Effective Date: September 1, 2026
Welcome to the online service of PosterChild, Inc. (“PosterChild,” “we,” “our,” or “us”). These terms of service (these “Terms”) explain the terms by which Users (defined below) may use our online and mobile services, website (including https://posterchild.ai), and software provided on or in connection with the platform (collectively, the “Services”). By accessing or using the Services, by clicking a button or checking a box marked “I Agree” (or something similar), or by signing an order form with PosterChild (a “Service Order”) specific to you or your organization, you signify that you have read, understood, and agree to be bound by these Terms and the Service Order (if applicable), which is incorporated by reference (collectively, the “Agreement”), whether or not you are a registered user of our Services. PosterChild reserves the right to modify these Terms and will provide notice of material changes as described below. These Terms apply to all visitors and users of the Services, including Authorized Users of a Customer who signs up through our website or platform or signs a Service Order with us, and to all others who access the Services (collectively, “Users”).
Please read these Terms carefully to ensure that you understand each provision. These Terms contain a mandatory individual arbitration provision and a jury-trial waiver (see “Governing Law, Arbitration, and Class Action / Jury Trial Waiver” below) that require the use of final and binding arbitration to resolve disputes between Customer and us, including any claims that arose or were asserted before you agreed to these Terms. To the fullest extent permitted by applicable law, you expressly waive your right to seek relief in a court of law and to have a jury trial on your claims, as well as your right to participate as a plaintiff or class member in any class, collective, private attorney general, or representative action or proceeding.
If you subscribe to, access, or use the Services, create an organization, invite users to that organization, or use or allow use of that organization after being notified of a change to these Terms, you acknowledge your understanding of the then-current Agreement and agree to it on behalf of Customer. Please make sure you have the necessary authority to enter into the Agreement on behalf of Customer before proceeding.
PosterChild is a web-based software platform for nonprofit and community-serving organizations. The platform lets an organization submit information about its programs, events, and community impact, and uses artificial intelligence to turn that information into finished communications content, including social media posts, image carousels, articles, and web pages. The platform also includes a grant-discovery tool that surfaces third-party funding opportunities matched to the organization’s profile. Access is offered on a subscription basis to organizations and their authorized users.
This is a contract between you and PosterChild. You must read and agree to these Terms before using the Services. If you do not agree, you may not use the Services. You may use the Services only if you can form a legally binding contract with us, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations (“Applicable Law”). Any access to or use of the Services by anyone under the age of 18 is strictly prohibited and in violation of these Terms.
“Customer” or “you” is either you, if you are an individual entering into the Agreement on your own behalf, or the organization you represent in agreeing to the Agreement. If your organization is being set up by someone who is not formally affiliated with a business entity or other organization, Customer is the individual creating the organization. If you signed up using your corporate email domain or otherwise on behalf of a business entity or other organization, that entity or organization is the Customer. By signing up on behalf of your entity or organization, you represent and warrant that you have all right, power, and authority to bind it to the Agreement.
Individuals authorized by Customer to access the Services (each, an “Authorized User”), or Customer, may provide content — including images, comments, questions, information, documents, spreadsheets, and any other content submitted, posted, or otherwise made available through the Services (“Customer Content”) — and Customer has the sole right and responsibility for managing its use. Customer is solely responsible for all acts and omissions of its Authorized Users in relation to the Services and the Agreement.
Customer will (i) inform Authorized Users of all Customer policies and practices relevant to their use of the Services and of any settings that may affect the processing of Customer Content; and (ii) obtain all rights, permissions, and consents from Authorized Users and other Customer personnel necessary to grant the rights and licenses in the Agreement and for the lawful use and transmission of Customer Content and the operation of the Services.
Your User Account. Your account on the Services (your “User Account”) gives you access to certain services and functionalities that we may, in our sole discretion, establish and maintain as part of the Services from time to time. You acknowledge that you do not own your User Account, nor do you possess any rights to data stored by or on behalf of PosterChild on the servers running the Services. We may maintain different types of User Accounts for different types of Users.
