Last updated June 01, 2023
Terms of Service
Please read these terms carefully before you start using the Services.
The terms “Otherhalf,” “us” or “we” refers to Azimov, Inc., a software company who designed and built Otherhalf, incorporated in Delaware, with its registered office at 9450 SW Gemini Dr, PMB 77547, Beaverton, Oregon 97008, US.
The term “device” refers to the device which is used to access the Services including but not limited to computers, smartphones and tablets.
The term “you” refers to the user of the Services.
When you sign up for any of the Services or otherwise use or access them, you agree to be bound by these Terms and all applicable laws, rules, and regulations. By using the Services, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the services.
Our contact email address is support@azimov.ai. All correspondence to Otherhalf including any queries you may have regarding your use of the Services or these Terms should be sent to this contact email address.
1. OUR SERVICES
Azimov offers an interactive virtual being called Otherhalf accessible through downloadable applications.
1.1. Medical disclaimer
Otherhalf is a provider of software, and not a healthcare or medical device provider, nor should our Services be considered medical care, mental health services or other professional services. Only your physician or other healthcare providers can do that. While there is third party evidence from research that certain conversation techniques implemented in Otherhalf can assist in the recovery process for a wide array of conditions, Otherhalf makes no claims, representations or guarantees that the Services provide a therapeutic benefit.
1.2. Emergencies
Use of the Services is not for emergencies. If you think you have a medical or mental health emergency, or feel that you are a danger to yourself or others, you must discontinue use of the Service, call 911 or your local emergency services or go to the nearest open clinic or emergency room.
1.3. Modifications to the Services
We reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Otherhalf will not be liable to you or to any third party for any modification, suspension or discontinuance of any of the Services.
2. MEMBERSHIP
2.1. Becoming a member
You will be required to register (“create an account”) with Otherhalf and become a Otherhalf Member in order to access and use some of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the registration forms. Registration data and certain other information about you are governed by our Privacy Policy.
2.2. Once a member
You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to immediately notify Otherhalf of any unauthorized use of your password or account or any other breach of security. Otherhalf will not be liable for any loss or damage arising from your failure to comply with this Section.
2.3. Your membership
As a Otherhalf Member, you will receive access to content, features, and functions of the Services that are not available to non-members.
You may choose to cancel your membership and delete your account at any time.
By agreeing to become a Member you opt-in to receive occasional special offers, marketing, survey, and Services-based communication emails or texts. You can easily unsubscribe from Otherhalf commercial communications by following the opt-out instruction in these messages. Otherhalf memberships are not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever.
2.4. Device requirements
To enjoy Otherhalf via your desktop or other Device, your Device must satisfy certain system requirements. We do not guarantee that the Services will work universally on all Devices. Support for Devices may change, and we may remove Device compatibility at any time.
3. CANCELLATION OF SERVICES
We may suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice.
4. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that we may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on our servers on your behalf. You agree that Otherhalf has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
5. CONDITIONS OF USE
5.1. User conduct
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Services. The following are examples of the kind of content and/or use that is illegal or prohibited by Otherhalf. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing the offending content from the Services, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Services to:
Email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Otherhalf, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Otherhalf, for its users to any harm or liability of any type;
Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
Violate any applicable local, state, national or international law, or any regulations having the force of law;
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Solicit personal information from anyone under the age of 18;
Harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
Further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services.
5.2. Special notice for international use; Export controls
Software (defined below) available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
5.3. Commercial use
The Service is for your personal use only. Unless otherwise expressly authorized herein or in the Services, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.
5.4. Use of Otherhalf by minors
If you are under 13 years old OR if you are an EU citizen or resident under 16 years old, you are not authorized to register to use the Services.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Service content, software, and trademarks
You acknowledge and agree that the Services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Otherhalf, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Services. In connection with your use of the Services, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Otherhalf from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of Otherhalf, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Otherhalf.
The Otherhalf names and logos are trademarks and service marks of Otherhalf (collectively the “Otherhalf Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Otherhalf. Nothing in these Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Otherhalf Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of Otherhalf Trademarks will inure to our exclusive benefit.
