Lizzy AI – User Terms of Service

These User Terms of Service (the “User Terms”) govern your access and use of LizzyAI’s services (the “Services”). If you access or use the Services after being notified of a change to the User Terms, you confirm that you have read, understand and agree to be bound by the User Terms. “We”, “our” and “us” currently refers to NextFrontierAI, Inc. (“LizzyAI”). Please review our Privacy Policy for more information on how we collect and use personal data in connection with the Services.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ARBITRATION.

An organization or other third party that we refer to in these User Terms as “Customer” has invited you to use the Services as part of an interview (an “Interview”). Customer has separately agreed to or entered into our Master Services Agreement, Platform Terms of Service or other written agreement with us (in either case, the “Agreement”) that permits Customer to create and configure an Interview that you could join (each invitee granted access to the Services, including you, is a “Customer User”). The Agreement contains our commitment to deliver the Services to Customer, who may then invite Customer Users to join an Interview. When a Customer User (including, you) submits content or information to the Services (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer.

AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY CUSTOMER USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY CUSTOMER USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE AGREEMENT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY CUSTOMER USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. LIZZYAI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

Customers are solely responsible for all employment decisions. The Services do not constitute an “automated employment decision tool” (“AEDT”) as defined under applicable law, including but not limited to the New York City Local Law 144, because the Services are not used to substantially assist or replace discretionary decision-making in employment decisions such as hiring or promotion. LizzyAI shall have no responsibility for any claims, actions, or proceedings arising from the Customer’s use of the Services, including but not limited to, including but not limited to, violations of employment laws (or allegations thereof), claims of discrimination, wrongful termination, and other employment-related disputes (“Employment Claims”).

If we believe that there is a violation of the Agreement, User Terms, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Customer Users, or any third parties.

To the extent prohibited by applicable law, the Services are not intended for and should not be used by (a) anyone under the age of sixteen or (b) anyone under the applicable age of majority according to the data protection laws and regulations in your jurisdiction. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true.

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including LizzyAI's) rights.

Subject to these User Terms, we grant you a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that LizzyAI owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by LizzyAI. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that LizzyAI is not responsible for such risks.

LizzyAI has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, LizzyAI will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that LizzyAI shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

In the event that you have a dispute with Customer or any other user of the Services, you release LizzyAI, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Warranty Disclaimer. LizzyAI and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (LizzyAI and all such parties together, the “LizzyAI Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the LizzyAI Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. THE SERVICES AND CONTENT ARE PROVIDED BY LIZZYAI (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE LIZZYAI PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the LizzyAI Parties harmless 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 claims relating to (a) your use of the Services, (b) your relationship with a Customer (including any Employment Claims) and (c) your violation of these User Terms.

Assignment. You may not assign, delegate or transfer these User Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without LizzyAI's prior written consent. We may transfer, assign, or delegate these User Terms and our rights and obligations without consent.

Choice of Law. These User Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with LizzyAI and limits the manner in which you can seek relief from LizzyAI. Both you and LizzyAI acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these User Terms, LizzyAI's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these User Terms, and that upon your acceptance of these User Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these User Terms against you as the third-party beneficiary hereof.

Assignment. You may not assign, delegate or transfer these User Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without LizzyAI's prior written consent. We may transfer, assign, or delegate these User Terms and our rights and obligations without consent.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these User Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York County, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. LizzyAI will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. LizzyAI will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or LizzyAI may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND LIZZYAI WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and LizzyAI are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and LizzyAI over whether to vacate or enforce an arbitration award, YOU AND LIZZYAI WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor LizzyAI is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 25 Christopher Columbus Dr, APT 2607, Jersey City, NJ 07302 postmarked within thirty (30) days of first accepting these User Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number address, (ii) the email address and/or telephone number provided to us, and (iii) a clear statement that you want to opt out of these User Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or LizzyAI to litigate any dispute arising out of or relating to the subject matter of these User Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and LizzyAI agree that any and both you and LizzyAI agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, New York, or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with LizzyAI.

Notices. Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Customer Users through the Services. Notices to LizzyAI should be sent legal@lizzy-ai.com. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Agreement will be delivered solely to Customer in accordance Agreement will be delivered solely to Customer in accordance with the terms of that agreement. Please also feel free to contact us if you have any questions about LizzyAI’s User Terms. You may contact us at legal@lizzy-ai.com.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that LizzyAI may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any herein shall not be deemed a waiver of any further rights hereunder. If any provision of these User Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these User Terms shall otherwise remain in full force and effect and enforceable. You and LizzyAI agree that these User Terms are the complete and exclusive statement of the mutual understanding between you and LizzyAI, and that these User Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these User Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of LizzyAI, and you do not have any authority of any kind to bind LizzyAI in any respect whatsoever. Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and LizzyAI agree there are no third-party beneficiaries intended under these User Terms.