Legal

Terms of Service

Effective November 7, 2026 · Version 2026-11-07

These Terms of Service (these “Terms”) constitute a legally binding agreement between you and SESI.AI LLC, a Florida limited liability company (“SESI”), and govern your access to and use of the Services.

NOTICE. SECTION 14 CONTAINS A BINDING ARBITRATION AGREEMENT, A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER. SECTIONS 12, 13 AND 15 CONTAIN DISCLAIMERS, LIMITATIONS OF LIABILITY AND AN INDEMNITY.

Acceptance. You accept these Terms, and agree to be bound by them, upon the earliest of: (a) selecting a checkbox or control indicating your agreement; (b) creating an Account; (c) purchasing Credits or a Plan; or (d) any other act by which you indicate assent after being shown a conspicuous notice, with a hyperlink to these Terms, that the act constitutes acceptance of these Terms. If you do not accept these Terms, you are not authorized to access or use the Services. If you accept these Terms on behalf of a legal entity, (i) “you” means that entity, (ii) you represent and warrant that you have authority to bind it, and (iii) if you lack that authority, you are personally bound by these Terms.

Definitions

Capitalized terms have the following meanings. “Including” means “including without limitation”.

• “Account” means an account registered with SESI that permits access to the Services.
• “Agent” means any automated or AI-driven function of the Services that plans, generates or performs actions.
• “App” means the SESI desktop application.
• “Applicable Law” means all laws, regulations, orders and binding governmental requirements applicable to a party or to the relevant conduct.
• “Billing page” means the billing page of your Account within the Services.
• “Breach Determination” means a determination by SESI, made in good faith on a reasonable basis and notified to your Account email address with a statement of its grounds, that you, or a person using your Account with your authorization, has engaged in Serious Misconduct. You may respond in writing within fourteen (14) days after the notice. A Breach Determination takes effect only when SESI confirms it in writing after that response period; if you respond, SESI shall confirm or withdraw it within fourteen (14) days after your response. A Breach Determination is reviewable in arbitration under Section 14. If a Breach Determination is withdrawn or set aside, SESI shall restore all forfeited Credits or, at your election, refund your unused Purchased Credits under Section 4.8(d).
• “Credit Price” means, for Top-Up Credits, the price paid for the top-up pack, excluding tax, divided by the number of Top-Up Credits in it.
• “Credits” means units of a limited license to use metered features of the Services, as described in Section 4.1. Credits are Plan Credits, Top-Up Credits or Promotional Credits.
• “Dispute” means any dispute, claim or controversy, whether in contract, tort, statute, equity or otherwise, between you and SESI or any other SESI Party arising out of or relating to the Services or these Terms, or their breach, termination, enforcement, interpretation or validity, whether arising before or after your acceptance of these Terms, subject to Section 19.
• “Output” means any content, code, text, image, audio, data, action or result generated, produced or performed by or through the Services, including by any Agent or Third-Party Service.
• “Plan” means a subscription to the Services billed monthly or annually.
• “Plan Credits” means the base Credit allotment that a Plan grants for each Plan Month, excluding Promotional Credits.
• “Plan Credit Rate” means the price paid for a Plan billing period, excluding tax, divided by all Plan Credits of that billing period.
• “Plan Month” means each period from one monthly billing date determined under Section 4.6 (or, for an annual Plan, the corresponding monthly date) to the next.
• “Plan-Perk Credits” means bonus Credits received with a Plan payment and any additional Credits that a Plan adds to a top-up pack.
• “Prohibited Conduct” means any conduct described in Section 5 or Section 6.4.
• “Promotional Credits” means Credits for which you did not pay, including starter, bonus, reward, award and refill Credits and Plan-Perk Credits.
• “Purchased Credits” means Plan Credits and Top-Up Credits for which SESI has received, and retained, payment in full.
• “Serious Misconduct” means (a) Prohibited Conduct described in Section 5(b), 5(c), 5(f) or 5(g) or Section 6.4(i), (iii) or (iv); (b) Prohibited Conduct described in Section 5(d), 5(i) or 5(j) or Section 6.4(ii), or in Section 5(k) in relation to any paragraph listed in clause (a) or this clause (b), committed knowingly; (c) any other Prohibited Conduct committed knowingly or willfully; (d) fraud, including a payment dispute or chargeback made in bad faith; (e) a knowing breach of Section 10.1, a breach of Section 16, or a sale, transfer or license of your Account for consideration; or (f) any other material breach of these Terms that has caused actual and substantial harm to SESI, another user of the Services or a third party and that you have not cured within fourteen (14) days after SESI’s written notice of it. An action of an Agent caused by instructions embedded in content that the Agent processed, which you did not direct, approve or knowingly permit, is not Serious Misconduct under clause (a).
• “Services” means the website at www.sessi.ai, the App, SESI’s online services, and all related software, features, content and documentation.
• “SESI Parties” means SESI and its members, managers, officers, employees, contractors, agents, licensors and suppliers.
• “Third-Party Service” means any AI model, tool, account, website, software or service not owned by SESI that you select, connect to or use through the Services, excluding any service provider that SESI engages to provide a feature that SESI hosts.
• “Top-Up Credits” means the Credits included in a top-up pack at its base price, excluding Plan-Perk Credits.
• “User Content” means any content, data, file, prompt, instruction or material that you, or an Agent acting for you, provide to, upload to or process through the Services.

1. Eligibility

1.1 You may not create an Account, purchase Credits or a Plan, or install or use the App unless you are at least eighteen (18) years of age or the age of majority in your jurisdiction of residence, whichever is greater, and legally competent to enter into these Terms, and you represent and warrant that you are. No person under sixteen (16) years of age may access any part of the Services.

