Terms of Service

Welcome to the Terms of Service (these "Terms") for the website nonplayer.bot and its subdomains (the "Website"), operated by Nonplayer, a business entity to be formed d/b/a Nonplayer ("Company", "Nonplayer", "we", "us", "our"). The Website and any content, tools, features and functionality offered on or through it, including Personas, Agents, Skills and Concepts, are collectively referred to as the "Services".

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, "you" and "your" means you as the user of the Services. If you use the Services on behalf of a company or other entity then "you" includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

Arbitration and class action waiver. Section 10 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes (with limited exception) related to the Company's Services and/or products through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) to waive your right to participate in class actions, class arbitrations, or representative actions, as set forth below. You have the right to opt-out of the arbitration clause and the class action waiver as explained in Section 10.

Table of contents

1. Who may use the services
2. User accounts
3. Using the services
4. Paid services
5. Privacy policy
6. Rights we grant you
7. Ownership
8. Third party services and materials
9. Disclaimers, limitations of liability and indemnification
10. Arbitration and class action waiver
11. Additional provisions

1. Who may use the services

You must be 18 years of age or older to use the Services. By using the Services, you represent and warrant that you meet this requirement.

2. User accounts

Creating and safeguarding your account

To use the Services, you need to create an account by signing in with a Google account ("Account"). You agree to provide us with accurate, complete and updated information for your Account. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your log-in credentials, including the credentials of the Google account you use to sign in. We are not liable for any acts or omissions by you in connection with your Account. You may not allow anyone else to use your Account. You must immediately notify us at hello@nonplayer.bot if you know or have any reason to suspect that your Account or log-in credentials have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You may only create one Account at a time to use the Services, unless we agree otherwise. You agree not to create any Account if we have previously removed your Account, or we previously banned you from any of our Services, unless we provide written consent otherwise.

Deleting your account

You may delete your Account at any time from within the Services using the "Delete account" option in your workspace. Deleting your Account permanently deletes your Personas, Agents, messages, Concepts, documents, Skills and profile, and stops any scheduled autonomous activity, as further described in our Privacy Policy. Deletion cannot be undone.

3. Using the services

What Nonplayer does

The Services let you create AI-powered characters ("Personas") that are shaped around your ideas, goals, voice and priorities, and work with them in ongoing conversations ("Agents"). Personas are powered by artificial intelligence and machine learning technologies ("AI"), including third-party large language models. Depending on the features you use, a Persona may research topics on the public web, read and summarize web pages, maintain long-term notes and documents about your projects and the people and organizations relevant to them ("Concepts"), run automated workflows ("Skills"), and draft content and plans on your behalf.

Autonomous activity

Agents may act on a schedule while you are away ("Heartbeats"). During a Heartbeat, a Persona may, without a new instruction from you, continue work toward the goals you have given it, including by researching the web, running Skills, and creating or updating Concepts. Heartbeats are enabled by default for new Agents, and you can change or turn off the schedule for each Agent at any time. You are responsible for the activity of your Agents, including autonomous activity, in the same way you are responsible for activity you initiate directly.

Inputs, outputs and actions

As a part of the Services, you may provide or otherwise make available to us (including by connecting third-party services to the Services), actively or passively, prompts, persona descriptions, messages, text, documents or other materials and data for processing ("Input") into the Services, and the Services will use AI tools and functionalities to generate responses, Personas, Concepts, Skills, data, instructions and other materials based on your Input ("Output") or take actions on your behalf ("Actions") based on your Input. Inputs and Outputs are collectively referred to in these Terms as "Materials".

Input

By submitting or making available any Input through the Services, you represent that (i) you have obtained all rights, licenses, consents, permissions, power and/or authority necessary to submit and use (and allow us to use) such Input in connection with the Services, (ii) your submission of an Input in connection with your use of the Services, including to generate Output or take Actions, will not breach or violate any third party's rights, third party's terms and conditions or applicable law, and (iii) your Input will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to provide the Input and to allow us to use the Input as described in these Terms.

Personas that depict real people

You may create a Persona that represents yourself. You may create a Persona that depicts, imitates or is presented as any other real, identifiable person only if you have that person's permission. You may not use any Persona, or any Output, to impersonate a real person or to mislead anyone about who they are communicating with, including by presenting a Persona as a human where doing so would deceive them or where disclosure that they are interacting with AI is required by law. When a Persona researches or records information about other people, you are responsible for ensuring that your use of that information complies with applicable law and respects those people's rights.

