Terms of Service
Last updated August 25th, 2023
Agreement to Our Legal Terms
We are Octohive LLC ("Company," "we," "us," "our"), a company registered in Utah, United States. Accepting mail at P. O. Box 34131, San Diego, CA 92163
We operate the website https://getfrankie.app (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").
We are Octohive, creator of FrankieAI
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Octohive LLC, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. If you do not agree with all of these Legal Terms, then you are expressly prohibited from using the Services and you must discontinue use immediately.
We will provide you with prior notice of any scheduled changes to the Services you are using. The modified Legal Terms will become effective upon posting or notifying you by [email protected], as stated in the email message. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.
1. Our Services
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. Intellectual Property Rights
Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.
The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use or internal business purpose only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the "Prohibited Activities" section below, we grant you a non-exclusive, non-transferable, revocable license to:
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: [email protected]. If we ever grant you permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
Your submissions
Please review this section and the "Prohibited Activities" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You are responsible for what you post or upload: By sending us Submissions through any part of the Services you:
You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.
3. User Representations
By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; (7) your use of the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
4. User Registration
You may be required to register with the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
5. Purchases and Payment
We accept only the cards allowed by our payment processor.
You agree to provide current, complete, and accurate purchase and account information for all purchases made through the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.
All payments shall be in U.S. dollars.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase.
If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Services.
We do not store credit card information beyond the initial payment.
6. Cancellation
All purchases are non-refundable. You can cancel your subscription at any time by logging into your account or emailing us using the contact information provided. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our services, please email us at [email protected].
7. Prohibited Activities
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
8. User-Generated Contributions
While the Services do not primarily offer users the ability to submit or post content, you may have the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). As such, Contributions may be viewable by other users of the Services or through third-party websites and treated in accordance with the Service's Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
9. Contribution License
You agree with the Services that we may access, store, process, and use information and personal data you provide, in accordance with the terms of the Privacy Policy and your choices.
By submitting feedback regarding the Services, you agree that we may use and share such feedback without compensation.
You retain full ownership of your Contributions, including intellectual property rights. We are not liable for any statements or representations in your Contributions on the Services, and you agree to refrain from legal action against us regarding your Contributions.
10. Guidelines for Reviews
We may provide areas on the Services for you to post reviews or ratings. When posting a review, you must comply with the following criteria:
We may accept, reject, or remove reviews at our discretion and do not assume liability for any review or any claims, liabilities, or losses resulting from a review.
11. Social Media
You may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by providing login information or allowing us access as permitted under the applicable terms and conditions governing your use of each Third-Party Account. You warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access without breach or obligations.
By granting access to any Third-Party Accounts, you understand that we may access, store, and make available content from your Third-Party Account in accordance with the settings of that account. You may disable the connection between your account on the Services and your Third-Party Accounts at any time.
We may access your email address book associated with a Third-Party Account solely for identifying and informing you of contacts who have also registered to use the Services. You can deactivate the connection by contacting us or through your account settings. We will attempt to delete information obtained from such Third-Party Accounts except for the username and profile picture associated with your account.
12. Third-Party Websites and Content
The Services may include links to other websites ("Third-Party Websites") and display content from third parties ("Third-Party Content"). Please note that we do not investigate, monitor, or guarantee the accuracy, appropriateness, or completeness of Third-Party Websites or Third-Party Content. We are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services. This includes the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of Third-Party Websites or Third-Party Content. The inclusion of links or the availability and installation of Third-Party Websites or Third-Party Content does not imply our approval or endorsement. If you choose to leave the Services and access Third-Party Websites or use/install Third-Party Content, you do so at your own risk. Please be aware that our Legal Terms no longer apply in such cases. It is important that you review the terms, policies, and practices of any website you visit or any application you use or install from the Services. Any purchases you make through Third-Party Websites are solely between you and the third party, and we do not take any responsibility for such purchases. We do not endorse the products or services offered on Third-Party Websites, and we shall not be held liable for any harm caused by your purchase of such products or services. Furthermore, we shall not be held liable for any losses or harm resulting from Third-Party Content or any interaction with Third-Party Websites.
13. Services Management
We reserve the right to monitor the Services for violations of our Legal Terms and take appropriate legal action against any user who, in our sole discretion, violates the law or these Legal Terms. This may include reporting the user to law enforcement authorities. We also reserve the right, at our sole discretion and without limitation, to refuse, restrict access to, limit the availability of, or disable any of your Contributions or any portion thereof. Additionally, we may, at our sole discretion and without notice or liability, remove from the Services or disable all files and content that are excessive in size or burdensome to our systems. Our goal is to protect our rights and property and ensure the proper functioning of the Services.
14. Privacy Policy
We prioritize data privacy and security. Please take the time to review our Privacy Policy at https://getfrankie.app/privacy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please note that the Services are hosted in the United States and the Netherlands. If you access the Services from a region with different laws regarding personal data collection, use, or disclosure, you are consenting to the transfer of your data to the United States and the Netherlands.
15. Term and Termination
These Legal Terms will remain in effect as long as you use the Services. We reserve the right, at our sole discretion and without notice or liability, to deny access to and use of the Services to any individual for any reason or no reason. This includes cases where a user breaches any representation, warranty, or covenant contained in these Legal Terms or violates any applicable law or regulation. We may terminate your use or participation in the Services, delete your account, and remove any content or information posted by you without warning and at our sole discretion. If we terminate or suspend your account, you are prohibited from creating a new account under your name, a fake or borrowed name, or the name of any third party. In addition to termination or suspension, we reserve the right to pursue legal action, including civil, criminal, and injunctive remedies.
