Terms of Service

Last updated: June 17, 2026

Agreement to Our Legal Terms

We are Serious Name Co LLC, doing business as Percy (“Company,” “we,” “us,” “our”), a New York limited liability company.

We operate the website https://percy.garden (the “Site”), the mobile application (the “App”) as well as any other related products and services that refer or link to these legal terms or that are otherwise available on the Site (collectively, together with the Site and App, the “Services”).

Percy is a voice-first garden journaling app that uses AI to help home gardeners capture observations naturally and surface seasonal insights. Users speak or type observations about their garden, which Percy organizes, remembers, and uses to provide personalized recommendations and insight  based on their garden's specific history.

This Terms of Services (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Serious Name Co. 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 Terms, you represent that you are of legal age to enter into a binding agreement, and that you accept these Terms and agree that you are legally bound by these Terms and our Privacy Policy. IF YOU DO NOT AGREE WITH ALL OF THESE 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 material changes to the Services you are using and will notify you of any changes to these Terms. The modified 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.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Terms for your records.

Table of Contents

1. OUR SERVICES

2. INTELLECTUAL PROPERTY RIGHTS

3. USER REPRESENTATIONS

4. USER REGISTRATION

5. PURCHASES AND PAYMENT

6. SUBSCRIPTIONS

7. PROHIBITED ACTIVITIES

8. USER GENERATED OUTPUTS

9. LICENSE OF YOUR DATA

10. THIRD-PARTY WEBSITES AND CONTENT

11. SERVICES MANAGEMENT

12. PRIVACY POLICY

13. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY

14. TERM AND TERMINATION

15. MODIFICATIONS AND INTERRUPTIONS

16. GOVERNING LAW

17. DISPUTE RESOLUTION

18. CORRECTIONS

19. DISCLAIMER

20. LIMITATIONS OF LIABILITY

21. INDEMNIFICATION

22. USER DATA

23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

24. CALIFORNIA USERS AND RESIDENTS

25. MISCELLANEOUS

26. CONTACT US

1. Our Services

These Terms and the Services are governed by US law and operated from the United States. You acknowledge that you may not be able to access all or some of the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are responsible for compliance with your local laws.

Percy is a voice-first AI garden journal. Users interact with the Service in two primary ways: (1) by providing observations about their garden, and (2) by asking questions about their garden, which may, for example and without limitation, include providing Inputs as questions to generate Output answers about your gardening practices, or submitting images of plants in your garden for identification. Users utilizing the Services are able to provide Inputs, primarily voice observations (transcribed to text), typed observations, and garden images, which will allow the Service to generate Outputs, including but not limited to providing the User with access to organized and searchable observation history, an evolving portrait of the garden ("The Nest") that surfaces patterns and highlights, and direct answers to garden questions grounded in the User's own history. The overall goal of our Service is to Input your garden and get back understanding around it. This is an archival and improvement tool intended to help Users with their gardening practices as a point of reference and identifying tool to assist you with your garden. This use is for personal use only and is not intended to be commercialized in any way. 

Subject to these Terms, Company grants you a limited, non-exclusive, and nontransferable license to use the Services and any Company Materials (defined below) made accessible to you for your personal, non-commercial use on devices owned or otherwise controlled by you strictly in accordance with these Terms.‌ In these Terms, the list of terms below are defined as follows: 

“Company Materials” means the Services, Company’s systems (including, without limitation, source code, software, and infrastructure), Feedback, and Usage Data, and any and all other information, data, documents, devices, know-how, methods, processes, hardware, software, and other technologies and inventions, including any technical or functional descriptions, requirements, plans, or reports, that are provided or used by Company or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or Company’s systems. For the avoidance of doubt, Company Materials include Usage Data but do not include Your Data.

“Usage Data” means aggregated and anonymized data and information used to compile statistical and performance information related to the provision and operation of the Services.

