These Apollo Brokers, Inc DBA Limit (“Limit”, “Us”, “We”) Terms & Conditions govern use of Limit's products and services as accessible under https://ai.limit.com.
These Terms & Conditions are an agreement between Limit and you (“Customer” or “You”) that governs your use of Limit's Services (as defined below). By signing up to use the Services, you agree to be bound by these Terms & Conditions. You represent to us that you are lawfully able to enter into contracts and, if you are entering into these Terms & Conditions for an entity, that you have legal authority to bind that entity. These Terms & Conditions also refer to and incorporate our Privacy Policy and any other guidelines or policies Limit may provide in writing (the “Limit Policies”) and any ordering document signed by you and Limit and the Limit webpage that you use to purchase the Services (an “Order Form”) (collectively, the “Agreement”).
- Services
- Use of Services. Limit grants you a non-exclusive right to access and use the Services during the Term (as defined below). “Services” means any services Limit makes available for purchase or use, along with any of our associated software, tools, developer services, documentation, and websites.
- Responsibilities for Your Account. You must provide accurate and up-to-date account information. You are responsible for all activities that occur under your account, including the activities of any end user (each, an “End User”) who is provisioned with an account under your account (an “End User Account”) or accesses the Services through your Customer Application. You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account or any End User Account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services.
- Restrictions
Limit owns all right, title, and interest in and to the Services. You only receive rights to use the Services as explicitly granted in this Agreement. You will not, and will not permit End Users to:
- use the Services or Customer Content (as defined below) in a manner that violates any applicable laws or Limit Policies;
- use the Services or Customer Content in a manner that infringes, misappropriates, or otherwise violates any third party's rights;
- send us any personal information of children under 13 or the applicable age of digital consent or allow any minor to use our Services without consent from their parent or guardian;
- reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law);
- use Output (as defined below) to develop any artificial intelligence models or software systems that compete with our products and services.
- Content
- Customer Content. You and End Users may provide input to the Services (“Input”), and receive output from the Services (“Output”). Limit calls Input and Output together “Customer Content.” Any question that you ask of the Limit platform is considered your Input. As between you and Limit, and to the extent permitted by law, you retain all ownership rights that you hold in any Input. We retain all our right, title, and interest in and to Output, but grant you a worldwide, perpetual, royalty-free, and non-revocable license to use such Output, subject to the restrictions in Section 2.
- Our Obligations for Customer Content. Limit will use Customer Content only as permitted by this Agreement or necessary to provide our Services, comply with applicable law, enforce Limit Policies, and keep our Services safe. Limit will not train its models on Input that you own.
- Your Obligations for Customer Content. You are responsible for all Input and represent and warrant that you have all rights, licenses, and permissions required to provide Input to the Services and grant Limit permission to use the Input in order to perform its Services. You are solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness for your use case, including by utilizing the review of qualified humans as appropriate.
- Similarity of Output. You acknowledge that due to the nature of our Services and artificial intelligence generally, Output may not be unique and other users may receive similar content from our services.
- Feedback. Limit's Services provide interfaces for you to rate and write comments on the Services (“Feedback”), including via a “thumbs-down” button. If you provide Feedback on Output, you grant Limit a non-exclusive, worldwide, perpetual, irrevocable, royalty-free and fully-paid up license to use the Feedback including, without limitation, for the testing, development, and improvement of the Services. You grant Limit permission to review the corresponding Customer Content to address Feedback and improve the Services.
- Confidentiality
- Use and Nondisclosure. “Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Customer Content. Recipient agrees it will: (a) only use Discloser's Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement to perform the Services.
- Exceptions. The obligations in Section 4.1 do not apply to any information that (a) is or becomes generally available to the public through no fault of Recipient, (b) was in Recipient's possession or known by it prior to receipt from Discloser, (c) was rightfully disclosed to Recipient without restriction by a third party, or (d) was independently developed without use of Discloser's Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, vendors and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. Recipient will be responsible for any breach of this Section 4 by its employees, contractors, vendors and agents. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.
- Security
- Our Security Program. Limit will maintain an information security program (including the adoption and enforcement of internal policies and procedures) designed to (a) protect the Services and Customer Content against accidental or unlawful loss, access, or disclosure, (b) identify reasonably foreseeable and internal risks to security and unauthorized access, and (c) minimize security risks, including through regular risk assessments and testing.
- Our Security Obligations. As part of our information security program, Limit will: (a) implement and enforce policies related to electronic, network, and physical monitoring and data storage, transfer, and access; (b) deploy production infrastructure behind VPNs where possible; (c) require multi-factor authentication for employees; (d) configure network security, firewalls, accounts, and resources for least-privilege access; (e) maintain a logging and incident response process; (f) maintain corrective action plans to respond to potential security threats; and (g) conduct periodic reviews of our security and the adequacy of our information security program as aligned to industry best practices and our own policies and procedures.
