Terms of Service

Last updated February 4, 2025

User Subscription Agreement

This User Subscription Agreement (hereinafter referred to as "the Agreement") is made and entered into as of the 4th of February 2025, by and between Banooey, LLC, a Delaware-based provider of an innovative conversational AI platform (hereinafter referred to as "the Company"), and its users (hereinafter referred to as "the Users"). This Agreement sets forth the terms and conditions governing the use of Banooey's platform, including its subscription plans, features, and services, to ensure a clear understanding of the rights and obligations of both parties.

Definitions

  1. "Banooey, LLC" refers to the Delaware-based company that operates a platform enabling users to create, customize, and interact with AI-powered characters.
  2. "Platform" refers to the website and associated services provided by Banooey, LLC, allowing Users to engage with conversational AI chatbots.
  3. "AI Character" refers to the customizable, AI-powered chatbot created and used by Users on the Platform for various purposes, including entertainment, productivity, and creativity.
  4. "Subscription Plans" refer to the tiered pricing model offered by the Company, including Free, Bronze, Silver, and Gold Plans, each providing varying levels of access and features.
  5. "Free Plan" refers to the no-cost subscription tier that allows Users limited access to the Platform, including 15 messages per day and interaction with one AI Character.
  6. "Bronze Plan" refers to the $9.99/month subscription tier offering enhanced features such as 200 messages per day, access to five AI Characters, and conversation-level memory.
  7. "Silver Plan" refers to the $14.99/month subscription tier providing unlimited messages, unlimited AI Characters, advanced memory features, and additional tools for customization and interaction.
  8. "Gold Plan" refers to the $29.99/month subscription tier, which includes all features of the Silver Plan plus advanced perks such as alternate AI model selection and access to character presets.
  9. "Users" refer to individuals or entities who utilize the Platform, including both free and paid subscribers.
  10. "Memory Features" refer to the Platform's ability to retain context and character-specific information during conversations, enhancing the interactive experience.
  11. "Archived Chats and Characters" refer to previously saved conversations and AI Characters that can be accessed or restored by Users, subject to their subscription tier.

Payment Methods

  1. Accepted Payment Methods
    1. Banooey, LLC accepts payments via credit cards, debit cards, PayPal, and other third-party payment processors as specified on the platform.
    2. Users are responsible for ensuring that their selected payment method is valid, active, and up-to-date to avoid service interruptions.
  2. Subscription Billing
    1. Subscription fees are billed in advance on a recurring monthly basis.
    2. The billing cycle begins on the date the subscription is activated and renews automatically unless canceled by the user.
  3. Automatic Renewal
    1. Subscriptions automatically renew at the end of each billing cycle unless the user cancels their subscription prior to the renewal date.
    2. Upon renewal, the user will be charged the applicable subscription fee for the next billing cycle using their selected payment method.
  4. Authorization
    1. By subscribing, users authorize Banooey, LLC to charge their selected payment method for the subscription fees and any applicable taxes.
  5. Failed Payments
    1. If a payment fails, the user's access to paid features may be suspended or downgraded to the free plan until the payment is successfully processed.
    2. Users will be granted a grace period of five (5) days to update their payment information and resolve the issue.
  6. Refund Policy
    1. All payments are non-refundable, including partial months of service, unless otherwise required by applicable law.
    2. Users are responsible for canceling their subscription if they no longer wish to use the service.
  7. Currency and Taxes
    1. All fees are charged in U.S. dollars unless otherwise stated.
    2. Users are responsible for any applicable taxes, including VAT or sales tax, based on their location.
  8. Promotions and Discounts
    1. Promotional pricing or discounts, if offered, are temporary and subject to change at the discretion of Banooey, LLC.
  9. Changes to Fees
    1. Banooey, LLC reserves the right to modify subscription fees with at least thirty (30) days' prior notice to users.
    2. Continued use of the service after the fee change constitutes acceptance of the new pricing.
  10. Dispute Resolution for Payments
    1. Users must contact Banooey, LLC's customer support to resolve any billing disputes within thirty (30) days of the charge.
    2. Failure to dispute a charge within this timeframe constitutes acceptance of the charge.
  11. Termination of Service
    1. Banooey, LLC reserves the right to terminate or suspend a user's account for non-payment or violation of the terms of service.
  12. Compliance with Delaware Law
    1. This Payment Methods clause is governed by and construed in accordance with the laws of the State of Delaware.

