Welcome to Soteki LLC's Terms of Service ("Terms") for Geppetto (the "App" or "Services"). These Terms form a legal agreement between you ("You") and Soteki LLC ("Company," "Soteki," "we" or "us") and apply to your use of our App, website available at https://geppetto-gpt.web.app, and any content, tools, features and functionality offered on or through the App and website.
By accessing and/or using the Services, you acknowledge and agree to these Terms. It is important to carefully read these Terms as they contain important information about your legal rights. If you do not agree to these Terms, please do not use the Services.
Throughout these Terms, "you" and "your" refer to you, the user of the Services. If you use the Services on behalf of a company or other entity, "you" includes both you and the entity, and you represent and warrant that you are authorized to bind the entity to these Terms and that the entity agrees to these Terms.
Please note that these Terms include an arbitration clause and class action waiver. By accepting these Terms, you agree to resolve any disputes with Soteki LLC through binding individual arbitration, which means that you waive your right to have disputes decided by a judge or jury. You also waive your right to participate in class actions, class arbitrations, or representative actions. However, you have the right to opt-out of arbitration, as explained below.
Use of the Services
Registration Obligations. In order to access and use certain features of Geppetto, you may be required to submit a registration form. If you choose to register, you agree to provide accurate, current, and complete information about yourself as prompted by the registration form. Any information you provide is subject to our Privacy Policy. Please note that if you are under 13 years of age or if you are an EU citizen or resident under 16 years of age, you are not authorized to register to use the Services.
Member Account, Password and Security. You are solely responsible for maintaining the confidentiality of your password and account, if any, and for any and all activities that occur under your account. You agree to notify Soteki LLC immediately of any unauthorized use of your account or any other breach of security. Additionally, you must ensure that you exit from your account at the end of each session. Soteki LLC will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Modifications to the App. Soteki LLC reserves the right to modify or discontinue, temporarily or permanently, the App (or any part thereof) with or without notice. You agree that Soteki LLC will not be liable to you or any third party for any modification, suspension, or discontinuance of the App.
General Practices Regarding Use and Storage. You acknowledge that Soteki LLC may establish general practices and limits concerning use of the App, including without limitation the maximum period of time that data or other content will be retained by the App and the maximum storage space that will be allotted on Soteki LLC's servers on your behalf. You agree that Soteki LLC has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the App. You acknowledge that Soteki LLC reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Soteki LLC reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Conditions of Use
By using our Services, you agree to comply with our Acceptable Use Policy (“AUP”) and the following conditions. 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 transmit via the Services. Your use of the Services may also be subject to license and use restrictions set forth in the CreativeML Open RAIL-M License. The following are examples of the kind of Content and/or use that is illegal or prohibited by Soteki LLC. 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 app or Services, suspending or terminating the account of such violators, and reporting them to applicable law enforcement authorities.
You agree to not use the Geppetto app or Soteki LLC's services to:
Intellectual Property Rights
Geppetto User Content. By using the Geppetto app and creating or uploading any content or materials using the app (collectively, “Geppetto User Content”), you represent and warrant that you own all right, title, and interest in and to such Geppetto User Content, including, without limitation, all copyrights and rights of publicity contained therein, or are otherwise permitted to use them for the applicable purposes, for example by license or legal exception or limitation.
By creating or uploading any Geppetto User Content, you retain all rights in it (to the extent you would otherwise hold such rights) and hereby grant and will grant Soteki LLC to the fullest extent permitted under the law a non-exclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your Geppetto User Content for any Soteki LLC-related purpose in any form, medium or technology now known or later developed.
Characters and Generations. For any automated AI character ("Character") that you create or upload using the Geppetto app provided by Soteki LLC, you own all rights in that Character (and to the extent you create derivative works, you own all rights you otherwise would own in them) and any text, images or video it generates ("Generations") that are elicited directly or indirectly by you, and grant to Soteki LLC and to any Geppetto user who elicits Generations from your Character to the fullest extent permitted under the law a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use the Character you created and any related Generations for any purpose in any form, medium or technology now known or later developed. As to a user interacting with a Character created or uploaded by another user or created or uploaded by Soteki LLC, the user who elicits the Generations from a Character owns all rights in those Generations and grants to both Soteki LLC and the creator(s) of the applicable Character a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use any Generations. For avoidance of doubt, violations of Geppetto's Acceptable Use Policy unrelated to intellectual property issues does not affect the user's intellectual property rights in any Characters or their Generations.