16. Modifications and Interruptions
We reserve the right to change, modify, or remove the contents of the Services at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee that the Services will be available at all times. We may experience hardware, software, or other problems, or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right, at our sole discretion and without notice to you, to change, revise, update, suspend, discontinue, or otherwise modify the Services. You agree that we shall not be liable for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance. These Legal Terms do not obligate us to maintain and support the Services or provide any corrections, updates, or releases.
17. Governing Law
These Legal Terms and your use of the Services are subject to the laws of the State of Utah. These laws apply to agreements made and fully performed within the State of Utah, regardless of any conflicts with other jurisdictions.
18. Dispute Resolution
Informal Negotiations
To promote prompt resolution and minimize costs associated with any dispute, controversy, or claim arising from these Legal Terms (referred to as a "Dispute" or collectively as "Disputes") brought by either party (individually as a "Party" or collectively as the "Parties"), both Parties agree to engage in informal negotiations for at least thirty (30) days before initiating arbitration. Informal negotiations will commence upon receipt of written notice from one Party to the other.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, binding arbitration will be the final and exclusive method to resolve the Dispute (except for Disputes expressly excluded below). You acknowledge that, without this provision, you would have the right to file a lawsuit and have a jury trial. The arbitration process will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, if applicable, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"). These rules can be accessed on the American Arbitration Association (AAA) website. The arbitration may be conducted in person, through document submissions, via phone, or online. The arbitrator will issue a written decision unless otherwise requested by either Party. The arbitrator must adhere to applicable law, and any award may be subject to challenge if the arbitrator fails to do so. Unless otherwise required by applicable AAA rules or law, the arbitration will take place in Salt Lake, Utah. Except as otherwise stated in these Legal Terms, the Parties may pursue litigation in court to compel arbitration, stay proceedings pending arbitration, or enforce, modify, vacate, or enter judgment on the arbitrator's award.
If, for any reason, a Dispute proceeds in court instead of arbitration, the Dispute shall be initiated or prosecuted in the state and federal courts located in San Diego, California. The Parties hereby consent to such jurisdiction and waive any defenses of lack of personal jurisdiction and forum non conveniens. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Legal Terms.
No Dispute related to the Services brought by either Party shall be initiated more than one (1) year after the cause of action arose. If this provision is deemed illegal or unenforceable, neither Party will choose arbitration for any Dispute falling within that portion of the provision. Instead, such Dispute shall be decided by a court of competent jurisdiction within the aforementioned courts for jurisdiction, and the Parties agree to submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
19. Corrections
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
20. Disclaimer
The services provided by our SaaS application are offered on an "as-is" and "as-available" basis. By using the services, you acknowledge that you do so at your own risk. We fully disclaim all warranties, whether express or implied, associated with the services and your use of them. This includes but is not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations regarding the accuracy or completeness of the content within the services or any linked websites or mobile applications. Additionally, we assume no liability or responsibility for any errors, mistakes, or inaccuracies in the content and materials, personal injury or property damage resulting from your use of the services, unauthorized access to our secure servers, and/or personal and financial information stored therein, interruption or cessation of transmission, bugs, viruses, or any errors or omissions in the content, and materials. We do not endorse, guarantee, or assume responsibility for any products or services offered by third parties through the services, any linked websites, or any featured websites or mobile applications. We are not liable for any losses or damages incurred as a result of using any content posted, transmitted, or made available via the services. It is important to exercise caution and use your best judgment when purchasing products or services through any medium or environment. \
21. Limits of Liability
Under no circumstances will we, our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the services. This limitation of liability applies even if we have been advised of the possibility of such damages. Regardless of the form of action, our total liability to you for any cause whatsoever will be limited to the amount paid, if any, by you to us during the three-month period prior to the cause of action arising. Please note that certain US state laws and international laws may not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply, and you may have additional rights.
**22. Indemnification **
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
23. User Data
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
24. Electronic Communications, Transactions, and Signatures
Regarding electronic communications, when you visit our Services, send us emails, or complete online forms, it is understood that you are engaging in electronic communications. By using our Services, you give your consent to receive electronic communications, and you agree that any agreements, notices, disclosures, or other communications we provide to you electronically, through email, or on the Services, fulfill any legal requirement that such communication is in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, as well as the electronic delivery of notices, policies, and records of transactions initiated or completed by us or through the Services. Furthermore, you waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that may demand an original signature, the delivery or retention of non-electronic records, or payments or the granting of credits by any means other than electronic methods.
25. California Users and Residents
If any complaint with us is not satisfactorily resolved, you can contact 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, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
26. Misc.
This section on the data constitutes the entire agreement between you and us, including any policies or operating rules provided by us on the Services or in relation to the Services. Our failure to exercise or enforce any right or provision of these Legal Terms does not waive such right or provision. These Legal Terms are fully enforceable to the extent allowed by law. We reserve the right to assign our rights and obligations to others at any time. We are not liable for any loss, damage, delay, or failure to act caused by circumstances beyond our control. If any provision or part of a provision of these Legal Terms is found to be unlawful, void, or unenforceable, it will be considered separate and will not affect the validity and enforceability of the remaining provisions. These Legal Terms do not create a joint venture, partnership, employment, or agency relationship between you and us. You acknowledge that these Legal Terms should not be interpreted against us solely because we drafted them. By using the Services, you waive any defenses based on the electronic form of these Legal Terms and the absence of physical signatures from the parties involved in executing these Legal Terms.
27. Contact Us
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Octohive LLC
PO Box 34131
San Diego, California 92163
United States