Terms of Service

Introduction

This Terms of Service is a contract entered into by and between You (“you” or “User”) and Demox Labs, Inc. (“Demox Labs,” “We,” or “us”), the company that develops and operates Ito.ai. These terms and conditions (together with our Privacy Policy, these “Terms of Service” or “Terms”) govern your access to and use of https://ito.ai (our “Website”), our web application (our “App”), and any software, application, content, functionality, and services (collectively, the “Services”) offered through Ito.ai, whether as a guest or registered user.

Please read these Terms of Service carefully before you start to use or access our Services. By using our Services, you accept and agree to be bound and abide by these Terms. If you are not eligible or do not agree to these Terms of Service, then you do not have permission to use the Service and you must not access or use our Services.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 21, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND DEMOX LABS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Your ability to use or access the Services is dependent on third parties, such as GitHub. You acknowledge and agree that your ability to access and use the Services is governed by the terms of these third parties, and those terms may change at their discretion.

1. Age Restrictions

The Website and Services are intended for users 13 and older. By accessing or using the Services, You represent and warrant that you are at least thirteen (13) years old and that you possess the legal right and ability to enter into this Terms of Service and to use the Services in accordance with these Terms.

2. Changes to Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion by posting a revised version on the Website. All changes are effective immediately when we post them. Demox Labs may provide notice of any material changes, at our sole discretion, by posting the updated Terms of Service on the Website. Any revisions to the Terms of Service will take effect on the noted Effective Date, located at the top of these Terms.

3. About Ito.ai

Ito.ai is an AI-driven quality assurance automation platform developed and operated by Demox Labs, Inc. The Ito.ai Service automatically provisions isolated development environments, executes end-to-end tests on pull requests, and provides feedback with visual evidence including screenshots and video recordings. Throughout these Terms, references to “Ito.ai” refer to the product and Services; references to “Demox Labs” or “we” refer to Demox Labs, Inc. as the legal entity.

4. User Accounts

You may register for an Ito.ai user account (“Account”). In order to register an Account, you will be required to connect to the Services via your account with GitHub (“Third-Party Account”). By connecting a Third-Party Account to the Services, you authorize Demox Labs to access your Third-Party Account, including your profile information, the primary email address associated with your Third-Party Account, profile information from the organization of which you are a part (such as organization name, description), and information about the GitHub repositories to which you have access.

You control the scope of the authority granted to Demox Labs to the extent permitted by GitHub. By providing Demox Labs access to your Third-Party Account, you authorize Demox Labs to act on your behalf to retrieve information from the applicable Third-Party Account for purposes of providing the Services under these Terms.

You are responsible for maintaining the security and confidentiality of your Account information. You agree that you are solely responsible for any and all losses incurred by us or any other user or visitor to the Services due to someone else using your Account as a result of your failing to keep your account information secure and confidential. You represent and warrant that you have all necessary rights, consents, authorizations and permissions to grant Demox Labs access to your Third-Party Account, including for the purposes described in these Terms, without any breach by you of any of the terms and conditions that govern your agreement with the applicable Third-Party Account provider, and without subjecting Demox Labs to any payment obligations, usage limitations or other liabilities.

Authorized Users

You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of anyone authorized to access or use the Services on your behalf (“Authorized User(s)”), and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.

5. Prohibited Uses

You may use our Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate Ito, an Ito employee, another user, or any other person or entity.
• To violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right.
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Ito or users of the Services, or expose them to liability.
• To submit repositories or code containing malicious software, viruses, Trojan horses, worms, logic bombs, cryptocurrency miners, or other material that is malicious or technologically harmful.
• To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
• To attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

6. Code Execution and Environment Provisioning

You acknowledge that the Services execute code from your repositories in isolated development container environments hosted on Demox Labs’ infrastructure. This includes execution of Dockerfiles, devcontainer configurations, package installation scripts, build scripts, and other code necessary to provision and run your application. You represent and warrant that you have all necessary rights to execute such code and that the code does not contain malicious components. You agree to indemnify Demox Labs for any damages arising from the execution of code you submit to the Services.

7. LLM Providers

The Ito.ai Services use artificial intelligence powered by third-party large language model providers, which may include OpenAI, Anthropic, and other providers. Demox Labs reserves the right to add, remove, or change LLM providers at any time without notice. When using our Services, you agree to abide by the usage policies and terms of service of our LLM providers, and you agree not to use Ito.ai in any way that is prohibited by these model providers, including:

• Illegal activity.
  