Connected services

The Services may interact with third-party websites, applications and services on your behalf (each, a "Connected Service"). Today, this includes Personas retrieving publicly available web pages and search results; in the future, we may offer features that let you connect third-party accounts so that Personas can communicate, publish or take other Actions there. You hereby authorize the Services to access and interact with Connected Services on your behalf. For any Connected Service you choose to connect, you also authorize us to access, copy, collect, and index data from it, exchange data with it and take Actions on it on your behalf. For clarity, data collected by the Services from your Connected Services is considered your Input, and data generated and provided by the Services to Connected Services is considered your Output. You are solely responsible for ensuring that interactions the Services take with any Connected Service on your behalf are permitted under the terms and conditions that apply to your use of such Connected Service.

If you disconnect a Connected Service, we may still retain data previously collected from it until you delete the relevant Agent, Persona or your Account.

Actions

You authorize the Services to take Actions on your behalf as the Services may deem are responsive to your Input, including Actions taken autonomously during Heartbeats. When the Services take an Action on a Connected Service on your behalf, including to send a message, publish content, or make a purchase, you agree that (i) our Services are merely facilitating your interactions with such Connected Service by exchanging data with such Connected Service on your behalf; (ii) you authorize the Services to share your relevant information with the Connected Service, including, for any purchase, with its payment provider; (iii) for any Actions to make a purchase on a Connected Service, (A) neither we nor our Services are processing payment for any purchase, (B) you, not us, are making such purchase, (C) we are not the buyer or seller or otherwise a party to such transaction, (D) such purchase is subject to the Connected Service provider's terms and conditions, including pricing, fees, shipping, cancellation and refund policies, and (E) disputes regarding any such purchase are between you and the applicable Connected Service provider, not us. You hereby appoint the Services as your agent to send communications, enter into agreements, commitments or transactions on your behalf or confirm your acceptance to the terms and conditions of any such third party service or application that the Services interact with on your behalf as part of such Actions. Any such communications, agreements or commitments shall be binding on you as if made or entered into directly by you.

Materials

The Company does not claim any ownership in your Materials; provided that, for clarity, the Company, its affiliates or their respective licensors own and will continue to own the Services and all technologies that were used to generate Outputs or take Actions. Due to the nature of AI technologies, the Company makes no representation or warranty to you that any copyright or other intellectual property rights will vest in any Output. Other users may create and use their own output that is similar or the same as your Output, such as because the same or similar input was provided, and you agree that such other users can use their own independently created output for their own purposes.

You grant us a worldwide, non-exclusive, royalty-free license to host, store, process, reproduce and display your Materials as necessary to provide, maintain, secure and support the Services for you, and for the other purposes described in our Privacy Policy. We do not use your Materials to train or fine-tune AI models, and we do not permit the third-party AI model providers that power the Services to do so. We may use Materials in de-identified or aggregated form, which no longer identifies you, to evaluate and improve the quality, prompts and features of the Services.

Authorized Company personnel may access your Materials only as needed to provide support you request, to investigate and fix technical problems, to review suspected abuse or safety issues, to enforce these Terms, or to comply with law.

Responsibilities and acknowledgment of risks

The Services are not error-free and may generate Output containing incorrect or incomplete information or make errors in their Actions. Personas are AI characters: they may express opinions, make claims about people or organizations, or describe events that are inaccurate. Please be careful when using the Services to take Actions as Actions may not always be reversible. Please verify the accuracy of any Output and its suitability for your use case before relying on it. You are responsible for your Inputs, Actions, and use of any Output, including all consequences, whether financial, contractual, legal, reputational, or otherwise, arising from any Action or your use of any Output. You acknowledge that the accuracy and completeness of any Action depends on the Input you provide. If you provide Input that is inaccurate, incomplete, or otherwise insufficient, the resulting Action may be incorrect, incomplete, or otherwise not as you intended. You are responsible for evaluating the suitability of the Services for your intended Actions. We are not responsible for any unintended Actions or any loss, damage, charge, liability, or other consequence arising from Actions, including interactions with any Connected Services on your behalf.

Web pages and other third-party content that Personas read may contain misleading instructions designed to manipulate AI systems. We work to limit the effect of such content, but cannot guarantee that a Persona will never be influenced by it.