You acknowledge and agree that the Geppetto app and Soteki LLC website or services may contain content or features (“Site Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. In connection with your use of the Geppetto app or Soteki LLC website or services, you will not engage in or use any data mining, robots, scraping or similar automated data gathering or extraction methods. If you are blocked by Soteki LLC from accessing the Geppetto app or Soteki LLC website or 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 Geppetto app or Soteki LLC website or services, or the Site Content, other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by Soteki LLC.
The Soteki LLC name and logos are trademarks of Soteki LLC (collectively the “Soteki LLC Trademarks”). Other trademarks used and displayed via the Geppetto app or Soteki LLC website or services may be trademarks of their respective owners who may or may not endorse or be affiliated with or connected to Soteki LLC. Nothing in these Terms or the Geppetto app or Soteki LLC website or services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Soteki LLC Trademarks without our prior written permission in each instance. All goodwill generated from the use of Soteki LLC Trademarks will inure to our exclusive benefit.
Geppetto App Third Party Material. Under no circumstances will Geppetto App be liable in any way for any content or materials of any third parties, including character bots created by third parties and any Generations resulting from such character bots, including, but not limited to infringement of intellectual property rights, 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 Geppetto App does not pre-screen content, but that Geppetto App 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 Website or Services. Without limiting the foregoing, Geppetto App and its designees will have the right to remove any content that violates these Terms, our AUP, or is deemed by Geppetto App, 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.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Geppetto App (“Submissions”) provided by you to Soteki LLC are non-confidential and Soteki LLC will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, without acknowledgment of or compensation to you.
Without limiting the foregoing, you acknowledge and agree that Soteki LLC may preserve content and may also disclose content and/or metadata 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; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Soteki LLC, its users and the public. You understand that the technical processing and transmission of the Geppetto app and 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.
Copyright Complaints. Soteki LLC 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 Soteki LLC of your infringement claim in accordance with the procedure set forth below.
Soteki LLC 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 written notification of claimed copyright infringement should be mailed to:
PO BOX
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 Geppetto app, with enough detail that we may find it on the app; 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.
To be effective, your counter-notice must be in writing and contain the following information: your physical or electronic signature; identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled; a statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification of the User 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, Soteki LLC will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the User Content provider, member or user, the removed User 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, Soteki LLC has adopted a policy of terminating, in appropriate circumstances and at Soteki LLC’s sole discretion, users who are deemed to be repeat infringers. Soteki LLC may also at its sole discretion limit access to the Services and/or terminate the registrations of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Geppetto may provide access to third-party websites, applications, and resources, or such access may be provided by third parties. Geppetto has no control over these sites, resources, or applications and does not endorse them. You acknowledge and agree that Geppetto will not be liable for any damages or losses, directly or indirectly, caused or alleged to be caused by or in connection with the use of or reliance on any content, events, goods or services available on or through any such sites, resources or applications. Any interactions you have with third parties while using Geppetto are solely between you and the third party, and you agree that Soteki LLC is not responsible for any loss or claim you may have against any such third party.
You agree to release, indemnify and hold Soteki LLC and its affiliates and their officers, employees, directors and agents 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 Geppetto or any related information, any User Content, your application(s) to Soteki LLC or the results thereof, your violation of these Terms of Use or your violation of any rights of another.
If you are a California resident, you waive California Civil Code Section 1542, which says:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranty and Limitation of Liability
Your use of the Geppetto app is at your sole risk. The app is provided on an “AS IS” and “AS AVAILABLE” basis. Soteki LLC 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. Soteki LLC makes no warranty that (i) the app will meet your requirements, (ii) the app will be uninterrupted, timely, secure, or error-free, or (iii) the results that may be obtained from the use of the app will be accurate or reliable.
You expressly understand and agree that Soteki LLC 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 Soteki LLC 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 app or any related information; (ii) unauthorized access to or alteration of your transmissions or data; (iii) statements or conduct of any third party (including users) on the app; or (iv) any other matter relating to the app. In no event will Soteki LLC's total liability to you for all damages, losses or causes of action exceed one hundred dollars ($100).
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations set forth above may not apply to you. If you are dissatisfied with any portion of the app or with these terms of use, your sole and exclusive remedy is to discontinue use of the app.
Agreement to Arbitrate This Dispute Resolution by Binding Arbitration section of the Terms is referred to in these Terms as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Soteki LLC, whether arising out of or relating to these Terms (including any alleged breach thereof), the Geppetto app or Services, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Soteki LLC are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief You and Soteki LLC agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both You and Soteki LLC agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s).