- Privacy
- Personal Data. If you use the Services to process personal data, you must (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services, and (b) process personal data in accordance with applicable law.
- HIPAA. You agree not to use the Services to create, receive, maintain, transmit, or otherwise process any information that includes or constitutes “Protected Health Information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103).
- Payments; Taxes
- Fees and Billing. You agree to pay all fees charged to your account (“Fees”) according to the prices and terms on the Pricing Page, or as otherwise stated in an Order Form. Price changes on the Pricing Page will be effective immediately for all price decreases or changes made for legal reasons. All other price changes will be effective 14 days after they are posted. Limit has the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment. You authorize us and our third-party payment processor(s) to charge the payment method provided on your account on an agreed-upon periodic basis, but Limit may reasonably change the date on which the charge is posted. Fees are payable in U.S. dollars and are due upon invoice issuance, unless otherwise agreed in an Order Form. Payments are nonrefundable except as provided in this Agreement.
- Service Credits. You may need to prepay for Services through the purchase of credits (“Service Credits”) or Limit may provide you with promotional Service Credits from time-to-time. All Service Credits are subject to our Service Credit Terms.
- Taxes. Fees are exclusive of taxes, which Limit will charge as required by applicable law in connection with the Services. Limit will use the name and address in your account as the place of supply for tax purposes.
- Disputes and Late Payments. To dispute an invoice, you must contact payments@limit.com within thirty (30) days of issuance. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month, and Limit may suspend the Services immediately after providing written notice of late payment.
- Term; Termination
- Term. The term of this Agreement will commence upon the earlier of your online acceptance of these Terms & Conditions, the Effective Date of an Order Form, or the date you first use the Services, and will remain in effect until terminated pursuant to this Section 8 (“Term”). If you purchase a subscription to the Services, the subscription term will automatically renew for successive periods unless either of us gives the other notice of its intent not to renew. That notice must be given at least thirty days before the start of the next renewal period.
- Termination. Unless you purchase Services for a committed duration, you may terminate this Agreement at any time by deleting your account. Both you and Limit may terminate this Agreement upon written notice (a) if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings. Limit may suspend your or any End User's access to the Services or terminate this Agreement or any Order Form: (i) if required to do so by law; (ii) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; or (iii) for repeated or material violations of the Limit Policies. Limit will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination.
- Effect of Termination. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers.
- Warranties; Disclaimer
- Warranties. Limit warrants that, during the Term, when used in accordance with this Agreement, the Services will conform in all material respects with the documentation Limit provides to you or otherwise makes publicly available.
- Disclaimer. Except for the warranties in this Section 9, the Services are provided “as is” and Limit and our affiliates and licensors hereby disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title, noninfringement, or quiet enjoyment, and any warranties arising out of course of dealing or trade usage. Despite anything to the contrary, Limit makes no representations or warranties (a) that use of the Services will be uninterrupted, error free, or secure, (b) that defects will be corrected, (c) that Customer Content will be accurate, or (d) with respect to Third Party Offerings.
- Not a licensed insurance broker. You understand that Services constitute software, specifically an AI-Assisted Support Tool, and are designed to provide supplementary support and assistance to licensed insurance professionals. The Services do not constitute a licensed insurance broker or a substitute for professional judgment. The Outputs of Services may be erroneous or incomplete. It is essential to understand that Limit does not guarantee the accuracy of the information provided by the Services. The Services do not have the ability to interpret or respond to nuanced insurance situations or regulatory changes in the manner a human insurance broker would. The Services are not licensed to conduct insurance business in any geography. IT IS THE SOLE RESPONSIBILITY OF YOU TO REVIEW, VALIDATE AND VERIFY ALL INFORMATION AND OUTPUTS GENERATED BY THIS TOOL BEFORE USE. IT IS YOUR RESPONSIBILITY TO CONSULT A LICENSED INSURANCE PROFESSIONAL BEFORE USING ANY OUTPUTS FOR ANY PURPOSE. Any Outputs should be treated with the same scrutiny and due diligence as information from any other internet resource. Use of the Services does not imply endorsement of any suggested actions or communications. You remain fully responsible for compliance with any and all applicable laws and regulations, and for any professional decisions you make.
- Limit uses third parties to provide its Services, including but not limited to the use of OpenAI for providing Large Language Model (“LLM”) technologies. By utilizing the Services, Customer Content may be transmitted to such third parties, to perform the Services. This data transmission is essential for Services to function and may include various types of information necessary to facilitate your use of Services. By using the Services, you acknowledge and consent to the transmission of your data to such third parties.
As of April 28 2024, OpenAI has published the following in its Terms of Use, which Limit has entered into contractually with OpenAI:
“3.1 Customer Content. You and End Users may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). We call Input and Output together “Customer Content.” As between you and OpenAI, and to the extent permitted by applicable law, you (a) retain all ownership rights in Input and (b) own all Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.”
- Indemnification
You agree to defend, indemnify and hold harmless Limit, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, your Customer Content, any use of the Services' content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Services.
