Scrunch AI Terms of Use

Effective date: March 6, 2025

Please read these Terms carefully. They describe your rights and responsibilities and form a legally binding agreement between you and Excelsa Labs, Inc., dba Scrunch AI (“Scrunch AI,” “we,” or “us”) regarding your use of Scrunch AI’s websites and services (the “Services”).

These Terms apply to all users, including commercial users, unless you have a separate written agreement with Scrunch AI (such as a Master Services Agreement or Enterprise Agreement). If there is a conflict between these Terms and a separate agreement, the separate agreement will govern.

By accessing or using this website (the “Site”) or the Services, you agree that you have read, understood, and accept these Terms of Use, our Privacy Policy, and any other policies or notices posted on the Site, which are incorporated by reference. If you do not accept these Terms, do not access or use the Site or the Services.

Important: These Terms include a binding arbitration provision in Section 5 requiring arbitration of disputes on an individual basis and a waiver of jury trials and class actions.

1. Access and Use of the Services

1. Sale of Services
   Subject to your compliance with these Terms or any applicable separate agreement, you may access and use our Services. You must comply with our Privacy Policy, applicable documentation, and all laws. We may discontinue the Services, and if we do, we will provide notice.

2. Provision of Access
   You may use the Site provided that:

3. You are over 18 years of age.
4. You do not copy the Services or any part of them.
5. You do not modify the Services or any part of them.

6. You comply with all applicable laws, rules, regulations, and court orders.

7. Use Restrictions
   You will not use the Services or any data, insights, or methodologies derived from the Services to:

8. Violate any copyrights or other proprietary or intellectual property rights in the Site or the Services.
9. Engage in data mining or use bots or similar data gathering and extraction tools or methods in connection with the Site or the Services.
10. Decompile, scrape, reverse engineer, disassemble, lease, sell, distribute, or reproduce the Site; or attempt to discover, or assist others to discover, the underlying components of the Services (including models, algorithms, or systems), except where prohibited by law.
11. Transmit, post, or otherwise make available:
    • Content that is unlawful, false, inaccurate, harmful, obscene, or otherwise objectionable, including any content that infringes any intellectual property or proprietary rights.
    • Viruses, Trojan horses, or other harmful programs or materials.
    • Advertising or promotional materials, spam, or any other form of solicitation.
12. Misrepresent your affiliation with or impersonate any person or entity.
13. Interfere with or disrupt the Site, or attempt to circumvent its security features.
14. Remove or modify any copyright or other proprietary notices, or references to these Terms in the Services or on the Site.
15. Misrepresent the Services or the Site, or misinform others about their origin or ownership.
16. Use the Services in a manner that violates any laws.
17. Send us any personal information of children under 13 (or the applicable age of digital consent), or allow minors to use the Services without parental/guardian consent.
18. Use the Services to develop, market, or distribute any commercial product or service that competes with the Services.
19. Use the Services to train or fine-tune any general-purpose (foundational) generative AI model.
20. Buy, sell, or transfer API keys with any third party.

21. Use the Services for any reason other than collecting customer sentiment information for your product or service.

22. Account Registration and Access
    To use the Services, you must create an account (an “Account”) via our online registration procedures, which we may update. You must provide accurate, complete, and up-to-date information and keep it current. We may suspend or terminate your Account if you do not. You agree not to permit any other person to access, use, or operate the Services via your Account, and to secure your credentials, hardware, and software consistent with customary security protocols. Notify Scrunch AI promptly if you know or suspect that any username or password has been compromised. You are responsible for all activities under your Account(s). You represent that you have not and will not misrepresent your identity or provide deceptive or misleading profile information. Personal data and automatically collected data are governed by our Privacy Policy.

23. Updates
    We may develop patches, bug fixes, updates, upgrades, and other modifications to the Services (“Updates”). Updates may be required for certain features or components. You agree to promptly install any required Updates and consent to automatic installation of Updates performed by or on behalf of Scrunch AI.

24. Reservation of Rights
    Scrunch AI and its suppliers retain all right, title, and interest (including copyrights, trade secrets, patents, and other rights) in and to the Services and the Site. If you provide feedback or suggestions, they will be deemed non-confidential and non-proprietary; we may implement them without compensation to you, and any implementation is owned by us. All product names, service names, trademarks, and service marks (“Marks”) are the property of Scrunch AI or their respective owners. You may not use any Marks except as permitted by these Terms.

25. Third-Party Services
    The Services may include third-party software, products, or services (“Third-Party Services”) and may include output from those services (“Third-Party Output”). Third-Party Services and Third-Party Output are subject to their own terms (“Third-Party Terms”), and we are not responsible for them.

