Selara Sommelier Terms of Service
Last Modified: 14 September 2026
PLEASE READ THESE TERMS CAREFULLY.
Welcome to the Terms of Service (the “Terms” or “Agreement”) for the Selara Sommelier platform, accessible at selarasommelier.com (the “Website”), and any related applications or software made available by SelarAI LLC ("SelarAI,” “we,” “us,” or “our”) from time to time, including any downloadable desktop or mobile applications (collectively with the Website, the “Platform”). The Platform and any content, tools, features, and/or functionality offered on or through the Platform are collectively referred to as the “Services”.
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your rights and responsibilities. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
SelarAI may update these Terms from time to time by posting a revised version at https://selarasommelier.com/terms. The revised Terms will be effective upon posting. SelarAI will use reasonable efforts to notify you of material changes through the Services or by email to the address associated with your account. Your continued use of the Services after the effective date of any revised Terms constitutes your acceptance of those revised Terms. If you do not agree to the revised Terms, you must stop using the Services.
For purposes of these Terms, “you” and “your” means the person or entity using the Services. “Party” or “Parties” refers to one or both of the parties to this agreement, respectively.
DISPUTES ABOUT THESE TERMS AND THE SERVICES ARE SUBJECT TO BINDING ARBITRATION AS SET FORTH IN THE “MANDATORY ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW.
1. USING THE SERVICES
1.1. Eligibility. To use the Services, you must be at least twenty-one (21) years of age and have the legal capacity to enter into these Terms. By accessing or using the Services, you represent and warrant that you meet these requirements. We do not knowingly permit anyone under the age of twenty-one (21) to use the Services, and we may terminate or suspend access to any account we believe does not satisfy this requirement.
1.2. The Services. We provide a wine cellar management platform that integrates generative artificial intelligence (“AI”) features, including an AI sommelier chat assistant, to help you track and manage your wine collection. The Services enable you to, among other things, catalog and organize wine holdings by location, import inventory via spreadsheet, scan bottle labels and invoices, stage and record bottles, view market value and critic data, maintain personal tasting notes, and interact with an AI-powered assistant. The Services may produce text, recommendations, data transformations, or other outputs in response to your input. These outputs are generated by automated systems and are not reviewed by a human prior to delivery. You understand and agree that the outputs may be inaccurate, incomplete, biased, or otherwise flawed, and should not be solely relied upon without independent verification. SelarAI’s models and functionalities may evolve over time through updates or retraining. AI Output (defined below) may vary between sessions or versions. You acknowledge and agree that SelarAI reserves the right to update, modify, or discontinue certain features at any time without liability.
1.3. Access Platforms. You may access and use the Services through: (i) the Website at selarasommelier.com, which may also be installed as a progressive web application on compatible devices; and (ii) any downloadable desktop or mobile application we make available from our Website or otherwise (each, an “App,” and collectively with the Website, the “Platform”), in each case as available. These Terms apply to your use of the Services regardless of the point of access. Your use of the Platform may also be subject to additional terms imposed by the applicable platform provider (e.g., Apple), including their respective terms of service and usage policies. In the event of any conflict between these Terms and the mandatory terms required by the applicable platform provider, such platform terms will control solely to the extent required. Functionality may vary across access methods; we do not guarantee feature parity across all access methods at all times.
If you access or download the App from the Apple App Store, the following additional terms apply: (a) these Terms are between you and SelarAI only; Apple Inc. (“Apple”) is not a party and has no responsibility for the App or its content; (b) you are granted a non-transferable license to use the App on any Apple-branded device that you own or control, in accordance with the App Store Terms of Service; (c) Apple has no obligation to provide maintenance or support for the App; (d) in the event of a failure to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price (if any), but Apple has no further warranty obligations; (e) SelarAI is solely responsible for all claims relating to the App, including product liability, failure to comply with legal or regulatory requirements, consumer protection, privacy, and intellectual property infringement; and (f) you acknowledge that Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them as such.
1.4. Use. We hereby permit you to use the Services for your personal use, provided that you comply with these Terms. If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a personal, non-assignable, non-sublicensable, non-transferable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Services, including the right to install the Platform onto your applicable device, for the sole purpose of enabling you to use the Services as permitted by these Terms. You agree to use the Services responsibly and in compliance with applicable laws, regulations, and ethical standards. SelarAI may monitor usage patterns to prevent abuse and may suspend or terminate access in its sole discretion.
