Welcome, and thank you for your interest in OneLook Inc. (“Lily AI,” “we,” or “us”) and our website at www.lily.ai, along with our related websites (collectively, the “Website”). These Terms of Service are a legally binding contract between you and Lily AI regarding your use of the Website.
NOTE: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION. YOU CAN READ MORE ABOUT THIS IN THE SECTION TITLED “DISPUTE RESOLUTION AND ARBITRATION.”
1.2 PLEASE READ THE FOLLOWING TERMS CAREFULLY.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 1.35, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND LILY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury (see Section 1.33).
1.3 Lily AI Website Overview.
The Website is designed to inform users about Lily AI and its offerings.
You must be at least 18 years old to use the Website. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; and (b) you have not previously been suspended or removed from the Website. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
1.5 Accounts and Registration.
To access some features of the Website, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at [email protected]
1.6 Lily AI Intellectual Property Rights
1.7 Website Restrictions.
Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Website; (b) make modifications to the Website; (c) interfere with or circumvent any feature of the Website, including any security or access control mechanism. If you are prohibited under applicable law from using the Website, you may not use it; or (d) copy, reverse engineer or re-appropriate any part of the Website, including the algorithms and data structures used to provide the Website.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Website (“Feedback”), then you hereby grant Lily AI an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Website and create other products and services.
1.9 Ownership; Proprietary Rights.
The Website is owned and operated by Lily AI. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Website (“Materials”) provided by Lily AI are protected by intellectual property and other laws. All Materials included in the Website are the property of Lily AI or its third party licensors. Except as expressly authorized by Lily AI, you may not make use of the Materials. Lily AI reserves all rights to the Materials not granted expressly in these Terms. You may not (a) modify copies of any Materials, (b) use any Materials without the express written permission of Lily AI, (c) delete or alter any copyright, trademark, or other proprietary rights notices from copies of Materials from the Website. You further agree that you may only use the Website for lawful purposes and in accordance with these Terms. You agree not to use the Website (a) in any way that violates any applicable law, (b) to impersonate or attempt to impersonate Lily AI or a Lily AI employee, or (c) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website or which, as determine by Lily AI, may harm Lily AI or users of the Website or expose them to liability. You may not interfere with security-related features of the Website, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Website except to the extent that the activity is expressly permitted by applicable law. Further, you may not attempt to do any of the acts described in this Section 1.9 or assist or permit any person in engaging in any of the acts described in this Section 1.9.
1.10 Third Party Terms
1.11 Linked Websites.
The Website may contain links to third party websites. Linked websites are not under Lily AI’s control, and Lily AI is not responsible for their content.
1.12 Third Party Software.
The Website may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Website is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.
1.13 Modification of these Terms.
We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Website. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
1.14 Term, Termination and Modification of the Website
These Terms are effective beginning when you accept the Terms or first access or use the Website, and ending when terminated as described in Section 1.17.
If you violate any provision of these Terms, your authorization to access the Website automatically terminates. In addition, Lily AI may, at its sole discretion, terminate these Terms or your account on the Website, or suspend or terminate your access to the Website, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at [email protected]
1.17 Modification of the Website.
Lily AI reserves the right to modify or discontinue the Website at any time (including by limiting or discontinuing certain features of the Website), temporarily or permanently, without notice to you. Lily AI will have no liability for any change to the Website or any suspension or termination of your access to or use of the Website.
To the fullest extent permitted by law, you are responsible for your use of the Website, and you will defend and indemnify Lily AI and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Lily AI Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Website; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
1.19 Disclaimers; No Warranties
THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. LILY AI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Lily AI DOES NOT WARRANT THAT THE WEBSITE OR ANY PORTION OF THE WEBSITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE WEBSITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND LILY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE OR LILY ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE WEBSITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE LILY ENTITIES OR THE WEBSITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE WEBSITE AND YOUR DEALING WITH ANY OTHER WEBSITE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE WEBSITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE WEBSITE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. LILY DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT LILY IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
1.20 Effect of Termination.
Upon termination of these Terms: (a) your rights to use the Website will terminate and you must immediately cease all use of the Website; (b) you will no longer be authorized to access your account or the Website; and (c) Sections 1.6, 1.7, 1.8, 1.9, 1.18, 1.21, 1.23 through 1.30, and 1.32 will survive such termination.
1.21 Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LILY AI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE OR ANY MATERIALS OR CONTENT ON THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY LILY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE LILY ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE WEBSITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 1.22 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
1.22 Dispute Resolution and Arbitration
In the interest of resolving disputes between you and Lily AI in the most expedient and cost-effective manner, and except as described in Section 1.25, you and Lily AI agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LILY AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Despite the provisions of Section 1.24, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and Lily AI will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. 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 Lily AI. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
1.26 Notice of Arbitration.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Lily AI’s address for Notice is: OneLook Inc., 800 West El Camino Real Suite 180, Mountain View, California, 94040. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Lily AI may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Lily AI must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Lily AI in settlement of the dispute prior to the award, Lily AI will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Lily AI for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must 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 14 days of the arbitrator’s ruling on the merits.
1.28 No Class Actions.
YOU AND LILY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Lily AI agree otherwise, 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.
1.29 Modifications to this Arbitration Provision.
If Lily AI makes any future change to this arbitration provision, other than a change to Lily AI’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Lily AI’s address for Notice of Arbitration, in which case your account with Lily AI will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 1.24 is found to be unenforceable or if the entirety of this Dispute Resolution and Arbitration provision is found to be unenforceable, then the entirety of this Dispute Resolution and Arbitration will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 1.33 will govern any action arising out of or related to these Terms.
1.31 General Terms.
1.32 Governing Law.
These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Lily AI submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Website from our offices in California, and we make no representation that Materials included in the Website are appropriate or available for use in other locations.
1.34 Additional Terms.
Your use of the Website is subject to all additional terms, policies, rules, or guidelines applicable to the Website or certain features of the Website that we may post on or link to from the Website (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
1.35 Consent to Electronic Communications.
By using the Website, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
1.36 Contact Information.
The Website is offered by OneLook Inc. (d/b/a Lily AI), located at 800 West El Camino Real, Suite 180, Mountain View, California, 94040, You may contact us by sending correspondence to that address or by emailing us at [email protected] You can access a copy of these Terms by clicking here.
1.37 Notice to California Residents.
1.38 International Use.
The Website is intended for visitors located within the United States. We make no representation that the Website is appropriate or available for use outside of the United States. Access to the Website from countries or territories or by individuals where such access is illegal is prohibited.