Terms of Service
Terms of Use
SALING Club Terms of Use
1. Introduction
Welcome and thank you for downloading SALING Club’s App. PromptMinutes summarizes your audio transcription using AI. Record your meetings, transcribe the audio, and get a summary of the meeting. It is that simple. By default PromptMinutes is for Common Interest Developments and it publishes meeting minutes in accordance with California’s Davis Stirling Act. You can override this by inputting your own prompt in the ‘action’ view, and recording a meeting of your choice.
2. Eligibility
YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF TO THE SALING CLUB PLATFORM TERMS. IF, AT ANY TIME, YOU DO NOT AGREE TO THESE PLATFORM TERMS, THEN YOU ARE NO LONGER GRANTED A LICENSE TO USE THE PLATFORM OR SERVICE, AND MUST DISCONTINUE ALL USES IMMEDIATELY. YOU MUST BE 18 YEARS OR OLDER TO USE THE APP. YOU MAY USE THE APP IF YOU ARE BETWEEN 13 AND 18 YEARS OLD IF SUPERVISED BY A GUARDIAN 18 YEARS OR OLDER. IF YOU ARE USING THE PLATFORM OR SERVICE ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION"), THEN YOU REPRESENT AND WARRANT THAT YOU: (A) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE PLATFORM TERMS; (B) HAVE READ AND UNDERSTAND THESE PLATFORM TERMS; AND (C) AGREE TO THESE PLATFORM TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.
3. Conditions of Use; Account Creation
To access and use the Platform as a Seller or as a Buyer, you do not have to create an account (an "Account"). You are identified by your DEVICE ID as permitted and within the scope of Apple’s terms of services.
You are solely responsible for maintaining the confidentiality of any credentials, including unique API keys, provided by SALING CLUB to you ("Credentials"). You may only access your Account with the Credentials provided to you by SALING CLUB and you will be fully responsible and liable for all activities that occur through the use of your Credentials. You agree to notify SALING CLUB immediately if you discover or suspect any unauthorized use of your Credentials, or any other breach of security with respect to your account on the Service. SALING CLUB will not be liable for any losses, damages or claims arising from authorized or unauthorized use of your Credentials.
All information collected by SALING CLUB during your use of Platform and Service will be used in accordance with the SALING CLUB Privacy Policy. Any information collected by you about any user who engages with the Platform or Service (a "SALING CLUB User") must be handled in a manner consistent with the SALING CLUB Privacy Policy.
4. Limitations
You agree that: You Will:
a. at all times comply with these Platform Terms as well as the SALING CLUB Policies and all other terms governing your use of the Platform and Service;
b. implement and observe standards of privacy and confidentiality for the collection, use and sharing of any data related to any user of the Service that are at least as stringent and user-favorable as the standards set forth in the SALING CLUB Privacy Policy;
c. use your own API key you get from OpenAI to ‘refill’ minutes upon expiration of the initial allowance.
