Terms of Use

These Terms of Use are an agreement between you and OffAtom Inc., 1007 N Orange St. 4th Floor Ste 5360, Wilmington, DE 19801, United States ("OffAtom," "we," "us," or "our"). They cover the website available at elseway.ai, the Elseway mobile application, and any content, tools, features, and services offered through them (collectively, the "Services").

By accessing or using the Services, you agree to these Terms and our Privacy Policy. If you do not understand or agree to these Terms, please do not use the Services.

If you use the Services on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms.

NOTE: These Terms contain an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve disputes with us through binding individual arbitration, unless you opt out as explained below.

Use of the Services

Your registration obligations

When you register to use the Services, you agree to provide accurate and complete information. You represent that you are over the age of 18. We do not permit anyone under 18 to use the Services. You also represent that all characters in your creative work are over the age of 18.

Account security and suspension

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You agree not to abuse the registration system, create accounts to evade restrictions, or repeatedly delete and re-register accounts. We may suspend or terminate accounts that undermine the integrity of the Services.

Use and storage

We may establish limits concerning use of the Services, including storage, message usage, model access, account activity, and retention of data or content. We are not responsible for deletion of, failure to store, or loss of content except as required by applicable law.

Email notifications

You consent to receive service, account, security, policy, support, and marketing notifications from us electronically.

Conditions of Use

You are solely responsible for all content you submit to the Services, including text, prompts, chats, stories, characters, personas, images, video, audio, profile information, comments, reports, and feedback ("User Content"). You agree not to submit User Content or use the Services in a way that:

• violates any law or regulation;
• infringes intellectual property, privacy, publicity, or other rights;
• contains content you do not have the right to submit;
• contains malware, spam, phishing, scams, or unauthorized advertising;
• poses a privacy or security risk to any person;
• constitutes bestiality, rape, incest, obscene content, or pornography;
• involves sexual exploitation or abuse of minors, including child sexual abuse material, grooming, or sexual extortion;
• glorifies self-harm, suicide, terrorism, violent extremism, or crime;
• promotes hate, harassment, abuse, discrimination, or violence;
• seeks to buy or sell illegal drugs;
• provides medical, legal, financial, tax, or other professional advice;
• uses a person's name, likeness, voice, or persona without permission;
• impersonates others or creates misleading deepfakes, fraud, scams, or harmful content; or
• otherwise creates risk or liability for OffAtom, users, or the public.

You also agree not to interfere with the Services, reverse engineer the Services, scrape or harvest data, solicit personal information from anyone under 18, impersonate others, evade technical protections, or obtain information by means not intentionally made available through the Services.

We may, but have no obligation to, monitor, review, edit, remove, restrict, or refuse content. We may suspend or terminate accounts, restrict features, or report activity to law enforcement if we believe these Terms have been violated.

Intellectual Property Rights

Content you submit

You represent that you own or have all rights necessary to submit your User Content. You retain the rights you had in your User Content, subject to the license below.

You grant OffAtom a worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable, perpetual, irrevocable license to host, store, copy, display, perform, transmit, distribute, modify, create derivative works from, analyze, and otherwise use your User Content for purposes related to operating, providing, improving, securing, promoting, training, evaluating, and developing the Services and AI or machine learning systems.

AI Characters and Outputs

As between you and OffAtom, you own the AI characters you create through the Services and the AI outputs generated from your interactions, subject to applicable law, third-party rights, and these Terms. You grant OffAtom the same license above for AI characters and outputs, including to make public characters available to other users and to promote the Services.

Services content and trademarks

The Services may contain content, software, features, trademarks, and other materials owned by OffAtom or others. Except as expressly allowed by these Terms, you may not use, copy, modify, distribute, or exploit any part of the Services.

AI outputs and third-party material

AI-generated content can be unpredictable, inaccurate, offensive, or unsuitable. You are responsible for evaluating and using any content, characters, or generations you access through the Services. We are not responsible for content created by users or third parties.

Feedback

If you provide comments, ideas, or feedback, we may use them for any purpose without obligation to you.

Copyright Complaints

OffAtom respects intellectual property rights. If you believe content on the Services infringes your copyright or other intellectual property rights, contact us at [email protected] with:

• your physical or electronic signature;
• identification of the work you claim has been infringed;
• identification of the allegedly infringing content and where it appears;
• your contact information;
• a statement that you have a good-faith belief the use is not authorized;
• a statement that the information in your notice is accurate and that you are authorized to act for the rights owner.

We may remove or disable access to content and may terminate accounts of repeat infringers.

Third-Party Websites and Services

The Services may link to or integrate third-party websites, services, models, software, applications, analytics providers, storage providers, or other tools. We do not control third-party services and are not responsible for them.

Indemnity and Release

You agree to release, defend, indemnify, and hold harmless OffAtom and its affiliates, officers, directors, employees, contractors, agents, and service providers from claims, damages, losses, liabilities, costs, and expenses arising out of or related to your User Content, use of the Services, violation of these Terms, violation of law, or violation of third-party rights.

Disclaimer of Warranty

The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, OffAtom disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, and uninterrupted or error-free operation.

Limitation of Liability

To the fullest extent permitted by law, OffAtom will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, loss of goodwill, or service interruption. Our total liability for all claims relating to the Services or these Terms will not exceed the greater of 100 U.S. dollars or the amount you paid to OffAtom in connection with your use of the Services.

Dispute Resolution and Governing Law

Please contact us first at [email protected] so we can try to resolve any dispute informally. If a dispute cannot be resolved informally, you and OffAtom agree that disputes arising out of or relating to these Terms or the Services will be resolved through binding individual arbitration, except where prohibited by law or where either party seeks injunctive or equitable relief.

You and OffAtom agree to bring claims only on an individual basis and not as a plaintiff or class member in any class, consolidated, or representative action. You may opt out of arbitration by emailing [email protected] within 30 days after first accepting these Terms.

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law rules, except to the extent preempted by applicable federal law.

Termination

We may suspend or terminate your account or access to the Services at any time if we believe you violated these Terms, created risk or possible legal exposure, or used the Services in a way that may harm us, users, or others. Termination does not terminate OffAtom's rights to your User Content or any obligations that by their nature should survive.

Changes to These Terms

We may update these Terms from time to time. When we do, we will update the "Last updated" date above. If changes are material, we may provide additional notice through the Services or by email. Your continued use of the Services after updated Terms become effective means you accept the updated Terms.

Contact Us

If you have questions about these Terms or the Services, contact us at [email protected].

OffAtom Inc. 1007 N Orange St. 4th Floor Ste 5360, Wilmington, DE 19801, United States.