Terms of Service
Last updated date: April 24, 2026
1. Introduction
1.1 Thank you for using Migoo (together with our affiliates, “Migoo”, “we”, “us”). These Terms of Service (“Terms”) form a contract between us and you and govern your use of Migoo’s services and associated software applications and websites (all together, the “Services”). By accessing or using the Services, you agree to these Terms.
1.2 As part of the Services, Migoo provides an AI-powered chat interface and serves as a collaborator or personal assistant that learns about you and your preferences and leverages the information you provide to perform tasks, generate content, and take actions on your behalf, including across the third-party applications, platforms, and services that you integrate with the Services (“Connected Services”).
1.3 We are continuously working to develop and improve our Services. We may update these Terms from time to time, including to reflect changes to the Services, the law or regulatory requirements, or for security or safety reasons. If we do so, we will inform you, such as by posting the updated Terms (as indicated by a revised “Last Modified” date at the top of this page) on the Migoo site. If any changes to these Terms would result in changes in the amounts we charge or adversely impact you, we will also give you at least 30 days advance notice of such changes, either via email or an in-product notification or by updating these Terms. All changes are effective immediately when we post them and apply to all access and use of the Services thereafter. Your continued use of the App and Services after such changes constitutes acceptance; if you do not agree to the new terms, you should remove any Connected Services, remove your content from the Services, and stop using the Services.
Notwithstanding the foregoing, any changes to Section 11 (Arbitration Agreement and Class Action Waiver) of these Terms will not apply to any disputes for which the parties have actual notice on or prior to the date the change to these Terms is posted on the Migoo site, and the Terms then in effect as of such date shall apply to any such dispute.
1.4 Our Privacy Policy explains how we collect and use the personal information you provide to us. It is located at https://migoo.ai/policy. Although it does not form part of these Terms, please review the Privacy Policy to understand how we collect and use the information associated with you, your Account (defined below), and your use of the Services.
1.5 We reserve the right to impose limits on certain features or to revoke your access to parts of, or to the entire, Services in our sole discretion and without notice or liability.
2. Creating and Safeguarding Your Account
2.1 To use the Services, you must create a Migoo account (“Account”) by providing accurate, current, and complete registration information. You may also choose to link another account, such as your Apple or Google account. You agree to update the information for your Account promptly and to keep it accurate.
2.2 You are solely responsible for maintaining the confidentiality of your login credentials, API keys, and any other authentication mechanisms. Do not share your credentials with any other person. You are responsible for all activities that occur under your Account, whether or not done or authorized by you. We are not liable for any loss or damage arising from your failure to comply with this section.
2.3 If you create an Account or link your Account to a third-party account or Connected Service, you represent and warrant that you have the authority to take such actions. If you use the Services on behalf of another person or entity, you represent and warrant that you have the authority to accept these Terms on such person or entity’s behalf.
2.4 We reserve the right to suspend or disable your Account if we reasonably believe it has been compromised or is being used in violation of these Terms.
2.5 You must be at least 18 years of age, or of legal age to enter into a binding agreement in your place of domicile, whichever is greater (“Minimum Age”), to use the Services. By creating an Account or using the Services, you represent and warrant that you are at least of Minimum Age. If you are not of Minimum Age, you may not use the Services. Your use of the Services with any Connected Services is subject to any further eligibility requirements imposed by the Connected Services.
3. Your Use of the Services
3.1 Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws as well as our Sharing & Publication Policy, Usage Policies, and any other documentation, guidelines, or policies we make available to you.
3.2 As a part of the Services, you can input, upload, make accessible, and submit information, instructions, and other materials into Migoo (“Input”), including by connecting your account with various Connected Services. Based on your Input, Migoo will use AI tools and functionalities, including third-party AI providers, to generate text, images, video, and other responses (“Output”) or to carry out actions on your behalf (“Actions”). Actions will be undertaken at your instruction and may include processing data, sending communications, creating or modifying files, scheduling events, executing workflows, and interacting with other software and systems, including across the Connected Services.