- Limitation of Liability
NEITHER LIMIT NOR ANY OF OUR AFFILIATES OR LICENSORS SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- Trade Controls
You must comply with all applicable trade laws, including sanctions and export control laws. Limit's Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Limit's Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.
- Dispute Resolution
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
- MANDATORY ARBITRATION. You and Limit agree to resolve any claims arising out of or relating to this Agreement or our Services, regardless of when the claim arose, even if it was before this Agreement existed (a “Dispute”), through final and binding arbitration.
- Informal Dispute Resolution. Limit would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, you and Limit both agree to try to resolve the Dispute informally. You agree to do so by sending us notice to the email address listed in these Terms & Conditions. Limit will do so by sending you notice to the email address associated with your account. If You and Limit are unable to resolve a Dispute within 60 days, either You or Limit has the right to initiate arbitration. You and Limit also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.
- Rules. Any controversy, dispute or claim between the Parties shall be resolved by arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) at the request of either Party. The arbitrator panel shall apply state substantive Law and federal substantive law where state law is preempted. The Federal Arbitration Act, 9 U.S.C. § 1-16, shall apply to any appeal, confirmation or vacation of any award issued by the Panel. Each Party shall be liable for its own and costs expenses, including the cost of its arbiter. The Parties shall even share in the cost of the umpire.
- Procedure. Each Party shall appoint an arbitrator within thirty (30) days of the date on which a Party makes a written demand for arbitration, and the two named shall select an umpire. If either Party refuses or neglects to appoint an arbitrator within the time specified, the other Party may appoint the second arbitrator. If the two arbitrators fail to agree on an umpire within thirty (30) days of their appointment each of them shall name three (3) individuals, of whom the other shall decline two (2), and the choice shall then be made by drawing lots. Each Party shall submit its case to the arbitrators within thirty (30) days of the appointment of the umpire or within such period as may be agreed by the arbitrators. The situs of the Panel shall take place in New York, New York unless otherwise agreed by the Parties. The written decision of a majority of the Panel shall be made as soon as practicable but within sixty (60) days following termination of the hearings unless the Parties mutually consent to an extension. Such majority decision of the Panel shall be final and binding on the Parties both as to law and fact and may not be appealed to any court of any jurisdiction.
- Exceptions. Nothing in this Agreement requires arbitration of the following claims: (a) individual claims brought in small claims court; and (b) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.
- NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a Dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
- Severability. If any part of this Section 13 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 13 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of that claim from the arbitrator.
- Modifications to these Terms & Conditions
- Updates. Limit may update these Terms & Conditions or any Limit Policies by providing you with reasonable notice, including by posting the update on our website. If, in Limit's sole judgment, an update materially impacts your rights or obligations, Limit will provide at least 30 days' notice before the update goes into effect, unless the update is necessary for us to comply with applicable law, in which case Limit will provide you with as much notice as reasonably possible. Any other updates will be effective on the date Limit posts the updated Terms & Conditions or Limit Policies. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services or terminate this Agreement under Section 8.2 (Termination).
- Exceptions to Updates. Except for an update to comply with applicable law, updates to these Terms & Conditions or the Limit Policies will not apply to: (a) Disputes between you and Limit arising prior to the update; or (b) Order Forms signed by you and Limit (as opposed to an automated ordering page) prior to us notifying you of the update. However, to the extent an update relates to a Service or feature launched after an Order Form is signed it will be effective upon your first use of such Service.
- Miscellaneous
- Headings. Headings in these Terms & Conditions are inserted solely for convenience and are not intended to affect the meaning or interpretation of these Business Terms.
- Publicity. You may use our name and marks to describe your use of the Services solely in accordance with our Brand guidelines.
- U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
- Entire Agreement. This Agreement is the entire agreement between you and Limit with respect to this subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, whether written or oral. You agree that any terms and conditions contained within any purchase order you send to us will not apply to this Agreement and are null and void.
- Relationship of the Parties. For all purposes under this Agreement, you and Limit will be and act as an independent contractor and will not bind nor attempt to bind the other to any contract.
- No Third Party Beneficiaries. There are no intended third party beneficiaries to this Agreement, and it is your and Limit specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.
- Force Majeure. Except for payment obligations, neither you nor Limit will have any liability for failures or delays resulting from conditions beyond your or Limit reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.
- Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except to an Affiliate in connection with a merger, acquisition, or sale of all or substantially all of its business and/or assets. Any assignment in violation of this Section shall be void. Subject to the foregoing, all rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns.
- Notices. All notices will be in writing. Limit may provide you notice using the registration information or the email address associated with your account. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Limit accepts service of process at this address:
Apollo Brokers Inc DBA Limit,
440 N Barranca Ave,
#1568
Covina, CA 91723
ATTN: Yoav Shaked, COO (yoav@limit.com).
- Severability. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.
- Jurisdiction, Venue, and Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of New York.