2. Content of the Service and Site

1. Input and Output
   You may provide input to the Services (“Input”) and receive output based on the Input (“Output”). Input and Output are “Content.” You are responsible for Content, including ensuring it complies with laws, these Terms, and any Third-Party Terms. You represent and warrant that you have all rights, licenses, and permissions necessary to provide Input. As between you and Scrunch AI, and to the extent permitted by law, you retain ownership of your Input and own the Output. We hereby assign to you any right, title, and interest we may have in the Output.

2. Nature of AI Output
   Output may not be unique, and other users may receive similar Output. Our assignment to you does not extend to other users’ output or any Third-Party Output. Due to the probabilistic nature of machine learning, Output may not accurately reflect real people, places, or facts.

3. Use of Content to Improve Services
   We may use Content to provide, maintain, develop, and improve the Services, comply with law, enforce our terms and policies, and keep the Services safe. If you do not want us to use your Content to train our models, you can opt out by emailing a request to our team. Please note that opting out may limit the Services’ ability to address your specific use case.

4. Your Responsibilities When Using Output

5. Output may not always be accurate. Do not rely on Output as a sole source of truth or as a substitute for professional advice.
6. Evaluate Output for accuracy and appropriateness for your use case, including human review as needed, before using or sharing it.
7. Do not use any Output relating to a person for any purpose that could have a legal or material impact on that person (e.g., credit, education, employment, housing, insurance, legal, or medical decisions).

8. Output may be incomplete, incorrect, or offensive and does not represent Scrunch AI’s views. References to third-party products or services do not imply endorsement or affiliation.

9. Links to Third-Party Sites
   The Site may include links to third-party sites (e.g., social media, file sharing). When you access these sites, you are subject to their terms and privacy/security policies. We are not responsible for the accuracy, completeness, legality, practices, or availability of linked sites (or related services, content, software, or technologies), nor for service interruptions, malfunctions, or security breaches involving them. References or links to commercial products or services, or use of any trade, firm, or corporation name do not constitute endorsement by Scrunch AI.

3. Indemnification

1. Your Obligations
   You agree to defend, indemnify, and hold us harmless from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:
2. Your breach of these Terms.
3. Your use of the Services, including any commercial use.
4. Any content or data you provide or generate using the Services.

5. Any third-party claims related to your use of the Services, including claims related to intellectual property, privacy, or consumer protection laws.
   We may, at our expense, assume exclusive defense and control of any matter subject to indemnification and you agree to cooperate with our defense.

6. Indemnification Procedures
   The party seeking defense and indemnity (the “Indemnified Party”) will promptly notify the other party (the “Indemnifying Party”) of such claims and reasonably cooperate in the defense and/or settlement. The Indemnifying Party has the sole right to conduct the defense (provided it may not settle any claim without the Indemnified Party’s prior written approval unless the settlement unconditionally releases the Indemnified Party, requires no admission, and imposes no restrictions on the Indemnified Party’s business, products, or services). The Indemnified Party may participate in the defense at its own expense, or, if the Indemnifying Party refuses to defend, may defend itself and seek reimbursement.

4. Limitation of Liability

DISCLAIMER: THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS AND MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS. SCRUNCH AI MAKES NO WARRANTIES REGARDING THE SITE OR THE SERVICES, INCLUDING THEIR COMPLETENESS, ACCURACY, TIMELINESS, NON-INFRINGEMENT, OR FREEDOM FROM VIRUSES. YOUR ACCESS AND USE ARE AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCRUNCH AI’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY YOU TO SCRUNCH AI FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) $1,000 USD.

IN NO EVENT WILL SCRUNCH AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS INTERRUPTION, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Arbitration, Class-Action Waiver, Jury Waiver, and Governing Law

YOU AND SCRUNCH AI AGREE TO RESOLVE ANY DISPUTES EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. THIS MEANS BOTH PARTIES WAIVE ANY RIGHT TO LITIGATE IN COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

