Reflective Terms of Service

These Reflective Terms of Service (“Terms”) govern the use of our website, applications, and services (the “Services”) provided by Reflective Inc. (“Reflective,” “we” or “us”). The Services include, but are not limited to, the website and software available at https://www.reflective.org. Please read these Terms carefully before using the Services. Our Privacy Policy explains how we collect and use your information (available at https://www.reflective.org/privacy-policy). By using our Services, you’re agreeing to be bound by these Terms and our Privacy Policy (together the “Reflective Terms”).

1. Use of the Services
   1. Compliance. Subject to your compliance with the Reflective Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws, the Reflective Terms and any documentation or instructions provided by Reflective to you (including, for the avoidance of doubt, the Reflective Cloud documentation). You must be at least 18 years old to use the Services. You may not use our Services for any illegal, harmful, or abusive activity. The Services are only intended for use in relation to Solar Radiation Modification (SRM) research. For example, you are prohibited from:
      1. Using our Services in a way that infringes, misappropriates or violates anyone’s rights.
      2. Modifying, copying, leasing, selling or distributing any of our Services without appropriate citation.
      3. Automatically or programmatically extracting data or information.
      4. Interfering with or disrupting our Services, including circumventing any rate limits or restrictions or bypassing any protective measures or safety mitigations we put on our Services.
   2. Input. You may provide input to the Services (“Input”). You are responsible for Input, including ensuring that it does not violate any applicable law or the Reflective Terms. You represent and warrant that you have all rights, licences, and permissions needed to provide Input to our Services. You hereby grant Reflective a fully paid-up, worldwide, non-exclusive, royalty free, irrevocable license to use the Input to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.
   3. Logged-in Services. You must provide accurate and up-to-date account information. You are responsible for all activities that occur under your account. You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services.
      
      
2. Services Content.
   1. Third-Party Services. The Services may include integration with third party software, products, or services, (“Third Party Services”), and some parts of our Services may include output from those services (“Third Party Output”). Third Party Services and Third Party Output may be subject to their own terms, and we are not responsible for them.
   2. Software. Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure you’re using the latest version. Our software may include open source software that is governed by its own licences (including open source licences that we make available on request to legal@reflective.org).
   3. Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in anything generated by the Services in relation to the Input (the “Output”) that does not accurately reflect real people, places, or facts.

When you use our Services you understand and agree:

1. Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information.
2. You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
3. You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
4. Our Services may provide incomplete, incorrect, or offensive Output that does not represent Reflective’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with Reflective.
5. Organization. If you use our services as part of an organization (“Organization”), you or your Organization may have entered into an agreement with Reflective for the use of the Services (the “Service Agreement”). Your use of the Services is Reflective governed by the Service Agreement, as well as any terms and conditions or policies set by your Organization, and your relationship with your Organization. If your relationship with your Organization terminates, your access to the Services may also be terminated.
6. Intellectual Property Rights.
   1. Services. Reflective owns all rights, title, and interest in and to the Services and Output, unless otherwise stated in the Services or documentation provided to you by Reflective. Reflective hereby grants you a non-exclusive license to the Services and Output.
   2. Feedback. Reflective appreciates feedback, and you grant Reflective a fully paid-up, worldwide, non-exclusive, royalty free, irrevocable licence to use any feedback or suggestions without restriction or compensation.
   3. Third party infringement. If you believe that your intellectual property rights have been infringed, please send notice to the address below or fill out this form. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers. Reflective Inc.legal@reflective.org Attn: Legal / Copyright

Written claims concerning copyright infringement must include the following information: a physical or electronic signature of the person authorised to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed upon; a description of where the allegedly infringing material is located on our site so we can find it; your address, telephone number, and e-mail address; a statement by you that you have a good-faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law; and a statement by you, that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorised to act on the copyright owner’s behalf.

1. Access. You’re free to stop using our Services at any time. Reflective may suspend or terminate your access to the Services at any time. We may decide to discontinue our Services.
2. Liability.
   1. AS IS. THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER YOU NOR Reflective AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA.
   2. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER YOU NOR REFLECTIVE AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, SALES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
   3. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, REFLECTIVE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU (AND NOT YOUR ORGANIZATION) PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE (IF APPLICABLE), OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
   4. Liability which cannot be limited. NOTHING IN THIS AGREEMENT LIMITS ANY LIABILITY WHICH CANNOT LEGALLY BE LIMITED, INCLUDING BUT NOT LIMITED TO LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; OR (II) FRAUD OR FRAUDULENT MISREPRESENTATION.
3. Dispute Resolution.
   1. Informal Resolution. Reflective wants to address your concerns without resorting to a formal legal case. Provided that the right to issue proceedings is not prejudiced by a delay, before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures below. If a dispute is not resolved within 30 days of notice, you or Reflective may bring a formal proceeding.
   2. Organizational Resolution. To the extent that you access the Services as a result of an account procured by an Organization, you agree that you will bring any issues that may form a dispute to your Organization and not Reflective. Your Organization and Reflective may then choose how to handle the issues or dispute.
   3. YOU AND REFLECTIVE AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
      1. MANDATORY ARBITRATION. You and Reflective agree to resolve any claims arising out of or relating to these Terms or our Services, regardless of when the claim arose, even if it was before these Terms existed (a “Dispute”), through final and binding arbitration. You may opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within 30 days after the update has taken effect by emailing legal@reflective.com.
      2. Informal dispute resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by emailing legal@reflective.com. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.
      3. Arbitration forum. If we are unable to resolve the Dispute, either of us may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable (available here⁠). The activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.
      4. Arbitration procedures. The arbitration will be conducted by videoconference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be mutually agreed upon, in the county where you reside, or as determined by the arbitrator, unless the batch arbitration process applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of San Francisco, California have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.
      5. Exceptions. This section does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement or misappropriation.
      6. CLASS AND JURY TRIAL WAIVERS. You and Reflective agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and Reflective knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.
      7. Batch arbitration. If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and Reflective agree that NAM will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.
      8. Severability. If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety
4. Governing Law and Jurisdiction; Severability. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the State of California. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.
5. Changes; Amendments; Assignment. Reflective may update the Reflective Terms from time to time. You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.

Questions. Please send any questions to Reflective at legal@reflective.com.