• Child Sexual Abuse Material or any content that exploits or harms children.
• Generation of hateful, harassing, or violent content.
• Generation of malware.
• Activity that has high risk of physical harm.
• Activity that has high risk of economic harm.
• Fraudulent or deceptive activity.
• Activity that violates people's privacy.
• High risk government decision-making.

8. Free Trial

Demox Labs may offer a free trial period of seven (7) days (“Free Trial”) to new users who have not previously registered for an Account. The Free Trial begins on the date you register for an Account and expires at the end of the seventh calendar day. No credit card is required to begin the Free Trial, but you must provide valid payment information before or at the time the Free Trial expires in order to continue accessing the Services.

At the end of the Free Trial, your account will automatically transition to a paid Subscription unless you cancel before the Free Trial expires. Demox Labs reserves the right to modify or terminate the Free Trial offering at any time without notice. Free Trials are available only once per person or organization; creating duplicate accounts to obtain additional Free Trial periods is a violation of these Terms. Users who were previously enrolled in a Beta program are not eligible for a Free Trial unless expressly authorized by Demox Labs in writing.

9. Service Availability

Commercially Reasonable Efforts

Demox Labs will use commercially reasonable efforts to make the Ito.ai Services available on a continuous basis. However, Demox Labs does not guarantee any specific uptime percentage or service level. The Services may be temporarily unavailable due to scheduled maintenance, unscheduled outages, third-party service failures, or other factors within or outside of Demox Labs’ control. Demox Labs will use commercially reasonable efforts to provide advance notice of scheduled maintenance where practicable.

Force Majeure

Demox Labs shall not be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond Demox Labs’ reasonable control, including without limitation: acts of God, natural disasters, pandemic or epidemic, war, terrorism, riots, civil unrest, government action or regulation, labor disputes, power outages, internet or telecommunications failures, denial-of-service attacks, failures of third-party infrastructure or services (including cloud providers and LLM providers), or any other cause beyond Demox Labs’ reasonable control (“Force Majeure Event”). In the event of a Force Majeure Event, Demox Labs’ obligations under these Terms shall be suspended for the duration of the event, and Demox Labs will use commercially reasonable efforts to resume performance as soon as practicable.

10. Terms of Service Violations and Termination

Term

These Terms are effective beginning when you accept the Terms or first access or use the Service, and ending when terminated as described in the Section titled “Termination” below.

Termination

Any violation of these Terms of Service shall result in immediate account termination without prior warning to you and without refund applied to your Account. Additionally, any violation of these restrictions may further subject you to liability for violation of Demox Labs’ intellectual property rights and further claims and damages. We may choose to suspend or terminate your Account or ability to access or use the Services at any time, for any or no reason, at our sole discretion, and without notice or liability of any kind. You agree that any violation by you of these Terms of Service will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate; and you consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.

You may terminate these Terms at any time and for any reason by deleting your Account and discontinuing your use of all Services. You may delete your Account by accessing your Account settings on the Site or by contacting us at: support@ito.ai.

Usage Limits and Service Suspension

Demox Labs may establish usage limits for the Services, including without limitation limits on the number of automated test runs, pull requests processed, compute hours consumed, or other resource utilization metrics (“Usage Limits”). Usage Limits applicable to your subscription tier will be posted at https://ito.ai/pricing or communicated to you directly.

If your usage exceeds applicable Usage Limits, Demox Labs reserves the right to: (a) throttle or suspend your access to the Services, with or without prior notice; (b) require you to upgrade to a higher subscription tier; or (c) charge overage fees at then-current rates. In cases where Demox Labs determines, in its sole discretion, that your usage poses risk to the stability, security, or availability of the Services for other users, Demox Labs may suspend your access immediately without prior notice and without liability. Demox Labs will use commercially reasonable efforts to restore suspended access promptly upon resolution of the underlying issue or upon your upgrade to an appropriate subscription tier.

Effect of Termination

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Demox Labs any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and those provisions which by their nature are intended to survive any termination or expiration of these Terms will survive. You are solely responsible for retaining copies of any User Content you upload to the Service since upon termination of your account, you may lose access rights to any User Content you uploaded to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

11. Privacy Policy

Your use of the Services may involve the transmission of your personal information to us. Our policies regarding the collection, use, disclosure, and protection of such personal information are governed according to our Privacy Policy, as made available at https://ito.ai/privacy-policy (the “Privacy Policy”). Please read the Ito.ai Privacy Policy carefully. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

12. Intellectual Property Rights

The Services and their entire contents, features, and functionality (including but not limited to the Website, App, software, applications, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Demox Labs, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Demox Labs hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service solely for your internal business operations as set forth in these Terms of Service and expressly conditioned upon your Account remaining active, in good standing, and in full compliance with these Terms of Service. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services except as permitted by this Terms of Service. Further you must not use the Services to create or in relation to any product or service that competes with the Services.

