Terms of Service

Effective on: 2025-01-01

Sherpa (sherpagtm.com) provides an Artificial Intelligence (AI) and Machine Learning (ML) platform and related services (collectively, the “Services”).

These Terms of Service (“Terms”) govern your access to and use of our Services. Please read these Terms carefully before using our Services. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use our Services.

1. Acceptance of Terms

By creating an account, accessing, or using the Services provided by Sherpa, you affirm that you are of legal age to enter into this agreement, or, if you are not, that you have obtained parental or guardian consent to enter into this agreement. You also affirm that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and in such event, “you” and “your” will refer to that organization.

2. Description of Service

Sherpa is an AI/ML platform that provides users with tools, resources, models, and computational infrastructure to develop, train, deploy, and manage machine learning models and AI applications (the “Services”). The specific features and functionalities of the Services may evolve over time.

3. User Accounts and Responsibilities

• Account Creation: To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
• Account Security: You are responsible for safeguarding your account password and for any activities or actions under your account, whether or not you have authorized such activities or actions. You agree to notify Sherpa immediately of any unauthorized use of your account.
• Acceptable Use: You agree not to use the Services for any unlawful purpose or in any way that infringes the rights of others, including but not limited to:
  • Violating any applicable local, state, national, or international law.
  • Transmitting any material that is abusive, harassing, defamatory, obscene, fraudulent, or invasive of another’s privacy.
  • Infringing upon or violating our intellectual property rights or the intellectual property rights of others.
  • Distributing viruses, malware, or any other harmful or disruptive software.
  • Attempting to gain unauthorized access to the Services, other user accounts, or our computer systems or networks.
  • Using the Services to develop, train, or test any AI/ML models that are designed or intended to engage in, promote, or support harmful activities.
  • Reverse-engineering, decompiling, disassembling, or otherwise attempting to discover the source code or underlying ideas or algorithms of the Services, except to the extent that applicable law expressly prohibits such a restriction.

4. User Content and Data (Inputs)

• Your Content: You retain ownership of any data, information, code, or other materials you upload, submit, or otherwise make available to the Services (“User Content”).
• License to Us: By providing User Content to the Services, you grant Sherpa a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content solely in connection with providing and improving the Services. This license includes the right for Sherpa to use User Content to train and improve its AI/ML models, provided that such use will be on an aggregated and anonymized basis where technically feasible and appropriate to protect your confidentiality.
• Responsibility for User Content: You are solely responsible for your User Content and the consequences of posting, publishing, or sharing it. You represent and warrant that you have all necessary rights, licenses, consents, and permissions to grant the foregoing license to us and that your User Content does not and will not infringe or violate any third-party rights.

5. Use of AI/ML Models and Generated Output

• Generated Output: The Services may allow you to generate outputs based on your User Content or other inputs using our AI/ML models (“Generated Output”).
• Ownership of Generated Output: Subject to your compliance with these Terms, and to the extent permitted by law, you will own the Generated Output that you create using the Services. However, due to the nature of machine learning, outputs may not be unique across users, and the Services may generate the same or similar output for Sherpa or a third party.
• Responsibility for Use of Output: You are solely responsible for your use of any Generated Output. AI and ML are rapidly evolving fields. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Generated Output that does not accurately reflect real people, places, or facts. You must evaluate the accuracy and appropriateness of any Generated Output for your specific use case, including by undertaking human review of the Generated Output as appropriate.
• No Guarantees: We make no guarantees as to the accuracy, completeness, reliability, or suitability of any Generated Output.

6. Intellectual Property Rights

• Our Intellectual Property: All rights, title, and interest in and to the Services, including the platform, website, our AI/ML models (unless explicitly stated otherwise), software, documentation, and all intellectual property rights therein (collectively, “Sherpa IP”), are and will remain the exclusive property of Sherpa and its licensors.
• Feedback: If you provide us with any feedback, suggestions, or ideas regarding the Services (“Feedback”), you hereby grant Sherpa 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 Services and create other products and services.

7. Prohibited Uses of AI/ML Capabilities

In addition to the general acceptable use provisions, you specifically agree not to use the AI/ML capabilities of the Services:

• To generate or disseminate information that is intentionally false, misleading, or deceptive (disinformation or misinformation).
• To create or promote hate speech, discriminatory content, or content that incites violence or harassment.
• For any activity that infringes privacy rights, such as unauthorized facial recognition or biometric processing for surveillance.
• To generate malicious code.
• In any way that could lead to physical harm or significant societal harm.
• To impersonate any person or entity without their explicit consent.
• For clinical or medical diagnostic purposes, or to provide medical advice, without appropriate regulatory approvals and oversight by qualified professionals.
• In high-risk decision-making processes without human oversight and validation, especially where such decisions could have legal or material effects on individuals.

Sherpa reserves the right to investigate and suspend or terminate your access if you violate these provisions.

8. Fees and Payment (If Applicable)

• Subscription Fees: Certain aspects of the Services may be subject to fees. If you subscribe to such Services, you agree to pay all applicable fees as described on our website or in a separate agreement.
• Payment Terms: All fees are payable in accordance with the payment terms in effect at the time the fee becomes payable. We may use a third-party payment processor to bill you through a payment account linked to your account.
• Changes in Fees: We reserve the right to change our fees at any time. We will provide you with reasonable prior notice of any change in fees.

9. Term and Termination

• Term: These Terms will remain in full force and effect while you use the Services.
• Termination by You: You may terminate your account and these Terms at any time by ceasing to use the Services and notifying us.
• Termination by Sherpa: We may suspend or terminate your access to the Services, at our sole discretion, at any time and without notice to you, for any reason, including but not limited to your breach of these Terms.
• Effect of Termination: Upon termination, all licenses and rights granted to you in these Terms will immediately cease. Sections that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

10. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

SHERPA MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT, INCLUDING GENERATED OUTPUT, OBTAINED THROUGH THE SERVICES. YOU ACKNOWLEDGE THAT THE OUTPUTS FROM AI/ML MODELS CAN BE UNPREDICTABLE, INACCURATE, OR INCOMPLETE, AND YOU AGREE TO USE THE SERVICES AND ANY GENERATED OUTPUT AT YOUR OWN RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHERPA OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHERPA, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT, INCLUDING GENERATED OUTPUT, OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHERPA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO SHERPA FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100.00), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SHERPA, AS APPLICABLE.

12. Indemnification

You agree to defend, indemnify, and hold harmless Sherpa and its affiliates, officers, agents, employees, and licensors from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services, (ii) your User Content, (iii) your use of Generated Output, or (iv) your violation of these Terms.

13. Privacy Policy

Our collection and use of personal information in connection with your access to and use of the Services is described in our Privacy Policy, which is incorporated by reference into these Terms. Please review our Privacy Policy at [Link to Your Privacy Policy].

14. Modifications to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least [e.g., 30] days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of [Your State of Incorporation/Operation, e.g., Delaware], without regard to its conflict of law provisions.

Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in [Your City, State, e.g., San Francisco, California], using the English language in accordance with the Arbitration Rules and Procedures of [Arbitration Association, e.g., JAMS] then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.

16. General Terms

• Entire Agreement: These Terms, together with our Privacy Policy and any other legal notices published by us on the Services, constitute the entire agreement between you and Sherpa concerning the Services.
• Severability: If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
• No Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Sherpa’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
• Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Sherpa without restriction.
• Notices: Any notices or other communications provided by Sherpa under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

17. Contact Information

If you have any questions about these Terms, please contact us at: [email protected]