Term of Use

Version October 2023

These terms of use (“Terms of Use”) apply when you use the services of Hatch Duo LLC, including but not limited to our application programming interface (“API”), data, design, developer services, documentation, graphics, images, interface, software, text, tools, and websites (“Services”). The Terms include our Privacy Policy, Sharing & Publication Policy, Terms of Use, and other documentation, guidelines, or policies of which may be provided in writing. By using our Services, you agree to these Terms. If you do not agree to any Terms, do not use our Services. Our Privacy Policy explains how we collect and use personal information. These Terms may be amended from time to time at any time by posting a revised version on our website. Any such revisions will be effective immediately. Your continued use of the Services after any change means you agree to such change.

When we say “we”, “us”, “our”, “Hatch Duo”, or “Mooed.ai”, we mean Hatch Duo LLC, and when we say “you”, “your”, “customer”, and “user”, we mean anyone who uses our Services, including, without limitation, all beneficiaries of this Agreement.

1. Using Our Services.

a. Subject to these Terms, we grant you a non-exclusive right to use these Services when you access or use these Services. You must comply with these Terms and any applicable laws when using the Services. We own all rights, title, and interest in and to the Services and any derivatives thereof.

b. To use these Services, you must be at least thirteen (13) years old. If you are under eighteen (18) or the legal age to enter into your own agreements, you must have your parent or legal guardian’s permission to use these Services. You must be duly authorized to accept these Terms if you use these Services on behalf of another person, entity, or organization. We reserve the right to terminate your access to our Services if you register for an account or use these Services by providing inaccurate and incomplete information or if you make your account or login credentials available to those outside your entity or organization. You are ultimately responsible for all activities that occur on your account or by using your login credentials.

c. You shall not or attempt to: (i) reverse assemble, compile, or engineer, decompile, translate, or otherwise attempt to discover or reveal the source code or underlying aspects or elements of algorithms, processes, models, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (ii) use the Services in a way that infringes, misappropriates, or violates any person’s rights, any applicable law, or these Terms, including causing harm to the reputation or goodwill of Hatch Duo or Mooed.ai; (iii) represent that any output from the Services was human-generated when it is not; (iv) unless otherwise permitted by these Terms such as through the API, use any automated or programmatic means or processes to extract data, information, or output from the Services, including any scraping or web data extraction or harvesting; (v) use any output from the Services, or any derivates thereof, that compete with Mooed.ai; (vi) purchase, sell, or transfer API keys without our prior written consent; (vii) copy, replicate, or create derivative works based on any Services or its underlying technology; and/or (viii) send us any personal information of children under thirteen (13) or the applicable age of digital consent. You shall comply with any rate limits or restrictions and other requirements in our Terms and documentation. You may only use these Services in jurisdictions that are supported by Mooed.ai.

d. Any third-party services, software, or other products you use in connection with the Services are subject to their own terms and conditions. We are not responsible for any third-party services, software, or products.

e. We appreciate comments, feedback, ideas, proposals, reviews, and suggestions for improvements. We may use any of the foregoing provided to us by you without restriction or compensation to you.

2. Content When Using Services.

a. When you provide input to the Services (“Input”), you may receive output generated and returned by the Services in reliance of or due to the Input (“Output”) (collectively, the “Content”). As between the parties and to the extent permitted by applicable law, you own the Input. Subject to your strict compliance with these Terms, Mooed.ai may assign to you all its rights, title, and interest in and to Output depending on the account type. If such assignment is made, you are permitted to use Content for any purpose, including commercial purposes such as sale or publication, only if you are in strict compliance with these Terms. Mooed.ai may use Content and any derivates thereof to provide and maintain the Services (including any advertising or marketing purposes), comply with applicable law, and enforce our Terms. You are ultimately responsible for Content, including any derivates thereof, and for ensuring that Content does not violate any applicable law or these Terms.

b. Similarity of Content. Due to the nature of artificial intelligence (“AI”) and machine learning, Output may not be unique across all users and the Services may generate the same or similar output for Mooed.ai, other users, or a third party. It is possible that other users may ask similar or the same questions and receive a similar or the same response. You agree and acknowledge that responses requested by and generated for other users are not your Content.

c. Accuracy. AI and machine learning are constantly and rapidly evolving. Our goal is to continuously work to enhance and improve our Services. Given the nature of AI and machine learning, you should evaluate any Output as appropriate for your purpose or use case, including by using human review of the Output.

d. Use of Content to Improve Services. We do not use Content provided by you or you received from our API to develop or improve our Services. We may use any Content from Services other than our API to help develop and improve our Services. You can opt out of the foregoing by emailing Hatch Duo at [email]. By opting out, it may limit the ability to better address your use of our Services.