3.3 You are solely responsible for ensuring that the permissions you grant on your device or via the Connected Services or other third-party accounts are appropriate and do not exceed what is necessary for your intended use. By integrating with Connected Services, you expressly authorize Migoo and the Services to take actions consistent with the permissions you elect to grant (as applicable), including to:
• read, access, and retrieve content from your Connected Services;
• seek to better understand you and your preferences for purposes of providing more relevant Output and Actions;
• draft, create, modify, organize, or delete content (including emails, messages, calendar events, documents, and files);
• send communications on your behalf; and
• perform other operations supported by the Connected Service’s API and your granted permissions.
When using the Services, you are solely responsible for the Actions performed by the Services, determining whether the Services are appropriate for your use case, and authorizing the Service’s access to Connected Services. You accept full legal responsibility for all Actions. You agree to not automatically bypass requests for human confirmation.
3.4 We will endeavor to ensure that the Services will not access Connected Services or perform Actions beyond the scope of instructions you have provided or permissions you have granted on your device or via your other accounts. However, you acknowledge that the AI Assistant may occasionally misinterpret instructions. You are responsible for reviewing Actions and for the results of any Actions, including the contents and details of any communications. We may request explicit confirmation from you for any action involving the permanent deletion of or amendment to your data from third-party services (e.g., Gmail, Drive, Calendar); however, we are not responsible for any loss of data resulting from Actions.
3.5 AI is still improving in accuracy and reliability. When you use our Services, you acknowledge and agree: (a) Output may not always be accurate and may not reflect correct, current, or complete information; (b) Actions may not be error free or operate as you intended; (c) you should not rely on any Output or Actions without independently confirming the accuracy or direction, as applicable; (d) once you have directed or confirmed an Action, such Action may not be reversible; and (e) you must not use any Output for any purpose that could have a material negative impact on a person or their legal rights.
3.6 To the extent permitted by law, we may use your Input or Output to provide, maintain, and improve the Services and to develop other products and services, including to improve our understanding of you and your preferences and to train the models we use. We may also use your Input or Output to comply with applicable law, enforce our Terms and policies, and keep our Services safe.
3.7 To the extent permitted by law, we reserve the right, and have absolute discretion, to remove, screen, edit, or delete any Input or Output at any time, for any reason, and without notice.
3.8 You may revoke or modify access or permissions to any Connected Service through your account settings or, where available, through the Connected Service’s own permission management interface. Revocation does not affect any Actions already executed.
4. Input and Output
4.1 As between you and Migoo, and to the extent permitted by law, you (a) retain all rights that you have in Input and (b) own the Output. Subject to your compliance with these Terms, we hereby assign to you all our right, title, and interest, if any, in and to Output to the extent permitted by law; provided that, Migoo or its affiliates and their respective licensors will continue to own the Services and any other software or technology used to generate any Output.
4.2 Notwithstanding the foregoing, in order to operate the Service, we must obtain from you certain license rights in your Input and Output (as defined above) to ensure that actions we take in operating the Services are authorized. By using the Services and uploading or providing access to any Input, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, create derivative works of, and modify the Input and Output to operate, improve, promote and provide the Services, including to reproduce, transmit, display, publish and distribute Output or take Actions based on your Input. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, perpetual, and irrevocable, and include a right for us to make such Input and Output available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose any Input, Output, or Actions to third parties if we determine such access is necessary to comply with our legal obligations.
4.3 By submitting any Input through the Services, you represent and warrant that 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, including any Input provided through the Connected Services.
4.4 You are responsible for all Inputs you submit to our Services and all Actions. You may not direct the Services to generate any Output or carry out Actions in violation of any applicable intellectual property right, contractual restriction, or other law. You represent and warrant that your submission of Input in connection with your use of the Services, including to generate Output or take Actions on your behalf, will not breach any laws, regulations, or any third party’s terms and conditions, including those of the Connected Services.
