Esse Terms of Service

Effective Date: Nov. 25, 2025
Last Updated: July 29, 2026

These Terms of Service ("Terms") govern your access to and use of the Esse website, mobile application, conversational artificial intelligence platform, software, application programming interfaces (APIs), and all related products, features, content, and services (collectively, the "Service"), which are owned and operated by Essence Inc., a Washington corporation ("Esse," "we," "us," or "our").

By creating an Account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you may not access or use the Service.

IMPORTANT: These Terms contain provisions that affect your legal rights, including disclaimers regarding artificial intelligence-generated content, limitations of liability, dispute resolution procedures, and a binding arbitration agreement with a waiver of class actions (where permitted by applicable law). Please read these Terms carefully before using the Service.

1. Overview and Acceptance of Terms

Esse provides an artificial intelligence-powered software platform designed to help users organize information, manage knowledge, coordinate activities, communicate, and interact with conversational AI. As the Service evolves, additional features and functionality may be introduced. The Service may generate text, recommendations, summaries, insights, creative content, and other outputs in response to prompts, conversations, files, images, audio, data, or other information submitted, uploaded, stored, or otherwise provided by users ("Inputs"). The Service may also generate responses, recommendations, analyses, summaries, creative works, and other content ("Outputs").

Because the Service utilizes artificial intelligence and machine learning technologies, Outputs are generated probabilistically and may be inaccurate, incomplete, outdated, biased, offensive, or otherwise unsuitable for your intended purpose. You acknowledge that artificial intelligence is an evolving technology and that Outputs, recommendations, and other AI-generated content should be independently reviewed and evaluated before being relied upon.

By accessing or using the Service, you represent and warrant that:

• you are at least eighteen (18) years of age
• you possess the legal capacity and authority to enter into these Terms
• all information you provide is accurate, current, and complete
• you will use the Service only in compliance with these Terms and all applicable laws
• if you access or use the Service on behalf of a company or other legal entity, you have authority to bind that entity to these Terms, in which case "you" and "your" refer to both you and that entity

2. Definitions

For purposes of these Terms:

• "Account" means a registered user account used to access the Service
• "AI Services" means the artificial intelligence-powered features and functionality made available through the Service
• "Feedback" means any suggestions, ideas, recommendations, comments, or other feedback you provide regarding the Service
• "Input" means any prompt, text, files, images, audio, data, or other information submitted, uploaded, stored, transmitted, or otherwise provided by you to the Service
• "Output" means any text, summaries, recommendations, analyses, responses, creative content, or other content generated by the Service in response to an Input
• "Service" means the Esse website, mobile application, APIs, software, AI Services, and all related products, features, and services
• "Subscription" means a paid plan that provides access to certain features or functionality of the Service
• "Third-Party Services" means any third-party software, services, artificial intelligence models, APIs, payment processors, authentication providers, or other technologies integrated into or used in connection with the Service
• "User Content" means your Inputs together with any other information, files, content, or materials that you submit, upload, store, or transmit through the Service

3. Artificial Intelligence Services

The Service uses one or more proprietary and third-party artificial intelligence models to generate Outputs based upon your Inputs. The AI Services are intended to assist users by generating information, suggestions, summaries, analyses, and other content, but they are not a substitute for your independent judgment or for professional advice.

By using the AI Services, you acknowledge and agree that:

• Outputs are generated automatically and may not be unique
• Outputs may contain errors, omissions, inaccuracies, hallucinations, or outdated information
• the Service does not provide legal, medical, financial, mental health, tax, or other professional advice
• you remain solely responsible for reviewing, evaluating, and determining the appropriateness of any Output before relying upon or acting on it
• Esse may update, replace, or modify the artificial intelligence models or Third-Party Services used by the Service at any time to improve functionality, performance, safety, security, or reliability
• Outputs generated for you may be similar or identical to content generated for other users, and Esse does not represent or warrant that any Output will be unique, original, or exclusive to you

4. Eligibility and Accounts

4.1. Eligibility

The Service is intended only for individuals who are at least eighteen (18) years of age and capable of entering into legally binding agreements. By creating an Account or using the Service, you represent and warrant that you satisfy these requirements and will use the Service only in compliance with these Terms and all applicable laws.