Connecting Via Third-Party Services. By connecting to the Services via a third-party service, you give us permission to access and use your information from that service, as permitted by that service, and to store your login credentials and/or access tokens for that service.
Account Security. You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep it up to date. You are solely responsible for the activity that occurs on your User Account, you will keep your password(s) and other authentication credentials secure, and you will not share them. We encourage strong passwords. Any Authorized User with administrator-level access to Customer’s account can modify User Account settings, access, and billing information, and we will not be liable for losses caused by unauthorized use of a User Account or by changes made by an administrator-level Authorized User. You will notify us immediately of any breach of security or unauthorized use of your User Account.
Account Settings. You may control certain aspects of your User Account and profile in your settings page. By providing your email address, you consent to our using it to send Service-related notices, including any notices required by Applicable Law, in lieu of postal mail. We may also use it to send other messages, including marketing and advertising messages such as feature announcements and special offers (“Marketing Emails”). To opt out of Marketing Emails, use the unsubscribe link in a Marketing Email or contact admin@posterchild.ai. Opting out will not prevent Service-related notices.
Changes, Suspension, and Termination. You may deactivate your User Account at any time. We may, with or without prior notice, change the Services, stop providing the Services or features, or create usage limits. We may, with or without prior notice, suspend or terminate your access to your User Account and/or the Services, with or without cause, including if we determine you violate these Terms. Upon termination, you continue to be bound by these Terms.
Your Interactions with Other Users. You are solely responsible for your interactions, including sharing of information, with other Users. We reserve the right, but have no obligation, to monitor disputes between Users, and we disclaim liability arising from your interactions with other Users and for any User’s action or inaction.
Occasionally we look for beta testers to help us test new features, which may be identified as “beta,” “pre-release,” or similar. Beta Products are made available on an “as is” and “as available” basis and, to the extent permitted by Applicable Law, without the warranties or contractual commitments we make for other Services.
Customer and its Authorized Users may submit comments or ideas about the Services, including how to improve them (“Feedback”). By submitting Feedback, Customer agrees that its disclosure is gratuitous, unsolicited, and without restriction, will not place us under any obligation, and Customer assigns to us all right, title, and interest in and to the Feedback without additional compensation. We do not waive any rights to use similar or related ideas previously known to us, developed by our personnel, or obtained from other sources.
6.1 Our License to Customer; Ownership of the Services
Beginning on the date you start using the Services (or the start date in your Service Order) and continuing for the remainder of the term, PosterChild will make the Services available in accordance with the applicable Documentation, if any. We own and will continue to own the Services, the templates and related outputs included in the Services, and the Documentation, including all related intellectual property and proprietary rights (“PosterChild IP”). Customer acknowledges that we may collect data relating to Customer’s and its Authorized Users’ use of the Services — including user activity, device information, performance data, transactional data, geolocation data, log-file data, and usage statistics — which we own and use to operate, secure, analyze, improve, and develop the Services.
We may, from time to time, make available certain third-party products and services, including open-source software (“Third-Party Products”), for use in connection with the Services. Third-Party Products may be made available under separate or additional terms, which we will make available to you as necessary.
During the Term, we grant Customer a non-exclusive, non-transferable license to access and use, and to permit Authorized Users to access and use, the Services in accordance with the Agreement for Customer’s own internal business purposes. To the extent we make downloadable software components available as part of the Services, we grant Customer and its Authorized Users a non-sublicensable, non-transferable, non-exclusive, limited license to use the object-code version of those components solely as necessary to use the Services, including minor updates and bug fixes during the Term. To the extent we make product documentation available (the “Documentation”), we grant Customer and its Authorized Users a non-sublicensable, non-transferable, non-exclusive, limited license to use it to support their use of the Services. All rights not expressly granted are reserved.
6.2 Customer’s Licenses to Us
Ownership of Customer Content. As between us on the one hand, and Customer and its Authorized Users on the other, Customer owns all Customer Content.
