Terms and Conditions

THESE TERMS AND CONDITIONS INCLUDE A BINDING ARBITRATION AGREEMENT, CLASS ACTION AND CLASS ARBITRATION AND JURY TRIAL WAIVERS. BY AGREEING TO THESE TERMS, YOU AGREE THAT DISPUTES BETWEEN YOU AND DIOPTER WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND NOT IN COURT, THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE PROCEEDINGS, AND THAT YOU WAIVE YOUR RIGHT TO TRIAL BY JURY. DO NOT ACCESS OR USE ANY OF THE DIOPTER PLATFORM OR SERVICES IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY.

1Introduction

The Diopter platform located at https://diopter.ai (the "Site"), the Diopter desktop application, mobile applications, application programming interfaces, and any other Diopter software, tools, or platforms through which the Services are made available (collectively with the Site, the "Diopter Platform"), and the AI social engineering detection and defense services, AI content detection and analysis services and wire fraud detection services performed, in part, by certain AI Components (defined below) made available through the Diopter Platform (such services, collectively, including the AI Components and the Diopter Platform, the "Services") are provided by Diopter AI Inc., a Delaware corporation, and its affiliates (collectively, "Diopter", "us", and "we"). Please note that the Services rely on the use of artificial intelligence services, large language models and machine learning technologies (collectively, "AI Components"). Certain features of the Services, including the Non-Subscription Features (as defined below), may be subject to additional guidelines, terms, or rules, which will be posted on the Diopter Platform in connection with or before use of such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms by this reference.

THE TERMS AND CONDITIONS ("Terms") TOGETHER WITH OUR PRIVACY POLICY (available at https://diopter.ai/privacy) (the "Privacy Policy") CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN DIOPTER AND YOU AND THE ENTITY YOU REPRESENT (collectively , "you") THAT GOVERNS YOUR USE OF THE SERVICES. BY SIGNING UP FOR AN ACCOUNT AND/OR ACCESSING OR USING THE SERVICES, YOU ARE ACCEPTING THESE TERMS ON BEHALF OF THE ENTITY THAT YOU REPRESENT (your "Organization"), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF YOUR ORGANIZATION AND ABIDE BY THEM. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THESE TERMS IF YOU ARE UNDER THE AGE OF 18, YOU ARE NOT THE AGE OF CONSENT IN YOUR JURISDICTION OR IF YOU, FOR ANY REASON CANNOT ENTER INTO BINDING CONTRACTS. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE DIOPTER PLATFORM OR SERVICES.

2Accounts

• Account Creation. To use certain features of the Diopter Platform and Services, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. You may not select a username intended to impersonate another person or entity that is subject to the rights of another person or entity, or that is obscene or vulgar. We reserve the right to refuse or cancel registration of any username in our sole discretion. You represent and warrant that:
  1. (a)all required registration information you submit is truthful and accurate; and
  2. (b)you will maintain the accuracy of such information.
  You may delete your Account at any time, for any reason, by following the instructions on the Site. Diopter may suspend or terminate your Account in accordance with Section 9 of these Terms.
• Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Diopter of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You will not share your Account password or any security questions with any other individual or entity and you will not allow any other individual or entity to use your Account. Diopter cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You are responsible for maintaining an active email account as the "Primary Account Holder" under your account. The email associated with the Primary Account Holder will receive important notices related to your account, which may include renewal reminders and notifications for changes to these Terms.

3Access to the Diopter Platform

• Paid Subscriptions. Subject to your compliance with these Terms and payment of all fees due to Diopter by the Organization, you may use and access the Services solely for your Organization's internal business purposes for such time as you are permitted by Diopter as a valid, active, fee-paying user. You may not use the Diopter Platform or Services to provide threat or wire fraud detection, cybersecurity monitoring, or any similar services to any third party, or otherwise make the Services or any Output (as defined in Section 4.3 below) available to any third party, whether on a standalone basis or as part of any product or service offering, without the prior written consent of Diopter in each instance. Except as explicitly stated herein, these Terms do not grant you or your Organization
  1. (a)any right to reproduce, modify, distribute, or publicly display or perform the software included in the Services or any portion thereof
  2. (b)any other right to the Services not specifically set forth in these Terms.
• Non-Subscription Features. Diopter may, from time to time and in its sole discretion, offer features on the Diopter Platform, including the Site, that are free or otherwise offered on a non-subscription basis to users, including, without limitation, the Deepfake Detector. Subject to your compliance with these Terms and any additional conditions imposed by Diopter in conjunction with such features (the "Non-Subscription Features"), you may use and access the Non-Subscription Features solely for your personal, non-commercial purposes for such time as you are permitted by Diopter. You may be required to create an account with Diopter in order to use some or all of the Non-Subscription Features. You may not use the Diopter Platform or Services, including the Non-Subscription Features, to provide threat detection, wire fraud detection, cybersecurity monitoring, or any similar services to any third party, or otherwise make the Services or any Output available to any third party, as part of any product or service offering, without the prior written consent of Diopter in each instance. Except as explicitly stated herein, these Terms do not grant you or your Organization
  1. (a)any right to reproduce, modify, distribute, or publicly display or perform the software included in the Services, including the Non-Subscription Features, or any portion thereof
  2. (b)any other right to the Non-Subscription Features not specifically set forth in these Terms.
  Diopter may modify or discontinue any Non-Subscription Features at any time.
• Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions:
  1. (a)you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services
  2. (b)you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Diopter Platform
  3. (c)you shall not access or use the Services in order to build a similar or competitive website, product, or service
  4. (d)you shall not access or use the Diopter Platform or Services for any timesharing or service bureau purposes or to otherwise provide the Services, in whole or in part, to a third party; and
  5. (e)except as expressly stated herein, no part of the Diopter Platform or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
  Unless otherwise indicated, any future release, update, or other addition to functionality of the Diopter Platform or Services shall be subject to these Terms. All copyright and other proprietary notices on the Diopter Platform (or on any content displayed on the Diopter Platform) or the Services must be retained on all copies thereof. If you access the Services from outside the United States, you are responsible for compliance with foreign and local laws. Diopter does not provide services to governments, governmental agencies, businesses, individuals, other groups, or any of their agents that are subject to U.S. trade sanctions. By using the Services, you represent and warrant that you are not subject to any U.S. trade sanctions.
• Modification. Diopter reserves the right, at any time, to modify or suspend the Services (in whole or in part) with or without notice to you. You agree that Diopter will not be liable to you or to any third party for any modification or suspension of the Diopter Platform, the Services, or any part thereof. Diopter also reserves the right to limit the availability of the Services or the provision of the Diopter Platform to any person, organization, geographic area, or jurisdiction at any time and in its sole discretion.
• Support and Maintenance. We will provide you support and maintenance services in accordance with our standard level of support and maintenance.
• Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Diopter Platform, the Services, and its content are owned by Diopter or Diopter's licensors and suppliers. Neither these Terms (nor your access to the Diopter Platform or Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Sections 3.1 and 3.2. Diopter and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
• Feedback. You are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Services ("Feedback"). If you choose to offer Feedback to us, you hereby grant us a perpetual, irrevocable, non-exclusive, worldwide, fully paid, sub-licensable (at an unlimited number of levels), assignable license to incorporate Feedback into the Services or otherwise use any Feedback we receive from you solely to improve our products and services, provided that such Feedback is used in a manner that is not attributable to you. You also irrevocably waive in favor of us any moral rights which you may have in such Feedback pursuant to applicable copyright law or any other laws or regulations. We acknowledge that any Feedback is provided on an "as-is" basis with no warranties of any kind. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

