Last Updated: March 2025
Chennchuu Inc., a Delaware C-Corporation ("Jina" or "Company") provides an AI-driven automated testing platform (hereinafter the "Services") that helps engineering teams run end-to-end tests from natural language, identify bugs, and automate QA processes to accelerate development cycles. These Terms of Service ("Terms") govern how you, the customer (hereinafter, "Customer"), use Jina's website and Services. By signing up, creating an account, entering into an Order Form, or accessing and using our website or Services, you signify that you have read, understand, and agree to be bound by these Terms.
If you accept these Terms and are using the website or Services on behalf of another organization or legal entity, you represent and warrant that you are authorized to do so. If you do not have such authority or do not agree to these Terms, you may not access the website or Services.
1.1 Customer may obtain from Company the right to access and use the Services and engage Company to perform related services from time to time during the Term (as defined below), pursuant to these Terms.
1.2 Subject to these Terms, Company will use commercially reasonable efforts to provide Customer the Services. During the Term, and subject to Customer's compliance with these Terms, Company grants a non-sublicensable, non-transferable, limited license to access and use the Services. Company owns all intellectual property rights in and to the website, the Services and Software (as defined below), including but not limited to all patents, trademarks, copyrights, trade secrets, and other proprietary or intellectual property rights related thereto. Customer shall acquire no rights therein other than those limited access rights specifically conferred by these Terms. All configurations, customizations, updates, enhancements and modifications to the Services developed by Company belong solely and exclusively to Company and shall be deemed to be included in the Services.
1.3 As between the parties, Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Company for the performance of the Services. Subject to these Terms, Customer hereby grants to Company a non-exclusive, worldwide, royalty-free, transferable, sublicensable, right to use, copy, store, transmit, modify and display the Customer Data solely to the extent necessary to provide the Services to Customer.
1.4 Subject to these Terms, Company will provide Customer with reasonable technical support services in accordance with our standard support practices.
2.1 Customer may not and may not assist or enable others to: (i) use the Services except as permitted by these Terms; (ii) sell, assign, lease, sublicense, copy, resell, or scrape any part of the Services or otherwise transfer the Services to any third party, in whole or in part, without Company's prior written consent; (iii) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); (iv) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); (v) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (vi) use the Services in a manner that is unlawful or violates the rights of others; (vii) use or permit the use of any tools in order to probe, scan, or attempt to penetrate or benchmark the Services; (viii) remove any proprietary notices or labels from the Software, Services or related documentation; (ix) interfere with or disrupt the integrity, stability, or performance of the Services, Software, Company's servers, or the behavior of other applications using the Services or data contained therein; (x) attempt to gain unauthorized access to the Services, Software or its related systems or networks; (xi) use the Services for competitive analysis or to develop competing products or services; (xii) transmit any viruses, malware, or other harmful materials via the Services; (xiii) copy, distribute, share, or disclose any portion of the Services or related documentation; or (xiv) transmit any Customer Data via the Services that (a) may constitute or contribute to a crime or tort, (b) may create a risk of harm, injury, or emotional distress to any person, or (c) contains any information or content that Company reasonably deems to be unlawful, harmful, abusive, hateful, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, threatening, profane, obscene, or otherwise objectionable.
2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with these Terms and all applicable laws and regulations.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, and files, and for all uses of Customer's account or the Equipment with or without Customer's knowledge or consent, and ensuring that each permitted user shall only use the Services in accordance with these Terms and otherwise agrees to comply with the terms and conditions outlined herein.
3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information"). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services and the Software including any documentation related thereto. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take commercially reasonable precautions to protect such Proprietary Information, but in no event using less precautions than the Receiving Party uses to protect its own confidential information and in any event not less than a reasonable degree of care (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementing Services or support, (c) any ideas, comments or feedback provided by Customer related to the Software or Services, and (d) all intellectual property rights related to (a) through (c) of the foregoing.