1.5. Device and Browser Requirements. You are responsible for providing a compatible device, internet browser, internet access, and any other equipment necessary to access and use the Platform. We do not guarantee that the Platform will be available in any specific geographic location, on all devices, or in all browsers. You may receive email notifications or other alerts through the Services. You control these through your account settings or as described in the notification. You are solely responsible for any fees, costs, or expenses incurred through your use of the Platform.
1.6. Restrictions. You agree not to, and will not permit others to do any of the following: (i) copy the Platform or create similar versions based on the Services; (ii) share access to the Services with any third party without our permission, except as expressly permitted through household sharing features available on eligible plans; (iii) use the Services on behalf of any third party except as expressly permitted by us; (iv) incorporate the Services into any other software, product, or service offering; (v) interfere with or circumvent any security, performance, or usage-limiting features of the Services; (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or logic of the Services, except as expressly permitted by applicable law and only upon prior written notice; (vii) remove, obscure, or alter any proprietary notices, disclaimers, or branding appearing in the Services; (viii) use the Services for competitive analysis or to develop a competing product or service; (ix) scrape, harvest, or systematically access the Services or any third-party data sources accessible through the Services to compile a competing dataset or service; (x) use the Services for or submit prompts designed to generate illegal, harassing, bullying, unethical, disruptive, or lewd, obscene, violent, harmful, threatening, or criminal outputs or purposes; (xi) use the AI features of the Services for purposes unrelated to wine cellar management or otherwise attempt to use the Services as a general-purpose AI tool; (xii) encourage or assist any third party in any of the foregoing activities; or (xiii) infringe or violate another party’s intellectual property rights on the Platform or through use of the Services.
2. YOUR CONTENT AND ACCOUNTS
2.1. Privacy Protection. Our Privacy Policy, available at https://selarasommelier.com/privacy, describes how we collect, use, and protect your Personal Data (as defined therein). In the event of any inconsistency between these Terms and the Privacy Policy regarding definitions or interpretation, these Terms will control.
2.2. Your Content and AI Output. You retain all ownership rights in and to: (i) any data, text, files, images, prompts, tasting notes, wine inventory records, label or invoice uploads, spreadsheet imports, instructions, or other content you submit or upload to the Services (“User Input”); and (ii) any output generated by the Services specifically in response to your User Input (“AI Output”) (collectively, “Your Content”). We do not claim ownership of Your Content. Except as set forth below with respect to shared content, you grant us a limited, non-exclusive license to use, store, reproduce, and process Your Content solely to provide and support the Services to you, comply with law, and as otherwise described in these Terms. If you choose to share tasting notes or other content through community features of the Services, you additionally grant us a limited, non-exclusive license to aggregate, summarize, and make that shared content available to other users of the Services, including through AI-generated community summaries. Content you do not choose to share is not used in this manner. You are solely responsible for Your Content and represent and warrant that you have all necessary rights, consents, and authority to submit Your Content and grant the rights described above. We reserve the right to remove any of Your Content from the Services at our discretion, including where it violates these Terms or applicable law.
2.3. Usage Data. SelarAI may collect and use data relating to your access, interactions, and usage of the Services, including technical logs, performance metrics, device and browser identifiers, IP addresses, referring URLs, clickstream data, feature-usage statistics, session duration, system events, crash reports, and AI interaction metadata such as prompt length, response time, and feature invocation patterns (collectively, “Usage Data”). SelarAI owns all rights, title, and interest in and to Usage Data. We may use Usage Data for analytics, troubleshooting, performance optimization, system improvement, and service optimization, provided that it does not include or reveal Your Content in identifiable form.
2.4. Model Training and Data Retention. SelarAI does not sell or share Your Content, including User Input or AI Output, with third-party model providers for independent training. We do not use Your Content to retrain our models. However, we may retain Your Content as needed to deliver the Services, fulfill your requests, maintain service continuity, or comply with legal obligations. Separately, we collect and retain Usage Data, including logs and metadata generated through your use of the Services. As described in Section 2.3, SelarAI owns all rights in and to Usage Data, which may be used for analytics, performance optimization, troubleshooting, system improvement, and service optimization (including improving the behavior and reliability of our AI systems).
2.5. Account Registration and Security. To access the Services, you may be required to create an account. You agree to provide accurate, complete, and up-to-date account information, and to keep your login credentials secure. You are solely responsible for all activity on your account, including activity by any person who uses your account with or without your authorization. Notify us immediately at support@selaraillc.com if you suspect unauthorized access to your account. We may suspend or terminate accounts in our sole discretion.
