection AI, you own your Inputs and Outputs (collectively, your “Content”). You grant to Inflection AI a royalty-free, perpetual, irrevocable, sublicensable (through multiple tiers), and worldwide license to the Content for the following limited purposes:

  • Operating the Services: Your license allows Inflection AI to use the Content in connection with enabling the provision and maintenance of the Services. This includes uses to comply with applicable laws, enable the provision of our Services across channels and platforms, take measures intended to support user safety and security, and enforce our policies.

  • Improving and Developing Services: Your license allows Inflection AI to use the Content to improve our Services and develop new products and services, including by using Content to train and improve models used by our Services and other generative or other AI models and analyzing Content to understand opportunities for new features, and to evaluate the performance of our existing Services.

For additional information about how we collect, use, share and otherwise process Personal Data, please see Data Processing Addendum below.

5. Intellectual Property

  • Inflection AI Intellectual Property: These Terms do not provide you with any ownership right, title, or interest in our Services, our trademarks, or other intellectual property of Inflection AI. Subject to your compliance with these Terms, you are granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services.

  • Feedback: We welcome any and all feedback, ideas for improvement, product proposals, and other suggestions (collectively, “Feedback”). However, if you provide Feedback to us, you grant us permission to use the Feedback on a non-confidential basis for any purpose, commercial or otherwise, without restriction and without any further notice or compensation to you.

  • Copyright Notices: In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that your copyright has been infringed by something on our Services, you can send us a compliant copyright notice by sending an email to [email protected].

Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Services is infringing, you may be liable to Inflection AI for certain costs and damages.

  1. Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL INFLECTION AI OR ITS AFFILIATES OR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, PARTNERS, AND EMPLOYEES (INDIVIDUALLY AND COLLECTIVELY, THE “INFLECTION AI PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, EVEN IF INFLECTION AI OR OTHER INFLECTION AI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES, OR (B) FOR ANY TOTAL, AGGREGATE DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

The limitations set forth in this Section 6 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Inflection AI or the other Inflection AI Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

  1. No Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFLECTION AI AND THE OTHER INFLECTION AI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFLECTION AI AND THE OTHER INFLECTION AI PARTIES MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

8. Third Party Services and Content

8.1 Third-Party Services. The Services may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). The services provided by Shopify are Third-Party Services. Your access and use of the Third-Party Services may be subject to separate terms and conditions, privacy policies, or other agreements with such third party, and such terms, policies, and agreements are solely between you and the Third-Party Services provider. You may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. For more information about how information about you may be shared in connection with your activating Third-Party Services, please see our Privacy Policy.

Inflection AI has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or for the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Inflection AI, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Inflection AI allows you to enable Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Inflection AI and the other Inflection AI Parties will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

8.2 Open-Source Software. Our Services may incorporate and be bundled with code developed by third parties (the “Open-Source Software”) that may be subject to additional or alternative license terms. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software. Inflection AI and the other Inflection AI Parties will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Open-Source Software.

  1. Terminating Your Account

Inflection AI is free to terminate or suspend access to your use of our Services at any time and for any reason at our discretion. Reasons for termination or suspension may include our determination that you have violated these Terms, our determination it is necessary to ensure user safety, for legal compliance reasons, or where we believe it necessary to protect the rights or property of Inflection AI.

You may terminate these Terms by closing any account you have with us and permanently ceasing use of our Services and providing us with written notice as provided in Section 13 below.

Provisions of these Terms pertaining to indemnification, limitations of liability, disclaimers, intellectual property, dispute resolution, arbitration, choice of law, jurisdiction and venue, and any other terms that - by their nature - should survive termination of the Terms, shall survive. The license you grant Inflection AI to use Content survives such termination; however, your license to use our Services terminates with these Terms.

  1. Changes to the Services

Artificial intelligence is a fast-moving field, and Inflection AI may make changes to our Services over time. Inflection AI may, with or without notice to you, augment, modify, discontinue, or suspend our Services, in part or in whole, at any time.