1.2 Accounts, Plans and Credits are offered only to persons located in the United States. SESI makes no representation that the Services are appropriate, lawful or available outside the United States. Any person who accesses the Services from outside the United States does so on that person’s own initiative and at that person’s sole risk, and is solely responsible for compliance with local law. SESI may cancel any purchase made from outside the United States and refund it in full, and that refund is the purchaser’s sole remedy.

1.3 You represent and warrant that no Account of yours has been terminated following a Breach Determination and that you are not barred from receiving the Services under Applicable Law.

2. Accounts

2.1 You shall provide accurate, current and complete registration information and shall keep it current, including your Account email address. You are responsible for safeguarding your credentials, sign-in methods and devices.

2.2 You are responsible for all activity under your Account, including all actions taken by Agents within the permissions granted under your Account, except to the extent the activity results from a breach of SESI’s security safeguards or is an unauthorized charge for which Applicable Law limits your liability. You shall notify SESI at sess@sessi.ai without delay upon becoming aware of any unauthorized access to your Account. SESI is not liable for any loss arising from unauthorized use of your Account. The exception in the first sentence of this Section 2.2 allocates responsibility for activity only and creates no liability of SESI.

2.3 You shall not sell, transfer, share or license your Account to any other person.

2.4 SESI’s Privacy Policy describes SESI’s handling of personal information. The Privacy Policy is not part of these Terms.

3. Early access

SESI may designate the Services, or any feature, as early access. Any feature that SESI designates as early access, beta or preview is provided for evaluation; may be unstable, incomplete or inaccurate, or contain errors or security vulnerabilities; may be modified, suspended or withdrawn at any time without notice, subject to Sections 4.8(d) and 11.2(d); and is not subject to any service-level, support or availability commitment. SESI may update the App automatically, and updates may add, modify or remove features. You acknowledge that you should not use the Services with any system or data whose loss, corruption or disclosure you cannot tolerate, and that you bear all risk of not maintaining backups.

4. Credits, payments and refunds

4.1 Nature of Credits. Credits are units of a limited, non-exclusive, non-transferable license to use metered features of the Services, revocable only as these Terms provide. Credits are not money, currency, a deposit, a gift card or stored value; have no cash value; are not redeemable for cash or any other consideration except as these Terms expressly state or as Applicable Law that cannot be waived by agreement requires; and may not be sold, transferred, gifted or exchanged. Payments are processed by SESI’s third-party payment processor, currently Stripe, Inc.

4.2 Pricing and consumption. When purchases are available, you may purchase top-up packs, monthly Plans or annual Plans at the prices displayed at checkout. One Credit is priced at one United States cent (US$0.01). Each request that delivers a reply consumes the same fixed number of Credits on every Plan; hosted tools may consume additional Credits; and the Credits consumed by each task are displayed in the App. SESI may change consumption rates on at least thirty (30) days’ notice by email to your Account email address, and a change applies only to tasks commenced after it takes effect. A change “materially reduces” what Purchased Credits obtain if, alone or together with other changes in the preceding twelve (12) months, it increases the Credits consumed per request, or by any hosted tool, by more than ten percent (10%).

4.3 Plan Credits. A Plan grants its Plan Credits once per Plan Month, whether billed monthly or annually. At the start of each Plan Month, unused Plan Credits from the preceding Plan Month expire without compensation and do not carry over; Credits allocated to a task in progress do not expire until that task ends. Plan Credits terminate when the Plan terminates. Tasks consume refill Credits first, then Plan Credits, then other Promotional Credits except Plan-Perk Credits, then Top-Up Credits, which are treated as consumed in the order purchased, and Plan-Perk Credits last.

4.4 Top-Up Credits. Top-Up Credits do not expire while your Account remains open, subject to Sections 4.8, 4.9 and 11.

4.5 Promotional Credits. Promotional Credits are a gratuity, have no cash value and are never refundable. SESI may withdraw Promotional Credits upon a Breach Determination or if they were obtained in breach of Section 5(g). Plan-Perk Credits terminate if the related Plan is cancelled within thirty (30) days after the Plan payment for the billing period in which they were granted. Promotional Credits other than refill Credits do not expire while your Account remains open. Any refill of Plan Credits that SESI grants in its discretion is a grant of Promotional Credits that expires at the end of the Plan Month in which it is granted or when the Plan terminates, if earlier, and SESI may discontinue future refills at any time.

4.6 Plans and automatic renewal. EACH PLAN IS A SUBSCRIPTION THAT RENEWS AUTOMATICALLY FOR SUCCESSIVE PERIODS EQUAL TO ITS BILLING PERIOD (ONE MONTH OR ONE YEAR) UNTIL YOU CANCEL. BY SUBSCRIBING, YOU AUTHORIZE SESI TO CHARGE YOUR PAYMENT METHOD THE PLAN PRICE DISPLAYED AT CHECKOUT, PLUS APPLICABLE TAX, IN ADVANCE ON THE DAY OF THE MONTH (MONTHLY PLAN) OR THE DATE OF THE YEAR (ANNUAL PLAN) ON WHICH YOU SUBSCRIBED, OR ON THE LAST DAY OF ANY MONTH IN WHICH THAT DAY DOES NOT OCCUR, UNTIL YOU CANCEL. YOU MAY CANCEL AT ANY TIME ONLINE ON YOUR BILLING PAGE, WITHOUT CONTACTING SESI. Cancellation takes effect as Section 4.8 provides, and no Plan charge is made after cancellation. SESI will notify you by email of any increase in a Plan’s price or reduction in its Plan Credits at least thirty (30) days before it applies to you, or within such other period as Applicable Law requires, and not less than thirty (30) nor more than sixty (60) days before each renewal of an annual Plan, and you may cancel before the change or renewal applies.