If you access or use the Service on behalf of a corporation, limited liability company, partnership, governmental entity, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to both you and that entity.

Esse reserves the right to refuse access to, suspend, or terminate any Account that does not satisfy these eligibility requirements.

4.2. Account Registration

Certain features of the Service require you to create an Account. When creating an Account, you agree to:

• provide accurate, current, and complete registration information
• maintain and promptly update your Account information as necessary to keep it accurate
• maintain the confidentiality and security of your Account credentials
• promptly notify Esse of any unauthorized access to or use of your Account or any other suspected security incident
• accept responsibility for all activities occurring under your Account unless and until you notify Esse of unauthorized access and Esse has had a reasonable opportunity to respond

You may not create an Account using false or misleading information, impersonate any other individual or entity, or register for or access the Service using any third-party authentication account unless you are authorized to use that account.

4.3. Account Security

You are responsible for maintaining the confidentiality of your login credentials and for restricting access to your Account. You agree not to share your Account with any other person except as expressly permitted under an applicable enterprise or team subscription. If Esse reasonably believes that your Account has been compromised, is being used in violation of these Terms, or presents a security, legal, or operational risk, Esse may suspend or restrict access to the Account until the matter has been resolved.

4.4. Identity Verification

Esse may require you to verify your identity before granting access to certain features, subscription plans, beta programs, enterprise functionality, or other portions of the Service. You authorize Esse and its third-party service providers to collect, process, and verify information reasonably necessary to complete such verification. Failure to complete any required verification may result in the denial, suspension, or termination of access to the applicable features or the Service.

4.5. Authorized Users

Unless otherwise permitted under an applicable enterprise or team subscription, your Account is personal to you and may not be assigned, transferred, sold, sublicensed, or shared with any other person. If your Subscription permits multiple authorized users, you are responsible for ensuring that each authorized user complies with these Terms. You remain responsible for all activity occurring through your Account and any authorized users associated with your Subscription.

4.6. Account Suspension and Termination

Esse reserves the right to suspend, restrict, or terminate your Account, with or without notice, if Esse reasonably believes that:

• you have violated these Terms
• your use of the Service poses a security, legal, or operational risk to Esse, the Service, or other users
• you have provided false or misleading information
• your Subscription has expired or payment has not been received when due
• suspension or termination is otherwise necessary to protect the integrity, security, or lawful operation of the Service

Unless prohibited by law or necessary to protect the Service or others, Esse will use commercially reasonable efforts to notify you of any material suspension or termination and, where appropriate, provide an opportunity to cure the issue before permanently terminating your Account.

5. Subscriptions and Billing

5.1. Subscription Plans

Certain features of the Service are available only through a paid Subscription. Esse may offer different Subscription plans with varying features, usage limits, pricing, and functionality. The features and pricing applicable to your Subscription will be identified at the time you enroll. Esse reserves the right to modify, discontinue, or introduce Subscription plans or features at any time; however, any changes to pricing for an existing Subscription will not become effective until the beginning of your next billing cycle following reasonable advance notice.

5.2. Fees and Payment

You agree to pay all applicable subscription fees, taxes, and other charges associated with your Subscription. Unless otherwise stated, all fees are quoted and payable in U.S. dollars. By providing a payment method, you authorize Esse and its third-party payment processors to charge your designated payment method for all amounts due under your Subscription.

5.3. Automatic Renewal

Unless otherwise specified, all Subscriptions automatically renew at the end of each billing period until canceled. By purchasing a Subscription, you authorize Esse to automatically charge your payment method for each renewal term at the then-current rates unless you cancel your Subscription before the renewal date.

5.4. Subscription Changes

You may upgrade or downgrade your Subscription at any time through your Account settings, subject to any limitations described within the Service. Unless otherwise stated: upgrades may become effective immediately, with prorated billing where applicable; and downgrades will become effective at the beginning of the next billing cycle.

5.5. Cancellation

You may cancel your Subscription at any time through your Account or by contacting Esse. Unless otherwise required by applicable law, cancellation will become effective at the end of the current billing period, and you will continue to have access to your Subscription through the end of that billing period.

5.6. No Refunds

Except as required by applicable law or as expressly provided by Esse in writing, all Subscription fees are non-refundable. Without limiting the foregoing, Esse does not provide refunds or credits for: partial billing periods; unused Subscription time; changes in usage; failure to use the Service; or downgrades during an active billing period.