The Demox Labs intellectual property rights, including name, copyrights, patents, trade secrets, logo, trademarks and all related intellectual property rights are property of Demox Labs or its affiliates or licensors. You must not use such property without the prior written permission of Demox Labs.

If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Demox Labs an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

13. User Content

“User Content” refers to any information, data, or content that you upload, post, input, or submit while using the Service, such as submitting code repositories for testing or adding content to your profile.

Demox Labs treats your User Content as confidential information. Demox Labs is not obligated to back up your User Content, and it may be deleted without notice. It is your responsibility to create and maintain backup copies of User Content if you want to.

Ito.ai will use your User Content to generate test results, feedback, suggestions, and other outputs (“Output”). Subject to your compliance with these Terms, Demox Labs hereby assigns to you all of its rights, title and interest (if any) in and to the Output resulting from your use of the Service. This assignment is limited to intellectual property rights in the Output and does not constitute any representation or warranty regarding the accuracy, completeness, or fitness of the Output for any purpose. In particular, the assignment of Output does not imply that the Output is free from errors, false positives, false negatives, or omissions. Your use of Output is subject to the disclaimers set forth in Section 18 (Warranty Disclaimer). The Service may provide the same or similar Output to others, and Demox Labs’ assignment to you does not apply to outputs resulting from other users’ use of the Service. You agree that Demox Labs may use Output to (a) provide, maintain, protect and improve the Services; (b) comply with applicable law; and (c) enforce these Terms. You are solely responsible for your use of any Outputs.

By providing User Content via the Service, you affirm, represent, and warrant to Demox Labs that:

• You are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Demox Labs to use your User Content as necessary to exercise the licenses granted by you in the manner contemplated by these Terms;
  
• Your User Content and use of your User Content as contemplated by these Terms does not and will not: (a) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other proprietary rights of any other person; or (c) cause Demox Labs to violate any law or regulation; and
• Your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

If you become aware of the service being used for illegal purposes, you should notify Demox Labs at support@ito.ai.

14. Code Handling and Privacy

Your proprietary code remains confidential with Demox Labs. Pull request diffs and contextual information may be shared with our LLM providers solely for the purpose of generating test results for your use. Demox Labs does not use your raw proprietary code to train AI models. However, Demox Labs may use aggregated, anonymized, and de-identified data derived from test results, performance metrics, and usage patterns to train, evaluate, and improve AI models and the Services generally. Such aggregated data will not contain code identifiable to you or your organization.

Demox Labs cannot control or warrant the data handling practices of third-party LLM providers beyond the contractual commitments those providers make to Demox Labs. You should review the applicable terms of our LLM providers before using the Services.

Test artifacts, including screenshots, video recordings, and logs generated by the Service, are retained to support your ability to review results and debug issues. You may submit a request for deletion of test artifacts at any time by contacting support@ito.ai. We will review each request and respond within a reasonable timeframe.

Demox Labs may use aggregated and anonymized test results and performance metrics to improve the Service. Demox Labs may also use publicly available open-source project code to train and improve our systems.

15. Confidential Information

From time to time during the Term of this Agreement, You, or Demox Labs (“Disclosing Party”) may disclose or make available to the other party (“Receiving Party”), information about Disclosing Party or Disclosing Party’s affiliates’ business affairs, products, confidential intellectual property, trade secrets, financial information, third-party confidential information, and other sensitive or proprietary information, whether disclosed or accessed in written, electronic, or any other form or media, that is identified as confidential at the time of disclosure or should be reasonably known by Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.

The Receiving Party shall maintain in confidence all confidential and proprietary information and shall not disclose confidential or proprietary information to any person or entity, except to the employees, agents, or subcontractors who have a legitimate need to know, to perform their obligations hereunder and who are required to protect the confidential or proprietary information in a manner no less stringent than required under this Agreement.
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Confidential and proprietary information does not include information that: (a) is or becomes publicly known through no fault of Demox Labs, our service providers, or service integration providers, or their representatives; (b) already rightfully known to the Receiving Party at the time of disclosure; (c) rightfully obtained and on a non-confidential basis from a third party without breach of any confidentiality obligation; or (d) independently developed by or on behalf of the Receiving Party without access to or use of any confidential and proprietary information of the Disclosing Party.
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Notwithstanding the foregoing, Demox Labs, our service providers, or service integration providers, or their representatives may be required to disclose your confidential and proprietary information (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, with written notice to you and a reasonable effort to obtain a protective order where permitted; or (b) to establish Demox Labs’ rights under this Agreement, including to make required court filings.
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Demox Labs’ software, applications, scripts, code, plug-ins and technology incorporated in the Services, the design and layout of the Ito.ai platform user interface, all pricing information relating to the Services, and the terms and conditions of this Agreement shall be deemed confidential information of Demox Labs without any marking or further designation.