  1. Changes to the Terms

Inflection AI reserves the right to amend these Terms at any time. We will provide notice of these changes by updating this page with the revised Terms and updating the “Last Updated” date above. Other than for updates posted to this page, no other amendments to the Terms shall be effective unless in writing and signed by you and a representative of Inflection AI.

Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of any of our Services after such an amendment to the Terms shall be considered an acceptance of all changes to the Terms. If you do not agree with the revised Terms, you must immediately cease any use of our Services.

  1. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND Inflection AI TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND INFLECTION AI CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND INFLECTION AI FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND INFLECTION AI AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. INFLECTION AI AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

YOU AND INFLECTION AI EACH ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 12.10, IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

12.1. Claims This Section Applies To. This Section 12 applies to all Claims between you and Inflection AI. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed in Section 12.3, below) between you and Inflection AI, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms or our Services, including any claims related to the use or operation of our Services, the purchase of any products or services made available through the Services, all privacy or data security claims, and all claims related to the validity, enforceability, or scope of this Section or any portion of it.

12.2. Informal Dispute Resolution Before Arbitration. If you believe you have a Claim against Inflection AI or if Inflection AI believes it has a Claim against you, you and Inflection AI will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and Inflection AI will make a good-faith effort to negotiate the resolution of any Claim for 45 days (“Informal Resolution Period”), from the day either party receives a written notice of a dispute from the other party that satisfies the requirements of this Section 12.2 (a “Claimant Notice”). The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. The Informal Resolution Period may be extended by the parties’ mutual written agreement.

You must send any Claimant Notice to Inflection AI by certified mail, addressed to Inflection AI, Inc., Attn: Legal Department, 455 Market St Ste 1940 PMB 417705, San Francisco, California 94105-2448 US or by email to [email protected]. Inflection AI will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Inflection AI. The party sending a Claimant Notice (the “Claimant”) will ensure it includes (i) the Claimant’s name, address, email address, and telephone number; (ii) a description of the nature of and basis for the Claim, including the date(s) on which the Claim arose and the facts on which the Claim is based; (iii) the specific relief sought; and (iv) a personally signed statement from the Claimant themselves (and not their counsel) verifying the accuracy of the contents of the Claimant Notice.

No arbitration demand (“Arbitration Demand”) may be filed or proceed before a Claimant Notice is sent and the Informal Resolution Period has concluded. If you or Inflection AI files an Arbitration Demand without complying with the requirements in this Section 12, including the requirement to wait for the Informal Resolution Period to conclude, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action shall be entitled to recover its costs and reasonable attorneys’ fees incurred in seeking such relief.

To facilitate the parties’ efforts to reach an efficient resolution of any Claim, the applicable statutes of limitation will be tolled, and all deadlines associated with arbitration fees deferred, from the commencement of the Informal Dispute Resolution Process through the date when suit or arbitration may be filed under these Terms.

12.3. Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property rights of you or Inflection AI, including any disputes in which you or Inflection AI seek injunctive or other equitable relief for the alleged unlawful use of your or Inflection AI’s intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 12.2 must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it.

12.4. Binding Individual Arbitration. Except as otherwise expressly permitted by this Section 12, any Claim may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). The then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, as modified by these Terms (the “Rules”), will apply to Claims between you and Inflection AI.

These Terms affect interstate commerce, and the enforceability of this Section 12 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Inflection AI to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

12.5. Arbitration Procedure and Location. You or Inflection AI may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing an Arbitration Demand with AAA in accordance with the Rules.

Instructions for filing a demand with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Inflection AI by certified mail addressed to Inflection AI, Inc., Attn: Legal Department, 455 Market St Ste 1940 PMB 417705, San Francisco, California 94105-2448 US or by email to [email protected]. Inflection AI will send any demand for arbitration to you by certified mail or, if no physical address has been provided, by email using the contact information you have provided to Inflection AI.

The arbitration will be conducted by a single arbitrator in the English language. You and Inflection AI both agree that the arbitrator will be bound by these Terms.