2.6. Household Sharing. Certain subscription plans may permit you to invite other individuals within your household to access and use certain features of the Services under your account (“Household Members”). You are solely responsible for the acts and omissions of all Household Members who access the Services through your account, including their compliance with these Terms. Any violation of these Terms by a Household Member will be treated as a violation by you. You may manage Household Member access through your account settings. SelarAI reserves the right to limit, modify, or discontinue household sharing features at any time.
2.7. Account Deletion and Data Export. You may delete your account at any time through the account settings within the Services. Upon deletion, your cellar data and account information will be permanently removed from the Services, except as we are required to retain by law or as otherwise described in these Terms or our Privacy Policy. Prior to deleting your account, you may export your data in a supported format through the account settings. Deletion of your account will automatically cancel any active subscription as of the effective date of deletion in accordance with Section 6.1. We are not obligated to retain or provide access to Your Content after your account has been deleted.
2.8. Third-Party Applications, Data Sources, and Integrations. The Services may incorporate or display data from third-party sources, including wine market data, critic scores, and pricing information ("Third-Party Data"). Third-Party Data is provided for informational purposes only. We do not guarantee the accuracy, completeness, or timeliness of any Third-Party Data and disclaim all liability arising from your reliance on it. The Services may also allow you to connect or use third-party applications, services, or platforms (“Third-Party Integrations”). Your use of any Third-Party Integration is solely governed by the terms and privacy policies of that provider. We do not control, endorse, or assume liability for any Third-Party Integration or Third-Party Data. Your interactions with such services and data are at your own risk.
3. INTELLECTUAL PROPERTY
3.1. SelarAI Intellectual Property. These Terms grant you a limited right to access and use the Services as provided. Except for rights explicitly granted to you in these Terms, SelarAI and its licensors retain all rights, title, and interest in and to the Services, including all related software, models, algorithms, user interfaces, documentation, and proprietary technologies. You do not acquire any ownership interest or license in the Services or any underlying system, model, or architecture, whether by implication, estoppel, or otherwise. Nothing in these Terms grants you any rights to access or use the source code, model weights, training data, or internal logic of any component of the Services.
3.2. Feedback. We welcome any suggestions, ideas, improvements, or recommendations provided by you relating to SelarAI, our Services, or the functionality of our Services (“Feedback”). By submitting any Feedback, you agree that we may use such Feedback without restriction. You hereby assign to us all rights, title, and interest in and to any feedback you submit. Where assignment is not permitted by law, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, and incorporate your Feedback into the Services or other products without compensation or attribution. We are under no obligation to use or act on any Feedback.
4. DISCLAIMER OF WARRANTIES
4.1. Disclaimer of Warranties. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELARAI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT.
THE SERVICES USE GENERATIVE ARTIFICIAL INTELLIGENCE TO PRODUCE RESPONSES, CONTENT, AND OUTPUTS BASED ON USER INPUT. YOU UNDERSTAND AND AGREE THAT: (I) SUCH OUTPUTS MAY BE INACCURATE, INCOMPLETE, OFFENSIVE, OR OTHERWISE UNRELIABLE; (II) OUTPUTS ARE GENERATED AUTOMATICALLY AND ARE NOT REVIEWED OR VERIFIED BY A HUMAN; (III) SELARAI MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE LEGALITY, APPROPRIATENESS, ORIGINALITY, OR NON-INFRINGEMENT OF ANY AI-GENERATED OUTPUT; AND (IV) YOU USE SUCH OUTPUTS ENTIRELY AT YOUR OWN RISK.
YOU ACKNOWLEDGE THAT NO INFORMATION OR OUTPUT PROVIDED BY THE SERVICES CONSTITUTES LEGAL, MEDICAL, FINANCIAL, SOMMELIER, OR OTHER PROFESSIONAL ADVICE. SELARAI DOES NOT WARRANT THAT THE SERVICES OR AI OUTPUT WILL BE ERROR-FREE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION THE ACCURACY OF ANY THIRD-PARTY DATA (AS DEFINED IN SECTION 2.8), WINE VALUATIONS, CRITIC SCORES, MARKET DATA, OR RECOMMENDATIONS PROVIDED THROUGH THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING ANY OUTPUT BEFORE USING IT IN ANY SETTING.