“Your Data” means any and all information, data, materials, works, expressions, or other content that is (a) uploaded, input, or entered into the Services, including for processing, including Your Content, (b) provided, transferred, or made available to Company, including for processing by or through the Services, or (c) collected, downloaded, or otherwise received by Company. Except for Usage Data or any other Company Materials, all output, copies, reproductions, improvements, reports, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any of Your Data is Your Data. For the avoidance of doubt, Your Data includes all Inputs, Outputs (each defined herein), and your personal information as defined by applicable data privacy laws.

“Inputs” means information, data, materials, text, prompts, images, or other content that is (a) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on your behalf for processing by or through an AI Feature, or (b) collected, downloaded, or otherwise received by an AI Feature for or on your behalf, including in the case of (a) and (b) for purposes of fine-tuning, grounding, or otherwise modifying, refining, adapting, or customizing an AI Feature by, for, or on your behalf.

“Outputs” means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to an Input or from use of an AI Feature by or on your behalf. 

“AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment. 

“AI Feature” means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.

“Third-Party Materials” means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, algorithms, AI Technology, content, Third-Party Websites, and technology, in any form or media, in which any person other than you or Company owns any intellectual property right. 

2. Intellectual Property Rights

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all: (a) databases, functionality, documentation, website designs, audio, video, text, photographs, and graphics in the Services, excluding any Outputs (collectively, “Our Content”), (b) all trademarks, service marks, and logos contained therein (the “Marks”), (c) and Company Materials.

In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to Percy an assignment of all right, title, and interest in and to the Usage Data and Feedback (defined below), including all intellectual property rights relating thereto.

We do not use Your Data to train, fine-tune, or otherwise improve any large language model or AI model, nor do we permit any third-party providers that provide AI capabilities as part of the Service to use Your Data to train, fine-tune, or improve any large language model or AI model. We contractually require such third-party providers of Third-Party Materials that provide AI Technologies to comply with this restriction. We also do not sell Your Data. For more information about our privacy practices, please see our Privacy Policy. 

You are the owner of all intellectual property rights in Your Data, your Inputs, and all Outputs resulting therefrom. 

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.

Your use of our Services

Subject to your compliance with these Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• access the Services; and
• download or print a copy of any portion of the Outputs generated therefrom,

solely for your personal, non-commercial use.

Except as set out in this section or elsewhere in our Terms, no part of the Services and none of Our 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, Our Content, or Marks other than as set out in this section or elsewhere in our Terms, please address your request to: [email protected]. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Our Content, you must identify us as the owners or licensors of the Services, Our Content, or Marks, as the case may be, 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, Our Content, and Marks.

Any breach of these intellectual property rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately.

Your Feedback 

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.

Feedback: By directly sending us any question, comment, suggestion, idea, improvement, derivative, development or other input about our Services (“Feedback”), you hereby assign all intellectual property rights in such Feedback to Company. You agree that we shall own this Feedback 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 Input and upload: By sending us Feedback and/or providing Inputs into the Service through any part of the Services, you:

• confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not post, send, publish, upload, or transmit through the Services any Feedback nor provide any Input  that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
• to the extent permissible by applicable law, waive any and all moral rights to any such Feedback;
• warrant that any such Feedback and Input is original to you or that you have the necessary rights and licenses to submit such information and that you have full authority to grant us the above-mentioned rights in relation to your Feedback and Inputs; and
• warrant and represent that your Feedback do not constitute confidential information.

You are solely responsible for your Feedback and Inputs you choose to provide the Company 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.

We may remove or edit your Inputs: Although we have no obligation to monitor any Inputs, we shall have the right to remove or edit any Inputs  at any time without notice if in our reasonable opinion we consider such Inputs harmful or in breach of these Terms. If we remove or edit any such Inputs, we may also suspend or disable your account and report you to the authorities.

Your Content

Percy lets you save images, photos, notes, and other materials (“Your Content") on the Service, including to your private Someday board. You keep whatever rights you already have in Your Content. By saving or uploading Your Content, you represent and warrant that: (a) you own Your Content or have all rights, licenses, and permissions necessary to save and use it in Percy; and (b) Your Content does not violate any of our Terms or infringe or violate the intellectual-property, privacy, or other rights of any third party, or violate any applicable laws. You are solely responsible and liable for Your Content.