4User Content, Output, and Your Use of the Services

• User Content. "User Content" means all information and content that a user submits to, or uses with, the Services and all Output (defined below). You retain ownership of your User Content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, lawfulness or usefulness by others, or any disclosure of your User Content that personally identifies you, your Organization, or any third party. You further warrant that all information you provide about yourself and your Organization is true and complete information. You agree to promptly notify Diopter of any changes in the information provided about yourself or your Organization or any other material changes that could impact your use of the Services. You shall be solely responsible for the accuracy and completeness of all information furnished to Diopter and/or to third parties as necessary for the Services contemplated herein. Diopter shall not be responsible for independently verifying the accuracy or completeness of any information that you provide, and Diopter shall be entitled to rely on such information. Diopter shall have no liability for any errors or omissions in any Services provided to you that are the result of, arise from, or are based, in whole or part, on inaccurate or incomplete information provided to Diopter. You represent and warrant that you have obtained all necessary third-party rights, licenses, permissions, and consents, including, without limitation, copyrights, for any User Content that belongs to or originates from third parties and consents where required by applicable laws for the collection and/or use and/or transfer of and/or access to information, including personal information as defined by applicable law. Without limiting the generality of the foregoing, if you upload, submit, or otherwise provide any audio, video, or other media files to the Services for analysis (collectively, "Uploaded Media"), you represent and warrant that:
  1. (a)you have the lawful right to possess, access, and submit such Uploaded Media
  2. (b)the Uploaded Media was not obtained through unlawful interception, surveillance, recording, or other means that violate any applicable federal, state, or local law, rule, or regulation, including, without limitation, applicable wiretap, eavesdropping, and electronic surveillance statutes
  3. (c)you have obtained all consents, authorizations, and permissions required under applicable law from all individuals whose voice, likeness, image, or other personal or biometric information is contained (or reasonably presumed to be contained) in the Uploaded Media
  4. (d)your submission of the Uploaded Media does not violate any third party's intellectual property rights, privacy rights, publicity rights, or any other proprietary rights
  5. (e)you will not upload, submit, or otherwise provide any Uploaded Media that depicts, contains, or relates to a minor (any individual under the age of 18); and/or
  6. (f)you will not upload, submit, or otherwise provide any Uploaded Media that is otherwise unlawful or unlawfully obtained or generated or is otherwise in violation of our policies and these Terms.
  You acknowledge and agree that Diopter has no obligation to independently verify your compliance with this Section, and you agree to indemnify, defend, and hold harmless the Diopter Indemnitees from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your breach of the representations and warranties in this Section. You will review all recommendations, advice, suggestions, documents, Output, and other information and data provided to you by Diopter or the Services and shall inform Diopter of any inaccuracies, deficiencies or discrepancies contained therein. You hereby represent and warrant that your User Content and Uploaded Media do not violate our Acceptable Use Policy (defined in Section 4.4). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Diopter. Since you alone are responsible for your User Content and Uploaded Media, you may expose yourself to liability based on the User Content or Uploaded Media you provide. You are solely responsible for creating and maintaining your own backup copies of your User Content and Uploaded Media if you desire.
• License. You hereby grant (and you represent and warrant that you have the right to grant) to Diopter and its suppliers and licensors a nonexclusive, royalty-free, enterprise-wide, sublicensable (at an unlimited number of levels), and worldwide license to modify, reproduce, distribute, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content on the Diopter Platform, providing you with the Services, improving the Services and offering you other Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. Additionally, you hereby grant (and you represent and warrant that you have the right to grant) to Diopter a nonexclusive, royalty-free, enterprise-wide, perpetual, irrevocable, and worldwide right and license to
  1. (i)host, copy, access, transmit, display, modify, adapt, reproduce, distribute, prepare derivative works of, incorporate into other works, and otherwise use and commercialize Aggregated Anonymized Data (defined below) to develop, optimize, and improve the Services, and
  2. (ii)create, develop, derive, modify, share, and commercialize Aggregated A nonymized Data that is part of the System Data (defined below), including but not limited to sharing with third parties. "Aggregated Anonymized Data" means data that has been (a) aggregated, combined, or grouped with other data such that it does not relate or refer to, or allow for inferences about, any identified or identifiable individual, device, household, or entity, and (b) stripped of all personal information or other identifying characteristics such that it cannot reasonably be used, manipulated, or analyzed to identify, directly or indirectly, any individual, device, household, or entity. "System Data" means information that originates in the Service including, but not limited to, metrics, metadata, or analytics, or that is based on or derived by Diopter from Aggregated Anonymized Data.
• Output and Your Use of Output. When you use the Services, you may receive AI-generated detection results, threat alerts, risk assessments, flagged communications, analysis, and other output generated by the Services in response to your use of and interaction with the Services (collectively, "Output"). We hereby assign to you all of our right, title, and interest, if any, in and to the data contained in the Output; provided, however, that we retain all right, title, and interest in and to (a) the format, layout, design, look and feel, templates, and presentation of the Output, (b) the underlying algorithms, models, methodologies, and technologies used to generate the Output, including the AI Components, and (c) any System Data. You are responsible for your Output to the same extent under these Terms as your User Content. You acknowledge and agree that:
  1. (i)the Output is provided for informational purposes only and is intended to assist, but not replace, your or your Organization's own judgment, internal controls, and verification procedures
  2. (ii)the Output may contain false positives, false negatives, or other inaccuracies, and you are solely responsible for evaluating, verifying, and determining what action, if any, to take in response to any Output
  3. (iii)all decisions in connection with the Output, including whether and how to act upon any threat alert, risk assessment, or other detection result, and including distribution, sharing or otherwise transferring any Output, shall be your sole and exclusive decision and responsibility; and
  4. (iv)neither we nor the Services shall perform management functions or make management decisions for you or your Organization, and the Output does not constitute legal, financial, cybersecurity, or other professional advice.
  Without limiting the generality of the foregoing, you acknowledge and agree that any AI-generated detection results provided by the Services are probabilistic in nature, are not intended to serve as forensic evidence or as a definitive determination of whether any content is AI-generated, and should not be relied upon as the sole basis for any legal, employment, disciplinary, or other consequential action or decision. You are solely responsible for independently verifying any such results before taking any action in reliance thereon. You are solely responsible for any legal consequences and/or the legality of your use of the Output, including any distribution, sharing or transferring of the Output.
• Acceptable Use Policy. The following terms constitute our "Acceptable Use Policy":