5.7. Failed Payments

If any payment cannot be successfully processed, Esse may: (a) retry the payment method; (b) suspend or limit access to paid features; (c) downgrade your Subscription to any available free tier; or (d) terminate your Subscription or Account after providing reasonable notice, where practicable. You remain responsible for all unpaid amounts.

5.8. Taxes

You are responsible for all applicable sales, use, value-added, goods and services, withholding, or similar taxes associated with your Subscription, excluding taxes based upon Esse's net income.

5.9. Promotional Offers

Esse may offer free trials, promotional pricing, discounts, credits, referral incentives, or other promotional offers from time to time. Unless otherwise expressly stated, such offers: are limited to the specific promotion; have no cash value; may not be transferred; may be modified or withdrawn at any time; and may not be combined with other offers unless expressly permitted.

6. User Content

6.1. Ownership of User Content

As between you and Esse, you retain all right, title, and interest in and to your User Content, subject to the rights you grant to Esse under these Terms. You represent and warrant that you own or otherwise have all necessary rights, permissions, licenses, and authority to submit, upload, store, or otherwise provide your User Content to the Service and to grant the licenses set forth in these Terms.

6.2. License to Esse

To operate, provide, maintain, improve, secure, and support the Service, you grant Esse a worldwide, non-exclusive, royalty-free, sublicensable (solely to Esse's service providers), and transferable license during the term of these Terms to host, store, reproduce, transmit, modify (solely for formatting or technical purposes), display, process, and otherwise use your User Content as reasonably necessary to: (a) provide the Service to you; (b) authenticate and secure your Account; (c) create and display Outputs; (d) troubleshoot, monitor, maintain, and improve the Service; (e) comply with applicable law and enforce these Terms; and (f) exercise any other rights expressly granted by these Terms. Except as expressly disclosed in our Privacy Policy or with your consent, Esse will not sell your User Content to third parties.

6.3. Responsibility for User Content

You are solely responsible for your User Content and for the consequences of submitting or using it through the Service. You agree that your User Content will not: infringe another person's intellectual property or privacy rights; violate any law or regulation; contain malicious code or harmful content; impersonate another person or entity; violate these Terms or the rights of any third party. Esse is not obligated to monitor User Content but reserves the right to remove, restrict, or disable access to User Content that Esse reasonably believes violates these Terms or applicable law.

6.4. Sensitive Information

Unless expressly permitted by the Service or agreed to by Esse in writing, you should not submit highly sensitive personal information, protected health information, payment card information, trade secrets of third parties, classified information, or other information subject to heightened legal or contractual protections. If you connect third-party accounts or otherwise authorize the Service to access information, you acknowledge that such connected data may contain information of this nature. Unless expressly agreed otherwise by Esse in writing, you are responsible for determining whether it is appropriate to authorize the Service to process such information. You acknowledge that artificial intelligence systems may not be appropriate for processing all categories of confidential or regulated information.

6.5. Data Retention and Deletion

Esse may retain User Content for as long as reasonably necessary to provide the Service, comply with legal obligations, resolve disputes, enforce these Terms, maintain security, or satisfy legitimate business purposes. Subject to applicable law and our Privacy Policy, you may request deletion of your User Content or delete certain User Content through the Service where such functionality is available. Deletion requests may not immediately remove information from backups, logs, disaster recovery systems, or other archival copies maintained in the ordinary course of business.

6.6. Feedback

If you provide Esse with Feedback regarding the Service, you grant Esse a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, distribute, display, perform, and otherwise exploit such Feedback for any lawful purpose without restriction or compensation to you.

7. AI Outputs

7.1. Ownership of Outputs

Subject to your compliance with these Terms and applicable law, and except to the extent any Output incorporates or is based upon third-party materials or intellectual property rights owned by Esse or its licensors, Esse assigns to you any right, title, and interest it may have in the Outputs generated specifically for you through your use of the Service. Nothing in these Terms transfers ownership of the Service, the AI Services, the underlying artificial intelligence models, algorithms, software, training data, or any other intellectual property owned by Esse or its licensors.