4.7 Automatic top-up. Features that consume Credits are unavailable while your Credit balance is insufficient, unless you enable automatic top-up. IF YOU ENABLE AUTOMATIC TOP-UP, YOU AUTHORIZE SESI TO CHARGE YOUR SAVED PAYMENT METHOD THE PRICE OF THE TOP-UP PACK YOU SELECTED, PLUS APPLICABLE TAX, EACH TIME YOUR AVAILABLE CREDIT BALANCE FALLS BELOW THE THRESHOLD DISPLAYED WHEN YOU ENABLE AUTOMATIC TOP-UP, OR IS INSUFFICIENT FOR A TASK YOU OR AN AGENT START, UP TO THE MONTHLY BUDGET YOU SET OR, IF YOU SELECT NO MONTHLY LIMIT, WITHOUT A MONTHLY LIMIT, UNTIL YOU DISABLE IT. Automatic top-up may execute many times in a month, including while Agents run unattended, and you are responsible for all resulting charges, except charges resulting from an error in SESI’s metering, billing or software, which SESI will correct upon notice. You may disable automatic top-up at any time on your Billing page. SESI emails you a copy of your authorization when you enable automatic top-up, and a receipt for each charge. Automatic top-up stops when your monthly budget is reached; a daily limit set by SESI applies even if you select no monthly limit; and SESI disables automatic top-up upon any failed or disputed payment.

4.8 Refunds. ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE EXCEPT AS THESE TERMS EXPRESSLY STATE, AND EVERY REFUND IS SUBJECT TO SECTION 4.9. Subject to Section 4.9:

• (a) Plan cancelled within thirty (30) days of a payment. Cancellation takes effect immediately, and the Plan and its Plan Credits terminate. SESI will refund to the original payment method an amount equal to (i) the unused Plan Credits for the current Plan Month plus, for an annual Plan, the Plan Credits of Plan Months not yet begun, divided by (ii) all Plan Credits of the billing period, multiplied by (iii) the price paid for that billing period, rounded down to the cent; less the number of Plan-Perk Credits granted in connection with that payment, or during the billing period it paid for, that you consumed, multiplied by the Plan Credit Rate; but not less than zero. Any task in progress at cancellation is stopped, and Credits allocated to it are treated as unused. Tax collected on the refunded amount is refunded or credited as Applicable Law requires.
• (b) Plan cancelled more than thirty (30) days after a payment. No refund is due. The Plan will not renew and continues until the end of the paid billing period.
• (c) Top-up pack. Upon your request within thirty (30) days after purchase, SESI will refund, at the Credit Price, the Top-Up Credits from that pack that remain unconsumed, determined under the consumption order in Section 4.3, and those Credits are removed from your balance. No refund is due after thirty (30) days.
• (d) Discontinuation or termination other than for Serious Misconduct. If SESI permanently discontinues the paid features of the Services, or terminates your Account or permanently restricts your access to paid features under Section 11.2 other than following a Breach Determination, SESI will refund your unused Purchased Credits: Top-Up Credits at the Credit Price, and Plan Credits as calculated under paragraph (a) irrespective of the thirty-day period. This refund is your sole and exclusive remedy for that discontinuation, termination or restriction.
• (e) Consumption-rate change. If a change under Section 4.2 materially reduces what your Purchased Credits obtain, you may, before the change takes effect, request a refund of your unused Purchased Credits, calculated as in paragraph (d); upon that refund, the refunded Credits are removed from your balance and any Plan is cancelled with immediate effect. This refund is your sole and exclusive remedy for that change.
• (f) Self-closure. If you close your Account, any Plan is cancelled immediately with the refund, if any, available under paragraph (a), and any top-up pack within its thirty-day period is refunded under paragraph (c). All other Credits are forfeited without compensation. SESI will notify you of your Credit balance and the effect of closure before you confirm. If you request deletion of personal information that SESI needs to maintain your Account, SESI will tell you so; if you then close your Account, SESI will refund your unused Purchased Credits under Section 4.8(d).

4.9 No refunds upon Serious Misconduct; forfeiture; recovery. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, NO REFUND UNDER SECTION 4.8 OR SECTION 19.4 SHALL BE DUE WITH RESPECT TO ANY ACCOUNT THAT IS SUBJECT TO A BREACH DETERMINATION, REGARDLESS OF WHETHER THE ACCOUNT WAS CLOSED BY YOU OR BY SESI OR WHETHER ANY REFUND PERIOD HAS RUN, AND ALL CREDITS OF THAT ACCOUNT, INCLUDING PURCHASED CREDITS, ARE FORFEITED WITHOUT COMPENSATION. The parties agree that SESI’s internal costs of investigating and enforcing against Serious Misconduct are not readily ascertainable when these Terms are accepted, and that this forfeiture is a reasonable pre-estimate of those costs and is not a penalty. This forfeiture is without prejudice to SESI’s recovery of (i) the value of any Services obtained without payment or by circumvention of Credit metering or other limits, (ii) amounts payable under Section 4.11, and (iii) Losses under Section 15. No refund is due where a Plan ends because a payment failed, or for any payment that was reversed or charged back. SESI may withhold any refund while a payment dispute is pending, or for up to sixty (60) days while SESI investigates possible Serious Misconduct. If SESI makes a refund and, within one (1) year after making it, makes a Breach Determination regarding conduct that occurred before the refund, you shall repay the refund within thirty (30) days after SESI’s written demand. This Section 4.9 applies except to the extent Applicable Law that cannot be waived by agreement requires otherwise.