• You agree not to use the Diopter Platform or Services to collect, upload, transmit, display, or distribute any User Content that:
  1. (i)violates any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right
  2. (ii)is unlawful, fraudulent, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical, mental, or emotional harm of any kind against any group or individual or is otherwise objectionable or promotes unlawful conduct
  3. (iii)is harmful to minors in any way
  4. (iv)that is in violation of any law, regulation, or obligations or restrictions imposed by any third party
  5. (v)falls within the definition of "Protected Health Information" under the HIPAA Privacy Rule (45 C.F.R. Section 164.051)
  6. (vi)falls within the definition of" Nonpublic Personal Information" under the Gramm-Leach-Bliley Act
  7. (vii)in violation of an AI Component ToS (defined below)
  8. (viii)constitutes Uploaded Media obtained through unlawful interception, recording, or surveillance
  9. (ix)constitutes Uploaded Media that is uploaded for the purpose of harassing, stalking, intimidating, or surveilling any individual
  10. (x)constitutes Uploaded Media that depicts, contains, or relates to a minor.
• In addition, you agree not to:
  1. (i)upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data
  2. (ii)send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise
  3. (iii)use the Services to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent
  4. (iv)interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks
  5. (v)attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Diopter Platform and/or Services), whether through password mining or any other means
  6. (vi)harass or interfere with any other user's use and enjoyment of the Diopter Platform or Services
  7. (vii)use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Diopter Platform
  8. (viii)upload, submit, or otherwise provide Uploaded Media to the Services in a manner that violates any applicable law, rule, or regulation, including, without limitation, applicable wiretap, eavesdropping, electronic surveillance, or data protection laws
  9. (ix)upload, submit, or otherwise provide Uploaded Media that you do not have the lawful right to possess, access, or disclose
  10. (x)use the AI-generated detection features of the Services to generate results intended to be presented as forensic evidence, expert analysis, or a definitive determination in any legal, administrative, or regulatory proceeding, without independent professional verification.

• Enforcement. We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.
• Use of AI Components. The AI Components of the Services are provided by Diopter's third-party licensors. Your use of the AI Components provided by such third party licensors may be subject to additional terms and restrictions (the "AI Component ToS"). In the event that we provide you with such AI Component ToS, you acknowledge and agree that you will review and comply with all of the terms and conditions applicable to you under such AI Component ToS.
• Consent and Recording Compliance. You acknowledge that the Services may monitor, intercept, analyze, and/or record communications, including video calls, voice calls, emails, text messages, and other electronic communications, in connection with providing the Services to you (collectively, "Monitored Communications"). You represent and warrant that, prior to using the Services to monitor any Monitored Communications, you will (a) obtain all consents, authorizations, and permissions required under all applicable federal, state, and local laws, rules, and regulations governing the interception, monitoring, or recording of electronic communications, including, without limitation, applicable federal and state wiretap and electronic surveillance statutes; (b) provide all notices required by applicable law to all participants in any Monitored Communications; and (c) ensure that your (including your Organization's) use of the Services in connection with any Monitored Communications complies with all applicable laws, rules, regulations, and your (including your Organization's) own internal policies. You agree that Diopter shall have no responsibility or liability for your failure to obtain any required consents, authorizations, or permissions, or to provide any required notices, in connection with any Monitored Communications. You agree to indemnify, defend, and hold harmless the Diopter Indemnitees (as defined below) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your failure to comply with the obligations set forth in this Section. In addition to the foregoing, if you upload, submit, or otherwise provide any Uploaded Media to the Services, you represent and warrant that, prior to submitting any such Uploaded Media:
  1. (i)you have complied with all applicable federal, state, and local laws, rules, and regulations governing the recording, possession, and disclosure of such Uploaded Media, including, without limitation, applicable federal and state wiretap, eavesdropping, and electronic surveillance statutes (including one-party and all-party consent requirements)
  2. (ii)you have provided all notices and obtained all consents, authorizations, and permissions required by applicable law from all participants, speakers, or other individuals captured in or identifiable from such Uploaded Media; and
  3. (iii)your submission and use of such Uploaded Media in connection with the Services complies with all applicable laws, rules, regulations, and your (including your Organization's) own internal policies.
  You acknowledge that applicable recording-consent laws vary by jurisdiction, that some jurisdictions require the consent of all parties to a communication before it may be lawfully recorded or disclosed, and that it is your sole responsibility to determine and comply with all applicable consent requirements. Diopter shall have no responsibility or liability for your failure to comply with the obligations set forth in this Section.
• Platform Compliance. The Services may operate across multiple communication channels and third-party platforms, including, without limitation, video conferencing platforms, voice-over-IP services, email platforms, SMS, and social media platforms (each, a "Supported Channel"). You acknowledge and agree that
  1. (a)your use of the Services in connection with any Supported Channel is subject to, and you shall at all times comply with, the applicable terms of service, acceptable use policies, and other terms and conditions of such Supported Channel
  2. (b)Diopter makes no representation or warranty that the Services are compatible with, or authorized by, any particular Supported Channel, and Diopter shall have no liability arising from any incompatibility, restriction, suspension, or termination of access imposed by any Supported Channel; and
  3. (c)you are solely responsible for determining whether your use of the Services in connection with any Supported Channel complies with all applicable laws, rules, regulations, and the terms and conditions of such Supported Channel.
  Diopter shall not be liable for any claim, loss, or damage arising out of or relating to your failure to comply with the terms of any Supported Channel.
• Uploaded Media Specifications. Diopter may, in its sole discretion, impose limitations on the Uploaded Media that may be submitted to the Services, including, without limitation, limitations on file type, file format, file size, duration, resolution, and the number of files that may be submitted within a given time period. Such limitations may be modified by Diopter from time to time without prior notice. Diopter reserves the right to reject, remove, or decline to process any Uploaded Media that does not comply with the then-current specifications or that Diopter reasonably believes may disrupt, impair, or otherwise adversely affect the Services or the Diopter Platform or that Diopter reasonably believes to be in violation of these Terms or applicable law. You acknowledge that the accuracy and reliability of any Output may be affected by the quality, format, length, or other characteristics of the Uploaded Media you submit.