4.5 Your use of Migoo, including any Output, may also be subject to license and use restrictions set forth in a third-party license, if applicable. You acknowledge that Output provided to you in response to your Input may be similar to Output provided to other users in response to their Inputs, and we do not purport to assign or transfer any interest in Input or Output from third parties to you through your use of the Services.
5. Prohibited Use of the Services
5.1 You may not do, attempt, facilitate, or help another person or entity do, any of the following in connection with your use of the Services:
(a) violate any applicable law or regulation in connection with your access to or use of the Services.
(b) use our Services in a way that infringes, misappropriates or violates anyone’s rights or that would deceive any person or system.
(c) generate or distribute any content, including any Output, or take any Action that is unlawful, deceptive, fraudulent, harmful, threatening, abusive, harassing, defamatory, obscene, pornographic, inciting, promoting or facilitating violence or criminal activities, or otherwise objectionable (including without limitation any malicious code, viruses, spam, etc.).
(d) use any Output for any purpose that may be considered “high risk” under applicable laws or otherwise could have a material negative impact on a person or their legal rights, such as making credit, educational, employment, housing, insurance, legal, medical, tax, or other important decisions about them. Output does not constitute and should not be construed as professional advice, including on any of the foregoing topics.
(e) modify, copy, lease, sell or distribute any of our Services or develop any products or services that compete with our Services, including developing, training, or improving personal assistant, AI, or machine learning models using Output.
(f) reverse engineer, decompile or discover the source code, algorithms, weights, or other underlying technology or components of our Services, except to the extent this restriction is prohibited by applicable law.
(g) access or use the Services through automated or non-human means, whether through a bot, script, or otherwise, including to crawl, scrape, intercept, or otherwise automatically or programmatically extract any data or Output.
(h) interfere with, harm, overburden, disrupt, or obtain unauthorized access to the Services or to any system or information, including ours, those of our users, or our partners, whether through viruses or malware, by circumventing or bypassing any of our systems or protective measures, or otherwise.
(i) represent that Output was human-generated when it was not, or otherwise misrepresent the source of any Output or whether it was generated using AI.
(j) access or use the Services in any way not expressly permitted by these Terms.
6. Our Intellectual Property Rights
6.1 We and our affiliates and licensors own all rights, title, and interest in and to the Services. Other than the rights of access and use expressly granted in our Terms, our Terms do not grant you any right, title, or interest in or to our Services.
6.2 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, limited, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access, use, display, and download a copy of such software, content and materials provided to you as part of the Services, in each case for the sole purpose of allowing you to use the Services as permitted by these Terms.
6.3 You may not, without our prior written permission, use our name, logos, or other trademarks in connection with products or services other than the Services, or in any other way that implies our affiliation, endorsement, or sponsorship.
6.4 Please refer to Section 3 “Your Use of the Services” for more information about your rights in relation to any Input or Output.
7. Third-Party Services
7.1 Our Services may use or be used in connection with third-party content, services, or integrations, including but not limited to the Connected Services and large language model providers, including Anthropic, Google, and OpenAI. We do not control or accept responsibility for any loss or damage that may arise from your use of any third-party content, services, and integrations, for which we make no representations or warranties. By using the Services, you acknowledge and agree that we are 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 services or websites. Your use of any third-party content, services, and integrations, including the Connected Services, is at your own risk and subject to any terms, conditions, or policies (including privacy policies) applicable to such third-party content, services, and integrations.
7.2 You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the Services. We do not guarantee that the Services can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the Services will be available in any particular geographic location.