You grant Percy a limited, non-exclusive, royalty-free license to store, host, and display Your Content back to you for the purpose of operating the Service (for example, so you can view and search what you've kept). Percy does not claim ownership or responsibility of Your Content, does not make it public, and does not use it to create products, compilations, or other materials of its own. Your Content is part of Your Data. 

You will only upload Your Content which you have the rights to post. Percy can take action against Your Content that violates these Terms or our internal policies, where we are permitted or required by law, such as by removing, restricting, or limiting access to, or distribution of, Your Content. We can also suspend or terminate accounts of users, determined in our sole discretion, who repeatedly or seriously infringe third-party intellectual property rights, violate the law, these Terms, or our policies, or where permitted or required to do so by law. 

We are a neutral intermediary and do not review Your Content before or after it is published on the Service, so we are not responsible or liable to any third party for the content or accuracy of any of Your Content posted by you. Where appropriate, you may appeal the decisions you think were made in error by contacting us at our help email set forth in these Terms. You may have a right under local law to bring a claim for breach of contract if you believe we have breached these Terms by removing, restricting or limiting access to, or distribution of, Your Content, or suspending or terminating your account. 

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, including, without limitation all location, address, and country/region information provided to us; (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 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; and (7) your use of the Services will not violate these Terms or 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) without liability.

4. User Registration

You may be required to register to use 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 already in use, inappropriate, obscene, or otherwise objectionable. Your account must be for you and you alone, and each account can only be associated with, used by, and for one individual person. Our Services are set up to have one account per End User. You agree you will not let others use your account. 

5. Purchases and Payment

While we may offer portions of the Services for free, we may charge for certain features of the Services, including, without limitation, user subscriptions. When paid by you, these payments are final and non-refundable. Percy, in its sole discretion, may offer credits or refunds on a case-by-case basis including, by way of example, in the event of an error with amounts you were charged.

In the event we charge you for any Service, we will charge, and you authorize Percy to charge, the payment method you specify at the time of purchase. If you pay any amounts with a credit card, Percy may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has credit available for your intended purchase.

Percy reserves the right to establish, remove, and/or revise prices, fees, taxes, and/or surcharges for any or all services or goods obtained through the use of the Services at any time. Regardless of the cause, Percy reserves the right to charge the final price after checkout, including without limitation all applicable transaction taxes.

6. Subscriptions

Free Access (First Season): Percy is free for everyone who signs up as of the last date these Terms were updated. If changes occur, we will notify you by the email associated with your account. You may cancel your account at any time through your account settings. 

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:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any of Our Content or other Company Materials or enforce limitations on the use of the Services and/or Our Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations, including but not limited to, using the Services to grow, harvest, farm, share, distribute, or sell any illegal substances.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any of Our Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Services.
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Services as part of any effort to compete with us or otherwise use the Services and/or Our Content for any revenue-generating endeavor or commercial enterprise.
• Use the Services to submit false, misleading, or fabricated garden observations with the intent to manipulate or corrupt Percy's AI-generated insights.
• Upload photos or content that are not related to gardening or personal garden activities, that are not yours (or that you do not have all applicable rights and licenses to), or upload any photos that violate any third party’s rights.

8. User Generated Outputs

The Services may provide you with the opportunity to submit Inputs and create Outputs, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material within your account for your personal, non-commercial use to create, navigate, and operate a personalized experience related to your gardening practices. When you create or make available any Inputs or Outputs resulting therefrom, you thereby represent and warrant that:

• The creation, use of, and the accessing, downloading, or copying of your Inputs and Outputs do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us to use your Inputs in any manner contemplated by the Services and these Terms.
• You have the written consent, release, and/or permission of each and every identifiable individual person in your Inputs to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Inputs in any manner contemplated by the Services and these Terms.
• Your Inputs are not false, inaccurate, or misleading.
• Your Inputs are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Inputs are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Inputs do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Inputs are not, and Outputs therefrom will not be, used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Your Inputs do not violate any applicable law, regulation, or rule.
• Your Inputs do not violate the privacy or publicity rights of any third party.
• Your Inputs do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
• Your Inputs do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
• Your Inputs do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services. You further acknowledge that all Outputs are generated by the Inputs you submit into the Services, and you are fully responsible and liable for any Outputs that violate any of the foregoing restrictions generated from your Inputs. 