5Indemnification

In addition to your indemnification obligations described in Section 4.1 and Section 4.7 above, y ou agree to indemnify, defend (subject to Diopter's right to exclusively assume the defense at your sole cost and expense), and hold Diopter and its officers, employees, suppliers, licensors, agents, successors, and assigns (collectively, the "Diopter Indemnitees") harmless, including costs, expenses, and attorneys' fees, from any claim or demand made by any third party arising out of, in connection with, or related to:

1. (a)your use of the Services and any Output
2. (b)your violation of these Terms
3. (c)your violation of an AI Component ToS
4. (d)your violation of applicable laws or regulations
5. (e)your infringement or alleged infringement of any intellectual property, proprietary, privacy, or other rights of any other person or entity
6. (f)your User Content, Uploaded Media and Output
7. (g)any sales taxes or other taxes arising from your use of the Diopter Platform or Services (excluding any income tax on our revenue from fees for providing the Services)
8. (h)your use of any Third-Party Connections (defined below), and
9. (i)your breach of any representation, warranty, or obligation under Section 4.7 of these Terms.

6Third-Party Connections; Other Users

• Third-Party Connections. The Diopter Platform may contain links and AI Components may also provide you with links to third-party websites and services (collectively, "Third-Party Connections"). Such Third-Party Connections are not under the control of Diopter, and Diopter is not responsible for any Third-Party Connections. Diopter provides access to these Third-Party Connections only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Connections. You use all Third-Party Connections at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Connections, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction, use, or agreement in connection with such Third-Party Connections and third parties.
• Other Users. Each Diopter Platform user is solely responsible for all its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content.
• Release. You hereby release and forever discharge Diopter (and our affiliates, officers, employees, agents, suppliers, licensors, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Diopter Platform or Services (including any interactions with, or act or omission of, any Third-Party Connections) except to the extent caused directly by our willful or intentional misconduct. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." AND TO THE EXTENT APPLICABLE, CORRESPONDING RIGHTS UNDER ANY SIMILAR LAW, RULE, OR REGULATION OF ANY OTHER JURISDICTION.

7Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DIOPTER PLATFORM AND SERVICES ARE PROVIDED ON AN "AS-IS" AND" AS AVAILABLE" BASIS AND" WITH ALL FAULTS, "AND WE (AND OUR SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND LICENSORS) MAKE NO WARRANTY THAT THE SERVICES OR THE USE AND RESULTS THEREOF, INCLUDING OUTPUT, WILL MEET YOUR OR ANY THIRD PARTY'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. ALL AI COMPONENTS ARE PROVIDED" AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM AMOUNT REQUIRED BY APPLICABLE LAW BEGINNING ON THE DATE OF YOUR FIRST USE.

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE DESIGNED TO ASSIST IN THE DETECTION OF POTENTIAL AI-DRIVEN SOCIAL ENGINEERING THREATS, DEEPFAKE IMPERSONATION, SYNTHETIC VOICE FRAUD, WIRE FRAUD DETECTION AND OTHER SIMILAR THREATS, BUT THE SERVICES DO NOT AND CANNOT GUARANTEE THE DETECTION OF ALL SUCH THREATS OR THE PREVENTION OF ANY FRAUD, UNAUTHORIZED ACCESS, DATA BREACH, FINANCIAL LOSS, OR OTHER HARM. NO CYBERSECURITY PRODUCT OR SERVICE CAN GUARANTEE COMPLETE PROTECTION AGAINST ALL THREATS, AND THE SERVICES ARE NO EXCEPTION. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING ADDITIONAL SECURITY MEASURES, INTERNAL CONTROLS, VERIFICATION PROCEDURES, AND OTHER SAFEGUARDS APPROPRIATE FOR YOUR ORGANIZATION'S RISK PROFILE. DIOPTER SHALL HAVE NO LIABILITY FOR ANY THREAT, ATTACK, FRAUD, OR LOSS THAT THE SERVICES FAIL TO DETECT OR PREVENT, REGARDLESS OF THE CAUSE OF SUCH FAILURE.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE SERVICES MAY INCLUDE FEATURES THAT ANALYZE AUDIO, VIDEO, OR OTHER MEDIA FILES TO ASSESS WHETHER SUCH CONTENT IS AI-GENERATED. SUCH AI-GENERATED DETECTION FEATURES:

1. (I)ARE PROBABILISTIC IN NATURE AND PROVIDE ASSESSMENTS OR CLASSIFICATIONS THAT REFLECT A STATISTICAL LIKELIHOOD, NOT A DEFINITIVE DETERMINATION
2. (II)MAY PRODUCE FALSE POSITIVES (IDENTIFYING AUTHENTIC CONTENT AS AI-GENERATED) OR FALSE NEGATIVES (FAILING TO IDENTIFY AI-GENERATED CONTENT)
3. (III)MAY VARY IN ACCURACY DEPENDING ON THE QUALITY, FORMAT, LENGTH, OR OTHER CHARACTERISTICS OF THE CONTENT ANALYZED AND THE SOPHISTICATION OF THE AI-GENERATION TECHNIQUES USED TO CREATE SUCH CONTENT
4. (IV)ARE NOT INTENDED TO SERVE AS FORENSIC EVIDENCE, EXPERT TESTIMONY, OR A SUBSTITUTE FOR PROFESSIONAL FORENSIC ANALYSIS; AND
5. (V)SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR ANY LEGAL, EMPLOYMENT, DISCIPLINARY, FINANCIAL, OR OTHER CONSEQUENTIAL ACTION OR DECISION.

