Terms of Service

1. Introduction

Welcome to Newbloom AI LLC ("Company," "we," "our," or "us"). These Terms of Service ("Terms") govern your use of our B2B application, Lot Lingo ("Service"), which helps companies prepare auction listings for their websites by uploading images, generating descriptions using AI, and exporting the content to their auction sites.

By accessing or using the Service, you agree to comply with and be bound by these Terms. If you do not agree with these Terms, you may not use the Service.

2. Eligibility

You represent and warrant that you are authorized to enter into this agreement on behalf of your company and that your company is authorized to use the Service. You must be at least 18 years old to use the Service.

3. Account Registration

To use the Service, you must create an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4. Use of the Service

4.1 License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

4.2 Restrictions

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law.
• Reverse engineer, decompile, or disassemble the Service or any software provided as part of the Service.
• Attempt to gain unauthorized access to the Service, other accounts, or computer systems or networks connected to the Service.
• Use the Service in a way that could harm, disable, or impair the Service or interfere with any other party's use of the Service.

4.3 AI-Generated Content

The Service utilizes AI technology to generate descriptions based on the images you upload. You acknowledge and agree that:

• The AI-generated content is provided "as-is" without warranties of any kind, either express or implied.
• You are solely responsible for reviewing and editing the AI-generated content before using it in your auction listings.
• The Company disclaims any responsibility for the accuracy, legality, or completeness of the AI-generated content.

4.4 External Image Links & Copyright Responsibility

The Service allows you to use images via external links, including those sourced from third-party websites. You are solely responsible for ensuring that any linked images do not violate third-party intellectual property rights.

Notice of Copyright Infringement (Safe Harbor): If you believe that your copyrighted material has been used improperly through our Service, please notify us per the Digital Millennium Copyright Act (DMCA). We respond to notices and remove infringing content as required by law.

5. User Content

5.1 Ownership

You retain all rights to the images and other content you upload to the Service ("User Content"). By uploading User Content, you grant us a non-exclusive, worldwide, royalty-free license to use, store, reproduce, and display the User Content solely for the purpose of providing the Service.

5.2 Responsibility

You are solely responsible for the User Content you upload and for ensuring that it does not violate any third-party rights, including intellectual property rights, privacy rights, or any applicable laws.

6. Fees and Payment

6.1 Fees

The use of certain features of the Service may be subject to payment of fees. You agree to pay all applicable fees as described on our website or as otherwise agreed upon.

6.2 Payment

All payments must be made in U.S. dollars unless otherwise specified. You authorize us to charge your designated payment method for all applicable fees.

6.3 Late Payments

If you fail to pay any fees when due, we may suspend or terminate your access to the Service until the outstanding amounts are paid in full.

7. Data Privacy and Security

7.1 Privacy Policy

Your use of the Service is subject to our Privacy Policy, which outlines how we collect, use, and protect your personal data.

7.2 Data Security

We implement reasonable security measures to protect your data, but we cannot guarantee absolute security. You acknowledge and accept the inherent risks of transmitting information over the internet.

8. Intellectual Property

8.1 Ownership

All intellectual property rights in the Service, including software, design, graphics, and content, are owned by the Company or its licensors. Nothing in these Terms grants you any rights to the Service except as expressly provided.

8.2 Trademarks

The Company name, logo, and any other trademarks used in connection with the Service are the property of the Company. You may not use any of these trademarks without our prior written consent.

9. Termination

9.1 Termination by You

You may terminate your account at any time by contacting us. Termination of your account does not relieve you of any payment obligations.

9.2 Termination by Us

We reserve the right to suspend or terminate your access to the Service at any time, with or without notice, if you violate these Terms or if we cease to offer the Service.

9.3 Effect of Termination

Upon termination, your right to access and use the Service will immediately cease. We may delete your account and any associated data after termination, subject to applicable laws.

10. Disclaimers and Limitation of Liability

10.1 Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

10.2 Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to your use of the Service.

11. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or related to your use of the Service or violation of these Terms.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the state of Minnesota, without regard to its conflict of law principles.

12.2 Dispute Resolution

Any disputes arising out of or related to these Terms or the Service shall be resolved through binding arbitration in Owatonna, MN, in accordance with the rules of the American Arbitration Association.

13. Modifications to the Terms

We may modify these Terms from time to time. If we make material changes, we will notify you by email or through the Service. Your continued use of the Service after the changes become effective constitutes your acceptance of the revised Terms.

14. Contact Information

If you have any questions about these Terms, please contact us at support@lotlingo.com.