7.3 Your access and use of the Services may be interrupted from time to time for various reasons, including, without limitation, due to service interruptions, periodic updating, maintenance, or repair of the Services, failures or outages of Connected Services or other third-party systems, your internet connectivity or equipment, force majeure events, or actions that we may elect to take. We are not liable for such service interruptions
8. Intellectual Property Infringement Notices
8.1 If you believe that your intellectual property rights, including copyright, trademark, or any other intellectual property rights, have been violated and that your intellectual property is accessible through the Services in a way that constitutes infringement, you may notify us at legal@migoo.ai with the following information: (a) identification of the allegedly infringing material and its location; (c) your contact information; (d) a statement of good faith belief that use of the allegedly infringing material is not authorized by the intellectual property right owner or the law; (e) a statement under penalty of perjury that the information you are providing is accurate; and (f) your physical or electronic signature.
8.2 It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
8.3 A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, please provide a written communication to us at legal@migoo.ai. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the intellectual property rights of others.
9. Termination
9.1 You may stop accessing the Services at any time. You may terminate these Terms by uninstalling software applications associated with the Services from your mobile device and deleting your Account. We may suspend or terminate your access to the Services at any time without notice to you if we, in our sole discretion, believe that you have breached these Terms, that your use of the Services could cause risk or harm to us, our users, or anyone else, or that we must do so in order to comply with applicable law. If we terminate your access to the Services due to a violation of these Terms, you will not be entitled to any refund.
9.2 We may also terminate your Account if you have been inactive for over a year and you are not paying for use of the Services.
9.3 We may decide to discontinue our Services. If so, and subject to applicable law, we will give you advance notice and a refund for any prepaid, unused Services.
10. Disclaimers, disclaimer of warranties, limitation of liability, and indemnity
10.1 YOUR ACCESS TO AND USE OF THE SERVICES ARE AT YOUR OWN RISK.
10.2 YOU UNDERSTAND AND AGREE THAT THE SERVICES, OUTPUT, AND ACTIONS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, WE (DEFINED FOR PURPOSES OF THIS SECTION 10 AS MIGOO AND ALL OF ITS AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARTNERS, AND LICENSORS) MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, OUTPUT, AND ACTIONS. WE 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 INPUT, OUTPUT, OR ACTIONS WILL BE SECURE OR NOT LOST OR ALTERED.
10.3 YOU ACCEPT AND AGREE THAT THE USE OF ANY OUTPUT FROM OUR SERVICES AND THAT ANY AND ALL ACTIONS TAKEN ON YOUR BEHALF BY OUR SERVICES ARE AT YOUR SOLE RISK. YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, AND YOU ARE RESPONSIBLE TO VERIFY THAT ANY ACTIONS ARE IN ACCORDANCE WITH YOUR INSTRUCTION. WE ARE NOT RESPONSIBLE FOR THE CONSEQUENCES OF ACTIONS THAT WERE DIRECTED OR CONFIRMED BY YOU OR A USER OF YOUR ACCOUNT.
10.4 WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY INPUT, OUTPUT, OR THE RESULT OF ANY ACTION THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, AUTHORIZES, INSTRUCTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OR IN CONNECTION WITH OUR SERVICES.
10.5 TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.6 YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, AND THAT WE WILL NOT BE RESPONSIBLE FOR ANY SUCH CONTENT.
10.7 TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING 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 (INCLUDING ANY OUTPUT OR ACTIONS) OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OUTPUT, ACTIONS, OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES, OUTPUT, OR ACTIONS.
10.8 OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES SHALL NOT EXCEED THE GREATER OF (A) U.S. ONE HUNDRED DOLLARS ($100.00), OR (B) THE AMOUNT YOU PAID US, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.9 YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS MIGOO FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, ACTIONS, DEMANDS, LOSSES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES) ARISING OUT OF OR RELATING TO:
(a) YOUR USE OF THE SERVICES (INCLUDING ANY ACTIONS PERFORMED ON YOUR BEHALF OR BASED ON YOUR INSTRUCTIONS);
(b) YOUR INPUT OR YOUR USE OF OUTPUT;
(c) YOUR BREACH OF THESE TERMS OR ANY APPLICABLE LAW OR REGULATION;
(d) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS, OR THE TERMS OF A CONNECTED SERVICE;
(e) ANY CLAIM BY A THIRD PARTY THAT COMMUNICATIONS SENT OR ACTIONS TAKEN BY YOU OR BY THE SERVICES ON YOUR BEHALF OR BASED ON YOUR INSTRUCTIONS CAUSED HARM OR DAMAGE; OR
(f) YOUR FAILURE TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS, INCLUDING AI TRANSPARENCY OR DISCLOSURE OBLIGATIONS.