4.10 Taxes. Prices exclude taxes unless stated. You are responsible for all taxes, duties and levies associated with your purchases, other than taxes on SESI’s net income. Where SESI is required to collect tax, SESI adds it at checkout before you pay.

4.11 Payment disputes. Upon any payment dispute or chargeback, SESI may suspend your Account and the Credits attributable to the disputed payment pending resolution. A payment dispute or chargeback made in good faith is not a breach of these Terms. If an arbitrator or court finds that you initiated a payment dispute in bad faith, you shall reimburse SESI for the fees its payment processor charged it for that dispute. You may cancel a Plan while your Account is suspended or a payment is disputed; if you cannot sign in, SESI shall cancel the Plan upon your written request. This Section 4.11 does not limit any right that cannot be waived by agreement.

5. Prohibited conduct

You shall not, and shall not cause, permit or instruct any Agent or other person to:

• (a) use the Services to violate any Applicable Law, or to infringe, misappropriate or violate any right of any person, including rights of privacy, publicity and intellectual property;
• (b) use the Services to create, transmit or distribute malware, spam, phishing or fraudulent content, or to send unsolicited bulk communications;
• (c) use the Services to create, solicit or distribute any content that sexually exploits or endangers minors;
• (d) use the Services to harass, threaten, stalk, surveil, defame or deceive any person, or to impersonate any person or entity;
• (e) use the Services to access, scrape or harvest any account, system or data without authorization, or in knowing breach of the terms of any Third-Party Service, including by credential stuffing;
• (f) interfere with, disrupt, overload or probe the security of the Services, except as permitted by Section 18, or decompile, disassemble or reverse engineer the Services, except as permitted by Section 10.1;
• (g) circumvent or attempt to circumvent Credit metering, spending limits, safety controls, rate limits or other technical limits, or, in order to obtain Promotional Credits, create multiple Accounts or use false information;
• (h) use the Services in knowing violation of the usage policies of any AI model provider whose models you access through the Services;
• (i) resell, sublicense, time-share or provide the Services to any third party without SESI’s prior written consent;
• (j) use the Services to generate or distribute content that is unlawful, defamatory or obscene, that unlawfully discriminates, or that incites violence or illegal activity; or
• (k) assist, encourage or enable any other person to do any of the foregoing.

6. Agents

6.1 Capabilities. Agents can read, create, modify and delete files; execute programs and commands; access the internet; and take actions in accounts and tools that you connect, including sending messages, making commits and changing settings. Agents are designed to operate within the permissions and approval settings that you select; SESI does not warrant that they will do so in every case.

6.2 Authorization and responsibility. You authorize each Agent to act on your behalf within the permissions you grant. Subject to Section 2.2, every action taken by an Agent within those permissions is deemed your action, and you are responsible for it, whether or not you instructed that specific action, including any action resulting from the inherent limitations of AI models, inaccurate Output, or instructions embedded in content that an Agent processes (such as web pages, emails, documents or code), but excluding any action caused by a defect in SESI’s software that SESI knew of and failed to correct or disclose. You are the sender of every message an Agent sends and the user of every account an Agent operates. You represent and warrant that you have all rights, authorizations and consents necessary to permit the Services to access and use every account, system and data source that you connect, including under the terms of the applicable Third-Party Service.

6.3 Assumption of risk. You acknowledge that safe use of Agents requires reviewing plans and Output before relying on them; requiring approval for any action that is irreversible, incurs cost, is public or affects other persons; granting Agents only the minimum access a task requires; and maintaining backups. You bear all risk of not doing so. You shall not grant Agents access to any system that you are not authorized to use or whose failure could cause physical harm.

6.4 Prohibited high-risk uses. You shall not use the Services: (i) to operate or control critical infrastructure, medical devices, vehicles, aircraft, weapons or any system whose failure could result in death, personal injury or material property or environmental damage; (ii) to make or materially support any decision producing legal or similarly significant effects on any person, including decisions concerning credit, employment, housing, insurance, education, immigration or access to essential services; (iii) for biometric identification or categorization, social scoring or any practice prohibited by Applicable Law; or (iv) to create deceptive impersonations of real persons or election-related disinformation.

6.5 No professional advice. Neither the Services nor any Output constitutes legal, medical, financial, tax, investment, engineering or other professional advice, and no professional or fiduciary relationship arises between you and SESI. You shall not permit any Agent to effect a payment, trade or other financial transaction without your own prior review and approval.

6.6 Screen sharing and screenshots. When you share your screen with the Services, or a task you initiate captures screenshots, the captured content is transmitted, without redaction, to the AI or voice provider you selected or, for features SESI hosts, to the provider SESI engages for that feature. The Services do not detect, filter or mask passwords, personal information or other sensitive content. You are solely responsible for all content visible while sharing and for holding the right to share it, including personal information of other persons. To the maximum extent permitted by Applicable Law, SESI is not responsible for content you choose to share.

7. User Content

7.1 As between you and SESI, you retain ownership of your User Content. For so long as SESI holds User Content that you submit to SESI’s online services, you grant SESI a non-exclusive, worldwide, royalty-free license to host, store, process, transmit and display that User Content, and to permit SESI’s service providers to do so on SESI’s behalf, solely to provide, secure and maintain the Services, to improve the Services subject to Section 7.2, and to comply with Applicable Law.