Limitation of Liability

  1. Platform Provided "As Is" and "As Available"
    1. The platform provided by Banooey, LLC is offered on an "as is" and "as available" basis.
    2. Banooey, LLC makes no guarantees regarding the accuracy, reliability, availability, or suitability of the platform for any particular purpose.
  2. Disclaimer of Warranties
    1. Banooey, LLC disclaims all express and implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
    2. Banooey, LLC does not warrant that the platform will be uninterrupted, error-free, or free from harmful components.
  3. Limitation of Liability Cap
    1. For users subscribed to paid plans, the total liability of Banooey, LLC for any claims, damages, or losses arising out of or in connection with the use of the platform shall not exceed the total subscription fees paid by the user in the twelve (12) months preceding the claim.
    2. For users on the Free Plan, the total liability of Banooey, LLC is capped at $0.
  4. Exclusion of Indirect, Incidental, and Consequential Damages
    1. Banooey, LLC shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising out of or in connection with the use or inability to use the platform.
    2. This exclusion applies even if Banooey, LLC has been advised of the possibility of such damages.
  5. AI-Specific Risks
    1. Users acknowledge that the platform involves AI-generated content, which may include inaccuracies, offensive material, or unintended outputs.
    2. Banooey, LLC is not responsible for user-generated content or any misuse of the platform by its users.
  6. Compliance with Delaware Law
    1. This limitation of liability clause shall apply to the fullest extent permitted by applicable law, including the laws of the State of Delaware.
  7. User Responsibility
    1. Users are solely responsible for their use of the platform and any consequences arising from their interactions with AI characters.
    2. Users are encouraged to use the platform responsibly and report any issues or concerns to Banooey, LLC.
  8. Severability
    1. If any provision of this limitation of liability clause is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Governing Law

  1. These Terms and Conditions, and any disputes arising out of or related to them, shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles.
  2. The application of any conflict of law rules that would result in the application of the laws of a jurisdiction other than Delaware is expressly excluded.
  3. By accessing or using the services provided by Banooey, LLC, you agree that the laws of the State of Delaware, USA, will govern these Terms and Conditions, regardless of your location.
  4. Any legal action or proceeding arising under these Terms and Conditions shall be brought exclusively in the state or federal courts located in the State of Delaware. You hereby consent to the personal jurisdiction and venue of such courts.

Acceptable Use

  1. Prohibited Activities
    1. Users must not use the platform for any illegal, harmful, or abusive purposes, including but not limited to harassment, hate speech, discrimination, or content that promotes violence or harm.
    2. Users are prohibited from creating, sharing, or engaging with sexually explicit, obscene, or otherwise inappropriate content.
  2. Intellectual Property and Privacy
    1. Users must not create characters or content that infringes on the intellectual property rights of others, including copyrighted material, trademarks, or proprietary information.
    2. Users are prohibited from using the platform to collect, store, or share personal information of others without their explicit consent.
  3. Misuse of AI Features
    1. Users must not engage in spamming, excessive messaging, or attempts to bypass subscription limits, including creating multiple accounts to access free plans.
    2. Users are prohibited from manipulating or exploiting the AI to generate harmful, deceptive, or malicious content.
    3. Unauthorized technical activities, such as automated scraping, reverse engineering, or tampering with the platform, are strictly forbidden.
  4. Safeguards for Minors
    1. Users under the age of 13 must have parental or legal guardian consent to use the platform.
    2. The creation of characters or content that targets or exploits minors in any way is strictly prohibited.
  5. Consequences for Violations
    1. Violations of this Acceptable Use clause may result in account suspension, termination, or other actions deemed necessary by Banooey, LLC.
    2. Banooey, LLC reserves the right to report any illegal activities to law enforcement or relevant authorities.
  6. Monitoring and Enforcement
    1. Banooey, LLC reserves the right to monitor user activity and content to ensure compliance with this Acceptable Use clause.
    2. While Banooey, LLC is not responsible for user-generated content, it will take appropriate action against violations when identified.
  7. Jurisdictional Compliance
    1. This clause is governed by the laws of the State of Delaware and complies with applicable federal regulations, including the Children's Online Privacy Protection Act (COPPA).
  8. User Responsibility
    1. Users are solely responsible for their actions and the content they create or share on the platform.
    2. By using the platform, users agree to comply with this Acceptable Use clause as part of the Terms and Conditions.
  9. Updates and Modifications
    1. Banooey, LLC reserves the right to update or modify this Acceptable Use clause at its discretion to address new risks or changes in the platform.
  10. Clarity and Accessibility
    1. This Acceptable Use clause is made available to users during the account creation process and is accessible on the Banooey, LLC website.