11. Arbitration Agreement and Class Action Waiver
PLEASE READ THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES ARE RESOLVED. Except for certain kinds of disputes described in Section 11.3, You agree that Disputes arising under these terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND MIGOO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY.
11.1 You and Migoo each agree that any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation or validity thereof, or the use of the Services (each, a “Dispute”) will be resolved solely by binding, individual arbitration, unless expressly provided otherwise in this Section 11, and not in a class, representative, or consolidated action or proceeding.
Notwithstanding the above, if you are a California resident, you or Migoo may each seek to resolve an individual dispute in small claims court if the dispute qualifies under the relevant rules of the small claims court.
You and Migoo agree that (i) the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement, including any arbitration commenced under this Agreement, if your contracting entity in 12.1 is Marvelous Technologies, Inc.; and (ii) the Singapore Arbitration Act or Singapore International Arbitration Act (whichever is applicable) governs the interpretation and enforcement of this Arbitration Agreement, including any arbitration commenced under this Agreement, if your contracting entity in 12.1 is InfiniteAI Private Limited. For the avoidance of doubt, the arbitration clause in this Section 11 is governed by New York law.
11.2 Prior to asserting a claim in arbitration, the party asserting the claim shall give the other party written notice of the claim (a “Notice”). Any Notice must explain the nature of the claim and the relief demanded. The Notice must be personally signed by you (if you are initiating the claim), or by Migoo’s representative (if Migoo is initiating the claim). You may send a Notice to the attention of Migoo’s Legal Department via email, as described in Sections 12.9 and 13 of these Terms.
After receipt of a Notice, you and Migoo shall engage in a good-faith effort to resolve the dispute for a period of 60 days, which the parties may extend by written agreement (“Informal Dispute Resolution Period”). During the Informal Dispute Resolution Period, neither you nor Migoo may initiate an arbitration or other legal proceeding against the other party, except as otherwise provided in this Agreement. If the claim is not resolved during the Informal Dispute Resolution Period, you or Migoo may initiate an individual arbitration as provided in this Agreement, or another legal proceeding, if excepted from this Agreement. During the Informal Dispute Resolution Period, the Limitation on Time to File Claims, described in Section 11.9 of this Agreement, will be tolled.
To the fullest extent permitted by law, you and Migoo agree to bring claims against the other only in an individual capacity, and not as a plaintiff, class member, or claimant in any purported class, collective, coordinated, private attorney general, request for public injunctive relief, or representative proceeding. This also means that you and Migoo may not participate in any class, collective, consolidated, coordinated, private attorney general, request for public injunctive relief, or representative proceeding brought by any third party. Notwithstanding this provision or any other language in these Terms, you or Migoo may participate in a class-wide settlement. To the fullest extent permitted by law, You and Migoo waive any right to a jury trial.
11.3 Any arbitration must be initiated with and conducted by the American Arbitration Association (“AAA”) pursuant to its then-current Rules of Arbitration and its Mass Arbitration Supplementary Rules (together, the “AAA Rules”). In any instance where the applicable AAA Rules and these Terms are inconsistent, these Terms shall control.
11.4 The arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. However, only a court of competent jurisdiction, and not an arbitrator, shall have authority to determine if the class action waiver clause set forth in these terms is unenforceable, unconscionable, void, or voidable.