7.2. Permitted Use of Outputs

Subject to these Terms, you may use, reproduce, modify, distribute, publish, display, and otherwise exploit Outputs generated for you for any lawful purpose, including commercial purposes, unless otherwise specified for a particular feature or Subscription. You are solely responsible for determining whether an Output is appropriate for your intended use and for complying with all applicable laws and the rights of third parties.

7.3. No Guarantee of Originality or Exclusivity

Because artificial intelligence systems generate content probabilistically, Outputs may not be unique and may be similar or identical to content generated for other users or produced by other artificial intelligence systems. Esse does not represent or warrant that any Output: is original or exclusive to you; is eligible for copyright or other intellectual property protection; does not infringe the rights of third parties; or will not be substantially similar to Outputs generated for other users.

7.4. Verification of Outputs

You acknowledge that Outputs may contain inaccuracies, omissions, hallucinations, outdated information, or other errors. You are solely responsible for reviewing, verifying, editing, and exercising independent judgment before relying upon or using any Output. You should not rely upon Outputs as the sole basis for making legal, medical, financial, employment, business, or other significant decisions.

7.5. No Professional Advice

Outputs are provided for informational and assistive purposes only and do not constitute legal, medical, financial, tax, mental health, or other professional advice. No Output should be relied upon as a substitute for consultation with a qualified professional.

7.6. Improvements to the Service

Esse may use aggregated and de-identified information regarding the operation and performance of the Service, including usage metrics and technical performance data, to maintain, secure, analyze, and improve the Service, provided such information does not identify you or disclose your User Content except as otherwise permitted by these Terms or the Privacy Policy.

8. License to Use the Service

8.1. Limited License

Subject to your compliance with these Terms and payment of all applicable fees, Esse grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of your Subscription (or, if no Subscription is required, during your lawful use of the Service) to access and use the Service solely for your internal personal or business purposes in accordance with these Terms. Except as expressly provided herein, no license or other rights are granted by implication, estoppel, or otherwise.

8.2. License Restrictions

You may not, and may not permit any third party to:

• copy, reproduce, modify, distribute, sell, lease, sublicense, or otherwise exploit the Service except as expressly authorized by these Terms
• reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, underlying models, prompts, algorithms, or architecture of the Service, except to the limited extent such restriction is prohibited by applicable law
• access or use the Service to build, train, improve, benchmark, or assist in developing any competing product, service, large language model, machine learning model, or other artificial intelligence system
• remove, alter, or obscure any copyright, trademark, proprietary notice, or other intellectual property notice contained within the Service
• use the Service in any manner that exceeds applicable usage limits or circumvents technical restrictions or security measures
• access the Service through unauthorized automated means, including bots, scripts, scraping tools, or similar technologies, except through APIs or integrations expressly authorized by Esse
• interfere with or disrupt the integrity, security, availability, or operation of the Service
• use the Service in any manner prohibited by these Terms or applicable law

8.3. Reservation of Rights

The Service is licensed, not sold. Except for the limited license expressly granted under these Terms, Esse and its licensors retain all right, title, and interest in and to the Service, the AI Services, software, models, prompts, algorithms, documentation, trademarks, copyrights, and all related intellectual property and proprietary rights.

9. Acceptable Use

9.1. General Standards

You agree to use the Service responsibly and only for lawful purposes. You may not use the Service in any manner that violates these Terms, applicable law, or the rights of any third party.

9.2. Prohibited Uses

Without limiting the foregoing, you may not use the Service to:

• violate any applicable law, regulation, court order, or contractual obligation
• infringe or misappropriate the intellectual property, privacy, publicity, confidentiality, or other rights of another person
• connect or authorize the Service to access any account, or provide information relating to another individual or member of your household, unless you have the legal authority or appropriate authorization to do so
• submit, upload, generate, or distribute unlawful, defamatory, fraudulent, deceptive, threatening, harassing, hateful, discriminatory, obscene, or otherwise objectionable content
• generate or facilitate malware, ransomware, phishing attacks, credential theft, malicious code, or other harmful or unauthorized software
• engage in fraud, identity theft, impersonation, social engineering, or other deceptive practices
• exploit, abuse, or attempt to circumvent any safeguards, content filters, usage limits, security measures, or restrictions implemented by Esse or its Third-Party Services
• use the Service to create or distribute spam, unsolicited commercial communications, or deceptive marketing materials
• interfere with, disrupt, or degrade the operation, security, or availability of the Service or the networks and systems connected to it
• upload or transmit viruses, malicious code, or other harmful technology
• use the Service in a manner that could reasonably be expected to cause physical injury, unlawful discrimination, or other substantial harm to individuals or property
• falsely represent that AI-generated content was created solely by a human when such representation would be misleading or unlawful
• use the Service for any purpose prohibited by these Terms or applicable law