User-Generated Content

  1. Definition of User-Generated Content (UGC)
    1. UGC refers to any content created, submitted, or shared by users on the Banooey platform, including but not limited to character designs, conversations, text, images, and other creative outputs.
  2. Ownership of UGC
    1. Users retain ownership of all UGC they create, submit, or share on the platform.
  3. License Granted to Banooey
    1. By using the platform, users grant Banooey, LLC a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display their UGC.
    2. This license is granted for the purposes of operating, improving, and marketing the platform, as well as for training AI models.
  4. Prohibited Content
    1. Users are prohibited from submitting UGC that:
      • Violates any applicable laws or regulations;
      • Is harmful, offensive, defamatory, or obscene;
      • Infringes on the intellectual property or other rights of any third party.
    2. Banooey reserves the right to remove or modify any UGC that violates these terms at its sole discretion.
  5. Liability for UGC
    1. Users are solely responsible for the content they create, submit, or share on the platform.
    2. Banooey is not liable for the accuracy, legality, or appropriateness of any UGC.
  6. Use of UGC for AI Training and Marketing
    1. UGC may be used to train AI models and improve the platform's services.
    2. UGC may also be used for promotional purposes, including showcasing user-created characters or interactions.
  7. Termination of License
    1. The license granted to Banooey survives the deletion of the user's account or content, allowing continued use of UGC already integrated into the platform's systems.
  8. Compliance with Laws
    1. Users must ensure that their UGC complies with all applicable intellectual property laws and international privacy regulations.
  9. Indemnification
    1. Users agree to indemnify and hold harmless Banooey, LLC from any claims, damages, or liabilities arising from their UGC, including but not limited to claims of copyright infringement or defamation.
  10. User Consent
    1. By using the platform, users agree to the terms outlined in this User-Generated Content clause.

Intellectual Property

  1. Ownership of Platform and Technology
    1. Banooey, LLC retains full ownership of the platform, including but not limited to its software, AI models, algorithms, proprietary technology, and all associated features.
    2. All rights, title, and interest in the platform and its components are exclusively owned by Banooey, LLC.
  2. User-Generated Content
    1. User-generated content refers to any input, customization, or data provided by users to create or interact with AI characters on the platform.
    2. Users retain ownership of their original input, including but not limited to text, images, and other media they upload or provide.
    3. By using the platform, users grant Banooey, LLC a perpetual, royalty-free, worldwide license to use, modify, reproduce, and distribute user-generated content for purposes such as platform improvement, marketing, and other lawful business activities.
  3. AI-Generated Content
    1. All content generated by the platform's AI, including responses, character behaviors, and other outputs, is the exclusive property of Banooey, LLC.
    2. Users are granted a limited, non-exclusive, revocable license to use AI-generated content for personal, non-commercial purposes only.
  4. Restrictions on Use
    1. Users are prohibited from reverse-engineering, copying, decompiling, or attempting to replicate the platform's technology, AI models, or proprietary systems.
    2. Users must not use the platform for any illegal, harmful, or unauthorized purposes, including but not limited to activities that violate applicable laws or the Terms and Conditions.
  5. Licensing Terms
    1. Banooey, LLC grants users a limited, non-transferable, and revocable license to access and use the platform in accordance with the Terms and Conditions.
    2. This license does not confer any ownership rights to users over the platform, its underlying technology, or any associated intellectual property.
  6. Modification and Removal of Content
    1. Banooey, LLC reserves the right to modify, remove, or restrict access to any user-generated or AI-generated content that violates the Terms and Conditions or applicable laws.
  7. Protection of Trademarks and Branding
    1. All trademarks, logos, and branding associated with Banooey, LLC are the exclusive property of the company.
    2. Unauthorized use of Banooey, LLC's trademarks, logos, or branding elements is strictly prohibited.
  8. Indemnification
    1. Users agree to indemnify and hold harmless Banooey, LLC, its affiliates, and its representatives from any claims, damages, or liabilities arising from their misuse of the platform or violation of intellectual property rights.
  9. Jurisdictional Compliance
    1. This clause is governed by and construed in accordance with the intellectual property laws of the State of Delaware and applicable federal regulations.
  10. Termination of Rights
    1. Any licenses granted to users under this clause will terminate immediately upon account closure or violation of the Terms and Conditions.
    2. Upon termination, users must cease all use of the platform and any associated content.

