Terms of Service

Welcome to Espa AI, Inc., a Delaware corporation (“Espa,” “we,” “us,” or “our”). The following terms and conditions (these “Terms”) apply to your use of our web-based application and all content, functionality, and services offered through our website and SMS interface (all website content, the offerings, and our application, collectively, our “Service”), whether used as a guest or a registered end-user.

THESE TERMS CONTAIN A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THESE TERMS, YOU AND ESPA AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION.

YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING OUR SERVICE, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THESE TERMS (INCLUDING ITS DISPUTE RESOLUTION TERMS).

Our Service may allow you to connect to or interact with platforms and products provided by other parties. Your use of such third-party platforms shall be subject to a separate agreement between you and each such third party. 

1.  Acceptance of the Terms of Service

By accessing or using the Service, creating an account, or connecting any of your accounts to the Service, you agree to be bound by these Terms and our Privacy Policy (https://espa.ai/privacy), which is incorporated herein by reference. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE PROHIBITED FROM USING THE SERVICE AND MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right to modify these Terms at any time. We will alert you about material changes by updating you via email or through other channels. Your continued use of the Service after changes are posted constitutes your acceptance of the revised Terms. 

The Service is 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 Service.

2.  The Service

Espa is an AI-powered executive assistant designed to help you manage your email, calendar, documents, and day-to-day life and work admin tasks. You interact with Espa through a web-based chat interface and, where enabled, via SMS text. Espa can:

• Read, search, and summarize your email, calendar, and connected documents on your instruction, using real-time queries to your connected accounts;

• Draft messages and propose actions (such as scheduling calendar events) at your explicit direction, subject to your review and approval;

• Connect to supported third-party services, including Google Workspace (Gmail, Google Calendar, Google Drive, Google Docs) and Slack, and other integrations we make available over time;

• Create and maintain personalized memory files (“Memories”) stored in your own file system to build context for your interactions; and

• Assist with scheduling, follow-up reminders, document review, and general productivity tasks.

Espa does not currently offer a standalone mobile application. Text messaging is available through our SMS integration using your existing phone number. The information provided through the Service is not intended for distribution in any jurisdiction where such use would be contrary to law or would subject us to any registration requirement. We reserve the right to modify, add to, or discontinue features of the Service at any time.

3.  Your Account and Registration

You may be required to register an account to use the Service. You agree to keep your password confidential and will be responsible for all use of your account and password. If you become aware of any unauthorized access to or use of your account, you shall promptly notify us and make reasonable efforts to eliminate it. You shall implement appropriate security measures to safeguard access to your account. We are not responsible for any losses resulting from stolen or lost passwords.

You agree to provide accurate, current, and complete registration information and to keep that information up to date. Accounts are personal and may not be shared or transferred. We reserve the right to remove, reclaim, or change any username we determine, in our sole discretion, to be inappropriate, obscene, or otherwise objectionable.

4.  User Representations

By using the Service, you represent and warrant that: (a) all registration information you submit is and will remain true, accurate, current, and complete; (b) you have the legal capacity and agree to comply with these Terms; (c) you are not a minor in the jurisdiction in which you reside; (d) you will not access the Service through automated or non-human means except as expressly permitted; (e) you will not use the Service for any illegal or unauthorized purpose; and (f) your use of the Service 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 current or future use of the Service.

5.  Connected Accounts and OAuth Access

Espa accesses your email, calendar, Google Drive, Google Docs, Slack, and other connected services through industry-standard OAuth authorization. Connecting your Google account via OAuth grants Espa the ability to query your Gmail, Google Calendar, Google Drive, and Google Docs in real time in the same way you would search them yourself. By linking a third-party account, you represent and warrant that you are entitled to grant Espa this access without breaching any agreement governing your use of that account and without obligating us to pay any fees to the applicable provider. You may revoke access permissions at any time through your account settings or directly through the third party’s own settings, which will limit or disable related functionality.

To the extent the Service accesses data through Google APIs or other third-party account APIs, Espa will use that data only to provide and improve user-facing features of the Service that are visible and available to you. Espa will not sell Google user data, use it to serve advertising, retargeting, personalized advertising, or interest-based advertising, use it to determine credit-worthiness or for lending purposes, or transfer it to data brokers, advertising platforms, or information resellers. Espa will transfer such data only as necessary to provide or improve the Service, with your consent where required, for security purposes, to comply with applicable law, or as otherwise permitted by the applicable API provider’s user data policies. Espa will not allow human access to specific messages, files, or other account data except with your affirmative agreement, as necessary for security or abuse investigations, to comply with applicable law, or for aggregated internal operations conducted in accordance with applicable law.