7.2 SESI does not use User Content, Output, or content captured under Section 6.6 to train AI models without your prior express consent, and “improve” in Section 7.1 does not include such training. Where you connect a Third-Party Service, that Third-Party Service’s terms alone govern its use of content transmitted to it.

7.3 You represent and warrant that you own or have obtained all rights, licenses, consents and permissions necessary for your User Content and for its processing through the Services, and that neither your User Content nor its processing violates Applicable Law or any right of any person. You are solely responsible for your User Content.

7.4 SESI has no obligation to monitor, review or retain User Content, but may remove, block or disable access to any User Content, at any time and without notice, that SESI believes in good faith violates these Terms or Applicable Law.

8. Output

8.1 Ownership. As between you and SESI, and to the extent of SESI’s rights, SESI assigns to you its right, title and interest, if any, in Output generated for you, excluding the Services and any SESI software, templates, prompts, personas, characters, trademarks or other materials of SESI incorporated in Output, which remain SESI’s, and SESI grants you a non-exclusive, worldwide, royalty-free license to use, reproduce, modify and distribute them solely as incorporated in that Output, except that Section 10.2 continues to govern SESI’s names, trademarks, logos and characters. SESI makes no representation that Output is protectable by copyright or any other intellectual property right, that Output is unique, or that Output is free of material owned by third parties.

8.2 Nature of Output. Output is generated by automated systems and may be inaccurate, incomplete, offensive, unlawful, infringing, unsafe or unsuitable for your purpose. Output is not reviewed, endorsed, verified or adopted by SESI, and SESI is not the author, speaker or publisher of any Output.

8.3 Your responsibility. You are solely responsible for evaluating Output; for every use, publication, distribution and execution of Output by you or on your behalf; and for ensuring that such use, including of code, text, images and audio, complies with Applicable Law, open-source licenses and the rights of all persons. You assume all risk arising from your reliance on or use of Output. Subject to Section 13.3, and to the maximum extent permitted by Applicable Law, SESI has no liability for any Output, or for any act or omission of any person in reliance on Output, including any claim of infringement, defamation, invasion of privacy or inaccuracy.

8.4 AI-generated content. The Services may mark content as AI-generated, including where Applicable Law requires. You shall not remove or alter any such marking, and you shall not represent AI-generated depictions of real persons or events as genuine.

9. Third-Party Services

The Services interoperate with Third-Party Services that you select and connect. Your use of each Third-Party Service is governed exclusively by its own terms and pricing, and you are solely responsible for complying with them and for all charges they impose. SESI does not control, endorse or warrant any Third-Party Service. To the maximum extent permitted by Applicable Law, SESI has no liability for any Third-Party Service, its availability, security or output, or any loss arising from your use of it.

10. License, proprietary rights and feedback

10.1 License. Subject to your compliance with these Terms, SESI grants you a limited, non-exclusive, non-transferable, non-sublicensable license, revocable as these Terms provide, to install and use the App on devices that you own or control, and to access and use SESI’s online services, in each case solely for your own personal or internal business purposes. You shall not copy, modify, distribute, sell, lease or create derivative works of the Services; decompile, disassemble or reverse engineer the Services, except to the extent Applicable Law expressly permits notwithstanding this restriction; remove any proprietary notice; or use the Services to develop a competing product or service. Open-source components are licensed under their respective licenses, which control as to those components.

10.2 Reservation of rights. The Services and all software, websites, characters (including “Sessi”), designs, trademarks, trade names and logos of SESI, including the names “SESI” and “SESI.AI” and the S E S I logotype, are owned by SESI or its licensors and protected by Applicable Law. All rights not expressly granted in these Terms are reserved. You shall not use any of SESI’s names, trademarks, logos or characters without SESI’s prior written consent, except for nominative or other fair use permitted by Applicable Law, including in reviews and commentary, and you shall not register any domain name, social-media handle or trademark that contains or is confusingly similar to any of them.

10.3 Feedback. If you provide any idea, suggestion or feedback concerning the Services to SESI, you grant SESI a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable license to use, modify and commercialize it without restriction, attribution or obligation to you. This license does not include any right to use your name or likeness, and this Section 10.3 does not apply to any review or assessment of SESI or the Services that you publish.

11. Suspension and termination

11.1 You may close your Account at any time on your Account settings page or by request under the Privacy Policy, subject to Sections 4.8(f) and 4.9.

11.2 SESI may suspend, restrict or terminate your Account, any license granted under these Terms, or your access to all or part of the Services: (a) following a Breach Determination, or for not more than sixty (60) days pending one while SESI investigates possible Serious Misconduct, at any time, with or without notice; (b) where required by Applicable Law or by any court or governmental authority, at any time, with or without notice; (c) to prevent fraud, abuse, security risk, or harm to the Services, their users or any third party, at any time, with or without notice; (d) if SESI discontinues the Services or any feature, upon such notice as is reasonable in the circumstances; or (e) for any other reason, upon thirty (30) days’ notice. No Plan renewal or automatic top-up is charged while your Account is suspended, and a Plan whose billing period ends while your Account is suspended is not renewed and terminates at the end of that period, as if you had cancelled it. A suspension under paragraph (b) or (c) that continues for more than sixty (60) days is a permanent restriction of your access to paid features for the purposes of Section 4.8(d), unless SESI has made a Breach Determination.

11.3 Upon termination following a Breach Determination, all Credits are forfeited without compensation and Section 4.9 applies. Upon any other termination under Section 11.2, Section 4.8(d) applies, except that where Applicable Law requires SESI to block or withhold funds, SESI shall handle them as that law requires.

11.4 SESI has no obligation to retain, export or return any data following termination, except as required by Applicable Law. SESI may, in its discretion, make Account data available for download for a limited period after termination.