11.5 The arbitration will be conducted by a single, neutral arbitrator and shall take place in San Francisco, California (if your contracting entity is Marvelous Technologies, Inc.) or Singapore (if your contracting entity is InfiniteAI Private Limited), or another mutually agreeable location. The arbitration will be conducted in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. If the arbitrator finds that either the substance of a claim or the relief sought in a demand for arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the arbitrator may award attorney’s fees or other remedies as appropriate.
11.6 Payment of all arbitration filing fees and costs will be governed by the applicable AAA Rules. The parties will bear the fees and costs of their respective attorneys, witnesses, and experts. However, the arbitrator will have the authority to award fees and costs of attorneys, witnesses, and experts to the extent permitted by these Terms, the arbitration administrator’s rules, or applicable law. If the arbitrator finds a party brought a frivolous claim or made a claim in bad faith, the arbitrator may award the defending party reimbursement of their fees and costs.
11.7 If you prevail on your claim in arbitration, and if you make a written request within 30 days of the ruling in your favor, Migoo will reimburse you for any portion of the arbitration filing fees you paid that exceeded the amount you would have paid to file a complaint in a court of competent jurisdiction.
11.8 Migoo may, but is not obligated to, make a written offer to settle your claim at least 14 days before the arbitration hearing date. The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an award on the claim. If an award is issued in your favor but is less than Migoo’s settlement offer, the arbitrator may order you to pay the arbitration costs incurred by Migoo after its offer was made, unless otherwise prohibited by the underlying law governing your claim.
11.9 To the fullest extent permitted by law, any cause of action or claim you may have against Migoo, or any cause of action or claim we may have against you, relating to these Terms or the use of the Services, must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action or claim is permanently barred.
11.10 Notwithstanding the provisions of Section 1.3 of these Terms, if Migoo changes any terms of this Section 11 after the date you first accepted these Terms or any subsequent changes to these Terms, you may reject the new changes to Section 11 by sending us written notice, and delivered via email, as described in Sections 12.9 and 13 of these Terms. Your rejection of changes to the Terms must occur within 30 days of the date such change became effective, as indicated by the later of (1) the “Last Modified” date of the Terms you seek to reject, (2) the date of Migoo’s email to you notifying you of such change, or (3) the date of Migoo’s in-product notification to you notifying you of such change. Even if you reject a change, you will remain subject to Section 11 of the last version of the Terms you had accepted.
11.11 If a court decides that any provision of this Section 11 is invalid or unenforceable, that provision shall be severed and the other parts of this Section 11 shall still apply. In any case, the remainder of these Terms will continue to apply.
12. General Terms
12.1 Our contracting entity that is a party to these Terms is Marvelous Technologies, Inc. if you reside within the United States, and InfiniteAI Private Limited if you reside outside of the United States.
12.2 These Terms shall be governed by New York law without regard for its conflicts of laws principles.
12.3 Any delay or failure on our part to enforce a provision of these Terms is not a waiver of our right to enforce them later. You may not assign or transfer your contractual rights or obligations under these Terms without prior written consent from us. We reserve the right to transfer these Terms or assign any of the rights and obligations without prior notice.
12.4 You agree to comply with all applicable trade laws, including sanctions and export control laws. The Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. The Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include materials or information that requires a government license for release or export.
12.5 These Terms and any other terms expressly incorporated by reference form the entire agreement between you and us regarding the subject matter of our Terms.
12.6 If a particular Term or portion of these Terms is not valid or enforceable, such invalidity or unenforceability shall not affect any other term or provision of these Terms.
12.7 We may comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or to information provided to or collected under our Terms. We reserve the right, at our sole discretion, to report information from or about you, including but not limited to Input, Output, or Actions to law enforcement.
12.8 Sections 9–12, including for the avoidance of doubt all disclaimers and limitations of liability, will survive any expiration or termination of our Terms.
12.9 All notices under these Terms must be made in writing and may be delivered via email at the address below.
13. Feedback
We appreciate your feedback, and you agree that we may use it without restriction or obligation to you. If you have any questions or concerns about these Terms, please contact us at legal@migoo.ai.