We understand that access to your inbox is sensitive. Espa is designed to minimize its footprint: it queries your accounts in real time at the time of your request rather than building a persistent copy of your data. We do not read, store, or retain the raw content of your emails or messages except as expressly described in Section 6.

Espa will not send emails, messages, calendar invitations, or other communications on your behalf without your explicit approval for each such action. Espa also will not delete, archive, forward, or unsubscribe from emails or messages; create, delete, or modify calendar events; edit, move, or delete files; or take other account-level actions on your behalf unless you expressly approve or direct the specific action. Espa is not authorized to make purchases, complete payments or financial transactions, submit legal filings, enter into contracts, or take other legally or financially binding actions on your behalf unless we expressly enable that functionality and you expressly approve the specific action.

6.  Data Handling: Key Commitments

We take the sensitivity of your data seriously. The following describes our core commitments regarding how your data is handled through the Service. Full details, including retention periods, subprocessor information, and your privacy rights, are set out in our Privacy Policy at https://espa.ai/privacy.

6.1  No Indexing or Storage of Raw Email or Calendar Content.

Espa operates on a real-time retrieval basis. When you instruct Espa to find or process something in your inbox or connected accounts, it queries those accounts directly at the moment of your request. We do not build or maintain a persistent index of your email, calendar entries, messages, or document content on our servers, and we do not store the raw content of your emails or messages.

6.2  Conversation Logs.

In order to provide conversational continuity so that Espa can maintain context across your interactions, we retain a log of the text exchanged between you and Espa. These conversation logs do not contain the raw content of emails, calendar entries, or external documents that Espa may have accessed to formulate a response. Logs are retained for a limited rolling period of approximately seven (7) days and are then automatically deleted. See our Privacy Policy for further details.

6.3  LLM Provider Data Commitments.

Espa uses third-party large language model (LLM) providers to power the AI functionality of the Service. We have entered into contractual agreements with each current LLM provider pursuant to which those providers have agreed not to retain any data processed through their systems, including conversation logs, and not to use your data to train their models. Your data is processed by our LLM providers solely to generate a response to your request and is not stored on their infrastructure. See our Privacy Policy for a current list of our LLM subprocessors.

6.4  Memories.

Espa creates Memories on your behalf to improve the quality and relevance of its assistance over time. Memories are plain-text documents (similar to a personal profile or preference document) that capture things like your communication style, email tone and formality, recurring contacts, and other context that helps Espa produce more personalized work product for you. Memories are stored as files directly in your own connected file system (for example, as a document in your Google Drive), not on Espa’s servers. You retain full ownership and control of your Memories.

Memories are generated by processing your recent interactions and account activity (such as recent outbound emails). Once a Memory is created, the source material used to generate it is discarded. You may view, edit, and delete any Memory at any time through the Espa admin panel. You acknowledge that Memories may contain personal information and that the obligations under our Privacy Policy apply to Memory content.

6.5  Files and Attachments.

When you ask Espa to read or process a file or email attachment, Espa must temporarily upload that file to our systems in order to parse and process its contents. The file is processed, converted to a readable format as needed to fulfill your request, and then deleted from our systems. We do not retain copies of files or attachments beyond the immediate processing session. By asking Espa to process a file or attachment, you authorize us to temporarily access and process its contents, including any sensitive information the file may contain.

6.6  No Training on Your Data.

We do not use your data, including your emails, conversation logs, Memories, or any content accessed through your connected accounts, to train AI models, whether our own or those of our LLM providers.

7.  Third-Party Integrations and Messaging Channels

The Service currently supports integration with Google Workspace (Gmail, Google Calendar, Google Drive, and Google Docs) and Slack, and we expect to add additional integrations over time. Each integration requires your separate OAuth authorization and is subject to the applicable third party’s own terms of service and privacy policy. We are not responsible for the availability, accuracy, or conduct of any third-party service, and integration of a third-party service with Espa does not constitute our endorsement of it.

You are responsible for reviewing and complying with the terms of any third-party service you connect to Espa. Your relationship with any third-party provider remains governed solely by your agreement with that provider. If a third-party service modifies or terminates an integration, related Espa functionality may be limited or discontinued without liability to us.

Messaging Channels.