SELARAI MAY MODIFY, SUSPEND, OR UPDATE THE SERVICES, INCLUDING THE UNDERLYING AI MODELS, AT ANY TIME WITHOUT NOTICE. YOU ACKNOWLEDGE THAT RESULTS MAY VARY OVER TIME AND ACROSS SESSIONS.
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS.
5. PAYMENT TERMS
5.1. Payment Authorization. You acknowledge and agree that all the payment information you provide to SelarAI is accurate, current, and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or to our payment processor. You agree to pay the price of your selected subscription plan plus all applicable taxes (the "Full Payment Amount") and authorize us or our payment processor to charge your payment method for the Full Payment Amount on a recurring basis in accordance with your selected billing period (monthly or annually). Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date through the billing management portal or by contacting support.
5.2. Authorized Payment Methods. You may use any payment method accepted by SelarAI as listed on the Services. We will collect your payment information in order to carry out collection of payment. We may utilize third-party payment processors to process payments on our behalf. We do not guarantee the availability of any specific method at any given time and may add, suspend, or remove payment methods at its discretion.
5.3. Refunds and Consumer Rights. Except as stated in these Terms (including the pro rata refund provided for in Section 6.3 (Termination by SelarAI for Convenience)), all Full Payment Amounts are final and non-refundable. For the avoidance of doubt, no refund is due upon termination for cause under Section 6.2. We are not responsible for providing or processing refunds unless required by law. Notwithstanding the foregoing, certain jurisdictions (including California and New York) may provide consumer rights that apply to you. These Terms do not limit or waive any non-waivable rights you may have under such laws.
5.4. Payment Processing. We use Stripe, Inc. (“Stripe”) to provide payment processing services. By submitting payment information through the Services, you agree to be bound by the Stripe Services Agreement, as updated from time to time by Stripe. You authorize us to share the information you provide to us with Stripe as necessary to facilitate payments, comply with applicable law, and operate the Services. Stripe may collect and process personal data in accordance with its own Privacy Policy. We do not control and are not responsible for Stripe’s handling of your information. Your access to payment-enabled features may be suspended or terminated if you violate the Stripe Services Agreement or if Stripe declines to process a transaction. Stripe is solely responsible for the performance and security of its payment services, and any disputes related to those services must be resolved directly with Stripe. In the event of any conflict between these Terms and the Stripe Services Agreement with respect to payment processing, the Stripe Services Agreement will control.
5.5. Free and Beta Services. If you receive any Services free of charge (e.g., a free-tier plan, trial, or zero dollar proof of concept) or released as beta, pilot, limited release, non-production, or evaluation, including through any platform-specific testing or pre-release distribution program, regardless of platform (“Beta Features”), you acknowledge and accept that such Services are provided “AS-IS”, without any representations, warranties, support, maintenance, or other obligation of any kind from SelarAI. Beta Features are experimental in nature and may contain errors, defects, or other issues that could cause system failures or data loss. You acknowledge that Beta Features are intended for testing purposes and may not perform at the level of a commercially available service. SelarAI may provide Beta Features to different categories of users (including invited testers, general beta participants, or limited release groups) and may apply different terms, duration limits, or access restrictions to each category in its sole discretion. Unless otherwise mutually agreed in writing or specified in a separate beta testing agreement, beta access may be provided for a limited duration, and SelarAI may terminate your access to, or use of, a free Service or a Beta Feature at any time without prior notice; following such termination, SelarAI may permanently delete Your Content associated with the terminated Beta Feature or free Service. By participating in any beta testing program, you agree to provide Feedback regarding your experience, including reporting bugs, errors, and performance issues, in accordance with Section 3.2 of these Terms. Your use of Beta Features through third-party platforms is also subject to the applicable platform provider's terms and policies.
6. TERMINATION AND SUSPENSION
6.1. Termination by You. You may terminate your participation in these Terms at any time by canceling your subscription (if applicable) (i) through the billing management portal or by contacting support and (ii) deleting your account through the account settings within the Services. Termination will be effective upon completion of both steps, subject to Section 6.5 (Effects of Termination) and the provisions that survive termination under Section 10.13 (Survival). For the avoidance of doubt, deletion of your account through the account settings will automatically cancel any active subscription as of the effective date of deletion. If you cancel your subscription without deleting your account, your account will remain active but your access to paid features will end at the close of the then-current billing period. If you terminate your subscription mid-billing period, you will not receive a refund for the remainder of that period unless otherwise required by applicable law.