9. License of Your Data

 By use of our Services, you hereby grant us a limited, non-exclusive license to utilize Your Data (including but not limited to your Inputs and Outputs) to provide the Services or to create Usage Data, and you represent and warrant that you have the right to grant, to us such license to host, use, copy, reproduce, process, archive, store, display, reformat, translate, and transmit, Your Data for such purposes,, and grant and authorize sublicenses of the foregoing to do the same in order to provide you the Services or create such Usage Data. For the avoidance of doubt, Usage Data does not include Your Data in any identifiable form, but Your Data may be used to create such Usage Data, such as statistical analysis, usage patterns, etc. 

We do not assert any ownership over Your Data. You retain full ownership of Your Data and any intellectual property rights or other proprietary rights associated with Your Data. We are not liable for any statements or representations in Your Data, such as your Inputs or Outputs, provided by you in any area on the Services. You are solely responsible for Your Data provided to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regardingYour Data.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change anyInputs or Outputs; (2) to re-categorize any such information or results thereof to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Inputs or Outputs at any time and for any reason, without notice. We have no obligation to monitor your Inputs or Outputs.

10. Third-Party Websites and Content

The Services may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) and other Third-Party Materials. Unless otherwise expressly provided herein, such Third-Party Materials are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Materials accessed through the Services or any content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the sites or other media of such Third-Party Materials. 

Inclusion of, linking to, or permitting the use or installation of any Third-Party Materials does not imply approval or endorsement thereof by us. If you decide to leave the Services and access any Third-Party Materials or to use or install any content therefrom, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Further, any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any content derived therefrom or any contact with Third-Party Websites.

The Services may incorporate certain Third-Party Materials. If you do not agree to abide by the applicable terms for any such Third-Party Materials, then you should not use such Third-Party Materials, and you acknowledge the Services may be limited without such use. You hereby authorize us to disclose Your Data, information about you, and allow third-party providers to use and process such information so that we may provide you our Services, whether or not such providers are disclosed to you or white labeled. 

Third-Party Materials may also include software components that are subject to third-party provider terms and conditions. Nothing in these Terms limits your rights under, nor grants you rights that supersede, the terms and conditions of any applicable license terms for any third-party provider term that govern the use of Third-Party Materials. A list of AI Technologies which we may make available through the Service and information related thereto are those is available in our Supplemental Terms. You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

If you provide us any Third-Party Materials or any access thereto, you hereby represent and warrant that you have all necessary rights, licenses, and permissions to provide Company such Third-Party Materials and access thereto.

11. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Inputs or Outputs or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

12. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy: https://percy.garden/privacy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

13. Digital Millennium Copyright Act (DMCA) Notice and Policy

Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by the Notification, a representative list of such works on the Services; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent

Brian Eden

Attn: Copyright Agent

7 Rye Ridge Plaza, #371, Rye Brook, NY 10573-2822United States

[email protected]

14. Term and Termination

These Terms shall remain in full force and effect while you use the Services. You may only cancel your account in accordance with Section 6. 

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

15. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason 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, and may do any of the foregoing at any time without liability.

We cannot guarantee 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 to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without liability or notice to you, unless otherwise set forth in these Terms. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

16. Governing Law

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict of law principles.

17. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration 

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Westchester County, New York. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of the Arbitration without the prior written consent of both parties.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Westchester County, New York, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms.

In no event shall any Dispute brought by you arising out of or in any way related to the Services or these Terms be commenced more than one (1) year after the cause of action arose. 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.

Waiver of Jury Trial and Class Action

EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS, INCLUDING ANY TERMS INCORPORATED HEREIN, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING ANY TERMS INCORPORATED HEREIN, OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

The parties further agree that any Arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. EACH PARTY AGREES THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

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.