You Will Not:
a. use the Platform or Service in any manner that is competitive to SALING CLUB or the Service, including in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to SALING CLUB’s products and services, in our sole discretion;
b. modify, adapt, translate, decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the Platform or Service, or attempt to do any of the foregoing;
c. obtain access to the Platform or Service without all necessary authorization;
d. include any viruses, worms, Trojan horses or any other harmful code that could, in SALING CLUB sole discretion, affect the Platform or the Service;
e. copy, distribute, reproduce, sell, resell, lend, lease, rent, use, allow access to, or otherwise commercialize or monetize the Platform, Service or SALING CLUB Content;
f. aggregate the SALING CLUB Content (including metadata) to create databases, or any other compilations of Platform content or SALING CLUB Content, or use the SALING CLUB Content to populate any other sites, applications or services other than Your Application;
g. suggest or imply any endorsement or approval of Your Application or any advertising or third party content contained in Your Application by SALING CLUB;
h. interfere or attempt to interfere in any manner with the proper functioning of the Platform or Service;
i. circumvent any territorial filtering imposed by SALING CLUB;
j. use the Platform or Service for any illegal or unauthorized purpose, including the violation or misappropriation any third party's privacy or publicity rights, intellectual property rights or other proprietary rights;
k. collect, cache or store SALING CLUB passwords of SALING CLUB Users using Your Application or any other SALING CLUB Content, except for local caching of metadata for up to 24 hours;
l. access or use or attempt to access or use any data or content from any SALING CLUB User that you do not have proper authorization to access or use;
m. send messages to or communicate with a SALING CLUB User unless such User expressly consents to such communication;
n. request, collect, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any SALING CLUB Users, or to proxy authentication credentials for any SALING CLUB Users for the purposes of automating logins to the Platform without adding material additional features or functionality;
o. remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing in the Platform, whether of SALING CLUB or any other third party;
p. access any undocumented feature of the Platform or Service, or use any documented feature of the Platform or Service other than for its intended purpose;
q. impose or purport to impose any obligation on any person, or grant or purport to grant any right, power or authority to yourself or any other person, that would be inconsistent with these Platform Terms, and you agree that any such obligation, right, power or authority purportedly imposed or granted shall be null and void;
r. attempt to conceal your identity or Your Application's identity when requesting authorization to use the Platform or Service or use any Credentials other than your own or use any Credentials after your authorization has been revoked by SALING CLUB;
s. use the Platform in a manner that adversely impacts the stability of SALING CLUB's servers or the Service or adversely impacts the behavior of other applications using the Platform or Service, in SALING CLUB’s sole determination;
t. use the Platform for the purpose of collecting personally identifiable information of any SALING CLUB’s User without such SALING CLUB User's permission;
u. use the Platform or Service in such a way that knowingly harms, misuses, or brings into disrepute SALING CLUB or SALING CLUB’s brands, trademarks, logos or names;
v. distribute any application online through one or more website(s) that is/are in any way similar to the Platform or Service or use the SALING CLUB trademarks, or words confusingly similar or describing SALING CLUB's products or services, as the registered URL for your website(s), except as expressly approved in writing by SALING CLUB; and
w. use an unreasonable amount of bandwidth, storage or processing power as determined by SALING CLUB in its sole discretion, or use the Platform or Service in a manner that exceeds the quota limitations set forth herein;
x. do any of the following: (i) facilitate and/or promote illegal activity, including, without limitation, any activity that is fraudulent, such as engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for misleading purposes, (ii) depict sexually explicit images, (iii) promote violence and/or discrimination, (iv) incorporate any materials, or encourage or endorse users to post or upload any materials, that infringe or assist others to infringe on any intellectual property right, (v) engage in the endorsement of political positions, political candidates or religious causes, (vi) engage in the sale or advertisement of pornography, or firearms , (vii) engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or generally-accepted advertising industry guidelines, and (viii) engage in any activity that is malicious or harmful to any person or entity, including an activity that may be libelous or defamatory, or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation, age or any other protected class pursuant to U.S. federal or any state laws.
y. as determined by SALING CLUB in its sole discretion, reasonably be capable of misleading a user into believing that he or she is interacting directly with the Platform or Service when interacting with Your Application.
z. use the Platform or Service to investigate, track or surveil SALING CLUB Users, or to obtain information on SALING CLUB Users, information on SALING CLUB Users, in a manner that would require valid legal process.
6. Ownership
As between you and SALING CLUB, you acknowledge that SALING CLUB owns all right, title, and interest in the Platform and Service. All rights not expressly granted hereunder are reserved by SALING CLUB. Except for the limited licenses expressly granted
herein, these Platform Terms grant you no right, title, or interest in any intellectual property owned or licensed by SALING CLUB, including (but not limited to) the Platform, the Service, SALING CLUB Content, and SALING CLUB trademarks. Any rights granted hereunder are granted solely to you and not, by implication or otherwise, to any parent, subsidiary, or affiliate of you.
As between you and SALING CLUB, you own Your Application (subject to the below and SALING CLUB's underlying rights in the Platform and Service). You are solely responsible for all costs incurred by you in the creation of Your Application.