License to Customer Content. Customer grants us a non-exclusive, worldwide, royalty-free license to access, use, host, store, reproduce, modify, translate, process, copy, and display Customer Content, and to sublicense these rights to our service providers (such as hosting and AI providers) solely as needed to provide the Services to Customer, in each case: (i) to provide, maintain, secure, and support the Services for Customer and to generate Output at Customer’s direction; (ii) to prevent or address service, security, support, or technical issues; (iii) as required by law; and (iv) as expressly permitted in writing by Customer. This license terminates when the applicable Customer Content is deleted from our production systems, except for residual backup copies pending deletion. Customer represents and warrants that it has secured all rights, consents, and authorizations from its Authorized Users and any third parties necessary to grant this license and for the lawful use of Customer Content.
Aggregated and De-identified Data. We may create and use aggregated or de-identified data derived from Customer Content — which cannot reasonably be used to identify Customer, any Authorized User, or any individual — to operate, secure, analyze, improve, and develop the Services. We do not attempt to re-identify this data, we do not sell it, and we do not share it with third parties for their own marketing or advertising purposes.
Responsibilities for Customer Content. To the extent permitted by Applicable Law, we take no responsibility and assume no liability for any Customer Content that Customer, an Authorized User, or a third party submits through the Services. As between Customer and us, Customer is fully responsible for Customer Content and the consequences of making it available, and acknowledges that we act only as a passive conduit for its distribution.
Use of the Services. Customer must comply with the Agreement and ensure that its Authorized Users comply. We may review conduct for compliance but have no obligation to do so. If we believe there is a violation that Customer can remedy by removing certain Customer Content, we will, in most cases, ask Customer to take direct action; however, to the extent legally permissible, we reserve the right to take further appropriate action if Customer does not, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or third parties.
6.3 Acceptable Use
Technical Restrictions. You agree not to: (i) disassemble, reverse engineer, decode, or decompile any part of the Services; (ii) copy, distribute, or disclose any part of the Services in any medium, including by automated “scraping”; (iii) use any automated system (e.g., robots, spiders, offline readers) to send more requests to our servers than a human could reasonably produce using a conventional browser; (iv) transmit spam, chain letters, or other unsolicited email; (v) attempt to interfere with, compromise, or decipher any transmissions to or from the servers running the Services; (vi) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; (vii) upload invalid data, viruses, worms, or other harmful software; (viii) collect or harvest personally identifiable information from the Services; (ix) use the Services for any commercial solicitation purposes; (x) impersonate another person or misrepresent your affiliation, or conduct fraud; (xi) interfere with the proper working of the Services; (xii) use the Services to build or benchmark a competing product; (xiii) access the Services other than through interfaces we provide; (xiv) imply a relationship or endorsement with us without our prior written consent; or (xv) bypass measures we use to restrict access to the Services.
Customer Content Restrictions. You are solely responsible for the Customer Content you submit. You agree not to submit any Customer Content that: (i) may create a risk of harm, loss, or injury to any person or animal; (ii) may create a risk of loss or damage to any person or property; (iii) seeks to harm or exploit children; (iv) may constitute or contribute to a crime or tort; (v) is unlawful, harmful, abusive, defamatory, infringing, invasive of privacy or publicity rights, harassing, obscene, or otherwise objectionable; (vi) is illegal (including disclosure of insider information or trade secrets); (vii) you do not have a right to make available; (viii) you know is not correct and current; or (ix) violates any applicable policy. You agree that your Customer Content will not violate third-party rights of any kind. To the extent legally permissible, we reserve the right, but are not obligated, to reject or remove any Customer Content we believe violates these provisions.