18. 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.

19. Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES OR ANY THIRD-PARTY MATERIALS INCORPORATED THEREIN, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES OR ANY THIRD-PARTY MATERIALS. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES OR THE APP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

In addition to any acknowledgements set forth in these Terms, you further acknowledge the following specific to the use of any Services which include the use of or access to AI Technologies and/or AI Features:

(a) It is your responsibility to ensure that any Outputs generated are appropriate for the intended use case. This is not the responsibility of Company or any provider of Third-Party Materials, nor shall Company or any third-party provider of Third-Party Materials be liable for such evaluations. 

(b) The Services are not intended for use in, or in association with, the operation of any hazardous environments or critical systems that may lead to serious bodily injury or death or cause environmental or property damage; nor are the Services medical devices and are not intended to be used by themselves for any clinical decision-making or other clinical use. You are fully responsible for liability that may arise in connection with any such use.

(c) The Services may include experimental technology and may sometimes provide inaccurate or offensive content that doesn't represent our views. You must use discretion before relying on, publishing, or otherwise using any Outputs provided via the Services, and may not rely on the Services for medical, legal, financial, or other professional advice. Any content regarding those topics is provided for informational purposes only and is not a substitute for advice from a qualified professional, and such content does not constitute medical treatment or diagnosis.

(d) If using the Services to provide advice, recommendations, or subjective decisions that directly impact individuals in high-risk domains, such as providing any professional advice or guidance that may impact any individual, you are responsible for ensuring a qualified professional in that field is reviewing the content or decision prior to dissemination or finalization. If using the Services for such purposes, you acknowledge you will disclose to all affected individuals that certain Services may be used to help inform such decisions or recommendations.

(e) Any Output generated from AI Technologies or AI Features thereof should not be relied upon without independently checking their accuracy, as such outputs may be false, incomplete, misleading or not reflective of recent events or information. Such outputs are not designed for or intended to meet any regulatory, legal, or other obligations, and may contain content inconsistent with our views. 

(f) All Users acknowledge that due to the nature of machine learning, any output may not be unique across customers and the Services may generate the same or similar results across customers.

(g) The Services may include AI-based visual or text-based identification of plants, fruits, vegetables, fungi, and other natural materials. Such identifications are probabilistic, frequently inaccurate, and not suitable for any decision involving consumption, harvest for consumption, contact, or other physical exposure. You must not consume, harvest for consumption, touch, inhale, or otherwise expose yourself or others to any plant, fruit, fungus, or other natural material based on any identification, guidance, or Output provided through the Services. Identification of fungi is particularly unreliable and potentially life-threatening, and the Services do not provide reliable mushroom identification. Always consult a qualified mycologist, botanist, agricultural extension service, poison control center, or other licensed expert before consuming or otherwise exposing yourself to any wild, foraged, or unfamiliar material. Notwithstanding any in-product warnings, disclosures, or refusals, Company expressly disclaims all liability for any injury, illness, allergic reaction, poisoning, death, or other harm, whether to you or to any third party, arising from reliance on any identification, guidance, or other Output provided through the Services.

(h) You acknowledge Percy never asserts that any plant is safe to eat, palatable, edible, or "tastes like" anything — even on common obvious cultivars, and any consumption of any plant is at your own risk and not the responsibility of Percy. 

20. Limitations of Liability

IN NO EVENT WILL WE OR 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, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION, AND WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CAUSE OF ACTION. 

CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO 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 TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

21. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, successors, and assigns, 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) Your Data; (2) use or misuse of the Services; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of 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.

22. 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.

23. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

24. California Users and Residents

If you are a resident of California and 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.

25. Miscellaneous

These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. You shall not assign, transfer, delegate or subcontract any of your rights or delegate any of your obligations under these Terms without the prior written consent of Company. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

26. 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:

Serious Name Co LLC

7 Rye Ridge Plaza, #371, Rye Brook, NY 10573-2822Phone: (914) 362-8470

[email protected]