You represent and warrant that you have all necessary rights, licenses, permissions and authority to provide or make available to the Services, and to authorize the Services to take Actions on your behalf, and to use any account credential, password or other access method you provide or make available to the Services (including for Connected Services). You agree that your Actions and use of Output will not violate these Terms, any third-party terms and conditions, any third-party's rights, or applicable laws.

You will not use the Services to take Actions or rely on Output where doing so without meaningful human review would be unlawful, unsafe, or otherwise inappropriate. We may implement safeguards, confirmation requirements, or other controls on certain Actions, such as requiring your approval before a Persona builds a new Skill; however, we make no representation or warranty that such safeguards will prevent unintended or erroneous Actions. As such, you remain responsible for configuring any additional safeguards or restrictions on Actions, including Heartbeat schedules and appropriate security settings, permissions, and sharing settings on each Connected Service. Records of Actions available through the Services may not always be accurate. You are responsible for independently verifying the accuracy and appropriateness of Actions and regularly monitoring Actions.

4. Paid services

The Services are currently offered without charge. We may in the future require you to pay fees to access or use certain features of our Services, and we will tell you before any fees apply to you. If you purchase any of our paid Services, you agree to pay us the applicable fees and taxes in U.S. Dollars, and authorize us or our payment processor to charge your credit card or other payment method for such amount. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You acknowledge and agree that all information you provide with regards to a purchase of our paid Services, including, without limitation, credit card or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor. Your access to paid Services will not be provided until payment has been received in full, and any holds on your account by any payment processor are solely your responsibility. The Company may, at any time, revise or change the pricing for the Services, or any portion thereof. You agree that we will not be held liable for any errors caused by third-party payment processors used to process fees paid by you to us. Except to the extent required by applicable law, all payments are non-refundable.

5. Privacy policy

Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://nonplayer.bot/privacy.

6. Rights we grant you

Right to use services

We hereby permit you to use the Services for your personal use or for the internal purposes of the business you represent, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that the Company, in its sole discretion, may elect to take.

Restrictions on your use of the services

You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

• download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for your own Materials, temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
• duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
• use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
• use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
• access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
• attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
• circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services, including any usage limits or the restrictions placed on Skills;
• use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, "mines," scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
• use the Services, including Personas, web research or Skills, to send unsolicited bulk messages, to scrape or harvest personal information at scale, to attack or overload any third-party website, or to access any system you are not authorized to access;
• use the Services to build profiles of individuals for the purpose of stalking, harassment, discrimination, surveillance, or making decisions about their eligibility for employment, credit, housing, insurance or similar opportunities;
• use the Services for benchmarking purposes, to create or develop any competing products or services or to improve or train other AI models, tools or technologies;
• use Output to train, distill or fine tune any other AI models that compete with the Services;
• introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
• submit, transmit, display, perform, generate, post or store any Input or other content that is inaccurate, unlawful, defamatory, obscene, lewd, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, or use the Services for any of the foregoing purposes or for any other illegal, unethical or disruptive purposes;
• create a Persona that depicts a real person without their permission, or use a Persona to impersonate any person or entity;
• create, use or distribute Output in a fraudulent or misleading way, including, for instance, by representing that the Output is entirely human generated or that the Output depicts an actual photograph of a real event;
• attempt to use the Services to generate Output that infringes third party rights; or
• access or use the Services in any way not expressly permitted by these Terms.

Beta offerings

The Services are in early access, and from time to time we may, in our sole discretion, make available certain of our Services on a test or beta basis, or include certain test or beta features or products in the Services ("Beta Offerings") as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an "as is" basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. We may change or discontinue any Beta Offering at any time.

7. Ownership

Ownership of the services

The Services, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than your Materials), including, without limitation, the exclusive right to create derivative works.

Ownership of trademarks

The Company's name, the Company's logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

Ownership of feedback

We welcome feedback, comments and suggestions for improvements to, or other information relating to your experience and practice relating to, the Services ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

Usage data

The Services may generate diagnostic, technical or other usage data relating to how you interact with the Services ("Usage Data"). We may use or disclose Usage Data in de-identified or aggregated forms for any lawful purpose, including to provide, operate, develop, and improve our technologies, products and services.

