Terms of Service
This End User Terms of Service (the “Terms”) is a binding agreement between you (”End User” or “you”) and Transfer Technologies Corp. (“TransferAI”). These Terms govern your use of any TransferAI websites available at www.usetransfer.ai or any other customized transfer.ai site related to enterprise use of our Services (collectively, the “Site”) and TransferAI’s offering of an AI-powered software solution that allows for the acceleration of technical operations’ workflows within the life sciences industry through a subscription and related professional services (together with the Site, the “Services”). The Services are licensed, not sold, to you. Services you have access to are limited to those set forth in a proposal or similar ordering document signed or electronically accepted between an entity which you are an authorized user under an entity subscription (each a “Customer”) that is subject to our Master Services Agreement or similar governing document between us and our Customer (“MSA”) (each a “Proposal”). You acknowledge that if you are utilizing this Service through an entity that has entered into a Proposal with TransferAI as an Authorized User (defined in our MSA) your use of the Services is subject to the terms of the MSA as an Authorized User thereunder.
BY CLICKING THE BOX TO INDICATE ACCEPTANCE, BY USING THE SITE, ELECTRONICALLY ACCEPTING OR SIGNING A PROPOSAL, OR OTHERWISE USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS AND THE TRANSFERAI PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE AND CEASE USE OF THE SERVICES.
License Grant.
Subject to these Terms, TransferAI grants you a limited, non-exclusive, and nontransferable license to use the Site for your personal, non-commercial use on devices owned or otherwise controlled by you strictly in accordance with these Terms. Subject to your compliance with these Terms, TransferAI hereby grants you a non-exclusive, non-transferable, non-sublicensable license to use the Services and Documentation, solely to utilize the Services, strictly in accordance with these Terms. Although not all TransferAI Materials are licensed nor made available to you under these Terms, any use of TransferAI Materials (such as the Services, Site or Documentation) is strictly subject to these Terms. In these Terms, the list of terms below are defined as follows:
“TransferAI Materials” means the Services, TransferAI Systems, Workflow Customizations, Training Data, Feedback, and Documentation for the Subscription Services, 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 TransferAI or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or TransferAI Systems. For the avoidance of doubt, TransferAI Materials include Resultant Data but do not include Your Data.
“TransferAI Systems” means the information technology infrastructure used by or on behalf of TransferAI in performing the Services, including all computers, software, hardware, databases, models, AI Technology, electronic systems (including database management systems), and networks, whether operated directly by TransferAI or through the use of third-party services.
“Workflow Customizations” means any and all modifications, enhancements, refinements, adaptations, customizations, and derivative works of the Subscription Services or any AI Features, including all platform-level configurations, orchestration frameworks, AI Feature logic, agentic workflow frameworks, prompt architecture, created or developed by TransferAI or You.
“Documentation” means all user manuals, instructions, guides, model cards, and other specifications and technical materials, in any form or media, relating to the Subscription Services and provided or made available by TransferAI as of the effective date of the applicable Proposal and any updates thereto, provided that such updates do not materially diminish or degrade the description, features, or functions of the Subscription Services.
“Subscription Services” means the AI platform offering(s) that allows for the acceleration of technical operations’ workflows within the life sciences industry as further described in any Proposal, including any AI Features or APIs, and all derivatives thereof.
“Resultant Data” means data, including Your Data, only in an aggregate and anonymized manner solely 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 Subscription Services by or on behalf of Customer, including for processing, (b) provided, transferred, or made available to TransferAI or its subcontractors or representatives by or on behalf of Customer, including for processing by or through the Subscription Services, or (c) collected, downloaded, or otherwise received by TransferAI or the Subscription Services for or on behalf of Customer. Except for Resultant Data or any other TransferAI 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 AI Inputs, AI Outputs (defined herein), and your personal information.
“AI 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.
“AI Outputs” means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI 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 Subscription 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, and technology, in any form or media, in which any person other than you or TransferAI owns any intellectual property right.
“Training Data” means the Resultant Data and any and all information, data, materials, text, prompts, images, and other content that has been anonymized and de-identified in accordance with industry standards and that is used to train, validate, test, retrain, or improve any AI Feature or AI Technology incorporated into or used with, in connection with, or in support of, the Services.
“Feedback” means any, in any form or medium, communications, information, material, concept, idea, suggestion, recommendation, additions, subject matter, invention, improvement, discovery, method, development, works, derivative, enhancement, modification, or similar of TransferAI’s Services or TransferAI Materials, including any new feature or functionality thereof, received, derived, created, made, conceived, or reduced to practice, directly or indirectly, from your use thereof.
2. Modification to these Terms and the Services.
TransferAI may, at its sole discretion, change these Terms, including the TransferAI Privacy Policy, from time to time. If changes occur, we will notify you by email to the email affiliated with your account. Updated versions will never apply retroactively and will give the date they go into effect. We recommend that you check the Terms and Privacy Policy periodically for changes. Your continued use of the Services following the posting of any changes to the Terms means you accept those new terms.