You acknowledge and agree that SALING CLUB and other Platform Developers may independently develop other applications through their use of the Platform or Service or otherwise which are identical or similar to Your Application in function, code or other characteristics. You agree that You will have no ownership or intellectual property rights in such applications. By submitting or otherwise making available an application that uses the Platform or Service, you acknowledge and agree that Your Application and/or its functionality may be replicated, imitated or otherwise duplicative with other applications or functionality developed by SALING CLUB or third parties.
7. Usage and Quotas
SALING CLUB may limit the number or nature of network calls that Your Application may make with the Platform and Service in SALING CLUB's sole discretion. SALING CLUB may change such usage limits at any time with or without notice. Without limiting any of its rights under the SALING CLUB Policies, and these Platform Terms, SALING CLUB may use technical means to prevent over-use and/or stop use of the Platform or Service if Your Application exceeds usage limitations.
8. Attribution
You must provide attribution to SALING CLUB when you use the Platform and Service in connection with Your Application. The attribution must be in a manner consistent SALING CLUB's API Guidelines (which may be communicated to you in writing from time to time).
You shall place the following notice prominently in the "Help" or "About" section (or similar) of Your Application: "This product uses the SALING CLUB Platform but is not endorsed, certified, or otherwise approved by SALING CLUB."
Apart from providing attribution as expressly described in this Section, you shall not use the name "SALING CLUB" in any way, including, but not limited to, in the hostname of your application (i.e. SALING CLUB.domain.com) without prior express written permission from SALING CLUB. If you do receive permission to use the name, marks or logos of SALING CLUB, you must not use them in any manner that creates a false suggestion, either directly or indirectly, that Your Application is sponsored by SALING CLUB or an "official" SALING CLUB application. In addition, you must not use the name of SALING CLUB in any way that takes unfair advantage of SALING CLUB's goodwill or is likely to cause consumer confusion.
9. Termination
Your license to the Platform and Service under these Platform Terms continues until terminated by yourself or SALING CLUB. You may terminate the license at any time by discontinuing use of the Platform and deleting all copies of the Platform and Service materials. SALING CLUB may terminate the license without liability at any time for any reason, with or without notice. Additionally, your rights to use the Platform and Service may be terminated immediately if you violate any of the terms and conditions herein. Upon expiration or termination of the license granted herein, you will discontinue any and all use of the Platform and Service.
10. Support and Modifications
SALING CLUB may elect to provide you with support or modifications for the Platform (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. SALING CLUB may change, suspend, or discontinue any aspect of the Platform or Service at any time, including the availability of any Platform or Service functionality. SALING CLUB may also impose limits on certain features and services or restrict your access to parts or all of the Platform or Service without notice or liability. SALING CLUB shall have no liability to you for any changes in or discontinuation of the Platform, Service, or any Support.
11. Fees; Taxes
SALING CLUB reserves the right to charge a fee for using the Platform and Service in its sole discretion. You do not have an obligation to continue using the Platform or Service should SALING CLUB exercise its right to charge a fee. All fees are exclusive of applicable taxes (e.g., sales, use, or value-added tax), unless otherwise stated, and you are solely responsible for the payment of any such taxes that may be imposed on your use of the Platform or Service. SALING CLUB will provide you with notice prior to the imposition of any fees and you will have the opportunity to terminate your use of the Platform and Service prior to being subject to the payment of any fees.
12. Representations and Warranties
You hereby represent and warrant that:
a. You will at all times comply with these Platform Terms, the SALING CLUB Terms of Use, the SALING CLUB Privacy Policy, and all other terms governing your use of the Platform and Service; b. You have the right to distribute, or otherwise make available, Your Application to your end users, and the operation of Your Application will at all times comply with Your Application's terms of service and privacy policy and does not and will not infringe the rights of any third party; c. Your Application will comply with all applicable local, state, national and international laws and regulations, including, without limitation, copyright and other laws protecting proprietary rights, and all applicable export control laws and regulations and country-specific economic sanctions implemented by the United States Office of Foreign Assets Control; d. If Your Application involves payment or account information, you will comply with all rules and regulations of any applicable payment network or association, including, but not limited to, any widely-adopted industry standards for credit card or other payment information and protection of personally identifiable information; and e. You will provide any information and/or other materials related to Your Applications requested by SALING CLUB from time to time to verify your compliance with these Platform Terms.