6.2. Third party material
Under no circumstances will Otherhalf be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Otherhalf does not pre-screen content, but that Otherhalf and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, Otherhalf and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Otherhalf , in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
6.3. User content transmitted through the Services
With respect to the content or other materials you upload through the Services or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading or generating any User Content you hereby grant and will grant Otherhalf and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Services or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (“Submissions”), provided by you to Otherhalf are non-confidential and Otherhalf will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Otherhalf may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Otherhalf, our users and the public. You understand that the technical processing and transmission of the Services, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
6.4. Copyright complaints
Otherhalf respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Otherhalf of your infringement claim in accordance with the procedure set forth below.
We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Otherhalf’s Copyright Agent at support@azimov.ai (Subject line: “DMCA Takedown Request”).
To be effective, the notification must be in writing and contain the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
6.5. Counter-notice
If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Otherhalf will send a copy of the counter-notice to the original complaining party via email informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Otherhalf has adopted a policy of terminating, in appropriate circumstances and at Otherhalf’s sole discretion, users who are deemed to be repeat infringers. Otherhalf may also at its sole discretion limit access to the Services and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
7. THIRD PARTY WEBSITES
The Services may provide, or third parties may provide, links or other access to other sites and resources on the Internet. We have no control over such sites and resources and we are not responsible for and do not endorse such sites and resources. You further acknowledge and agree that Otherhalf will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that Otherhalf is not liable for any loss or claim that you may have against any such third party.
8. SOCIAL NETWORKING SERVICES
You may enable, connect or log in to the Services via various online third party services, such as social media and social networking services like Discord, Facebook, Instagram or Twitter (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Services, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Otherhalf shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service or through which the Service may be accessible.
In addition, Otherhalf is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Otherhalf is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Otherhalf enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
9. WARRANTY, INDEMNITY AND LIABILITY
9.1. Indemnity and release
You agree to release, indemnify and hold Otherhalf and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any User Content, your connection to the Services, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
9.2. Disclaimer of warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OTHERHALF EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
OTHERHALF MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
9.3. Limitation of liability
SUBJECT TO THE CLAUSE BELOW (EXCEPTIONS) YOU EXPRESSLY UNDERSTAND AND AGREE THAT OTHERHALF WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OTHERHALF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL OTHERHALF’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
EXCEPTIONS: NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS OTHERHALF’S LIABILITY FOR:
DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS OR REPRESENTATIVES;
FRAUD OR FRAUDULENT MISREPRESENTATION;
OR MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
10. GENERAL CONDITIONS
10.1. Termination
You agree that Otherhalf, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Otherhalf believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Otherhalf may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Otherhalf may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Otherhalf will not be liable to you or any third party for any termination of your access to the Service.
10.2. User disputes
You agree that you are solely responsible for your interactions with any other user in connection with the Service and Otherhalf will have no liability or responsibility with respect thereto. Otherhalf reserves the right but has no obligation to become involved in any way with disputes between you and any other user of the Service.
10.3. Entire agreement
These Terms of Service constitute the entire agreement between you and Otherhalf and govern your use of the Service, superseding any prior agreements between you and Otherhalf with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software.
10.4. Choice of law and venue
New York law will govern all disputes arising out of or relating to these Terms of Service, or any related services, regardless of conflict of laws rules. These disputes will be resolved exclusively in the federal or state courts of the Southern District of New York, New York, USA, and you and Otherhalf consent to personal jurisdiction in those courts.
To the extent that applicable local law prevents certain disputes from being resolved in a New York court, then you can file those disputes in your local courts. Likewise, if applicable local law prevents your local court from applying New York law to resolve these disputes, then these disputes will be governed by the applicable local laws of your country, state, or other place of residence.
11. YOUR PRIVACY
At Otherhalf, we respect the privacy of our users. For details please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.
QUESTIONS? Please email support@azimov.ai to report any violations of these Terms of Service or to ask us any questions regarding these Terms of Service or our Services.