6.2. Termination by SelarAI for Cause. SelarAI may terminate your access to the Services, in whole or in part, immediately upon written notice if: (i) you materially breach these Terms and fail to cure such breach within five (5) days after receiving written notice specifying the breach in reasonable detail (provided that no cure period is required for breaches of Section 1.6 (Restrictions) or Section 7 (Indemnification), which may result in immediate termination); (ii) you engage in conduct that poses a security risk or may cause harm to the Services, other users, or third parties; (iii) you use the Services in violation of applicable law; or (iv) your account has been inactive for a continuous period of twelve (12) months or more.
6.3. Termination by SelarAI for Convenience. SelarAI may discontinue the Services or terminate these Terms for any reason upon thirty (30) days’ prior written notice to you. In the event of termination for convenience by SelarAI, SelarAI will provide a pro rata refund of any prepaid subscription fees attributable to the unused portion of the then-current billing period.
6.4. Suspension. SelarAI may suspend your access to all or any part of the Services immediately, without prior notice, if SelarAI reasonably believes that: (i) your account or use of the Services poses a security risk or may cause harm to the Services, other users, or third parties; (ii) your use may subject SelarAI to liability; (iii) your account may have been compromised; or (iv) you are in breach of these Terms. SelarAI will use reasonable efforts to notify you promptly after any suspension and to restore access once the grounds for suspension have been resolved. Suspension does not waive SelarAI’s right to terminate under this section.
6.5. Effects of Termination. Upon termination of these Terms for any reason: (i) all rights and licenses granted to you under these Terms will immediately cease; (ii) you must promptly cease all use of the Services and delete or remove any installed copies of the Platform from your devices; (iii) any outstanding payment obligations incurred prior to the effective date of termination will remain due and payable; (iv) subject to the data export rights set forth in Section 2.7, SelarAI may delete Your Content within a commercially reasonable period following termination, except as required to be retained by law or as otherwise described in these Terms or our Privacy Policy; and (v) the provisions identified in Section 10.13 will survive termination. Termination will not affect any rights or obligations that accrued prior to the effective date of termination.
7. INDEMNIFICATION
7.1. Indemnification. You agree to indemnify, defend, and hold harmless SelarAI, its affiliates, and each of their respective officers, directors, employees, contractors, agents, licensors, and representatives from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and penalties imposed by a governmental or regulatory authority) arising out of or relating to: (i) your breach or violation of these Terms; (ii) your use or misuse of the Services, including reliance on or distribution of AI-generated output; (iii) any User Input or other content you submit, upload, or provide through the Services, including any claim that such content infringes, misappropriates, or violates the intellectual property, privacy, or other rights of any third party; (iv) your violation of any applicable law or regulation in connection with your use of the Services; (v) your use of the Services to generate or disseminate prohibited, harmful, or unlawful content (including false, deceptive, infringing, harassing, or unsafe material); or (vi) your use of any third-party integrations, services, or applications accessed through the Services. SelarAI reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with our defense.
8. LIMITATION OF LIABILITY
8.1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SELARAI, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES BE LIABLE: (I) FOR ANY AMOUNT EXCEEDING ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES; OR (II) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR DIMINUTION IN VALUE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF SELARAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO THE ABOVE MAY NOT APPLY TO YOU IN FULL.
8.2. Essential Basis for the Bargain. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SELARAI AND THAT SELARAI WOULD NOT PROVIDE THE SERVICES TO YOU WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS.
9. MANDATORY ARBITRATION AND CLASS ACTION WAIVER. This Section 9 applies to all disputes arising out of or relating to these Terms, the Privacy Policy, the Services, or any aspect of the relationship between you and SelarAI, regardless of whether such dispute is based in contract, tort, statute, fraud, misrepresentation, or any other legal theory.
9.1. Arbitration. If a dispute arises concerning the interpretation of these Terms or the performance of either Party under them, the Parties agree to first attempt resolution through good faith executive-level discussions. Either Party may initiate this process by delivering a written notice describing the dispute in reasonable detail, including the sections of these Terms at issue and the relief sought (a "Notice of Dispute"). A Notice of Dispute must be delivered in accordance with Section 10.8. If the Parties are unable to resolve the dispute within ten (10) business days of receipt of the Notice of Dispute, the matter shall be resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), as modified by this section, and in accordance with the Federal Arbitration Act (Title 9 of the United States Code). Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction as provided in Section 10.2 to prevent irreparable harm.