You may interact with the Service through supported messaging channels and third-party interfaces, including SMS, email, Slack, WhatsApp, iMessage, Telegram, Microsoft Teams, or other channels we make available. Your use of each channel is subject to the applicable provider’s terms, privacy policy, availability, and technical limitations. You authorize Espa to send and receive messages through the channels you enable for purposes of providing the Service, including administrative, task-related, scheduling, reminder, and support messages. Message and data rates may apply. You are responsible for confirming that each channel is appropriate for the information you choose to transmit through it. The Service is not designed for emergency communications or time-critical instructions where failure, delay, or misrouting could result in harm.

8.  Prohibited Activities

You may not access or use the Service for any purpose other than that for which we make it available. As a user, you agree not to:

• Use the Service to process, transmit, or store data in violation of applicable law or the rights of any third party, including privacy laws and intellectual property rights;

• Trick, defraud, or mislead us or other users, including any attempt to obtain sensitive account information such as passwords;

• Circumvent, disable, or otherwise interfere with security-related features of the Service;

• Systematically retrieve data or content from the Service to create or compile a collection, database, or directory without our prior written permission;

• Upload or transmit viruses, Trojan horses, or other material that interferes with the use, features, functions, operation, or maintenance of the Service;

• Engage in any automated use of the Service, including using scripts, data mining tools, robots, or similar data gathering or extraction tools, except as expressly permitted;

• Attempt to bypass any measures designed to prevent or restrict access to the Service;

• Decipher, decompile, disassemble, or reverse engineer any software comprising or making up any part of the Service;

• Use the Service to send unsolicited commercial communications or spam;

• Engage in patterns of usage that are abusive, excessive, or inconsistent with normal individual use, including token usage patterns that suggest resale, sub-licensing, or programmatic abuse of the Service;

• Use the Service in any manner intended to deceive, mislead, or harm any third party, or to harass, abuse, intimidate, or threaten any person;

• Misrepresent your identity, affiliation, or authorization to access another person’s email, calendar, or accounts;

• Use the Service as part of any effort to compete with us or for any revenue-generating endeavor not authorized by us; or

• Make improper use of our support services or submit false reports of abuse or misconduct.

We reserve the right to suspend or terminate your access to the Service if we believe, in our reasonable judgment, that you are violating any of the above, including through token usage patterns that constitute abuse. We may also take appropriate legal action, including reporting conduct to law enforcement authorities.

9.  AI Limitations and Important Disclaimers

9.1  Not Designed for Regulated or High-Risk Uses.

Espa is an administrative productivity tool and is not designed, intended, or certified for use in regulated, high-risk, emergency, or safety-critical environments. The Service is not intended to comply with, and should not be used for purposes subject to, specialized legal or regulatory regimes unless Espa expressly states otherwise in a separate written agreement. This includes, without limitation, healthcare, financial services, insurance, credit, lending, employment, housing, education, biometric identification, legal services, emergency response, or other uses where failure, delay, or inaccurate output could result in legal, financial, physical, reputational, or other material harm.

Espa is not a HIPAA-covered entity or business associate and does not provide a Business Associate Agreement. You must not connect, transmit, upload, or process protected health information (PHI), nonpublic personal information subject to GLBA, payment card data, government identifiers, biometric data, children’s data, or other regulated or highly sensitive information through the Service unless your use is expressly supported by Espa and permitted by applicable law. You are responsible for determining whether the information you make available to the Service is appropriate for processing through the Service and whether your use complies with applicable law and third-party rights.

9.2  AI Errors and Misinterpretation of User Intent.

Espa is powered by artificial intelligence, and AI systems make mistakes. Espa may misinterpret your instructions, generate inaccurate information, fail to complete an action, take an unintended action after your approval, or produce outputs that are incorrect, incomplete, delayed, or unsuitable for your purposes. You are responsible for reviewing any content, recommendation, proposed action, or completed action before relying on it.

Instructions that appear similar may carry very different meanings. For example, “follow up with Joe” and “remind me to follow up with Joe” call for fundamentally different actions; the first may involve sending a message on your behalf, while the second involves creating a reminder for you to act. Espa may not always correctly distinguish between such instructions, particularly where context is ambiguous. You should review all proposed outgoing communications and actions before they are executed, including emails, messages, calendar invitations, calendar edits, reminders, document edits, file changes, email archiving or deletion, unsubscribe actions, and other account-level actions. You are solely responsible for any action taken by Espa at your direction or with your approval.