RELIANCE ON ANY OUTPUT, DATA, RESULTS, INFORMATION OR OTHER MATERIALS OBTAINED FROM THE SERVICES IS STRICTLY AT YOUR OWN RISK. YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT:

1. (I)USE OF THE SERVICES DOES NOT RELIEVE YOU OF RESPONSIBILITY FOR COMPLIANCE WITH LAWS, RULES (INCLUDING ANY APPLICABLE ETHICAL OR PROFESSIONAL RULES), AND REGULATIONS WHILE USING THE SERVICES OR ANY OUTPUT, DATA, RESULTS, INFORMATION OR OTHER MATERIALS YOU GENERATE WHILE USING THE SERVICES
2. (II)USING THE SERVICES IN NO WAY WAIVES YOUR RESPONSIBILITY UNDER ANY LAWS, RULES, OR REGULATIONS OR ABSOLVES YOU OR LIMITS YOUR LIABILITY UNDER ANY SUCH LAWS, RULES, OR REGULATIONS
3. (III)YOU SHALL NEITHER INQUIRE NOR RELY UPON US FOR ANY LEGAL, FINANCIAL, ACCOUNTING, TAX, REGULATORY, OR OTHER PROFESSIONAL OR EXPERT ADVICE OF ANY KIND AND WE DO NOT HAVE A FIDUCIARY RELATIONSHIP OR SPECIAL RELATIONSHIP WITH YOU
4. (IV)YOU ACKNOWLEDGE AND AGREE THAT THE OUTPUT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS INTENDED TO ASSIST, BUT NOT REPLACE, YOUR OR YOUR ORGANIZATION'S OWN JUDGMENT, INTERNAL CONTROLS, AND VERIFICATION PROCEDURES; THE OUTPUT MAY CONTAIN FALSE POSITIVES, FALSE NEGATIVES, OR OTHER INACCURACIES; AND ALL DECISIONS IN CONNECTION WITH THE OUTPUT, INCLUDING WHETHER AND HOW TO ACT UPON ANY THREAT ALERT, RISK ASSESSMENT, OR OTHER DETECTION RESULT, SHALL BE YOUR SOLE AND EXCLUSIVE DECISION AND RESPONSIBILITY; NEITHER WE NOR THE SERVICES SHALL PERFORM MANAGEMENT FUNCTIONS OR MAKE MANAGEMENT DECISIONS FOR YOU OR YOUR ORGANIZATION, AND THE OUTPUT DOES NOT CONSTITUTE LEGAL, FINANCIAL, CYBERSECURITY, OR OTHER PROFESSIONAL ADVICE; AND
5. (V)YOU ARE FULLY AND SOLELY RESPONSIBLE FOR: (A) SELECTION OF ADEQUATE AND APPROPRIATE SERVICES AND SOFTWARE TO SATISFY YOUR BUSINESS NEEDS AND ACHIEVE YOUR INTENDED RESULTS; (B) USE OF THE SERVICES AND OUTPUT; (C) ALL OUTPUT, DATA, RESULTS, INFORMATION, AND ANY OTHER MATERIALS OBTAINED FROM THE SERVICES OR THE USE THEREOF; (D) REVIEWING ALL OUTPUT FROM THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY DOCUMENTS YOU GENERATE THROUGH THE SERVICES TO ENSURE SUCH OUTPUT IS TRUTHFUL, ACCURATE, AND ERROR-FREE; (E) SELECTING, OBTAINING, AND MAINTAINING ALL HARDWARE, SOFTWARE, COMPUTER CAPACITY, INTERNET SERVICE, PROGRAM AND SYSTEM RESOURCES AND OTHER EQUIPMENT AND UTILITIES NEEDED FOR ACCESS TO AND USE OF THE SERVICES AND FOR ALL COSTS ASSOCIATED THEREWITH; (F) SELECTION, USE OF, AND DATA, RESULTS, INFORMATION OR OTHER MATERIALS OBTAINED FROM ANY OTHER PROGRAMS, APPLICATIONS, COMPUTER EQUIPMENT, SOFTWARE, OR SERVICES USED WITH THE SERVICES OR OUTPUT; AND (G) SEEKING OUTSIDE COUNSEL FROM REPUTABLE ACCOUNTANTS, TAX PROFESSIONALS, AND ATTORNEYS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THE SERVICES DO NOT GUARANTEE YOUR COMPLIANCE WITH ANY APPLICABLE LAWS, RULES, REGULATIONS, POLICIES, OR ANY OBLIGATIONS OR DUTIES YOU MAY HAVE TO YOUR CUSTOMERS, CLIENTS, EMPLOYEES, OR ANYONE ELSE. YOU MUST DETERMINE FOR YOURSELF WHETHER THE SERVICES AND YOUR USE OF THE SERVICES AND ANY OUTPUT, DATA, RESULTS, INFORMATION, ADVICE, RECOMMENDATIONS, OR OTHER MATERIALS OBTAINED OR CREATED THEREFROM COMPLY WITH YOUR OBLIGATIONS OR DUTIES YOU MAY OWE TO YOUR CUSTOMERS, CLIENTS, EMPLOYEES, OR OTHERS.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM THE SERVICES IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU WILL BE SURE TO REVIEW ALL OUTPUT FOR ACCURACY AND CORRECTNESS EACH TIME YOU USE ANY OUTPUT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

OUR AFFILIATES, SUPPLIERS, AND LICENSORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

8Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DIOPTER (OR OUR SUPPLIERS OR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST INCOME, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOST DATA, CORRUPTION OF DATA, INACCESSIBILITY OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, ANY FAILURE, INTERRUPTION, OR DELAY (INCLUDING THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE SERVICES) TO ACCESS TO OR USE OF ANY SERVICES OR OUTPUT, BUSINESS INTERRUPTION, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES OF ANY KIND RELATED TO, IN CONNECTION WITH, OR ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE ANY SERVICES REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, LAW, EQUITY OR OTHERWISE, EVEN IF DIOPTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE DIOPTER PLATFORM, SERVICES, OR OUTPUT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OR INACCESSIBILITY OF DATA RESULTING THEREFROM.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR OUTPUT IS TO DISCONTINUE USING THE SERVICES OR ACCESSING THE DIOPTER PLATFORM. IN NO EVENT SHALL DIOPTER'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, LAW, EQUITY, OR OTHERWISE, EXCEED THE AMOUNT YOU HAVE PERSONALLY PAID DIOPTER FOR PROVIDING SERVICES TO YOU FOR THE THREE (3) MONTHS PRIOR TO THE FIRST ALLEGED ACT CAUSING DAMAGES OR $100.00, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. IN NO EVENT SHALL DIOPTER BE LIABLE FOR ANY DAMAGES BASED UPON THE ACCURACY, COMPLETENESS, SECURITY, RELIABILITY, AVAILABILITY, OR ERRORS OF THE SERVICES OR THE OUTPUT OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. YOU ACKNOWLEDGE THAT DIOPTER HAS SET ITS FEES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES OR THE OUTPUT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9Term; Retention of User Content; Suspension

• Term. Subject to this Section, these Terms will remain in full force and effect while you access or use the Services. Your ability to access and use the paid Services will depend on the subscription or Service you purchase from us to access and use the Services. Your ability to access and use the Non-Subscription Features will depend on your compliance with these Terms including, and in addition to, any limitations we set on the Uploaded Media as described in Section 4.9.
• Retention of User Content. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Unless a separate written agreement between you and Diopter specifies a different data retention period, such deletion will occur within a commercially reasonable time following the effective date of the termination or expiration of your subscription. Diopter will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.
• Suspension and Termination. Notwithstanding any subscription you have purchased from us, we may suspend or terminate your ability to access or use the Diopter Platform or Services (including your Account) at any time as necessary for us to comply with applicable law and/or if we reasonably believe that your or your Organization's use of the Services violates these Terms or applicable law or may subject Diopter to potential liability. Sections 1, 2.2, 2.3, 3.3, 3.6, 3.7, 4, 5, 6, 7, 8, 9.3, and 10 shall survive termination of the Services or your use or access to the Services.