Additionally, TransferAI reserves the right to modify, suspend, or discontinue the Services, whether temporarily or permanently at any time for any reason. You agree that TransferAI shall not be liable to you for any modification, suspension, or discontinuation of the Services. Some modifications may require updates to Site in order to continue to use the Services. TransferAI may also impose limits on certain features and services, restrict your access to parts or all of the Services, and suspend or terminate users without notice or liability.
3. Communications
You consent to accept and receive communications from us, including e-mail. You may opt-out of receiving marketing communications by following the unsubscribe options we provide to you but some transactional messages are deemed to be part of the Services.
4. TransferAI Account
You may access the Site without registering for an account, but as a condition of using certain aspects of the Services, including storage and transfer capabilities when accessing the Services as a Customer, you are required to create a TransferAI account (an “Account”).
You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your devices and you hereby agree to accept responsibility for all activities, charges, and damages that occur under your Account. If you discover any unauthorized use of your Account, or other known account-related security breach, you must report it to TransferAI immediately. You agree that you are responsible for anything that happens through your Account. TransferAI cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
5. Payment.
While we may offer access to the Site and/or portions of the Services for free, we do charge for certain features of the Services through agreements with our customers via a Master Service Agreement or similar form of documentation. TransferAI does not charge individual users for Visitors of our Site, but do charge Customers for access to our Services in order for Customers or their Authorized Users to access and use such Services. Such payment terms will be set forth in the applicable MSA between TransferAI and the Customer.
6. License Restrictions.
You shall not:
(a) use the Services in any way to monitor or evaluate the availability, performance or functionality of the Services for any competitive purpose, or perform or assist any other party to perform any benchmarking on the Services;
(b) use the Services for any illegal purpose, or in violation of any local, state, national, or international law;
(c) copy any portion of the Services, except as expressly permitted by this license;
(d) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
(g) rent, lease, lend, sell, sublicense, otherwise make available the Services, or any features or functionality of the Services, to any third party for any commercial reason, including by making the Site available on a network where it is capable of being accessed by more than one device at any time;
(h) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services;
(i) directly or indirectly take any action that imposes or may impose (as determined by TransferAI in its sole discretion) an unreasonable or disproportionately large load on TransferAI or its third-party providers’ infrastructure; interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; run Mail list, Listserv, or any form of auto-responder or “spam” on the Services; or use manual or automated software, devices, or other processes to scrape any page of the Services; or
(j) create a false identity on the Services, misrepresent your identity, impersonate any person, create a profile for anyone other than you, or use or attempt to use another account.
If for any reason, TransferAI determines that you have failed to follow these rules, we reserve the right to prohibit any and all current or future use of the Services by you. If we have reason to suspect, or learn that anyone is violating these Terms, we may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.
7. Reservation of Rights.
You acknowledge and agree that the Services, including the Site, are provided under license, and not sold, to you. You do not acquire any right, title, ownership interest or any Intellectual Property Rights in the Services or any other TransferAI Materials or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise, other than to use the Site and Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. All right, title, and interest in and to the Services, the TransferAI Materials, and the Third-Party Materials are and will remain with TransferAI and the respective rights holders in the Third-Party Materials. As between you and TransferAI, you will remain the sole and exclusive owner of all right, title, and interest in and to all of Your Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted to TransferAI under these Terms.
8. Intellectual Property Rights
Excluding your (or your company’s rights as a Customer if your use of the Service is subject to our MSA, as applicable) rights in and to the Your Data, all right, title, and interest in and to the TransferAI Materials, including any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights”) therein, are and will remain with TransferAI and, with respect to Third-Party Materials, the applicable third-party.
You have no right, license, or authorization with respect to any of the TransferAI Materials except as expressly set forth in these Terms or the applicable third-party license to Third-Party Materials, in each case subject to any Use Restrictions. All other rights in and to the TransferAI Materials are expressly reserved by TransferAI. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to TransferAI an assignment of all right, title, and interest in and to the Workflow Customizations, Resultant Data, Feedback, and Training Data, including all Intellectual Property Rights relating thereto.
TransferAI does not use Your Data to train, fine-tune, or otherwise improve any large language model or AI model, nor does TransferAI 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. TransferAI contractually requires such third-party providers to comply with this restriction. This obligation survives termination or expiration of these Terms.
9. Content and User Content
Through the Services, or via other users, TransferAI may make accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, campaigns, other material and information, and associated trademarks and copyrightable works (collectively, “Content”). You have no rights in or to the Content other than as permitted herein to use or access the Services.
10. Collection and Use of Your Information.
You acknowledge that when you use the Site, TransferAI uses automatic means (including, for example, cookies and web beacons) to collect information about your device and about your use of the Services. You also may be required to provide certain information about yourself as a condition to use the Services or certain features or functionalities. All information we collect through or in connection with these Terms is subject to the TransferAI Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the TransferAI Privacy Policy.