For Claims in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Inflection AI agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

12.6. Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

12.7. Frivolous or Improper Claims. To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorney’s fees and arbitration fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument, (ii) the factual contentions for the Claim lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation; or (iii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

12.8. Confidentiality. If you or Inflection AI files a Claim in arbitration, you and Inflection AI agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Inflection AI agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

12.9. Mass Disputes. If 25 or more Claimant Notices are received by a party that raise similar Claims and have the same or coordinated counsel, these will be considered a “Mass Dispute” and the provisions of this Section 12.9 will apply to all such Claimant Notices. A Claimant Notice in a Mass Dispute may proceed to arbitration only as set forth below.

12.9.1 Applicable Rules. Any Arbitration Demands based on these Claimant Notices filed in arbitration shall be subject to the AAA’s then-current Mass Arbitration Supplementary Rules, as modified by these Terms. Any disputes over whether an Arbitration Demand should be considered part of the Mass Dispute will be decided by the AAA as an administrative matter. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.

12.9.2 Initial Arbitrations. The parties shall identify an initial set of 20 Claimant Notices to proceed as Arbitration Demands in order to maximize efficiencies in the management, investigation, and arbitration of the remaining Claimant Notices in the Mass Dispute. The initial set shall be selected as follows. Counsel representing the Claimants in a Mass Dispute must notify the other party in writing (email will suffice) when all or substantially all Claimant Notices for the Mass Dispute have been provided. Counsel for all Claimants and counsel for the responding party each shall then select 10 Claimant Notices to proceed as Arbitration Demands. Claimants shall then file Arbitration Demands for the 20 selected Claimant Notices. No Claimant Notice or Arbitration Demand may be filed or deemed filed, and no related arbitration fees may be assessed, until the Claimant Notice is selected to proceed to arbitration following the process set forth in this Section. A single arbitrator will preside over each Arbitration Demand, and shall preside only over one Arbitration Demand, unless the parties agree otherwise.

12.9.3 Mediation. Upon conclusion of the 20 Initial Arbitrations (or sooner if the parties agree) and before proceeding with any other Arbitration Demands, the parties must engage in a single mediation applicable to all Claimant Notices in the Mass Dispute. The parties shall have 30 days following the conclusion of the last of the initial arbitrations to agree on a mediator. If they are unable to do so, the AAA may appoint one as an administrative matter. No additional Arbitration Demands may be filed until 30 days after such mediation concludes or 90 days after the appointment of a mediator, whichever is sooner.

12.9.4 Remaining Claimant Notices and Arbitrations. If mediation concludes with 100 or more unresolved Claimant Notices, any remaining Claimant or the receiving party to a remaining Claimant Notice may opt out of arbitration of all Claimant Notices that were not resolved in the initial 20 Arbitration Demands or mediation. Such an election may only be for all Claimant Notices remaining in the Mass Dispute, not a portion thereof. To be effective, such election must be communicated in writing (email suffices) to counsel for the other party within 30 days of mediation concluding. Claimant Notices released from the arbitration requirement must be resolved according to the Choice of Law and Jurisdiction and Venue provisions in Section 13.

If complaints based on Claimant Notices that were released from the arbitration requirement are filed in court, the Claimants may seek class treatment, although to the fullest extent allowed by applicable law, the putative classes must be limited to those Claimants in the Mass Dispute whose claims remain unresolved, and for which a Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis and may raise any other defenses available under applicable law.

If the mediation process concludes with fewer than 100 Claimant Notices remaining or if no timely election to opt out of arbitration is made, the AAA will randomly select 30 Claimant Notices (or the total remaining if less than 30) that comply with Section 12.2 to proceed in arbitration in the same manner as described in Section 12.9.2, above. Once such arbitrations have concluded, the parties will repeat this process until all Claimant Notices in the Mass Dispute have been resolved.

12.10. Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing [email protected]. To be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with the Choice of Law and Jurisdiction and Venue provisions in Section 13.

12.11. Rejection of Modifications to this Section. You may reject any change we make to this Section 12 (except changes to notice addresses) as to you, by emailing [email protected] within 30 days of the date of the change. To be effective, you must send the notice or rejection on your own behalf, and you must include your full name, mailing address, and email address. The notice must clearly indicate your intent to reject changes to Section 12. You may reject changes to Section 12 only as a whole. You may not reject only certain changes to Section 12. If you reject changes made to Section 12, the most recent version of Section 12 that you have not rejected will continue to apply.