10General

• Changes. Subject to the notice requirement of this Section 10.1, we, in our sole and absolute discretion, may make changes to these Terms from time to time. If we make any substantial changes to these Terms, we will notify you of such changes by any reasonable means, including by posting the revised Terms on the Services (provided that, for material changes, we will seek to supplement such notice by email, an in-Service pop-up message, or other prominent notice within the Services, or other means). If we choose to supplement the notification of changes to these Terms by sending you an email, we will send the notification email to the last email address you have specified for the Primary Account Holder. You are responsible for providing us with your most current email address for your Primary Account Holder. If the last email address that you have provided us for the Primary Account Holder is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. The date that these Terms were last revised is set forth above. Continued use of our Services following notice of such changes shall be deemed to indicate your acknowledgement and acceptance of such changes and your agreement to be bound by the terms and conditions of such changes.
• Class Action Waiver; Jury Trial Waiver; Use Outside of the United States of America; and Dispute Resolution.

PLEASE READ THIS SECTION 10.2 AND SECTION 10.3 (INCLUDING THEIR SUBSECTIONS) CAREFULLY. THEY LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US AND INCLUDES A WAIVER OF CLASS ACTION, CLASS ARBITRATION AND RIGHT TO JURY TRIAL.

• Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF SECTIONS 10.2 AND 10.3 MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE LITIGATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
• Waiver of Jury Trial. YOU AND DIOPTER HEREBY EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT AND YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE DIOPTER PLATFORM, SERVICES, OR ANY TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT
  1. (A)NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION,
  2. (B)IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
  3. (C)IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND
  4. (D)IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
• Use Outside of the United States. The Services are operated by us from our offices within the United States of America. We make no representation that the Services are appropriate or available for use in other locations, and access to the Services from territories where the access to or use of the Services may be illegal is prohibited. Those who choose to access or use the Services from other locations do so, on their own initiative and are responsible for compliance with applicable local laws.
• Notice Requirement and Informal Dispute Resolution. Except for Diopter seeking emergency injunctive relief, before either party may seek to file suit against the other party, the party must first send to the other party a written notice of dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Diopter should be sent to: 1 Trans Am Plaza Drive, Suite 440 Oakbrook Terrace, IL 60181 USA or legal@diopter.ai. After the Notice is received, you and Diopter must attempt to resolve the claim or dispute informally. If you and Diopter do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.
• Choice of Law and Venue. To the maximum extent permitted by applicable law, you consent to these Terms and any claims relating to the information, Services, or products made available through the Diopter Platform and/or Services will be governed by the laws of the State of Illinois , U.S.A., and the Federal Arbitration Act ("FAA"), without regard to conflict of law principles. Subject to Section 10.3, which provides that disputes are to be resolved through binding arbitration or small claims court, to the extent that any lawsuit or court proceeding is permitted hereunder, you and Diopter agree that venue for all actions, relating in any manner to these Terms, will be in federal or state courts of competent jurisdiction located in DuPage County or Cook County, Illinois, for the purpose of litigating all such disputes.
• Dispute Resolution by Binding Arbitration. MOST DISPUTES AND CONCERNS CAN BE RESOLVED QUICKLY AND TO YOUR SATISFACTION BY CONTACTING US AT legal@diopter.ai. HOWEVER, IN THE UNLIKELY EVENT THAT DIOPTER CANNOT RESOLVE A DISPUTE WITH YOU, THEN, EXCEPT WITH RESPECT TO SMALL CLAIMS COURT CLAIMS AND CLAIMS RELATED TO INTELLECTUAL PROPERTY AS SET FORTH IN THE "ARBITRATION AGREEMENT" SECTION BELOW ("ARBITRATION AGREEMENT"), BOTH YOU AND DIOPTER AGREE TO SUBMIT THE DISPUTE TO THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS CONSUMER ARBITRATION RULES OR, BY SEPARATE MUTUAL AGREEMENT, TO ANOTHER ARBITRATION INSTITUTION, IN ACCORDANCE WITH THE "ARBITRATION AGREEMENT" SECTION BELOW.
• Time Limit on Claims Against Us. To the maximum extent permitted by applicable law, you agree that regardless of any statute or law to the contrary any claim or cause of action arising out of or related to your access to or use of the Services, or these Terms with us must be filed within one (1) year after such claim arose.

• Arbitration Agreement

• Claims to be Resolved by Binding Arbitration. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIOPTER AND YOU AGREE THAT ANY AND ALL DISPUTES AND CLAIMS BETWEEN YOU AND DIOPTER, ARISING OUT OF OR RELATING TO THE TERMS OR THE SERVICES SHALL BE FINALLY RESOLVED BY ARBITRATION, EXCEPT THAT: (1) EACH PARTY MAY COMMENCE AN ACTION IN A COURT OF PROPER JURISDICTION FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF AS CONTEMPLATED IN SECTION 10.3(g) BELOW (INJUNCTIVE RELIEF) PENDING A FINAL DECISION BY THE ARBITRATOR, (2) EITHER PARTY MAY BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT IF THE RULES OF THAT SMALL CLAIMS COURT WILL ALLOW IT. IF EITHER PARTY DOES NOT BRING ITS CLAIM IN SMALL CLAIMS COURT (OR IF YOU OR WE APPEAL A SMALL CLAIMS COURT JUDGMENT TO A COURT OF GENERAL JURISDICTION), THEN THE CLAIMS MUST BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION EXCEPT AS CONTEMPLATED IN SECTION 10.3(e) BELOW. YOU AGREE THAT, BY AGREEING TO THESE TERMS, YOU AND DIOPTER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING AND THE AAA MAY NOT ORDER A CLASS ARBITRATION. IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THE ARBITRATION AGREEMENT WILL REMAIN IN FORCE. THESE TERMS EVIDENCE A TRANSACTION IN INTERSTATE COMMERCE, AND THUS THE FAA GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THE TERMS OR YOUR RELATIONSHIP WITH DIOPTER FOR ANY REASON.
• Arbitrator. ANY ARBITRATION BETWEEN YOU AND DIOPTER WILL BE GOVERNED BY THE CONSUMER ARBITRATION RULES AND MEDIATION PROCEDURES (COLLECTIVELY, "AAA RULES") OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), AS MODIFIED BY THESE TERMS, AND WILL BE ADMINISTERED BY THE AAA. THE AAA RULES AND FILING FORMS ARE AVAILABLE ONLINE AT WWW.ADR.ORG, BY CALLING THE AAA AT 1-800-778-7879, OR BY CONTACTING DIOPTER.