Espa is an administrative productivity tool. It is not a substitute for professional legal, financial, medical, therapeutic, or other licensed professional advice. Do not rely on Espa for decisions that require the judgment of a licensed professional.

9.3  No Monitoring of Personal Information Disclosures.

Espa does not screen, filter, or monitor the personal information you share with it, the personal information contained in your connected accounts, or the personal information that may appear in any content you ask Espa to process. If you choose to share sensitive personal information with Espa, including information about third parties, you do so at your own risk. We are not responsible for any consequences arising from personal information you share with or expose through the Service. You are solely responsible for determining what information to share and for ensuring that doing so does not violate applicable law or any third-party rights.

9.4  Memory Content and Data Accuracy.

Memories created by Espa are generated automatically from your interactions and connected account activity. While we take steps to ensure that Memories reflect only synthesized context (such as communication style and preferences) rather than raw data, the accuracy and completeness of Memory content is not guaranteed. Espa may generate Memory content that is inaccurate, incomplete, or not reflective of your actual preferences. You are responsible for reviewing your Memories and deleting any content that is inaccurate or that you do not wish to retain.

9.5  Evolving Capabilities.

The Service is under active development. Features, limitations, and the scope of actions Espa can take on your behalf may change over time. We will provide reasonable notice of material changes that affect the actions Espa can take in connection with your connected accounts.

10.  Intellectual Property

We are the owner or licensee of all intellectual property rights in our Service, including all source code, databases, functionality, software, website designs, text, graphics, AI models, and other content (collectively, “Content”), as well as the trademarks, service marks, and logos contained therein (“Marks”). Our Content and Marks are protected by copyright, trademark, and other intellectual property laws in the United States and internationally.

Subject to your compliance with these Terms, we grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your own individual, non-commercial purposes. Except as expressly stated in these Terms, no part of the Service, Content, or Marks may be copied, reproduced, aggregated, republished, encoded, sold, licensed, or otherwise exploited for any commercial purpose without our prior written permission.

You retain ownership of all data, content, and materials you connect to or upload through the Service (“Your Content”). By using the Service, you grant Espa a limited, non-exclusive, royalty-free license to access, process, and use Your Content solely to the extent necessary to provide the Service to you. We do not claim ownership of Your Content and will not use it for any purpose other than providing the Service as set forth in these Terms and our Privacy Policy.

Any breach of these intellectual property provisions constitutes a material breach of these Terms and your right to use the Service will terminate immediately.

11.  Feedback and Submissions

If you send us any questions, comments, suggestions, ideas, feedback, or other information about the Service (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. We shall own such Submissions and may use them for any lawful purpose without acknowledgment or compensation to you. You waive any moral rights in your Submissions and warrant that they are original to you or that you have the necessary rights to make them. Submissions are not treated as confidential.

12.  Fees and Payment

Access to certain features of the Service is subject to the fees set forth on our pricing page at www.espa.ai#pricing or as otherwise agreed in writing. All fees are due in US dollars. We accept payment by Visa, Mastercard, American Express, and other methods as displayed at checkout.

You agree to provide current, complete, and accurate payment information and to update it promptly. If your subscription involves recurring charges, your subscription will continue and renew automatically until you cancel. Before you complete a purchase or free-to-paid conversion, we will disclose the applicable automatic renewal or continuous service terms in a clear and conspicuous manner, including the recurring charges, billing frequency, renewal period, cancellation policy, and how to cancel. By completing the purchase, checking the applicable consent box, or otherwise taking the affirmative action presented at checkout, you authorize us or our payment processor to charge your payment method on a recurring basis until you cancel.

After enrollment, we will provide an acknowledgment that includes the automatic renewal or continuous service terms, cancellation policy, and information about how to cancel in a manner capable of being retained by you. If required by applicable law, we will maintain verification of your affirmative consent, send renewal or annual reminders, provide advance notice of material changes or fee changes, and provide notices relating to free trials, promotional pricing, or initial subscription terms of one year or longer. We reserve the right to change prices at any time upon reasonable notice and to correct pricing errors even after payment has been received, subject to applicable law.

For billing inquiries or disputes, please contact us at help@espa.ai within 30 days of the date of the charge.

13.  Cancellation

All purchases are non-refundable except as required by applicable law or as expressly stated at the time of purchase. You may cancel your subscription at any time through your account settings or by contacting us at help@espa.ai. If you enrolled online, we will make available an online cancellation mechanism through your account settings or another reasonably accessible electronic method. If required by applicable law, you may cancel through the same medium you used to activate the subscription or the same medium in which you customarily interact with us.