• Informal resolution. Before initiating arbitration, please email details of your complaint to our team so we can try to resolve it quickly.
• Arbitration process. If unresolved, either party may initiate arbitration. A dispute includes any disagreement about the meaning, application, or enforcement of this Section 5. The arbitrator will decide any dispute under these Terms.
• Costs and fees. The arbitrator’s fee and other costs for any non-frivolous claim will be divided equally unless the arbitrator awards fees to the prevailing party under applicable rules (including Federal Rule of Civil Procedure 54(d)(1)). Attorney’s fees may be awarded to the prevailing party if authorized by statute; otherwise, each party bears its own fees and costs.
• Forum and rules. Any dispute, claim, or controversy arising out of or relating to these Terms, including their interpretation, validity, or breach, shall be determined by arbitration held in San Francisco, California, before one arbitrator, and administered pursuant to JAMS’s Streamlined Arbitration Rules and Procedures (see the JAMS Streamlined Arbitration Rules). The arbitrator has exclusive authority to resolve arbitrability issues, including scope, application, meaning, and enforceability of this arbitration provision, and may grant any relief available in court. Any award shall be final and binding and may be entered as a judgment in any court with jurisdiction.
• Provisional remedies and small claims. This clause does not preclude either party from seeking provisional remedies (including public injunctive relief) from a court of appropriate jurisdiction. Either party may bring an individual claim in small claims court, or, if filed in arbitration, the responding party may request transfer to small claims court if within that court’s jurisdiction. If requested before an arbitrator is appointed, any open arbitration shall be administratively closed; otherwise, the arbitrator decides the forum. Arbitration will proceed by written submissions unless either party invokes the right to an oral hearing.
• Governing law. Any dispute regarding these Terms, your use of the Services, or your relationship with Scrunch AI shall be governed by the laws of the State of Utah, without regard to its conflict of law rules. The arbitration provisions are governed by the Federal Arbitration Act.
• Class-action waiver. Except where prohibited by law, you agree that any disputes and causes of action shall be resolved individually, without resort to any class or representative action.
• Severability and limitations. If any provision related to this arbitration agreement is found illegal or unenforceable, it shall be severed; the remainder of Section 5 remains in effect. Regardless of any statute or law to the contrary, any claim or cause of action arising from or related to the Services must be filed within one (1) year after it arose or be forever barred. Failure to exercise any right is not a waiver of further rights.

6. Termination and Suspension

You may stop using the Services at any time. We may suspend or terminate your access or delete your account if we determine that: - You are in breach of these Terms. - We must do so to comply with law. - Your use could cause risk or harm to Scrunch AI, our users, or others. - For commercial users, for any reason, with at least 30 days’ notice prior to the end of your current subscription term. - For non-commercial users, for any reason, at any time.

We may delete data associated with your account and use of the Services after: - Your commercial subscription has lapsed for more than 30 days; or - For non-commercial users, after 30 days of inactivity.

7. Copyright Complaints

If you believe your work has been copied or posted in connection with our Services in a way that constitutes copyright infringement, please provide our Copyright Agent with: - A physical or electronic signature of the copyright owner or authorized agent. - A description and URL of the copyrighted work you claim has been infringed. - Your mailing address, telephone number, and email address. - A statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law. - A statement under penalty of perjury that the information is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.

Send claims by email to our Copyright Agent or by mail to:
Scrunch AI
50 W Broadway, Suite 333 PMB 76690
Salt Lake City, UT 84104

8. Miscellaneous

1. Entire Agreement
   These Terms, together with any documents incorporated by reference, are the entire agreement regarding your access to and use of the Services and the Site.

2. Changes to the Terms; Waiver
   We may revise and update these Terms at our discretion. All changes are effective when posted and apply to all access and use thereafter. Your continued use following posting means you accept the changes. Check this page periodically. No waiver is effective unless in writing and signed by the waiving party. No failure or delay to exercise any right operates as a waiver; no single or partial exercise precludes further or other exercise.

3. Severability
   If any provision is invalid, illegal, or unenforceable in any jurisdiction, the remaining provisions remain in effect, and the invalidity does not affect enforceability in other jurisdictions. Our failure to enforce a provision is not a waiver of our right to do so later.

4. Governing Law; Jurisdiction
   These Terms and any matter or dispute arising out of the Services or the Site are governed by the laws of the State of Utah, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any suit, action, or proceeding to enforce any provision or arising out of these Terms shall be brought in the state or federal courts for the District of Utah. Each party irrevocably consents to the jurisdiction and venue of such courts and waives objections to inconvenient forum. Process may be served by registered mail anywhere in the world.

5. Publicity
   If you are a business or organization, Scrunch AI may publish your name and logo on Scrunch AI websites, client lists, press releases, and other marketing materials, along with a brief description of your deployment of the Service.

6. Assignment
   You may not assign or transfer any rights or obligations under these Terms; any attempted assignment is void. We may assign our rights or obligations to any affiliate, subsidiary, or successor in interest.

7. Contact Us
   Scrunch AI
   50 W Broadway, Suite 333 PMB 76690
   Salt Lake City, UT 84104
   Email: Please contact our team using the contact information provided on our website.

8. Trade Controls
   You must comply with all applicable trade laws, including sanctions and export control laws. The Services may not be used in or for the benefit of, or exported or re-exported to: (a) any U.S. embargoed country or territory; or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. The Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material requiring a government license for release or export.