Except as expressly agreed in a Service Order or a Data Processing Addendum (and, for protected health information, a Business Associate Agreement), Customer will not submit Customer Content that includes highly sensitive or specially regulated data — such as a Social Security number, passport or driver’s-license number, financial account or payment-card number, or data subject to the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the HITECH Act, the Family Educational Rights and Privacy Act (FERPA), the Children’s Online Privacy Protection Act (COPPA), or the GDPR. Where the parties agree in writing to process such data, that processing is governed by the applicable addendum. We make no representation that the Services are adequate to satisfy legal or compliance requirements that may apply to Customer Content except as expressly set out in such an addendum.
6.4 Output
Subject to your compliance with these Terms, as between us and you, you own the output you create through your use of the Services, excluding PosterChild IP (“Output”). Customer grants us a non-exclusive, worldwide, royalty-free license to host, store, reproduce, and display Output solely as needed to provide, secure, and support the Services for Customer. We will not sell Output or use it for advertising, and we will not publish Output or Customer’s name in our marketing without Customer’s consent. You represent and warrant that (i) you will not represent that Output was human-generated or use the Output to train your own machine-learning models, and (ii) you will use the Output only in accordance with Applicable Law.
DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT MAY NOT BE UNIQUE ACROSS USERS, AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF THE SERVICES MAY RESULT IN OUTPUT THAT IS INCORRECT OR DOES NOT ACCURATELY REFLECT REALITY. YOU MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY USING HUMAN REVIEW. YOU UNDERSTAND AND AGREE THAT OUTPUT MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND THAT WE ARE NOT LIABLE FOR ANY DAMAGES ARISING FROM OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED THROUGH THE SERVICES.
6.5 Grant Discovery
The grant-discovery feature surfaces third-party funding opportunities for informational purposes only. We do not guarantee the accuracy, completeness, availability, eligibility, or suitability of any opportunity, do not endorse any funder, and do not guarantee that Customer will receive funding. Customer is responsible for independently verifying all requirements and for any application to, or dealings with, third-party funders.
Billing Policies; Taxes. While aspects of the Services may be provided for free, other aspects may be provided for a fee (“Fee”). By using non-free aspects of the Services, including enrolling in a plan via a Service Order, you agree to the pricing and payment terms applicable to you as described in your User Account (the “Pricing and Payment Terms”) or in the Service Order. We may add, amend, or discontinue Fees or offerings at any time; provided that an agreed Fee for an agreed Subscription Term will remain in force for that term unless the Service Order provides otherwise. Except as expressly stated, all Fees are payable in advance, are non-cancelable once incurred (subject to any cancellation rights in these Terms), and are non-refundable. Fees are exclusive of taxes, and you are responsible for all applicable taxes (excluding taxes on our net income).
Your Payment Method. To use non-free aspects of the Services, you must provide at least one valid payment card accepted by us and our third-party payment processor (the “Payment Processor”). By providing a payment method, you authorize us and the Payment Processor to charge it the applicable Fees and taxes, including on a recurring basis until you cancel. Your use of the Payment Processor is subject to its terms and privacy notice. We do not view or store your full payment-card information; the Payment Processor collects your payment details and charges your chosen method. You will keep your account, order, and payment information accurate and up to date. You represent and warrant that your payment information is true and accurate, that you are authorized to use the payment method, and that you will pay all charges incurred. We disclaim liability for security or privacy breaches related to your payment method, bank fees, and any unauthorized use of your payment method by a third party.
Subscription Plans; Automatic Renewals. Subscriptions are offered on an automatically renewing basis and entail recurring Fees (the “Subscription Fee”) for each recurring period (each, a “Subscription Term”). You expressly acknowledge and agree that we and the Payment Processor are authorized to charge you the Subscription Fee, applicable taxes, and other charges at the beginning of each Subscription Term, and that your subscription continues until the earlier of your cancellation or the suspension or termination of the Services in accordance with these Terms. Billed amounts may vary due to Fee or tax changes, and you authorize charges to your payment method accordingly.