Cancellation takes effect at the end of your current paid billing period unless otherwise required by applicable law. We will not obstruct or delay your ability to cancel. We may offer you a discount, retention benefit, or information about the effect of cancellation, but you will remain able to complete cancellation. If you are unsatisfied with the Service, please contact us so we can try to help.

14.  Services Management

We reserve the right, but not the obligation, to: (a) monitor the Service for violations of these Terms; (b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including reporting such user to law enforcement; (c) refuse, restrict access to, limit the availability of, or disable any of your content or features, including where we determine that token usage patterns constitute abuse; (d) remove or disable files and content that are excessive in size or burdensome to our systems; and (e) otherwise manage the Service in a manner designed to protect our rights and property and to facilitate the proper functioning of the Service.

15.  Privacy Policy

We care about data privacy and security. Please review our Privacy Policy at https://espa.ai/privacy, which is incorporated into these Terms by reference. Our Privacy Policy describes in detail how we collect, use, process, retain, and share information in connection with the Service, including information about Memories, conversation logs, our LLM subprocessors, and your data rights. By using the Service, you agree to be bound by our Privacy Policy.

We use commercially reasonable administrative, technical, and organizational safeguards designed to protect information processed through the Service. However, no system, network, or transmission is completely secure, and we do not guarantee that unauthorized access, loss, misuse, disclosure, alteration, or destruction of information will never occur.

The Service is hosted in the United States. If you access the Service from any other region with laws or requirements governing personal data that differ from United States law, by continuing to use the Service you are transferring your data to the United States and expressly consenting to such transfer and processing.

16.  Term and Termination

These Terms remain in full force and effect while you use the Service. 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 SERVICE TO ANY PERSON FOR ANY REASON, INCLUDING FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT IN THESE TERMS OR ANY APPLICABLE LAW.

If we terminate or suspend your account, you are prohibited from re-registering under your own name, a fake or borrowed name, or the name of any third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including civil, criminal, and injunctive redress.

Upon termination, your right to use the Service immediately ceases. We will delete your account data in accordance with our Privacy Policy. Any provision that by its nature should survive termination will survive, including Sections 6, 7, 8, 9, 10, 11, 12 (with respect to amounts accrued before termination), 13 (with respect to cancellation and refund terms), 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, and 26 of these Terms.

17.  Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Service at any time or for any reason in our sole discretion without notice. We cannot guarantee the Service will be available at all times. We may experience hardware, software, or other problems or perform maintenance, resulting in interruptions, delays, or errors. We have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance.

18.  User Data

We will maintain certain data that you transmit to the Service for the purpose of managing the performance of the Service, in accordance with our Privacy Policy. Although we perform regular routine backups of data, you are solely responsible for all data you transmit or that relates to any activity you have undertaken using the Service. You agree that we shall have no liability for any loss or corruption of any such data, and you waive any right of action against us arising from any such loss or corruption.

19.  Dispute Resolution; Binding Arbitration

19.1  Informal Resolution.

Before initiating any formal legal proceeding, you agree to contact Espa at legal@espa.ai with a written description of the dispute, the relief sought, and your contact information. You and Espa will attempt to resolve the dispute informally within 30 days.

19.2  Binding Arbitration. If the parties are unable to resolve a dispute through informal negotiations, the dispute (except those expressly excluded below) will be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules or, where those rules do not apply, its Commercial Arbitration Rules. The arbitration will be conducted before one arbitrator. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms, including the arbitrability of any dispute and any claim that all or any part of these Terms is void or voidable. Your arbitration fees and share of arbitrator compensation shall be governed by the applicable AAA rules. The arbitration may be conducted in person, by phone, online, or by document submission, in San Francisco, California, except as otherwise required by the applicable AAA rules. The arbitrator must follow applicable law, and judgment on the award may be entered in any court of competent jurisdiction.

19.3  Class Action Waiver. YOU AND ESPA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. To the full extent permitted by law: (a) no arbitration shall be joined with any other proceeding; (b) there is no right for any dispute to be arbitrated on a class-action basis; and (c) there is no right for any dispute to be brought in a representative capacity.

19.4  Exceptions to Arbitration. Either party may bring an individual action in small claims court for disputes or claims within the scope of that court’s jurisdiction. Either party may also seek temporary or preliminary injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending completion of arbitration. In addition, disputes seeking to enforce or protect, or concerning the validity of, a party’s intellectual property rights are not subject to binding arbitration.

