IMPORTANT! The GhostWrite app is licensed only on the condition that you agree to the terms and conditions set forth below. PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY.
1. GRANT OF LIMITED LICENSE. Lydian AI hereby grants to You for the Term of this Agreement a worldwide excepting the European Union, non-exclusive, non-transferable, non-sublicensable limited license to use GhostWrite through its standard user interfaces, for the following purposes and on the terms and conditions set forth herein (the “Limited License”):
(a) Your Use. If You have not previously had your right to download and use GhostWrite terminated by Lydian AI, You may download, install, update, use, reproduce, and display GhostWrite for non-commercial personal purposes, for the drafting of personal emails using the Website or GhostWrite app in conjunction with a third-party email solution, in compliance with all applicable laws. You may not use GhostWrite for the creation or sending of spam, mass marketing emails; phishing, soliciting or collecting sensitive data including, without limitation, passwords, financial details, and Social Security numbers; or to trick or impersonate another or otherwise deceive or defraud any email recipient. You may not use GhostWrite to threaten, harass, or bully another, or to create or send illegal material, hate speech, or material that violates the intellectual property rights of Lydian AI or any third parties. You may not automate GhostWrite or conduct any activity on behalf of others or perform any service bureau work; You must use GhostWrite individually and manually through its standard user interfaces. Lydian AI may terminate Your Limited License and this Agreement if Lydian AI determines, in its sole discretion, that You misused GhostWrite, or have sent an excessive number of emails using GhostWrite, or using GhostWrite for any purpose Lydian AI deems inappropriate or unintended.
(b) Your Responsibility to Use Wisely. You acknowledge and agree that GhostWrite is a tool to assist You in writing emails; however, You are solely responsible for the content of all emails You send and You are the one with sole discretion as to whether to send any GhostWrite-drafted email as is, edit it, or delete it without sending. You agree to proofread any GhostWrite-drafted email and verify the correct recipient or recipients have been selected prior to sending the email. GhostWrite-drafted email is not perfect, and may contain spelling and/or grammar mistakes, or content that is not what you had intended.
(c) Additional Limitations on Use. You may not reproduce, resell, sublicense, or distribute GhostWrite, and You may not make any alterations to GhostWrite, create derivative works from GhostWrite, in each instance regardless of whether You receive any direct or indirect compensation for any of the foregoing.
(d) Restricted Users. GhostWrite is intended for use only by adults. You must be of the age of majority in Your jurisdiction to enter into this Agreement with Lydian AI. Additionally, GhostWrite is not yet offered for use in the European Union; this Limited License expressly prohibits use by European Union residents and by You when You are visiting or traveling in the European Union.
(f) Feedback and Usage Data. You acknowledge and agree that any suggestions, bug reports, feature requests, or other feedback that You provide to Lydian AI, as well as any usage data Lydian AI captures, irrevocably becomes the property of Lydian AI, without any obligation to You.
2. OWNERSHIP; RESTRICTIONS. Subject to the rights granted to You under the Limited License, all right, title, and interest in and to GhostWrite, including any copyright, trademark, or other intellectual property rights are and shall remain at all times the sole and exclusive property of Lydian AI, with all rights reserved. GhostWrite is a trademark of Lydian AI. In addition, You agree that You will not, without the prior express written consent of Lydian AI in each instance, decompile, disassemble, reverse engineer, or modify or enhance GhostWrite, in whole or in part. You further agree that you will not, directly or indirectly, obliterate, obscure, or modify any Lydian AI or GhostWrite branding or copyright or other intellectual property notices contained on or within GhostWrite.
3. ACCOUNT REGISTRATION. In order to use GhostWrite, You must create a GhostWrite account by providing Lydian AI with Your name, email address, street address, and such other information as Lydian AI may require upon registration. You agree to provide accurate, current, and complete information during the account registration process and at all other times when You use GhostWrite, and to update the information provided to keep it accurate, current, and complete. You may have only one account and may not register or use multiple accounts. Your creation or use of multiple accounts may result in the termination of the Limited License or this Agreement.
You and You alone are responsible for safeguarding Your account password and You are solely responsible for all activity that occurs on or through Your Account. You agree to immediately inform Lydian AI of any suspected unauthorized use. Lydian AI is not liable or otherwise responsible for any loss or damage that You or any third party claims is caused in whole or part by unauthorized use of Your account. Notwithstanding the foregoing, You may, however, be liable or responsible to Lydian AI or third parties due to unauthorized use of Your Account.
4. LICENSE FEES; BETA PHASE. You acknowledge and agree that GhostWrite is currently in its beta phase and may contain errors, bugs, faults, and may crash or perform in unexpected ways. You further acknowledge and agree that Lydian AI reserves the right to modify, discontinue, or withdraw GhostWrite at any time without prior notice to You. There is no cost for the Limited License at this time; however, Lydian AI reserves the right to institute one-time, per-use, or subscription-based licensing fees upon notice to You at a later time. If You do not wish to pay any such license fees, at that time, You can instead opt to cease use of, or delete, GhostWrite, as applicable.
6. TERM AND TERMINATION. The term of this Agreement and the Limited License granted herein shall commence on Your acceptance of it or download or use of GhostWrite and shall continue under terminated as provided herein (collectively, the “Term” of this Agreement). If You have not entered into a subscription or other licensing fee arrangement with Lydian AI, Lydian AI may terminate this Agreement upon notice to You at any time for any reason. If You and Lydian AI have entered into a subscription or other licensing fee arrangement with Lydian AI, Lydian AI may terminate this entire Agreement or the Limited License as provided in the subscription or other licensing fee arrangement or upon notice to You if you violate any of the terms and conditions of this Agreement, as determined in Lydian AI’s sole and absolute discretion. Upon any such termination, you must discontinue use of and delete GhostWrite from all of Your devices, and cease and refrain from any further use or re-download of GhostWrite. You further agree to destroy all copies of GhostWrite and any related documentation or materials in Your possession or under Your control.