Cancellation; Refunds. To cancel a subscription, you must notify us at least three (3) days before the start of the next Subscription Term using the Service’s functionality or by contacting us at team@posterchild.ai. You will retain access through the end of the then-current Subscription Term. Unless and until you cancel, your subscription and the corresponding Fee will automatically renew, and you authorize us and the Payment Processor to charge the applicable Fee and taxes. You may deactivate your User Account or any subscription at any time; however, unless otherwise stated here or required by Applicable Law, you will not be entitled to any refund or credit for a cancellation, suspension, or termination, or for unused time, pre-payments, or fees. If you believe you have been improperly charged, contact us at admin@posterchild.ai.
Free Trials. We may, in our sole discretion, offer free trials, subject to the terms of the offer. If you sign up for a free trial, we or the Payment Processor will bill your payment method on the day after the trial ends and on the first day of each subsequent term unless you cancel before the end of the trial period (11:59 PM Pacific Time on the last day). If you cancel during a trial, access may end immediately.
Agreement Term. A paid subscription has a Subscription Term that may expire or be terminated. The Agreement remains effective until all subscriptions have expired or been terminated, or the Agreement itself terminates (the “Term”). Unless the Service Order states otherwise, subscriptions automatically renew for successive periods equal to one (1) year for annual subscriptions, one (1) month for month-to-month subscriptions, or the preceding Subscription Term, and renewal pricing will be our then-current price. Either party may give notice of non-renewal at least thirty (30) days before the end of a Subscription Term to stop automatic renewal.
Termination for Cause. Either party may terminate the Agreement on notice if the other materially breaches it and does not cure the breach within thirty (30) days after notice. Customer is responsible for breaches caused by its Authorized Users. We may terminate immediately on notice if we reasonably believe the Services are being used in violation of Applicable Law.
Effect of Termination. Upon any termination for cause by Customer, we will refund any prepaid Fees covering the remainder of the Term after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid Fees covering the remainder of the Term. No termination relieves Customer of the obligation to pay Fees for the period prior to termination. If we terminate without cause before the end of your then-current Subscription Term, we will reimburse you pro rata for Services not provided. In addition, upon termination or expiration: (a) for a period of thirty (30) days, Customer may export or request return of its Customer Content; and (b) thereafter, we will delete Customer Content from our production systems, and residual copies in backups will be purged within our standard backup-retention window. A certificate of data destruction is available to Customer on request.
General. You may provide your telephone number as part of creating your User Account or otherwise. By providing it, you consent to receiving autodialed or prerecorded calls and/or text messages from us or on our behalf at that number to help keep your User Account secure through multi-factor authentication (“MFA”), to help you access your account, and as otherwise necessary to service your account or enforce these Terms, our policies, or Applicable Law. MFA may involve text messages containing security codes.
Consent to Transactional Communications. You consent to our contacting you using written, electronic, and verbal means — including manual dialing, email, prerecorded/artificial voice messages, and automatic telephone dialing systems — to complete transactions you request and to service your account, as permitted by Applicable Law, even if your number is on a Do-Not-Call registry. Message and data rates may apply. These are transactional, not promotional, messages.
Consent to Promotional Messages. You may also enroll to receive recurring promotional SMS/text messages from PosterChild. By enrolling, you agree to receive such texts at the number you provide, certify that the number is accurate and that you are authorized to enroll it, and acknowledge that messages may be sent using an automatic telephone dialing system and that message and data rates apply. Message frequency varies. Consent is not required as a condition of purchase.
Unsubscribing From Promotional Messages. You may opt out of promotional texts at any time by texting or replying “STOP,” “QUIT,” “END,” “CANCEL,” or “UNSUBSCRIBE” to the originating number. You may receive one final confirmation message. For help, text “HELP” to the originating number or contact us at admin@posterchild.ai.
We respect the rights of artists and content owners, and it is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). If you believe your copyrighted work has been copied in a way that constitutes infringement and is accessible via the Services, please notify our copyright agent with the following, in writing: (a) an electronic or physical signature of a person authorized to act for the copyright owner; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and its location on the Services; (d) information reasonably sufficient to let us contact you, such as your address and email address; (e) a statement that you have a good-faith belief that the use is not authorized by the owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information is accurate and that you are the owner or authorized to act for the owner.