11.5 The Definitions and Sections 1 (as to representations and warranties), 2.2, 3, 4 (as to amounts owed, forfeiture, recovery and refunds), 5, 6, 7.1 (as to User Content that SESI retains under Section 11.4 or as Applicable Law requires), 7.2 through 7.4, 8, 9, 10.2, 10.3, 11.3 through 11.5, and 12 through 21, and any other provision that by its nature should survive, survive any expiration or termination of these Terms.

12. Disclaimer of warranties

12.1 THE SERVICES, ALL OUTPUT AND ALL ACTIONS TAKEN BY AGENTS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND YOUR USE OF THEM IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SESI PARTIES DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

12.2 WITHOUT LIMITING SECTION 12.1, NO SESI PARTY WARRANTS THAT THE SERVICES, ANY OUTPUT OR ANY ACTION TAKEN BY AN AGENT WILL BE ACCURATE, COMPLETE, LAWFUL, NON-INFRINGING, SAFE, UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES, OR ANY DEVICE, ACCOUNT OR DATA CONNECTED TO THEM, WILL BE FREE FROM UNAUTHORIZED ACCESS, LOSS, CORRUPTION, MALWARE, PROMPT INJECTION OR OTHER SECURITY COMPROMISE. YOU ARE RESPONSIBLE FOR THE SECURITY OF YOUR DEVICES, CREDENTIALS AND CONNECTED ACCOUNTS AND FOR BACKING UP YOUR SYSTEMS AND DATA.

12.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ANY SESI PARTY OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12.4 Where Applicable Law does not permit the exclusion of a warranty, that warranty is limited in duration to the shortest period, and in scope to the narrowest extent, permitted by Applicable Law.

13. Limitation of liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY SESI PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL OR BUSINESS OPPORTUNITY, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES, ANY OUTPUT, ANY ACTION TAKEN BY AN AGENT, ANY THIRD-PARTY SERVICE, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR SYSTEMS, OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND STATUTE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE SESI PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU ACTUALLY PAID TO SESI FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY, LESS ANY AMOUNT REFUNDED TO YOU, AND (B) FIFTY UNITED STATES DOLLARS (US$50). THIS SECTION 13.2 DOES NOT LIMIT ANY REFUND EXPRESSLY DUE UNDER SECTION 4.8.

13.3 SECTIONS 13.1 AND 13.2 DO NOT LIMIT ANY LIABILITY TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT IT TO BE LIMITED. WHERE APPLICABLE LAW DOES NOT PERMIT A LIMITATION IN THIS SECTION 13, THAT LIMITATION APPLIES TO THE MAXIMUM EXTENT APPLICABLE LAW PERMITS. THE LIMITATIONS IN THIS SECTION 13 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND THEY ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SESI.

13.4 If you reside in New Jersey, Sections 12, 13 and 15 apply only to the extent New Jersey law permits, and nothing in these Terms limits any right you have under New Jersey law that cannot be waived by agreement.

14. Governing law; arbitration

14.1 Governing law. These Terms and every Dispute are governed by the laws of the State of Florida and applicable United States federal law, without regard to conflict-of-laws principles. The Federal Arbitration Act, 9 U.S.C. §1 et seq. (the “FAA”), governs the interpretation and enforcement of this Section 14.

14.2 Pre-arbitration notice. Before commencing any arbitration or, under Section 14.5(e), any court action, the claiming party shall deliver to the other party a written notice of Dispute stating the claimant’s name, the email address associated with any Account, a description of the Dispute and the specific relief sought, signed by the claimant personally (or, for SESI, by an authorized officer) and, if represented, by counsel. Notices to SESI shall be sent by email to sess@sessi.ai with the subject line “Legal notice” or by mail to the address in Section 21. SESI will send notices to your Account email address or, if you have no Account, to the email address you used to contact SESI. For sixty (60) days after receipt, the parties shall attempt in good faith to resolve the Dispute. Compliance with this Section 14.2 is a condition precedent to arbitration and to any court action under Section 14.5(e), and applicable limitation periods are tolled during this sixty-day period.

14.3 Mandatory arbitration. Except as Section 14.5 provides, you and SESI agree that every Dispute shall be resolved exclusively by final and binding arbitration on an individual basis before a single arbitrator, administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules or, if you accepted these Terms on behalf of a legal entity other than a natural person, its Commercial Arbitration Rules, and, where twenty-five (25) or more similar demands are filed by or with the assistance of the same or coordinated counsel, its Mass Arbitration Supplementary Rules (collectively, the “Rules”). Except as provided in the next sentence, the arbitrator has exclusive authority to resolve any dispute concerning the scope, applicability, enforceability or validity of this Section 14. A court of competent jurisdiction has exclusive authority to decide (i) whether an agreement to arbitrate was formed, (ii) the enforceability of Section 14.4, (iii) whether a request for public injunctive relief may be waived, and (iv) whether a rejection under Section 14.9 is effective. Hearings shall be conducted by video conference or on written submissions unless the arbitrator orders otherwise, and any in-person hearing shall take place at the location the Rules require. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim. Each party shall keep confidential any document or information that the other party submits in the arbitration and designates as confidential, except as necessary to enforce or challenge an award, as required or permitted by Applicable Law, in communications with any governmental authority, or in a later proceeding between the same parties. If the AAA is unavailable or declines to administer, the parties shall select another arbitration provider by agreement within thirty (30) days, failing which a court shall appoint an arbitrator under 9 U.S.C. §5.