7. LIMITATION OF LIABILITY. To the maximum extent permitted by law, You are not entitled to receive damages from Lydian AI for any cause relating to this Agreement, Your download or use of GhostWrite or any related documentation or materials. In addition, in no event shall You be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with Lydian AI or with the distribution, operation, development, or performance of GhostWrite.
IN NO EVENT SHALL LYDIAN AI BE LIABLE TO YOU OR ANY ORGANIZATION YOU ARE ACTING FOR OR ON BEHALF OF FOR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, GHOSTWRITE, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF YOU HAVE ADVISED LYDIAN AI IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU OR MAY ONLY APPLY TO YOU IN PART.
IN ALL INSTANCES NOT PROHIBITED BY LAW, OUR LIABILITY TO YOU SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES NOT TO EXCEED THE GREATER OF THE AMOUNT YOU PAID TO LYDIAN AI IN THE TWELVE MONTHS PRECEDING YOUR CLAIM, OR U.S. $100.00, WHICHEVER IS GREATER.
YOU FURTHER AGREE THAT YOU MUST FORMALLY INITIATE ANY CLAIM AGAINST LYDIAN AI WITHIN ONE YEAR FROM THE DATE THE CAUSE OF ACTION AROSE.
8. DISCLAIMERS. GHOSTWRITE IS FURNISHED TO YOU “AS IS” WITHOUT ANY WARRANTY. LYDIAN AI EXPRESSLY DISCLAIMS ALL WARRANTIES ON GHOSTWRITE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OF NONINFRINGEMENT AND WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR A COURSE OF DEALINGS BETWEEN THE PARTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LYDIAN AI SHALL HAVE NO LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF GHOSTWRITE.
IN ADDITION, LYDIAN AI DOES NOT WARRANT OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS GHOSTWRITE AT ALL TIMES OR AT ALL, OR THAT GHOSTWRITE WILL FUNCTION AS INTENDED IN ANY PARTICULAR INSTANCE OR AT ALL. ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT GHOSTWRITE MAY NOT WORK AT ANY TIME YOUR THIRD-PARTY EMAIL PROVIDER IS EXPERIENCING TECHNICAL DIFFICULTIES, AND ALL SUCH EMAIL TECHNICAL ISSUES ARE OUT OF LYDIAN AI’S CONTROL. ADDITIONALLY, WE MAY “THROTTLE” (LIMIT) THE USE OF GHOSTWRITE DURING PEAK HOURS OR FOR USERS MAKING EXCESSIVE USE OF GHOSTWRITE. SUCH THROTTLING MAY BE APPLIED TO CERTAIN CLASSES OF USERS AND NOT TO OTHERS, SUCH AS TO FREE USERS BUT NOT TO PAID USERS, IN LYDIAN AI’S SOLE AND ABSOLUTE DISCRETION.
9. FORCE MAJEURE. Performance by either party under this Agreement is excused during the period such performance is prevented or delayed by government restrictions (whether with or without valid jurisdiction), war or warlike activity, insurrection or civil disorder, terrorism, epidemic or pandemic, or any other causes similar or dissimilar to the foregoing that are beyond the control of either party and were not foreseeable at the time this Agreement was entered into.
10. INDEMNIFICATION. You agree to indemnify and hold harmless Lydian AI, its owners, managers, directors, officers, employees, agents, representatives, licensees, affiliates, subsidiaries, group companies (as applicable), and their respective owners, managers, officers, directors, agents, employees, representatives, from and against any and all claims, demands, liabilities, obligations, losses, costs or debt, damages, actions and expenses, including, without limitation, reasonable attorneys’ fees, arising out of or relating to (i) Your use of GhostWrite; (ii) any breach of this Agreement, (iii) Your violation of any law, rules, regulations, or the rights of a third party.
11. INTERPRETATION. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. The failure of either party to enforce any provision of this Agreement will not be construed as a waiver thereof, or as excusing the other party from future performance. The parties shall not be deemed to be partners or joint venturers; rather, they enter into this Agreement as, and shall remain, independent contractors, each lacking the power to act on behalf of or bind the other.
12. NO ASSIGNMENT. You may not assign this Agreement or any of the rights granted by Lydian AI to You hereunder, in whole or in part, without the prior written consent of Lydian AI, and any attempt to do so shall be void. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.
13. EXPORT CONTROL. You agree to obey and comply with any and all applicable United States and international laws, rules, and regulations governing the export of software.
14. GOVERNING LAW. This Agreement shall in all respects be governed by and be construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws provisions.
16. NOTICE. Any notices required or permitted to be provided as follows:
To Lydian AI:
Lydian AI LLC
948 Harold Dr. Incline Village NV, 89451
Using any contact information that You have provided to Lydian AI and method that is reasonably calculated to provide you with notice.
With regard to modifications of this Agreement, Lydian AI may additionally use the method described in Section 17.
17. AMENDMENT. This Agreement may be amended in writing by the parties. Lydian AI may also amend this Agreement from time to time, effective when posted or otherwise made available to You in GhostWrite, or by notifying you by email or text.
18. REPRESENTATIVE. If You are using GhostWrite for or on behalf of any other person, organization, or firm, You represent and warrant to Lydian AI that You have the right to enter into this Agreement on behalf of such third party, and have full power and authority to bind such third party to the terms and conditions of this Agreement.
20. ACKNOWLEDGMENT AND EXCLUSIVITY. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LYDIAN AI, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LYDIAN AI RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.