3. Fees and Related Terms

a. You must pay all fees charged to your account (“Fees”) that are based on the prices and terms on the applicable pricing page or as otherwise agreed between us and you in writing. Any disputes must be made in writing to Hatch Duo. You must provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method based on an agreed-upon period, but such charge may reasonably be posted on a later date. You authorize Hatch Duo and our third-party payment processor(s) to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice, including by email, and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.

b. From time to time and at any time, we may change our prices by posting notice to your account and/or to our website. Price increases will be effective fourteen (14) days after they are posted. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

c. Unless otherwise stated, Fees do not include federal, state, county, local, and foreign taxes, duties, and other similar assessments (collectively, “Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. Hatch Duo will use the name and address in your account as registered for tax purposes, so you must keep this information accurate, complete, and up-to-date.

d. If you want to dispute any Fees or Taxes, please contact info@hatchduo.com within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a late fee of 1.5% of the unpaid balance per month. We reserve the right to suspend your access to the Services or account after we provide you written notice of late payment for any past due amount of your Fees.

4. Confidentiality, Data Protection, and Security

a. You may be given access to Confidential Information of Hatch Duo and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You must not disclose Confidential Information to any third-party. You shall protect Confidential Information in the same manner you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information is defined as nonpublic information that Hatch Duo or third-parties designate as confidential or should reasonably be considered confidential under the circumstances, including but not limited to data, documentation, processes, software, specifications, and other nonpublic business information. Confidential Information does not include any information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you independently come into possession of it without any confidentiality obligations under these Terms; (iii) is rightfully disclosed to you without any confidentiality obligations by a third-party; or (iv) you independently develop without using Confidential Information. You may disclose Confidential Information when required by law or a valid order of a court or other governmental authority if you give reasonable prior written notice to Hatch Duo and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

b. If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. If you will be using the Mooed.ai API for the processing of “personal data” as defined in the GDPR or “Personal Information” as defined in CCPA, you must contact us prior to your use of the Services.

c. You must implement appropriate and reasonable measures and procedures designed to help secure your access to and use of the Services. Promptly contact Hatch Duo and provide details of any breach or vulnerability related to your use of the Services if you discover any.

5. Term and Termination of Service.

a. Upon your first use of the Services, these Terms take effect and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing your use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days advance written notice. We may terminate these Terms immediately upon notice to you, including by email, if you materially breach Section 2 Usage Requirements, Section 5 Confidentiality, Data Protection, and Security, Section 7 Dispute Resolution, or Section 8 Miscellaneous, if there are changes in our relationships with third-party technology providers outside of our control, or to comply with law or government requests. We reserve the right to suspend or terminate your access to the Services if you do not comply with these Terms, your use is or appears to be a security risk to us or any third-party, or we have a reasonable belief or suspect that your use is fraudulent, illegal, or could subject us or any third-party to liability.

b. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms, which by their nature should survive termination or expiration, should survive, including but not limited to Sections 3 and 5-8.

6. Indemnification; Limitations on Liability; Warranties

a. You shall defend, indemnify, and hold safe and harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products, or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.

b. NEITHER WE NOR ANY OF OUR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS LESS. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

c. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

7. Dispute Resolution. YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

a. You and Hatch Duo agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration. Notwithstanding the foregoing, you have the right to opt out of these arbitration terms and/or future changes to these arbitration terms by providing written notice opting out of this Section 7 Dispute Resolution to Hatch Duo LLC at 510 Lawrence Expy, Ste. 217, Sunnyvale, CA 94085, Attn: Arbitration Opt-Out within thirty (30) days of agreeing to these arbitration terms or the relevant changes.