THE NUMBER OF ARBITRATORS SHALL BE ONE (1). THE PARTIES SHALL JOINTLY SELECT AN ARBITRATOR WITHIN 30 DAYS OF THE COMMENCEMENT OF THE ARBITRATION. IF THE PARTIES ARE UNABLE TO AGREE ON AN ARBITRATOR WITHIN THAT TIME, THE AAA SHALL ADMINISTER THE PROCESS VIA A ‘STRIKE AND RANK' METHOD BY PROVIDING THE PARTIES WITH AN IDENTICAL LIST OF 5 ARBITRATOR CANDIDATES FROM ITS NATIONAL ROSTER OF ARBITRATORS. EACH PARTY SHALL HAVE THE RIGHT TO STRIKE UP TO TWO NAMES AND SHALL RANK THE REMAINING ARBITRATORS IN ORDER OF PREFERENCE. THE AAA SHALL APPOINT THE ARBITRATOR WITH THE LOWEST AGGREGATE SCORE (I.E. THE HIGHEST AGGREGATE PREFERENTIAL RANK). IF THE PROCESS RESULTS IN A TIE, THE AAA SHALL MAKE THE SELECTION OUT OF THE TIED ARBITRATOR CANDIDATES.

THE SEAT OF ARBITRATION SHALL BE CHICAGO, ILLINOIS.

THE ARBITRATOR SHALL HAVE THE POWER TO RULE ON ITS OWN JURISDICTION. ALL ISSUES ARE FOR THE ARBITRATOR TO DECIDE, INCLUDING THE SCOPE AND ENFORCEABILITY OF THIS ARBITRATION PROVISION AS WELL AS OTHER TERMS AND CONDITIONS IN THESE TERMS, AND THE ARBITRATOR SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY SUCH DISPUTE RELATING TO THE SCOPE AND ENFORCEABILITY OF THIS ARBITRATION PROVISION OR ANY OTHER TERM OF THESE TERMS INCLUDING, WITHOUT LIMITATION, ANY CLAIM THAT ALL OR ANY PART OF THIS ARBITRATION PROVISION OR THESE TERMS IS VOID OR VOIDABLE. HOWEVER, IF PUTATIVE CLASS OR REPRESENTATIVE CLAIMS ARE INITIALLY BROUGHT BY EITHER PARTY IN A COURT OF LAW, AND A MOTION TO COMPEL ARBITRATION IS BROUGHT BY ANY PARTY, THEN THE COURT SHALL DECIDE WHETHER THESE TERMS PERMIT CLASS OR REPRESENTATIVE PROCEEDINGS. FOR THE AVOIDANCE OF DOUBT, THE COURT AND ARBITRATOR SHALL BE BOUND BY THESE TERMS, INCLUDING WITH REGARD TO THE CLASS ACTION WAIVER PROVISION BELOW. IN ANY ARBITRATION, THE ARBITRATOR SHALL FOLLOW THE APPLICABLE LAW. THE ARBITRATOR SHALL NOT HAVE THE POWER TO COMMIT MANIFEST ERRORS OF LAW OR LEGAL REASONING, AND ANY AWARD RENDERED BY THE ARBITRATOR THAT EMPLOYS A MANIFEST ERROR OF LAW OR LEGAL REASONING MAY BE VACATED OR CORRECTED BY A COURT OF COMPETENT JURISDICTION FOR ANY SUCH ERROR.

THE ARBITRATION PROCEEDINGS SHALL OTHERWISE REMAIN CONFIDENTIAL, EXCEPT FOR PURPOSES OF SEEKING COURT INTERVENTION (IF NECESSARY).

• Notice and Process. A PARTY WHO INTENDS TO SEEK ARBITRATION MUST FIRST SEND TO THE OTHER, BY CERTIFIED MAIL, A WRITTEN NOTICE OF DISPUTE ("NOTICE") WITH DELIVERY RECEIPT. THE NOTICE TO DIOPTER SHOULD BE ADDRESSED TO: Diopter AI Inc., Attention: Rohan Gupta, 1 Trans Am Plaza Drive, Suite 440 Oakbrook Terrace, IL 60181 USA ("NOTICE ADDRESS") AND MUST BE SIGNED BY YOU PERSONALLY. NOTICE TO YOU FROM DIOPTER MAY BE SENT TO YOU DIRECTLY, OR IF YOU ARE REPRESENTED BY COUNSEL, TO YOUR LEGAL COUNSEL. THE NOTICE MUST
  1. (A)DESCRIBE THE NATURE AND BASIS OF THE CLAIM OR DISPUTE; AND
  2. (B)SET FORTH THE SPECIFIC RELIEF SOUGHT ("DEMAND").
  IF YOU AND DIOPTER DO NOT REACH AN AGREEMENT TO RESOLVE THE CLAIM WITHIN THIRTY (30) DAYS AFTER THE NOTICE IS RECEIVED, YOU OR DIOPTER MAY COMMENCE AN ARBITRATION PROCEEDING PURSUANT TO THE TERMS OF THIS ARBITRATION AGREEMENT.
• Fees. IN THE EVENT THAT YOU COMMENCE ARBITRATION IN ACCORDANCE WITH THESE TERMS, DIOPTER WILL, AT YOUR REQUEST, REIMBURSE YOU FOR YOUR PAYMENT OF THE ARBITRATION FILING FEE, UNLESS YOUR CLAIM IS FOR GREATER THAN $10,000, IN WHICH CASE THE PAYMENT OF ANY FEES SHALL BE DECIDED BY THE AAA RULES. ANY REQUEST FOR PAYMENT OF FEES BY DIOPTER SHOULD BE SUBMITTED BY MAIL TO THE AAA ALONG WITH YOUR DEMAND FOR ARBITRATION AND DIOPTER WILL MAKE ARRANGEMENTS TO PAY ALL NECESSARY FEES DIRECTLY TO THE AAA. IN THE EVENT THE ARBITRATOR DETERMINES THE CLAIM(S) YOU ASSERT IN THE ARBITRATION TO BE FRIVOLOUS OR BROUGHT FOR AN IMPROPER PURPOSE (AS MEASURED BY THE STANDARDS SET FORTH IN FEDERAL RULE OF CIVIL PROCEDURE 11(B) OR ITS SUCCESSOR RULE), YOU AGREE TO REIMBURSE DIOPTER FOR ALL FEES ASSOCIATED WITH THE ARBITRATION PAID BY DIOPTER ON YOUR BEHALF THAT YOU OTHERWISE WOULD BE OBLIGATED TO PAY UNDER THE AAA'S RULES.