Dispute Resolution by Binding Arbitration

  1. Agreement to Arbitrate
    1. All disputes between users and Banooey, LLC will be resolved through binding arbitration.
    2. This includes claims related to these Terms, the Platform, privacy, data, billing, or any services.
    3. Users waive their right to resolve disputes in court or by jury trial.
    4. The arbitration will be conducted by JAMS under their Streamlined Arbitration Rules.
  2. Prohibition of Class and Representative Actions
    1. Users agree to resolve disputes only on an individual basis.
    2. No class actions, class arbitrations, or representative actions are permitted.
    3. No joining or consolidating claims with other users.
    4. The arbitrator may only resolve individual claims.
  3. Pre-Arbitration Dispute Resolution
    1. Users must first attempt to resolve disputes informally.
    2. Written notice must be sent to Banooey's legal department.
    3. A 30-day cooling-off period is required for good faith negotiations.
    4. If unresolved after 30 days, either party may commence arbitration.
  4. Arbitration Procedures
    1. Arbitration will be conducted in Delaware.
    2. Proceedings can be conducted remotely via video conference.
    3. One neutral arbitrator will be selected.
    4. Limited discovery will be permitted.
    5. The arbitrator must follow applicable law.
    6. The decision will be in writing with explanation.
  5. Costs of Arbitration
    1. Banooey will pay all filing and arbitrator fees for claims under $10,000.
    2. For claims over $10,000, fees will be split according to JAMS rules.
    3. Each party bears their own attorney fees unless law requires otherwise.
    4. The arbitrator may award costs to the prevailing party.
  6. Confidentiality
    1. Arbitration proceedings are confidential.
    2. The outcome may only be disclosed if required by law.
    3. Parties agree not to publicize the dispute or result.
    4. Exception for enforcing the arbitrator's decision.
  7. Severability of Arbitration Provisions
    1. If any part of this arbitration agreement is found invalid, the remaining parts stay in effect.
    2. Exception: if the class action waiver is found invalid, the entire arbitration section is invalid.
  8. Future Changes to Arbitration Agreement
    1. Banooey may modify this arbitration agreement with 30 days notice.
    2. Changes won't apply to disputes filed before the changes.
    3. Users can reject changes by written notice.
    4. Rejection means the prior version remains in effect.

Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement and shall not affect the validity, legality, or enforceability of the remaining provisions. The parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent of the parties.

Waiver

The failure of either party to enforce any provision of this Agreement or to exercise any right or remedy provided under this Agreement shall not constitute a waiver of such provision, right, or remedy. Any waiver must be in writing and signed by the party granting the waiver. A waiver of any specific breach or default shall not constitute a waiver of any subsequent breach or default.

Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral. No amendment, modification, or supplement to this Agreement shall be valid unless made in writing and signed by both parties.

Changes to These Terms

We may update these Terms of Service from time to time to reflect changes in our services or for legal, regulatory, or security reasons. Your continued use of our services after any changes indicates your acceptance of the updated terms.