8. Third party services and materials

Use of third party materials in the services

Certain Services may display, include or make available content, data, information, services, applications or materials from third parties ("Third Party Materials") or provide links to certain third party websites. Third Party Materials include third party software, such as third party large language models, that are included in the Services, as well as web pages, search results and other content that Personas retrieve from the internet. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. Your access and use of Third Party Materials may be governed by additional terms and conditions of the provider of such Third Party Materials, which you agree to comply with.

9. Disclaimers, limitations of liability and indemnification

Disclaimers

Your access to and use of the Services, including Actions taken via the Services, and your use of any Output are at your own risk. You understand and agree that the Services, Outputs and Actions are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the "Company Entities") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services and any Action or Output generated by the Services; (b) any harm to your computer system, loss of data (including data in Connected Services), or other harm that results from your access to or use of the Services or any Action performed by the Services; (c) the operation or compatibility with any other application or any particular system or device, including any Connected Service; (d) your Actions and Outputs; (e) whether the Services, Actions or Outputs will meet your requirements or whether the Services will be available on an uninterrupted, secure or error-free basis; and (f) the deletion of, or the failure to store or transmit, your Materials and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein. You should not rely on the Services or any Action or Output for advice of any kind, including medical, legal, investment, financial or other professional advice. Any Action or Output is not a substitute for advice from a qualified professional. Nothing in these Terms or the Services creates a fiduciary, employment, joint venture, partnership or similar relationship between you and the Company.

The laws of certain jurisdictions, including the State of New Jersey, do not allow limitations on implied warranties or the exclusion or limitation of certain damages as set forth below. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

The Company Entities take no responsibility and assume no liability for any content that you, another user, or a third party creates, uploads, posts, sends, receives, or stores on or through our Services.

You understand and agree that you may be exposed to content that might be offensive, illegal, misleading, or otherwise inappropriate, none of which the Company Entities will be responsible for.

Limitations of liability

To the extent not prohibited by law, you agree that in no event will the Company Entities be liable for any indirect, special, exemplary, incidental, consequential or punitive damages (including, but not limited to, procurement of substitute goods or services, loss of use, data or profits, business interruption or any other damages or losses, arising out of or related to your use or inability to use the Services), however caused and under any theory of liability, whether under these Terms or otherwise arising in any way in connection with the Services or these Terms and whether in contract, strict liability or tort (including negligence or otherwise) even if the Company Entities have been advised of the possibility of such damage. The Company Entities' total liability to you for any damages finally awarded shall not exceed the greater of one hundred dollars ($100.00), or the amount you paid the Company Entities for the Services, if any, in the past six (6) months giving rise to the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Indemnification

By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party, including any person depicted by or researched by your Personas; (c) your misuse of the Services; (d) your Input and Actions and your use of any Output, or (e) your negligence or willful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that the Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with the Company in the defense or settlement of such claim.

10. Arbitration and class action waiver

Please read this section carefully – it may significantly affect your legal rights, including your right to file a lawsuit in court and to have a jury hear your claims. It contains procedures for mandatory binding arbitration and a class action waiver.

Informal process first

You and the Company agree that in the event of any dispute between you and the Company Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

Arbitration agreement and class action waiver

After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to the Company's services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

Exceptions

Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:

• disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
• disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
• intellectual property disputes.

Costs of arbitration

Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

Opt-out

You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to hello@nonplayer.bot. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.

Waiver of right to bring class action and representative claims

To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY'S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING ("CLASS ACTION"). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON'S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES' AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

11. Additional provisions

Email communications

By creating an Account, you agree that we may send you emails related to your Account and the Services, such as welcome messages, service announcements, security notices and notices of changes to these Terms. Where we send marketing emails, you can opt out at any time using the unsubscribe link in the email or by contacting us at hello@nonplayer.bot.

Changes to the services

We may change the content, features, and other services provided as part of the Services from time to time, and we do not guarantee that any particular content, feature, or other service will always be available through the Services.

Updating these terms

We may modify these Terms from time to time in which case we will update the "Last Revised" date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

Termination of license and your account

If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of your Materials. The Company shall not be responsible for the failure to delete or deletion of your Materials. You may stop using the Services and delete your Account at any time as described in Section 2. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company's other rights or remedies at law or in equity.

Injunctive relief

You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

California residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

Export laws

You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

Miscellaneous

These Terms, together with our Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and supersede all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth above, or if arbitration does not apply, then the state and federal courts located in the State of Delaware.

How to contact us

You may contact us regarding the Services or these Terms by e-mail at hello@nonplayer.bot.