12.12. Severability. If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 12 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 12; and (iii) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable.

  1. Miscellaneous Terms

  • Indemnification: To the fullest extent allowed by applicable law, you will indemnify and hold harmless Inflection AI and the other Inflection AI Parties from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your access to or use of our Services (including any actions taken by a third party using your account), (b) your violation of these Terms, (c) your Content or Feedback, or (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights). Inflection AI will have control of the defense or settlement, at Inflection AI’s sole option, of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Inflection AI or the other Inflection AI Parties.

  • Assignment: You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment or delegation in violation of the foregoing sentence shall be null and void. We may assign these Terms, in whole or in part, with or without notice to you.

  • Choice of Law: These Terms and any dispute, claim, or controversy arising from or relating to these Terms or our Service will be governed by and will be construed and enforced under the laws of the State of California, except to the extent preempted by U.S. federal law, without regard to the conflicts of laws rules or principles (whether of the State of California or any other jurisdiction).

  • Jurisdiction and Venue: For any dispute, claim, or controversy arising from or relating to these Terms or our Service that are not subject to arbitration, you consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Santa Clara County, California, or the Northern District of California, and you waive any objection to venue in any such courts. The prevailing party in any action or proceeding arising out of these Terms will be entitled to an award of costs and attorneys’ fees.

  • No Joint Venture or Beneficiaries: You hereby acknowledge and agree that you are not an employee, an agent, or a partner of, or in a joint venture with Inflection AI by virtue of these Terms or your use of our Services, and you do not have any authority of any kind to bind us in any respect whatsoever. Except as otherwise provided, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

  • Waiver: The failure of Inflection AI to exercise or enforce, in any way, any right or provision herein shall not be deemed a waiver of such right or provision.

  • Construction: The section titles in these Terms are for convenience only and have no legal or contractual effect. The words “includes” or “including” are not intended to be exclusive and will be interpreted to mean “including, but not limited to.” The word “or” is not intended to be interpreted as “and/or” unless context indicates otherwise. Words used in the singular, where the context so permits, will be deemed to include the plural and vice versa.

  • Notices: Notices under these Terms shall be provided to you under the information provided to Inflection AI when you registered your account. Notices to Inflection AI may be provided by sending a message to [email protected] or by mail at Inflection AI, 455 Market St Ste 1940 PMB 417705, San Francisco, California 94105-2448 US. Notice shall be considered effective as of the date of receipt.

  • Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will, except as stated in Section 12.12, be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.

  • Entire Agreement: These Terms are the complete and exclusive statement of the mutual understanding between you and us relating to the covered subject matter, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.

Inflection AI Data Processing Addendum

This Data Processing Addendum (“Addendum”) is entered into between Inflection AI and you in connection with Inflection AI’s provision of Services to you pursuant to the Terms. This Addendum is effective as of the date it is agreed by both parties and is hereby incorporated by reference into the Terms. In the event of any conflict between the Terms and this Addendum, this Addendum will govern. This Addendum will survive termination of the Terms.

  1. Definitions

Capitalized terms used in this Addendum that are not defined below shall have the meaning given to them in the Terms. 

“Data Protection Laws” mean all data protection laws, rules, and regulations applicable to the Processing of Personal Data under the Terms. 

“Data Subject” means an identified or identifiable natural person. 

“Deidentified Data” means data that cannot reasonably be used to infer information about, or otherwise be linked to, a Data Subject or as that term is otherwise defined under Data Protection Laws. 

“Personal Data” means information that Inflection AI Processes through the Services on your behalf that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to a Data Subject or otherwise constitutes “personal data” or “personal information” (or analogous variations of those terms) under Data Protection Laws. 

“Process” or “Processing” means any operation or set of operations performed on Personal Data, or as that term is otherwise described under Data Protection Laws. 

“Security Breach” means any breach of security leading to the accidental, unauthorized, or unlawful destruction, loss, alteration, misuse, modification, disclosure, or Processing of, or access to, Personal Data. 