14.4 CLASS ACTION AND JURY TRIAL WAIVER. YOU AND THE SESI PARTIES MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON, EXCEPT AS THE RULES PROVIDE FOR ADMINISTRATIVE BATCHING. EXCEPT WHERE APPLICABLE LAW RENDERS A PRE-DISPUTE JURY WAIVER UNENFORCEABLE, YOU AND EACH SESI PARTY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY.

14.5 Matters outside arbitration. Neither you nor any SESI Party shall commence or maintain any action concerning a Dispute in any court, except: (a) an action to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on an award under the FAA; (b) an action for temporary or preliminary injunctive relief solely to preserve the status quo pending arbitration, including to prevent unauthorized access to either party’s systems or infringement or misappropriation of either party’s intellectual property; (c) an action to decide a claim or request severed under the following sentence; (d) an individual action in a small claims court of competent jurisdiction, for so long as the action remains in that court and proceeds only on an individual basis; or (e) if you have rejected Section 14.3 under Section 14.9, an individual action by or against you in the courts specified in Section 14.7. If a court finally determines that Section 14.4 is unenforceable as to any claim, or that a request for public injunctive relief may not be waived, that claim or request alone shall be severed and decided by a court, and shall be stayed until the arbitration of all other claims is complete. In no event shall any claim proceed in arbitration on a class, collective or representative basis.

14.6 Fees and costs. (a) Except as provided in paragraph (c), each party shall bear its own attorneys’ fees, expert fees, witness fees and other costs in any arbitration or court proceeding concerning a Dispute, regardless of outcome, other than the filing, administrative and arbitrator fees addressed in paragraph (b). The arbitrator or court may award attorneys’ fees or costs only where an applicable statute expressly authorizes that award to the party seeking it, and only as that statute permits. Amounts payable under Section 4.11 or Section 15 are damages and are not fees or costs within the meaning of this Section 14.6. (b) Each party shall pay the filing, administrative and arbitrator fees that the Rules assign to it, and SESI shall pay those assigned to the business party within the time the Rules or Applicable Law require. SESI has no obligation to pay, advance or reimburse any fee, cost or expense that the Rules assign to you. (c) The arbitrator or court may award fees and costs against any party whose claim or defense the arbitrator or court finds frivolous, brought for an improper purpose, or asserted in bad faith, applying the standard of Federal Rule of Civil Procedure 11(b).

14.7 Venue for permitted court actions. Any court action permitted by Section 14.5, other than an action under Section 14.5(d), shall be brought exclusively in the state courts located in Alachua County, Florida, or the United States District Court for the Northern District of Florida, and each party irrevocably submits to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum, except to the extent Applicable Law that cannot be waived by agreement entitles you to bring or defend that action in the county of your residence.

14.8 Severability of this Section. If any part of this Section 14 is found unenforceable, that part shall be severed and the remainder of this Section 14 shall be enforced, subject to Section 14.5.

14.9 Rejection of arbitration. You may reject Section 14.3 by written notice sent by email to sess@sessi.ai with the subject line “Arbitration opt-out”, stating your name and the email address associated with your Account, within thirty (30) days after you first accept these Terms. A rejection is effective only if given within that period and affects only Section 14.3; every other provision of these Terms, including Sections 14.1, 14.2, 14.4, 14.6 and 14.7, continues to apply to you.

15. Indemnification

15.1 To the maximum extent permitted by Applicable Law, you shall defend, indemnify and hold harmless the SESI Parties from and against any and all claims, demands, actions and proceedings brought by any person other than you or a SESI Party, and all resulting losses, liabilities, damages, judgments, settlements, fines, penalties, costs and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or relating to: (a) your User Content; (b) any use, publication, distribution or execution of Output by you or on your behalf; (c) any action taken by an Agent within the permissions you granted, including in any account, system or Third-Party Service that you connected, other than an action excluded from your responsibility by Section 2.2 or Section 6.2; (d) your breach of these Terms or of any representation or warranty in them; (e) your violation of Applicable Law or of the rights of any person; or (f) any unauthorized use of your Account resulting from your failure to safeguard your credentials or devices.

15.2 Your obligations under Section 15.1 do not apply to the extent a Loss results from the negligence or willful misconduct of any SESI Party, or from a defect in SESI’s software that SESI knew of and failed to correct or disclose, as determined by an arbitrator or court or, for a settled claim, as reasonably allocated in good faith by the parties, or to the extent a Loss is a fine or penalty imposed on a SESI Party for its own conduct. SESI shall reimburse any defense costs you advanced, to the extent of that allocation. Inaccurate Output is not, by itself, a defect in SESI’s software, and an Agent following instructions embedded in content it processes is not a defect in SESI’s software unless it results from a vulnerability that SESI knew of and failed to correct or disclose. This Section 15 does not entitle any SESI Party to recover attorneys’ fees or costs incurred in any Dispute between you and SESI, including any Dispute to enforce this Section 15.

15.3 SESI will notify you of any claim for which it seeks indemnification; a delay in notice relieves you of your obligations only to the extent you are materially prejudiced by it. SESI may, at its election, (a) require you to assume the defense of the claim with counsel reasonably acceptable to SESI, or (b) control the defense itself, in which case the defense costs recoverable from you must be reasonable. You shall cooperate with SESI as SESI reasonably requests. You shall not settle any claim without SESI’s prior written consent, and SESI shall not settle any claim at your expense without your prior written consent, which you shall not unreasonably withhold.

16. Export controls and sanctions

The Services are subject to United States export control and economic sanctions laws. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive United States sanctions; that you are not identified on, or owned or controlled by any person identified on, any United States government restricted-party list; and that you shall not export, re-export, transfer or use the Services in violation of those laws or for any prohibited end use, including the development of weapons.