Submit notices to our DMCA agent: Attn: DMCA Notice, PosterChild, Inc., 2138 Seventh Street, Berkeley, CA 94710; Email: team@posterchild.ai.
Under U.S. federal law, knowingly misrepresenting that material is infringing may subject you to liability. In accordance with the DMCA and other Applicable Law, we have adopted a policy of terminating, in appropriate circumstances, Users who are repeat infringers, and we may limit access or terminate accounts of Users who infringe others’ intellectual property rights.
Privacy. By using the Services, you acknowledge that we may collect, use, and disclose your personal information and aggregated and/or anonymized data as set forth in our Privacy Notice, and that your personal information may be processed in the United States. Where we process personal data contained in Customer Content on Customer’s behalf, we act as Customer’s service provider/processor and process it only to provide the Services under Customer’s instructions. A Data Processing Addendum is available for customers who require one and governs applicable security measures, sub-processors (including our hosting and payment providers), and breach notification.
Security. We care about the integrity and security of your personal information; however, we cannot guarantee that unauthorized third parties will never defeat our security measures, and you provide your data at your own risk.
Customer represents and warrants that it has validly entered into the Agreement and has the legal power to do so, and that it is responsible for its Authorized Users’ compliance with the Agreement. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. Some jurisdictions do not allow certain warranty disclaimers, so some of the above may not apply to you.
IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS.
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer is responsible for all login credentials for administrator and Authorized User accounts, and we will not be responsible for losses if such information is not kept confidential or is used by an unauthorized third party. These limitations apply to the fullest extent permitted by law and allocate risk between the parties. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
Customer agrees to defend, indemnify, and hold harmless us and our affiliates, licensors, and suppliers, and our and their respective employees, contractors, agents, officers, and directors, from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (i) Customer’s or any Authorized User’s use of or access to the Services or Output, including any Customer Content; (ii) your violation of any term of the Agreement, including any breach of your representations and warranties; (iii) your or any Authorized User’s violation of any third-party right, including privacy or intellectual property rights; (iv) your or any Authorized User’s violation of Applicable Law; (v) Customer Content, including misleading, false, or inaccurate information; (vi) your or any Authorized User’s gross negligence, fraud, or willful misconduct; or (vii) any other party’s access to and use of the Services with your credentials (provided such access was not our fault).
The Services and the parties’ dealings may involve non-public, proprietary, or confidential information (“Confidential Information”), including non-public business, product, technology, and marketing information; Customer Content is Customer’s Confidential Information. Each party will: (a) protect and safeguard the other party’s Confidential Information with at least the same degree of care it uses to protect its own highly sensitive confidential information, and no less than a reasonable degree of care; (b) use the other party’s Confidential Information only to exercise its rights and perform its obligations under the Agreement; and (c) not disclose the other party’s Confidential Information to any person or entity except its personnel, service providers, or financial or legal advisors who need to know it and are bound by confidentiality obligations at least as restrictive as those in this section, or as required by law with prompt notice where permitted.
Governing Law. You agree that (a) the Services will be deemed solely based in the State of California, and (b) the Services will be deemed a passive one that does not give rise to personal jurisdiction over us in jurisdictions other than California. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict-of-laws principles. The Federal Arbitration Act (the “FAA”) governs the interpretation and enforcement of the arbitration provision below. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
Arbitration. Read this section carefully; it requires the parties to arbitrate disputes and limits how you may seek relief. For any dispute, you agree to first contact us at admin@posterchild.ai and attempt to resolve it informally. If we have not resolved a dispute within sixty (60) days of your first contact, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or equitable relief) arising out of or relating to the Agreement by binding arbitration by JAMS, under its Optional Expedited Arbitration Procedures then in effect, in Berkeley, California, unless we agree otherwise. If you use the Services for commercial purposes, each party pays its own JAMS fees in accordance with JAMS rules, and the award may include costs of arbitration and reasonable attorneys’ and expert fees. If you are an individual using the Services for non-commercial purposes, JAMS may require an initiation fee (subject to a fee waiver), the award may include your costs and reasonable fees, and you may instead sue in a small-claims court of competent jurisdiction. Judgment on the award may be entered in any court of competent jurisdiction. Nothing here prevents us from seeking injunctive or other equitable relief from the courts to prevent the actual or threatened infringement, misappropriation, or violation of our data-security, intellectual-property, or other proprietary rights.