  1. Roles and Responsibilities

2.1. Inflection AI acts as a “service provider” or “processor” under applicable Data Protection Laws with respect to Personal Data of consumers who visit your Store. The details of such Processing are as set out in Attachment 1 (Details of Processing). 

2.2. With respect to such Processing, Inflection AI will Process Personal Data solely on behalf of, and in accordance with documented instructions from, you. Inflection AI will not: (i) sell or share Personal Data (as such terms are defined by Data Protection Laws); (ii) retain, use, or disclose Personal Data (a) for any purpose other than for the business purposes specified in these Terms, including retaining, using, or disclosing for a commercial purpose other than the business purposes specified herein, or as otherwise permitted under Data Protection Laws, or (b) outside of the direct business relationship between Inflection AI and you, except as expressly permitted by Data Protection Laws; (iii) combine Personal Data it collects or receives from, or on behalf of, you with Personal Data that it collects or receives from, or on behalf of, other persons or entities.

2.3. Inflection AI will:

2.3.1. ensure that each person Processing Personal Data is subject to a duty of confidentiality with respect to such data and has undergone data protection training; 

2.3.2. engage a subprocessor only after providing you with an opportunity to object and only engage a subprocessor pursuant to a written contract that requires the subprocessor to meet the obligations of Inflection AI with respect to the Personal Data; 

2.3.3. implement appropriate technical and organizational measures to ensure a level of security of Personal Data appropriate to the risk; 

2.3.4. at your choice, delete or return all Personal Data upon termination of the Terms, unless retention is required by law; 

2.3.5. make available to you all information necessary to demonstrate compliance with Data Protection Laws; 

2.3.6. either: (a) allow for, and contribute to, reasonable audits and inspections by you or your designated auditor, including to monitor Inflection AI’s compliance with the Terms and Data Protection Laws, at least once every 12 months, or (b) arrange for a qualified and independent auditor to conduct, at least annually, an audit of Inflection AI’s policies and technical and organizational measures in support of the obligations under Data Protection Laws using an appropriate and accepted control standard or framework and audit procedure, and provide such reports to you upon request; 

2.3.7. at your request, when required under Data Protection Laws, cooperate with and assist you in carrying out data protection impact assessments; 

2.3.8 permit you to take reasonable and appropriate steps to (a) ensure that Inflection AI uses the Personal Data consistent with Data Protection Laws, and (b) stop and remediate Inflection AI’s unauthorized use of Personal Data; 

2.3.9 comply with Data Protection Laws, including providing the same level of privacy protection as required under Data Protection Laws in Processing Personal Data;

2.3.10 with respect to rights requests from data subjects made under Data Protection Laws, enable you to comply with such requests;

2.3.11 take reasonable measures to ensure that any deidentified data that you share with us: (a) cannot be associated with an individual and publicly commit to Process such data only in a deidentified manner and not attempt to re-identify such data, and (b) contractually obligate any recipients of such data to comply with this subsection 2.3.9; and 

2.3.12 promptly notify you if it makes a determination that it can no longer meet its obligations under Data Protection Laws.

  1. Security Breach

Inflection AI will notify you without undue delay after becoming aware of a Security Breach.  Inflection AI will further take commercially reasonable steps to mitigate the effects and minimize any impact from the Security Breach. Taking into account the nature of Processing and the information available to Inflection AI, Inflection AI will assist you in ensuring compliance with your notification obligations imposed under Data Protection Laws in connection with any Security Breach. 

Attachment 1 (Details of Processing)

Subject Matter of Processing: Inflection AI may only Process Personal Data as reasonably necessary to provide you the Services set forth in the Terms. 

Nature and Purpose of Processing: Inflection AI’s Processing of Personal Data shall be strictly limited to the nature and purposes of Processing set forth in the Terms. 

Types of Personal Data: Personal Data that you provide to Inflection AI and that we collect as necessary for us to provide the services under the Terms, which may include names, email addresses, and browsing history. 

Types of Sensitive Data: None

Categories of Data Subjects: Your customers and end users who visit your Store. 

Duration of Processing: The Processing of Personal Data will continue until the Terms terminate or expire, unless otherwise agreed upon by the parties in writing.