17. Copyright complaints

SESI responds to notices of alleged copyright infringement that comply with 17 U.S.C. §512(c)(3). Notices shall be sent to SESI’s designated agent, Copyright Agent, SESI.AI LLC, at the address in Section 21 or by email to sess@sessi.ai with the subject line “Copyright notice”; the agent’s telephone number is +1 (561) 329-3265. SESI may process counter-notifications under 17 U.S.C. §512(g). SESI has adopted, and reasonably implements, a policy of terminating, in appropriate circumstances, the Accounts of repeat infringers.

18. Security research

Security vulnerabilities may be reported to sess@sessi.ai with the subject line “Security report”. Research that satisfies every condition of this Section 18 is authorized under these Terms, and SESI will not initiate legal action against you in respect of it. The conditions are that you: (a) act in good faith; (b) do not access, modify or retain data that is not your own beyond the minimum necessary to demonstrate the vulnerability; (c) do not degrade or disrupt the Services or destroy data; (d) do not disclose the vulnerability to any third party until SESI has had a reasonable time to remediate it; and (e) do not demand payment or other consideration as a condition of disclosure. This Section 18 does not authorize any activity that violates Applicable Law or the rights of any third party, and confers no right to any reward.

19. Amendments and effective date

19.1 SESI may amend these Terms from time to time. SESI will give at least thirty (30) days’ notice of any material amendment by email to your Account email address or, if you have no Account, to the email address you last provided to SESI, and within the Services. A material amendment takes effect as to you on the earlier of your affirmative acceptance of it or the end of that notice period. If you have an Account, SESI may require your acceptance before your continued use, and if you do not accept, Section 19.4 applies. Non-material amendments, including clarifications and corrections, take effect upon posting.

19.2 Amendments apply prospectively only. No amendment applies to any Dispute that arose, or any claim that was filed, before the amendment took effect as to you, and no amendment to Section 14 applies to any Dispute of which SESI had actual notice before the amendment took effect. Any such Dispute is governed by the dispute-resolution provisions of the version of these Terms in effect when it arose. A Dispute “arises” on the date of the earliest act or omission on which it is based.

19.3 For any person who accepted a prior version of these Terms, this version takes effect as a material amendment under Section 19.1. An arbitration opt-out given under a prior version, within the period that version allowed, remains effective and has the effect of a rejection under Section 14.9, even if given after this version takes effect as to you.

19.4 If you do not accept a material amendment, you may close your Account before it takes effect, in which case SESI will refund your unused Purchased Credits under Section 4.8(d), subject to Section 4.9. This is your sole remedy.

20. General provisions

• 20.1 Entire agreement; order of precedence. These Terms, together with the price, billing period and Plan Credit allotment presented to you at checkout, constitute the entire agreement between you and SESI concerning the Services and supersede all prior and contemporaneous agreements, proposals and representations, written or oral, concerning that subject. In the event of conflict, these Terms control over any other SESI policy, page, advertisement or communication, except that the price, billing period and Plan Credit allotment presented at checkout control as to those three matters, and except where SESI has executed a separate written agreement with you.
• 20.2 Severability. If any provision of these Terms is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and reformed to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force and effect, subject to Sections 14.5 and 14.8.
• 20.3 No waiver. No failure or delay by SESI in exercising any right constitutes a waiver of that right. Any waiver is effective only if in writing and signed by an authorized representative of SESI.
• 20.4 Assignment. You may not assign, delegate or transfer these Terms or any right or obligation under them, by operation of law or otherwise, without SESI’s prior written consent, and any attempt to do so is void. SESI may assign these Terms without restriction.
• 20.5 Set-off. SESI may set off any amount you owe SESI under these Terms against any amount SESI owes you.
• 20.6 Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including failures of Third-Party Services, internet, telecommunications or power; cyberattacks; natural disasters; epidemics; war; terrorism; civil unrest; labor disputes; and governmental action. This Section 20.6 does not excuse any obligation to pay amounts or refunds due.
• 20.7 Electronic records. You consent to receive electronically all agreements, notices, disclosures, receipts and other records that SESI provides in connection with the Services (“Records”), by email to your Account email address or within the Services, and agree that Records so delivered satisfy any requirement that they be in writing. To access and retain Records you need a device with internet access, a current standard web browser, an email account and software that displays HTML and PDF files. You may request a paper copy of any Record without charge, or withdraw this consent, by email to sess@sessi.ai. Because the Services are provided only electronically, withdrawal results in closure of your Account, and SESI will refund your unused Purchased Credits under Section 4.8(d), subject to Section 4.9. You shall keep your Account email address current on your Account settings page. SESI will notify you of any change in these requirements that creates a material risk that you cannot access or retain Records.
• 20.8 Relationship of the parties; third-party beneficiaries. The parties are independent contracting parties. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary or employment relationship. Except for the SESI Parties under Sections 12, 13, 14 and 15, these Terms confer no rights on any person other than you and SESI.
• 20.9 Government users. The Services are “commercial computer software” and “commercial computer software documentation” within the meaning of FAR 12.212 and DFARS 227.7202, and United States government users receive only the rights set out in these Terms.
• 20.10 Interpretation. The English-language version of these Terms controls; any translation is for convenience only. Headings are for convenience only and do not affect interpretation.

21. Notices and contact

SESI.AI LLC, 5049 NE 48th Court, High Springs, Florida 32643, United States. Email: sess@sessi.ai. Notices under Section 14.2 are effective only if given as stated in that Section.