Venue; Waiver of Jury Trial; Fees. The state and federal courts located in Berkeley, California will have exclusive jurisdiction over any dispute arising out of or relating to the Agreement or its formation, interpretation, or enforcement, including any appeal of an arbitration award or trial-court proceedings if the arbitration provision is found unenforceable. Each party consents to that jurisdiction and waives any right to a jury trial in connection with any such action. In any action to enforce the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
Publicity. You may not publicly use our company name, logo, or trademarks for any purpose without our prior written consent. We may identify you as a Customer in our promotional materials, and we will promptly stop doing so upon your request sent to admin@posterchild.ai.
Third-Party Products, Links, and Information. The Services may contain links to third-party sites, materials, or services (“Third-Party Services”) that we do not own or control, and certain functionality may require your use of Third-Party Services. Your use of any Third-Party Service is subject to its terms, and we do not endorse or assume responsibility for it. If you access a Third-Party Service or share your Customer Content or Output through it, you do so at your own risk, and these Terms and our Privacy Notice do not apply to your use of it. Your dealings with advertisers or others found on the Services are solely between you and them.
Force Majeure. Except for payment obligations, neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, which may include denial-of-service attacks, failures by a third-party hosting or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Relationship of the Parties; No Third-Party Beneficiaries. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries to the Agreement.
Notices. Except as otherwise set forth herein, all notices under the Agreement will be by email, although we may instead provide notice through the Services. Notices to us must be sent to admin@posterchild.ai. Notices are deemed given the business day after sending by email, and the same day when provided through the Services.
Modifications. We may change these Terms and the other components of the Agreement as described here. If we make a material change, we will provide reasonable notice before it takes effect, by email to the address associated with Customer’s account or through the Services. You can review the most current Terms at any time on this page. The revised Agreement becomes effective on the date set in our notice (other changes take effect on posting), and your continued use after the effective date constitutes acceptance.
Waivers; Severability. No failure or delay in exercising any right is a waiver, and no waiver is effective unless in writing and signed by an authorized representative. If any provision is held unenforceable, it will be modified to best accomplish its objective to the fullest extent permitted by law, and the remaining provisions will remain in effect.
Assignment. Neither party may assign or delegate its rights or obligations without the other party’s prior written consent (not to be unreasonably withheld), except that we may assign the Agreement in its entirety, without consent, to a corporate affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of this section is void. The Agreement binds and benefits the parties and their permitted successors and assigns.
Entire Agreement. The Agreement, including these Terms and all referenced pages, is the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations concerning its subject matter. To the extent of any conflict between these Terms and any referenced document, the following order of precedence applies: (a) the Service Order (if applicable); (b) these Terms; and (c) any other referenced document. No terms stated in a Customer purchase order, vendor-onboarding process or portal, or other Customer order documentation will be incorporated into the Agreement, and all such terms are null and void.
Survival. Any provision of the Agreement that by its terms or nature should survive termination or expiration will survive, including provisions on Customer Content and Output ownership and licenses, fees accrued, disclaimers of warranties, limitation of liability, indemnification, confidentiality, and dispute resolution.
Contacting Us. Please feel free to contact us with any questions about the Terms or the Agreement at admin@posterchild.ai or at PosterChild, Inc., 2138 Seventh Street, Berkeley, CA 94710. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.