Pre-Arbitration Dispute Resolution Soteki LLC, the creator of Geppetto, is committed to resolving disputes amicably and fairly. If you have concerns, we strongly encourage you to first email us at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Soteki LLC should be sent to Soteki LLC, #1152 700 El Camino Real Suite 120 Menlo Park CA 94025 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Soteki LLC and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Soteki LLC may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Soteki LLC or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Soteki LLC is entitled.
Arbitration Procedures Arbitration will be conducted by a neutral arbitrator in accordance with JAMS’ (“JAMS”) Streamlined Arbitration Rules and Procedures (collectively, the “JAMS Rules”), as modified by this Arbitration Agreement. For information on JAMS, please visit its website, https://www.jamsadr.com/. If there is any inconsistency between any term of the JAMS Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Soteki LLC and you agree otherwise, any arbitration hearings will take place in San Francisco, CA. If the parties are unable to agree on a location, the determination shall be made by JAMS. If your claim is for $10,000 or less, Soteki LLC agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video conference hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the JAMS Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Arbitration Fees for Geppetto All Arbitration Fees, including filing, administration, and arbitrator fees, will be governed by the JAMS Rules, unless otherwise specified in this Arbitration Agreement.
Confidentiality for Geppetto To benefit all parties, all aspects of the arbitration proceeding, as well as any ruling, decision, or award by the arbitrator, will be kept strictly confidential.
Severability for Soteki LLC If any term or provision of this Arbitration Agreement, other than the subsection titled “Prohibition of Class and Representative Actions and Non-Individualized Relief,” is found to be invalid or unenforceable, the parties agree to replace such term or provision with a valid and enforceable term or provision that comes closest to expressing the intent of the invalid or unenforceable term or provision, and this Arbitration Agreement will remain enforceable as modified. If any provision of the subsection titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” is found to be invalid or unenforceable, the entirety of this Arbitration Agreement will be null and void. The rest of the Terms will continue to apply.
Future Changes to Arbitration Agreement for Soteki LLC In the event of any future changes to this Arbitration Agreement (except changes to the Notice Address) by Soteki LLC while you are a Geppetto user, you may reject the change by providing written notice to Soteki LLC within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you agree to arbitrate any dispute between us according to the language of this Arbitration Agreement as of the date you first accepted these Terms (or any subsequent changes to these Terms).
You agree that Soteki LLC, at its sole discretion, may suspend or terminate your account (or any part thereof) or use of Geppetto app and remove and discard any content within the app or services, for any reason, including, without limitation, for lack of use or if Soteki LLC believes that you have violated or acted inconsistently with the letter or spirit of these Terms or Soteki LLC's Acceptable Use Policy. Soteki LLC may also, in its sole discretion and at any time, discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms or our AUP may be effected without prior notice, and acknowledge and agree that Soteki LLC may (but has no obligation to) 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 Services. Termination of your account or access to any component of the Services will not terminate Soteki LLC's rights to your User Content. Furthermore, you agree that Soteki LLC will not be liable to you or any third party for any termination of your access to the Services.
General
Entire Agreement. These Terms of Use, together with any other terms and policies referenced herein, constitute the entire agreement between you and Soteki LLC governing your use of Geppetto, superseding any prior agreements between you and Soteki LLC with respect to Geppetto.
Choice of Law, Jurisdiction, Venue. These Terms of Use are governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Soteki LLC agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Santa Clara County, California.
Severability. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect.
No Waiver. Any failure of Soteki LLC to exercise or enforce any right or provision of these Terms of Use does not constitute a waiver of such right or provision.
Expiration of Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of Geppetto or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Admissibility. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Assignment. You may not assign these Terms of Use without the prior written consent of Soteki LLC, but Soteki LLC may assign or transfer these Terms of Use, in whole or in part, without restriction.
Section Headings. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.
Notice. Notices to you may be made via either email or regular mail. Geppetto may also provide notices to you of changes to these Terms of Use or other matters by displaying notices or links to notices generally on Geppetto.
Changes to these Terms We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of Geppetto or changes made for legal reasons will be effective immediately. Your continued use of Geppetto after the date any such changes become effective constitutes your acceptance of the new Terms.
Contact Us If you have any questions about Geppetto or to report any violations of these Terms or our Acceptable Use Policy, please contact us at [email protected].