19.5  Statute of Limitations. Any dispute related to the Service must be commenced within one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, the dispute shall be decided in accordance with the dispute resolution and venue provisions that otherwise apply under these Terms.

20.  Governing Law

These Terms and your use of the Service are governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles. To the extent any matter is not subject to arbitration under Section 19, you and Espa consent to exclusive jurisdiction in the state and federal courts located in the city and county of San Francisco, CA. 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 Terms.

21.  Disclaimer of Warranties 

In addition to the disclaimers set out in Section 9 of these Terms, please note that: 

THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE 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 SERVICE’S CONTENT AND ASSUME NO LIABILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND ANY PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (E) ANY BUGS, VIRUSES, OR SIMILAR HARMFUL COMPONENTS TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF CONTENT MADE AVAILABLE VIA THE SERVICE. 

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SERVICE.

THE SERVICE IS NOT TAILORED TO COMPLY WITH, AND DOES NOT COMPLY WITH, INDUSTRY-SPECIFIC LAWS AND REGULATIONS, INCLUDING THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA), THE HEALTH INFORMATION TECHNOLOGY FOR ECONOMIC AND CLINICAL HEALTH ACT (HITECH), THE FEDERAL INFORMATION SECURITY MANAGEMENT ACT (FISMA), OR THE GRAMM-LEACH-BLILEY ACT (GLBA). IF YOUR USE OF THE SERVICE INVOLVES OR WOULD BE SUBJECT TO ANY SUCH LAW, YOU MAY NOT USE THE SERVICE FOR THAT PURPOSE.

22.  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 SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR ONE HUNDRED DOLLARS ($100.00 USD).

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, and you may have additional rights.

23.  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 third-party claim, loss, damage, liability, or demand, including reasonable attorneys’ fees and expenses, arising out of or relating to: (a) your misuse of the Service or use of the Service in violation of these Terms; (b) content, data, files, messages, or other information you submit, connect, transmit, or make available through the Service; (c) your unauthorized access to, or use of, another person’s account, email, calendar, files, messages, or other information; (d) your violation of applicable law or the rights of any third party, including intellectual property, privacy, publicity, or confidentiality rights; or (e) your fraud, willful misconduct, or harmful act toward another person.

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 with our defense of such claims.

24.  Electronic Communications and Signatures

Visiting the Service, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and agree that all agreements, notices, disclosures, and other communications we provide electronically 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 VIA THE SERVICE. You waive any rights or requirements under any statutes, regulations, or other laws that require an original signature, delivery, or retention of non-electronic records.

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.  General Provisions

Entire Agreement. These Terms, together with our Privacy Policy and any applicable order forms or supplemental terms, constitute the entire agreement between you and Espa with respect to the Service and supersede all prior agreements and understandings on the same subject matter.

Version Control. These Terms supersede any prior version of the Service terms as of the Last Updated date above. If Espa maintains or displays an older version of these Terms in another location, the version linked from the Service sign-up, checkout, or account interface governs your use of the Service unless a later version is expressly posted as operative.

Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision is deemed severable and the remaining provisions continue in full force and effect.

No Waiver. Our failure to exercise or enforce any right or provision of these Terms does not operate as a waiver of that right or provision.

Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction. These Terms bind and inure to the benefit of the parties’ permitted successors and assigns.

No Agency. Nothing in these Terms creates an agency, partnership, joint venture, or employer-employee relationship between you and Espa.

Notices. We may deliver notices to you by email to your registered address, by in-service notification, or by posting on our website, effective on dispatch. Notices from you to Espa must be sent to [INSERT] and are effective upon confirmed receipt.

Force Majeure. We are not liable for any delay or failure in performance resulting from causes beyond our reasonable control, including natural disasters, governmental actions, telecommunications failures, or acts of third-party providers.

Electronic Agreements. You agree that your electronic acceptance of these Terms is legally binding and has the same effect as a written signature. You waive any defenses based on the electronic form of these Terms or the lack of a physical signature.

Corrections. We reserve the right to correct any errors, inaccuracies, or omissions on the Service and to change or update information at any time without prior notice.

Controlling Language. These Terms are written in English. If any translated version conflicts with the English version, the English version controls.

27.  Contact Us

In order to resolve a complaint regarding the Service or to receive further information, please contact us at:

Espa Labs, Inc.

Email: help@espa.ai

Website: https://espa.ai