The arbitration shall be administered by the AAA and decided by a panel of three (3) arbitrators. The legal seat of arbitration shall be Wilmington, Delaware, but unless the Parties agree otherwise, the arbitration proceedings (including hearings) shall be conducted remotely by video conference or other virtual means. The arbitration must be initiated within a reasonable time after the dispute arises, and all statutes of limitation that would apply in a judicial proceeding shall apply. The arbitrators’ decision shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction. No arbitration may include any person or entity not a party to this Agreement without both Parties’ written consent. Each Party waives any right to appeal, review, or vacate the award, except as permitted under the Federal Arbitration Act.
The prevailing Party, as determined by the arbitrators, shall be entitled to recover all costs and fees, including reasonable attorneys’\ fees, arbitration and administrative fees, and out-of-pocket expenses.
9.2. Class Action Waiver. YOU AND SELARAI AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID.
10. MISCELLANEOUS
10.1. Authority. Each party represents that it has full authority to enter into these Terms and bind itself to its terms.
10.2. Governing Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of laws principles. Subject to the mandatory arbitration provisions set forth in Section 9, you and SelarAI agree that any legal action or proceeding not subject to arbitration under Section 9 (including any action seeking injunctive or other equitable relief) will be brought exclusively in the state or federal courts of appropriate jurisdiction located in Wilmington, Delaware, and you consent to the personal jurisdiction of and venue in such courts.
10.3. Amendment; No Waiver. Except for updates to these Terms made by SelarAI in accordance with the preamble to these Terms, these Terms may not be amended except in a signed writing executed by authorized representatives of SelarAI and you. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
10.4. Force Majeure. Except for payment obligations, neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
10.5. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
10.6. Compliance with Laws. We will comply with all applicable U.S. state and federal laws and international laws in our operation and our provision of the Services. We reserve the right to disclose any information as necessary to comply with legal obligations, including laws, regulations, legal processes, or government requests. You agree not to export, re-export, or otherwise transfer access to the Services to any country, entity, or individual prohibited by applicable export control laws or sanctions programs.
10.7. Severability. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be replaced by a valid and enforceable provision that most closely reflects the intent of the original, and the remainder of these Terms will remain in full force and effect.
10.8. Notices. If you need to contact us for legal purposes, you may do so by email at legal@selaraillc.com or through any contact method listed on our website or in our application. We may provide you with notices via email, in-app messaging, or through any contact information associated with your account. You are responsible for keeping your contact details up to date.
10.9. Entire Agreement. These Terms, including our Privacy Policy and except as expressly provided in Section 5.4 with respect to the Stripe Services Agreement, constitute the entire agreement between you and SelarAI regarding the Services. It supersedes all other prior and contemporaneous proposals, agreements, or understandings, whether oral, written, or electronic. We expressly object to and reject any additional or conflicting terms you propose. Our obligations are not contingent upon the delivery of any future functionality or features unless expressly agreed to in writing.
10.10. Assignment. You may not assign or transfer these Terms, in whole or in part, without SelarAI’s prior written consent, and any attempt to do so without consent will be null and void. We may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties and their respective permitted successors and assigns.
10.11. No Third Party Beneficiaries. Except as expressly provided in these Terms, including with respect to Apple Inc. and its subsidiaries as third-party beneficiaries of certain provisions related to the App as set forth in Section 1.3, nothing in this Agreement is intended to or will confer upon any third party any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
10.12. Contract for Services. These Terms are for the provision of Services and not a sale of goods. The Uniform Commercial Code (UCC), the Uniform Computer Information Transactions Act (UCITA), and the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms.
10.13. Survival. Any provisions that by their nature should survive termination or expiration of these Terms will survive, including but not limited to the provisions of Section 2 (Your Content and Accounts), Section 3 (Intellectual Property), Section 4 (Disclaimer of Warranties), Section 7 (Indemnification), Section 8 (Limitation of Liability), Section 9 (Mandatory Arbitration and Class Action Waiver), and this Section 10 (Miscellaneous), as well as any accrued payment obligations.
10.14. Interpretation. The headings used in these Terms are for convenience only and will not affect the interpretation of any provision. The words “including,” “such as,” and similar terms are to be construed without limitation. These Terms will not be construed against either party as the drafter.