16. Purchases and Subscriptions

Subscription Plans

Demox Labs offers the following standard subscription plans:

• Monthly Plan: $150.00 USD per month, billed on a recurring monthly basis.
  
• Annual Plan: $127.50 USD per month ($1,530.00 USD billed annually), representing a 15% discount from the Monthly Plan rate. Annual Plans are billed in full at the start of each annual Billing Cycle and are non-refundable except as expressly stated in these Terms.

All Subscriptions automatically renew at the end of each Billing Cycle at the then-current rate for your plan unless cancelled before the renewal date. Demox Labs reserves the right to modify pricing at any time; any price change will take effect at the start of your next Billing Cycle.

Order Forms and Custom Agreements

Customers who enter into a direct sales agreement or order form with Demox Labs (“Order Form”) will be subject to the pricing, seat counts, contract length, and other commercial terms specified in that Order Form. In the event of any conflict between an Order Form and these Terms of Service, the Order Form shall govern solely with respect to the commercial terms expressly addressed therein. All other provisions of these Terms of Service remain in full force and effect. Order Forms are not transferable and apply only to the organization identified therein. Customers operating under an Order Form are not eligible for the standard Free Trial described in Section 8 unless expressly stated in the Order Form.

Subscriptions

All Subscriptions are payable in accordance with payment terms in effect at the time the subscription becomes payable. Payment can be made by credit card, debit card, or other means that we may make available. If you purchase a Subscription, you will be billed on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set on a monthly or annual basis, depending on your Subscription choice. You agree that by purchasing a Subscription, the Subscription will automatically renew, and you will be charged until you cancel.

Fees and Payment

If you purchase the Services (including on a Subscription-basis), you agree to pay Demox Labs the applicable fees and taxes in U.S. Dollars. Failure to pay these fees and taxes will result in the termination of your access to the paid Services, including any Subscription Services. Our pricing is set out on https://ito.ai/pricing.

Fee Changes

Demox Labs, in its sole discretion and at any time, may modify Subscription fees. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Your continued use of the Service after a Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds and Subscription Cancellations

Subscriptions can be cancelled at any time before the next subscription cycle, and the cancellation will take effect from the next subscription cycle. You may cancel your Subscription through our web app by accessing subscription management, or by contacting Demox Labs at support@ito.ai. Refunds may be issued at Demox Labs’ discretion.

17. Third-Party Materials

The Services may display, incorporate, permit access to or make available content, data, information, applications, systems, materials and other resources of third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that Demox Labs is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, security or any other aspect of such Third-Party Materials or third-party websites. Third Party Materials and third-party websites are not under Demox Labs’ control, and, to the fullest extent permitted by law, Demox Labs is not responsible to you for any Third Party Materials, third-party websites, or third-party services.

18. Warranty Disclaimer

WE PROVIDE THE SERVICES “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCESSIBLE WITHOUT INTERRUPTION OR THAT THE SERVICES, ANY CONTENT FROM THE WEBSITE, OR THE SERVER THAT MAKES THE SERVICES AVAILABLE ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS, OMISSIONS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.

DEMOX LABS USES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TO PROVIDE THE ITO.AI SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE TECHNOLOGY USED TO PROVIDE THE SERVICE IS EXPERIMENTAL, RAPIDLY EVOLVING, AND SUBJECT TO UNEXPECTED OUTPUTS AND RESULTS. THE SERVICES MAY PROVIDE RESULTS THAT CONTAIN ERRORS, OMISSIONS, OR DO NOT ACCURATELY REFLECT THE STATE OF YOUR CODE OR APPLICATION. THE SERVICES MAY FAIL TO DETECT BUGS, SECURITY VULNERABILITIES, OR OTHER ISSUES IN YOUR CODE.

THE ASSIGNMENT OF OUTPUT TO YOU UNDER SECTION 13 IS LIMITED TO INTELLECTUAL PROPERTY RIGHTS AND DOES NOT CONSTITUTE ANY REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, QUALITY, OR FITNESS OF THE OUTPUT FOR ANY PURPOSE. DEMOX LABS WILL NOT BE LIABLE FOR ANY MISTAKES, INACCURACIES, OMISSIONS, FALSE NEGATIVES, OR FALSE POSITIVES IN ANY OUTPUT GENERATED BY THE SERVICE. YOU RELY UPON ANY OUTPUT AT YOUR SOLE RISK.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 18 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH CASE PORTIONS OF THIS DISCLAIMER MAY NOT APPLY TO YOU.

19. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DEMOX LABS BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, THE INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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TO THE FULLEST EXTENT PERMITTED BY LAW, DEMOX LABS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (a) THE AMOUNT YOU HAVE PAID DEMOX LABS IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR (b) ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN WHICH CASE PORTIONS OF THIS LIMITATION MAY NOT APPLY TO YOU.
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Claims arising out of or related to these Terms or the Services shall be subject to the statutes of limitations provided under applicable California law.

20. Indemnification

You agree to indemnify and hold Demox Labs, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Services, (ii) any violation of these Terms of Service (including negligent or wrongful conduct) by you, (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, (iv) your User Content, including any code you submit to the Services that causes damage to Demox Labs’ infrastructure or third parties, or (v) any damages arising from the execution of code from your repositories on Demox Labs’ infrastructure.

21. Marketing

Demox Labs may publicly refer to Customer as a customer of Ito.ai, including on the Ito.ai website and in sales presentations, and may use Customer’s logo for such purposes. Similarly, Customer may publicly refer to itself as a customer of Ito.ai, including on Customer’s website.

22. Dispute Resolution and Arbitration

Generally

Except as described in the Sections titled “Exceptions” and “Opt-Out” below, you and Demox Labs agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DEMOX LABS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions

Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim.

Opt-Out

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 22 within 30 days after the date that you agree to these Terms by sending an email to support@ito.ai with the subject line “Arbitration Opt-Out”. Your opt-out notice must include your full legal name and the email address associated with your Account. Once Demox Labs receives your opt-out notice, this Section 22 will be void and any action arising out of these Terms will be resolved as set forth in Section 23. The remaining provisions of these Terms will not be affected by your opt-out notice.

Arbitrator

This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling JAMS at +1-800-352-5267, or by contacting Demox Labs.

No Class Actions

YOU AND DEMOX LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Demox Labs agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Enforceability

If the Section titled “No Class Actions” or the entirety of this Section 22 is found to be unenforceable, or if Demox Labs receives an opt-out notice from you, then the entirety of this Section 22 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 23 will govern any action arising out of or related to these Terms.

23. Governing Law

These Terms of Service and any claim arising out of these Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any disputes not subject to arbitration under Section 22 shall be resolved in the state or federal courts located in Contra Costa County, California, and you hereby consent to personal jurisdiction in such courts.

24. Survival

After this Terms of Service terminates, the terms of this agreement that expressly or by their nature contemplate performance after termination or expiration will survive and continue in full force and effect. Without limiting any other provisions of the Terms of Service, the termination of these Terms for any reason will not release you from any obligations incurred prior to termination of the Terms or that thereafter may accrue in respect of any act or omission prior to such termination.

25. Assignability

You may not assign the Terms of Service, or any of its rights or obligations hereunder, without Demox Labs’ prior written consent in the form of a written instrument signed by a duly authorized representative of Demox Labs. Demox Labs may freely assign this Terms of Service without your consent. Any attempted assignment or transfer in violation of this subsection will be null and void.

26. Waiver and Severability

No waiver by Demox Labs of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Demox Labs to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

27. Access of the Site Outside the United States

Given the global nature of the Internet, you agree to comply with all local rules, including, without limitation, rules about the Internet, data, email, privacy, copyright and trademark infringement. The Service is intended for visitors located within the United States. Demox Labs makes no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

28. Consent to Use Electronic Records

In connection with the Terms of Service, you may be entitled to receive certain records from Demox Labs or our affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Services, you give us permission to provide these records to you electronically instead of in paper form.

29. Entire Agreement

This Terms of Service and the Ito.ai Privacy Policy (available at https://ito.ai/privacy-policy) constitute the sole and entire agreement between you and Demox Labs and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, to the extent they relate in any way to the Services. Where a customer has entered into a signed Order Form with Demox Labs, the Order Form and these Terms of Service together constitute the entire agreement with respect to the subject matter therein, and the Order Form shall control in the event of any conflict as set forth in Section 16.

30. Contact Information

For questions or concerns related to these Terms, please contact us at: support@ito.ai
Demox Labs, Inc.
1547 Palos Verdes Mall, #124
Walnut Creek, CA 94597

31. Miscellaneous

Communications

We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

Modification of the Service

Demox Labs reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Demox Labs will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service.

Notice to California Residents

If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.