11. Geographic Restrictions.
The Services are based in the United States and provided for access and use primarily by persons located in the United States. You acknowledge that you shall not access the Services outside of the Territory defined in that MSA between TransferAI and the Customer. Any visitor of the Site agrees not to access or use the Site in any territory outside of the United States. You acknowledge that you may not be able to access all or some of the Services or Site 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 local laws.
12. Updates.
TransferAI may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features for the Site (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that TransferAI has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree that all Updates will be deemed part of the Site and be subject to all terms and conditions of these Terms.
13. Third-Party Materials.
The Services may display, include, or make available Third-Party Materials. For purposes of these Terms, such Third-Party Materials may be subject to their own terms and conditions. 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 TransferAI 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 include software components that are subject to an open-source license agreement, which may include software available under certain open-source operating systems, software licenses, or any other license that is approved by the Open-Source Initiative (“Open-Source Components”). 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 Open-Source Components. A list of Open-Source Components and AI Technologies which TransferAI may make available through the Service and information related thereto are those Open-Source Components is available in TransferAI’s Supplemental Terms. You acknowledge and agree that TransferAI is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. TransferAI 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 TransferAI such Third-Party Materials and access thereto.
14. Term and Termination.
The term of these Terms commences when you acknowledge your acceptance and will continue in effect until terminated by you or TransferAI as set forth in this section, or upon the expiration or earlier termination of the MSA if your use is subject thereto. We may suspend or cancel your Account without notice to you for any reason or no reason at all, including but not limited to if you violate these Terms, you create risk or possible legal exposure for us, your account should be removed due to unlawful conduct, or our provision of the Services to you is no longer commercially viable. TransferAI reserves the right to remove your Account information along with any Account settings from our servers with NO liability or further notice to you. Upon termination of your Account your license to use TransferAI’s Services terminates.
15. Warranties, Disclaimers, and User Acknowledgements.
User represents, warrants, and covenants to TransferAI that it owns or otherwise has and will have the necessary rights and consents in and relating to Your Data, including but not limited to any data not proprietary to you such as client data, data protected by attorney-client privilege, and other information of any third party provided by User, so that, as received by TransferAI and processed in accordance with these Terms, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable law.
THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TRANSFERAI, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TRANSFERAI PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES 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. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
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 AI Outputs generated are appropriate for the intended use case. This is not the responsibility of TransferAI or any provider of Third-Party Materials, nor shall TransferAI 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; and that the Services are not 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 TransferAI’s views. You must use discretion before relying on, publishing, or otherwise using any AI 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 AI 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 TransferAI’s 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.
16. Limitation of Liability.
IN NO EVENT SHALL TRANSFERAI, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR ANY DIRECT DAMAGES WHATSOEVER ($0.00). TO THE EXTENT IN A FINAL JUDGEMENT UNDER THE ARBITRATION PROCEDURES OUTLINED HEREIN FINDS THESE LIMITS UNENFORCEABLE, TRANSFERAI’S LIABILITY, INCLUDING BUT NOT LIMITED TO THE EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES AND ITS LIMIT ON ANY DIRECT DAMAGES, WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, TRANSFERAI’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
17. Indemnification.
You agree to indemnify, defend, and hold harmless TransferAI and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Services or your breach of these Terms.
18. Severability.
If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.
19. US Government Rights.
The Services are a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
20. Governing Law. These Terms are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule.
21. Dispute Resolution.
(a) Any dispute arising out of, or related to this contract or the breach thereof (“Dispute”), shall first be attempted to be settled by direct discussions between the Parties.
(b) If the Dispute is not resolved within thirty (30) days from the date that either Party first notifies the other Party of the Dispute in writing, then the Dispute shall be fully and finally be settled by binding arbitration before the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in force (“Arbitration”).
(c) All Disputes shall be heard by a single arbitrator, unless the amount of the claim(s) or counterclaim(s) exceeds five million dollars ($5,000,000.00) in the aggregate, in which case the dispute shall be heard by a panel of three arbitrators.
(d) The place of arbitration shall be Austin, Texas, USA. The arbitrator(s) will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute.
(e) The arbitrator(s) shall award to the prevailing Party, if any, as determined by the arbitrators, all of their costs and fees. 'Costs and fees' mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees.
(f) 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.
(g) Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
22. Entire Agreement.
These Terms, our Privacy Policy, and any statements or rules on the Services on your date of access constitute the entire agreement between you and TransferAI with respect to the Site and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Site.
23. Class Action Waiver. 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. You expressly waive your right to file a class action or seek relief on a class basis. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST TRANSFERAI ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
24. Waiver.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other agreement, these Terms shall govern.
25. Contact.
If you have any questions regarding these Terms, please contact us at support@usetransfer.ai
Last Update: March 2026