b. Before filing a claim against Hatch Duo, you agree to try to resolve the dispute informally by sending us notice at info@hatchduo.com of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within sixty (60) days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process. If you reside in the European Union, the European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.

c. Except when prohibited by law, as the exclusive means of initiating adversarial proceedings to resolve disputes arising out of these Terms, including disputes about the scope of this arbitration provision, a party shall submit the dispute for final and binding arbitration to JAMS (www.jamsadr.com), administered under its comprehensive arbitration rules seated and held in Santa Clara County, California before a single arbitrator mutually agreed upon by the parties. The arbitration will be conducted in English and the proceedings and results will be confidential. The arbitrator must award the prevailing party its reasonable attorneys’ fees and expenses and its arbitration fees and associated costs. Any court of competent jurisdiction may enter judgment on the award. Either party may seek preliminary relief from a court of competent jurisdiction to prevent imminent or continuing irreparable harm before filing a demand for arbitration.

d. The arbitration may be conducted by telephone, based on written submissions, video conference, or in-person in Santa Clara County, California, or at another mutually agreed location. All issues are for the arbitrator to decide, except a California court has the authority to determine (i) the scope, enforceability, and arbitrability of this Section 7, including the mass filing procedures below, and (ii) whether you have complied with the pre-arbitration requirements in this section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

e. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

f. Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

g. If, at any time, thirty (30) or more similar demands for arbitration are asserted against Hatch Duo or related parties by the same or coordinated counsel or entities (“Mass Filing”), JAMS will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within one hundred twenty (120) days of the initial pre-hearing conference unless the claims are resolved in advance or the parties agree to extend the deadline. The parties will then have ninety (90) days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties do not resolve the outstanding claims during this time, the parties may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within sixty (60) days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.

h. If any part of this Section 7 is found to be illegal or unenforceable, the remainder will remain in full force and effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 7 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

8. Miscellaneous.

a. These Terms do not create a partnership, joint venture, or agency relationship between you and Hatch Duo. Hatch Duo and you are independent contractors, and neither party shall have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

b. You may not use Hatch Duo or Mooed.ai’s names, logos, or trademarks without our prior written consent.

c. If you believe that your intellectual property rights have been infringed, please send a written notice to the address below. As a result, we may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.

Hatch Duo LLC

510 Lawrence Expy, Ste. 217

Sunnyvale, CA 94085

Attn: Copyright Complaints

Written claims of alleged or possible copyright infringement must include the following information:

A signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where or location on our site the material that you claim is being infringed;
Your contact information, including name, address, telephone number, and e-mail;
A statement by you that you have a good-faith belief the disputed use is not authorized by the copyright owner, its agent or representative, or the law; and
A statement by you, made under penalty of perjury, that the above information in your written notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

d. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all or any of our assets or to any affiliate or as part of a corporate reorganization.

e. All notices will be in writing, including email as provided herein. We may notify you using the account or registration information you provided, or the email associated with your use of the Services. Notice will be deemed served on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Hatch Duo accepts service of process at this address: Hatch Duo LLC, 510 Lawrence Expy, Ste. 217, Sunnyvale, CA 94085, Attn: Legal.

f. If you do not comply with these Terms and Hatch Duo does not act right away, this does not mean Hatch Duo waives any of our rights. Except as provided in Section 7, if a court of competent jurisdiction determines any portion of these Terms is invalid or unenforceable that term will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms.

g. These Services may not be used in or for the benefit of, exported, or re-exported: (a) into any U.S. embargoed countries (collectively, “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Dept.’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control or the U.S. Dept. of Commerce Denied Persons List or Entity List or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with any applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

h. You acknowledge that if you breach or violate these Terms, it may cause irreparable harm to Hatch Duo and Hatch Duo shall have the right to seek injunctive relief against you as well as any other legal remedies.

i. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Hatch Duo regarding the use of the Services and other than any Service-specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Hatch Duo on that subject.

j. These Terms will be governed by the laws of the State of California, excluding California’s conflicts of law rules or principles. Except as provided in the Section 7 Dispute Resolution, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Santa Clara County, California, USA.