IF YOUR CLAIM IS FOR $10,000 OR LESS, YOU MAY CHOOSE WHETHER THE ARBITRATION WILL BE CONDUCTED SOLELY ON THE BASIS OF DOCUMENTS SUBMITTED TO THE ARBITRATOR, THROUGH A NON-APPEARANCE BASED TELEPHONIC HEARING, OR BY AN IN-PERSON HEARING AS ESTABLISHED BY THE AAA RULES. ANY IN-PERSON ARBITRATION HEARINGS WILL TAKE PLACE AT A LOCATION TO BE AGREED UPON BY THE PARTIES, AND IF THE PARTIES ARE UNABLE TO AGREE UPON A LOCATION, THE DETERMINATION SHALL BE MADE BY THE ARBITRATOR OR THE AAA IN ACCORDANCE WITH THE AAA RULES IN COOK COUNTY, ILLINOIS. REGARDLESS OF THE MANNER IN WHICH THE ARBITRATION IS CONDUCTED, THE ARBITRATOR SHALL ISSUE A REASONED WRITTEN DECISION SUFFICIENT TO EXPLAIN THE ESSENTIAL FINDINGS AND CONCLUSIONS ON WHICH THE DECISION AND AWARD, IF ANY, ARE BASED. 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 FOURTEEN (14) DAYS OF THE ARBITRATOR'S RULING ON THE MERITS.

• Mass, Collective, or Batch Arbitration. YOU AND DIOPTER AGREE THAT ADMINISTRATION OF ANY MASS, COLLECTIVE OR BATCH ARBITRATION SHALL BE GOVERNED BY THE TERMS SET FORTH IN THIS SUBSECTION 10.3(e). You and Diopter agree that a "mass, collective, and/or batch arbitration" includes, but is not limited to, instances in which you and others are represented by a law firm or collection of law firms or legal counsel that has filed more than 30 arbitration demands of a substantially similar nature against Diopter, alleging similar or identical claims or causes of action, within 180 days of the arbitration demand filed on your or others behalf, and the law firm or collective of legal counsel/law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands together. If more than 30 arbitration demands of a substantially similar nature, alleging the similar or identical claims or causes of action, are filed against Diopter by the same law firm or collection of legal counsel/law firms within 180 days of one another, each arbitration demand must be filed, administered, arbitrated, and resolved pursuant to this subsection 10.3(e) and in accordance with the AAA Mass Arbitration Supplementary Rules.

Specifically, in order to increase the efficiency of resolution for any mass, collective, and/or batch arbitration, in the event more than 30 similar arbitration demands against Diopter are filed within a 180 day period pursuant to the above, the AAA shall

1. (A)group the arbitration demands into batches of no more than 30 demands per group; and
2. (B)provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch.

• Discovery. Discovery and/or the exchange of non-privileged information relevant to the dispute will be governed by the AAA Rules.
• Injunctive Relief. Notwithstanding the Arbitration Agreement, you acknowledge that money damages are an inadequate remedy for unauthorized access to or use of the Services or your breach of any provisions in the Terms relating to Diopter's intellectual property or trade secret rights, and any such breach would result in irreparable harm to Diopter. Accordingly, in the event of any such actual or threatened breach, Diopter may, in addition to any other rights or remedies available to Diopter at law or equity, seek specific performance or injunctive relief without the posting of a bond.
• Modifications. If Diopter makes any future change to this Arbitration Agreement (other than a change to the Notice Address) after your enrollment in a service or program or your use of the Services, you may reject any such change and require Diopter to adhere to the language in this arbitration provision as written at the time of your enrollment or purchase if a dispute between us arises, by sending us written notice within thirty (30) days of the change to the Notice Address provided above. You acknowledge and agree that, in the event you reject any future change, your account with Diopter shall be immediately terminated and you will arbitrate any dispute between us in accordance with the language of this provision as written at the time of your enrollment or subscription.

• Notice to California Residents. Under California Civil Code Section 1789.3, you can 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 S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding our Services.
• Export. The Diopter Platform may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Diopter, or any products utilizing such data, in violation of the United States export laws or regulations or similar laws or regulations.
• Electronic Communications. The communications between you and Diopter use electronic means, whether you use the Diopter Platform or send us emails, or whether Diopter posts notices on the Diopter Platform or communicates with you via email. For contractual purposes, you
  1. (a)consent to receive communications from Diopter in an electronic form; and
  2. (b)agree that all terms and conditions, agreements, notices, disclosures, and other communications that Diopter provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing.
  The foregoing does not affect your non-waivable rights.
• Entire Terms. These Terms, the Privacy Policy, and any order forms or other payment obligations you enter into with us constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The words "include, " "includes, "and" including" are hereby deemed to be followed by the phrase" without limitation." The word" will" is hereby deemed to be construed to have the same meaning and effect as the word" shall." The term" or" will be interpreted in the inclusive sense commonly associated with the term" and/or." Any definition of or reference to any agreement, instrument, or other document herein will be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). References to any specific law, rule or regulation, or section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Diopter is that of an independent contractor, and neither party is an agent or partner of the other. You acknowledge and agree that in no event shall Diopter owe you any enhanced or special duties, express or implied, in fact or by law, whether referred to as a special relationship, fiduciary, relationship or otherwise. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Diopter's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Diopter may freely assign these Terms without your prior consent. The terms and conditions set forth in these Terms shall be binding upon assignees. You agree that for any document or electronic information delivered through the Services that by" clicking" on the designated spaces in or relating to such document shall be deemed to be" in writing" and to have been" signed" and delivered for all purposes by you. Any record of such confirmation (including electronic records) shall be deemed to be" in writing." You further agree that you shall not contest the legally binding nature, validity or enforceability of any document or confirmation based on the fact that it has been executed by" clicking" on the designated spaces and expressly waives all rights you may have to assert such a claim.
• Force Majeure. We shall not be responsible to you, your Organization, or any third party entity or individual for any delay or failure in any performance due to acts of God, war, warlike conditions, blockade, embargoes, riots, government action, labor disturbances, unavailability of anticipated usual means of supplies, wrecks, epidemics, pandemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond our commercially reasonable control.
• Copyright/Trademark Information. Copyright © 2026 Diopter AI Inc. All rights reserved. All trademarks, logos, and service marks ("Marks") displayed on the Diopter Platform or within the Services are our property or the property of third parties. You are prohibited from using these Marks without our prior written consent or the consent of such third party which may own the Marks.

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