3.3 Company utilizes the services of third-party Artificial Intelligence (AI) providers to enhance the performance and functionality of the Services ("Third-Party AI"). This involves the transmission of Customer Data to the Third-Party AI. The Third-Party AI operates solely in real-time to assist in the provision and improvement of the Services and shall not store Customer Data or engage in any training of the AI system using Customer Data or data derived from it. Company maintains zero data retention ("ZDR") agreements with contracted Third-Party AI providers and agrees to maintain ZDR throughout the Term.
4.1 Customer will pay Company the applicable fees described in the Order Form for the Services in accordance with the terms therein (collectively, the "Fees"). If Customer's use of the Services exceeds the Service capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the Terms herein or as outlined in the Order Form), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days' prior notice to Customer (which may be sent by email); however, updated charges and/or Fees shall not go into effect until the Customer's next renewal effective date.
4.2 Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information. Customer hereby agrees to pay all fees and charges assessed to Customer's account hereunder, as invoiced by Company. If Company bills Customer through an invoice, full payment is due within thirty (30) days from the invoice date. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Company reserves the right to charge interest and suspend or terminate the Services and these Terms due to Customer's failure to remit timely payment within five (5) business days after receipt of notice from Company.
5.1 Subject to earlier termination as provided herein, this Agreement is for the initial period specified in the Order Form ("Initial Service Term").
5.2 After the Initial Service Term these Terms shall automatically renew for additional one (1) year periods ("Renewal Term(s)") unless and until a party provides written notice at least ninety (90) days prior to the end of any Initial Service Term or Renewal Term of its intent not to renew these Terms.
5.3 In addition to any other remedies it may have, either party may terminate these Terms upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions herein. In the event of termination by Company hereunder, Customer will pay in full for the Services through the Initial Service Term or any current Renewal Term. In the event of termination by Customer hereunder, Customer shall pay in full for Services received through the effective date of termination. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations and limitations of liability.
5.4 Notwithstanding anything herein to the contrary, and without limiting Company's termination or other rights hereunder, Company reserves the right to suspend or limit Customer's and/or any of its permitted user's access to or use of the Services, or any portion thereof, without liability to Customer: (i) if Customer's use of the Services is in violation of Section 2 (Restrictions and Responsibilities) or (ii) to prevent harm to other customers or third parties or to preserve the security, availability or integrity of the Services. Unless this Agreement has been terminated, Company will restore Customer's access to the Services promptly after Customer has resolved the issue requiring suspension.
6.1 All data is encrypted at rest using AES-256 and in transit using SSL/TLS protocols.
6.2 Strict role-based access controls (RBAC) and multi-factor authentication (MFA) are enforced.
6.3 Customer data is retained only as long as necessary. Customers may request deletion at any time.
7.1 EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.1 Customer shall indemnify, defend, and hold harmless Company and our officers, directors, employees, agents, and affiliates from any claim, action, proceeding, damages, obligation, loss, liability, cost, debt, and expense (including attorneys' fees) arising from or related to any actual or alleged: (a) breach of these Terms; (b) violation of any third-party right, including any right of privacy, intellectual property, or publicity; (c) violation of applicable law; or (d) gross negligence or willful misconduct.
9.2 Company shall defend or settle, at our own option and expense, any suit, claim, action, or proceeding brought against Customer by a third party to the extent based upon (a) a claim that the Services infringe any U.S. copyright or trademark or misappropriate any U.S. trade secret of such third party or (b) our gross negligence or willful misconduct, and will pay such damages or costs as are finally awarded against Customer by a court of competent jurisdiction or are agreed to in a settlement that are attributable to such claim.
Neither party is liable for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) due to events beyond its reasonable control, such as a natural disaster, civil disturbance, act of terrorism or war, strike, lockout, epidemic, interruption or failure by a third-party hosting or Internet provider or utility provider, or governmental action. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
For any questions regarding these Terms, please contact us at support@omlabs.xyz
These Terms shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited, eliminated or replaced with a valid provision to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.