13. Indemnification
You hereby agree to indemnify, defend, and hold harmless SALING CLUB and its employees, directors, agents and representatives, from any liability, loss or claim arising out of or relating to: (a) your breach or alleged breach of these Platform Terms; (b) your use of or interaction with the Platform or Service other than as expressly permitted herein; (c) Your Application or business; (d) your violation of any law, treaty, regulation or other governmental order; or (e) your violation of the intellectual, proprietary or other rights of any third parties. You will control the defense and settlement of any claim subject to indemnification by you hereunder, provided that SALING CLUB may at any time elect to take over control of the defense and settlement of any claim. You may not settle any such claim without SALING CLUB's prior written consent.
14. Disclaimer; Limitation of Liability
SALING CLUB does not warrant that the Platform, Service, SALING CLUB Content, or any data, or any other information offered on or through the Platform will be uninterrupted, accurate, or free of errors, viruses or other harmful components and does not warrant that any of the foregoing shall be corrected. SALING CLUB is not responsible for the conduct of any SALING CLUB User.
THE PLATFORM AND SERVICE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SALING CLUB, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SALING CLUB, OR ANYONE ACTING ON BEHALF OF SALING CLUB, OR THROUGH THE PLATFORM OR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU UNDERSTAND AND AGREE THAT YOU ACCESS, DOWNLOAD OR USE THE PLATFORM OR SERVICE AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING ANY COMPUTER SYSTEMS USED IN CONJUNCTION WITH THE SERVICE AND THE PLATFORM) OR LOSS OF DATA THAT RESULTS FROM ACCESSING, DOWNLOADING OR USING THE SERVICE AND PLATFORM.
UNDER NO CIRCUMSTANCES WILL SALING CLUB BE LIABLE TO YOU FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SALING CLUB WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE PLATFORM TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
YOU EXPRESSLY ACKNOWLEGE THAT AS USED IN THIS SECTION, THE TERM SALING CLUB INCLUDES SALING CLUB'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
You acknowledge that the limitations and exclusions contained in this Section and elsewhere in these Platform Terms are a condition precedent to SALING CLUB granting you the license herein. You further acknowledge and agree that SALING CLUB would not be able to provide you with access to the Platform or Service without the limitation of liability set forth in these Platform Terms. Without limiting the generality of the foregoing, you and SALING CLUB acknowledge and agree that (a) the provisions hereof that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies will be severable and independent of any other provisions and will be enforced as such, regardless of any breach or other occurrence, and (b) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective, and enforceable in accordance with their respective terms, even under circumstances that cause any exclusive remedy under this Agreement to fail of its essential purpose.
15. Arbitration
*You and We agree that any legal disputes or claims arising out of or related to these Platform Terms or the SALING CLUB API (including but not limited to the use of the SALING CLUB Platform and/or the Services, or the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in the state in which the Agreement was performed. The arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules (a copy of which can be obtained here), or as otherwise mutually agreed by you and we. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be brought within the time required by applicable law. You and we agree that any claim, action or proceeding arising out of or related to the Agreement must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative, collective, or class proceeding.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND SALING CLUB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.*
16. General
These Platform Terms and any arbitration arising from disputes under these Platform Terms shall be governed by the laws of the state of California without regard for its conflict of laws principles. All claims arising out of or relating to these Platform Terms will be brought exclusively in the federal or state courts of California, USA, and you consent to jurisdiction in those courts. You may not transfer or assign these Platform Terms or any of the rights or licenses granted under these Platform Terms, without the prior written consent of SALING CLUB. Any attempted transfer in violation of the foregoing is void. SALING CLUB may freely assign these Platform Terms at any time with or without notice. The parties are independent contractors with respect to each other. These Platform Terms do not constitute and may not be construed as constituting a partnership or joint venture between you and SALING CLUB, or an employee-employer relationship. The failure of SALING CLUB to exercise or enforce any right or provision of these Platform Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Platform Terms will be effective only if in writing and signed by SALING CLUB. If any provision of these Platform Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Platform Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions. Upon termination of these Platform Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.