9.3. High-Risk Activities

The Service is not designed or intended for use in situations where inaccurate or incomplete Outputs could reasonably be expected to result in death, personal injury, significant financial loss, or other substantial harm. Accordingly, you may not rely upon or use the Service as the sole basis for decisions involving: medical diagnosis or treatment; legal advice or legal decision-making; financial, investment, or tax advice; emergency response; time-sensitive operational or logistical decisions (including payments, scheduling, childcare or school pickup arrangements, transportation, or the completion or submission of important forms or documents); or any other high-risk activity requiring a high degree of accuracy or reliability. You are responsible for reviewing and verifying all Outputs and for ensuring that important tasks, deadlines, payments, appointments, communications, and arrangements are accurate and completed as intended. You remain solely responsible for any decisions made using Outputs generated by the Service.

9.4. Monitoring and Enforcement

Esse is not obligated to monitor your use of the Service but reserves the right to investigate suspected violations of these Terms and to remove content, suspend access, terminate Accounts, or take any other action it reasonably believes is necessary to protect the Service, its users, or third parties. Esse may cooperate with law enforcement or regulatory authorities where required by law or where Esse reasonably believes such cooperation is necessary to protect its rights or the rights of others.

10. Third-Party Services

10.1. Integration with Third-Party Services

The Service may incorporate, interoperate with, or otherwise utilize Third-Party Services, including artificial intelligence models, cloud infrastructure, payment processors, authentication providers, analytics services, communication platforms, or other third-party technologies. Certain features of the Service may depend upon the continued availability and performance of such Third-Party Services.

10.2. Third-Party Terms

Your use of certain Third-Party Services may be subject to separate terms, conditions, privacy policies, or other agreements established by the applicable third-party provider. Esse is not responsible for the content, policies, practices, or performance of any Third-Party Service, and your relationship with any third-party provider is solely between you and that provider.

10.3. Changes to Third-Party Services

Esse may add, replace, discontinue, or modify any Third-Party Service used in connection with the Service at any time without liability, provided that such changes do not materially reduce the core functionality of any paid Subscription during its then-current billing period.

10.4. No Responsibility for Third-Party Services

Esse does not warrant or guarantee the availability, security, accuracy, reliability, or performance of any Third-Party Service and shall not be responsible for any interruption, delay, error, data loss, or other issue caused by a Third-Party Service.

11. Intellectual Property

11.1. Ownership of the Service

The Service, including the AI Services, software, source code, object code, algorithms, prompts, workflows, user interface, visual design, documentation, trademarks, service marks, logos, graphics, audiovisual works, compilations, and all other content and technology comprising the Service (excluding User Content and Outputs assigned to you under Section 7) are owned by Esse or its licensors and are protected by United States and international intellectual property laws. Except for the limited license expressly granted under these Terms, no ownership or other intellectual property rights are transferred to you.

11.2. Trademarks

"Esse," the Esse name, logos, product names, service names, and all related branding are trademarks or service marks of Esse or its licensors. You may not use any of these marks without Esse's prior written consent, except as permitted by applicable law.

11.3. Feedback

If you provide Feedback regarding the Service, you grant Esse a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, distribute, publish, display, perform, and otherwise exploit such Feedback for any lawful purpose without attribution or compensation to you.

11.4. Reservation of Rights

All rights not expressly granted to you under these Terms are reserved by Esse and its licensors. Nothing contained in these Terms shall be construed as granting any license or other right to any patent, copyright, trademark, trade secret, database right, or other intellectual property except as expressly provided herein.

11.5. Copyright Complaints

Esse respects the intellectual property rights of others and expects users to do the same. If you believe that material available through the Service infringes your copyright or other intellectual property rights, you may submit a written notice to Esse's designated copyright agent containing the information required under the Digital Millennium Copyright Act ("DMCA") or other applicable law. Upon receipt of a valid notice, Esse may remove or disable access to the allegedly infringing material and take such additional actions as it determines appropriate under applicable law.

12. Privacy and Data Practices

12.1. Privacy Policy

Your use of the Service is also governed by Esse's Privacy Policy, which is incorporated into these Terms by reference. By accessing or using the Service, you acknowledge that you have reviewed the Privacy Policy and understand how Esse collects, uses, stores, processes, and discloses your personal information.

12.2. Processing of User Content

To provide the Service, Esse and its Third-Party Services may process your User Content, including Inputs, for the purpose of generating Outputs, providing requested functionality, maintaining security, troubleshooting issues, complying with legal obligations, and otherwise operating and improving the Service as described in these Terms and the Privacy Policy.

12.3. Artificial Intelligence Processing

You acknowledge that your Inputs may be transmitted to and processed by proprietary or Third-Party Services used to generate Outputs. Esse will use commercially reasonable efforts to select reputable service providers and maintain appropriate contractual and technical safeguards; however, Esse does not control the independent practices of third-party providers.

12.4. Security

Esse implements commercially reasonable administrative, technical, and organizational safeguards designed to protect User Content and personal information. However, no method of electronic transmission or storage is completely secure, and Esse cannot guarantee that unauthorized access, disclosure, alteration, or destruction of information will never occur.

12.5. Service Improvement

Esse may use aggregated, anonymized, or de-identified information regarding use of the Service to analyze performance, improve functionality, develop new features, enhance security, and conduct business analytics, provided that such information does not reasonably identify you.

13. Disclaimers

13.1. Service Provided "As Is"

THE SERVICE, AI SERVICES, OUTPUTS, AND ALL RELATED FEATURES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ESSE DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

13.2. Artificial Intelligence Disclaimer

You acknowledge that artificial intelligence is an evolving technology and that Outputs are generated probabilistically. Accordingly, Esse does not warrant or guarantee that any Output: is accurate, complete, reliable, or current; is free from errors, omissions, hallucinations, bias, or offensive content; is suitable for your intended purpose; complies with applicable laws or regulations; is unique or original; or does not infringe the rights of third parties. You are solely responsible for reviewing, evaluating, editing, and verifying all Outputs before relying upon or using them.

13.3. No Professional Advice

The Service and all Outputs are provided solely for informational and assistive purposes and do not constitute legal, medical, financial, tax, accounting, investment, employment, mental health, or other professional advice. You should consult an appropriately qualified professional before making decisions based on any Output.

13.4. Third-Party Services

Esse makes no representation or warranty regarding any Third-Party Services integrated into or accessible through the Service and is not responsible for their availability, security, functionality, or performance.

13.5. Availability

Esse does not warrant that the Service will operate uninterrupted, be error-free, meet your requirements, or remain continuously available. The Service may be modified, suspended, or discontinued from time to time for maintenance, security, upgrades, legal compliance, or other business reasons.

14. Limitation of Liability

14.1. Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ESSE, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, REPUTATION, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE, THE AI SERVICES, ANY OUTPUTS, THESE TERMS, OR YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF ESSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2. Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESSE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE, THE AI SERVICES, OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT PAID BY YOU TO ESSE FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED U.S. DOLLARS (US $100).

14.3. Exceptions

Nothing in these Terms limits or excludes liability to the extent such limitation or exclusion is prohibited by applicable law. The limitations set forth in this Section shall not apply to: (a) your obligation to pay amounts properly due under these Terms; (b) either party's fraud or willful misconduct; (c) your indemnification obligations under these Terms; or, (d) any liability that cannot legally be limited or excluded under applicable law.

15. Indemnification

15.1. Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Esse, its affiliates, licensors, service providers, and each of their respective officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, demands, actions, investigations, proceedings, damages, liabilities, judgments, settlements, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content; (b) your use of the Service or AI Services; (c) your violation of these Terms; (d) your violation of applicable law or the rights of any third party; (e) your misuse of any Output; or (f) any negligent, fraudulent, or willful misconduct by you or anyone using your Account.

15.2. Indemnification Procedure

Esse will promptly notify you of any claim for which it seeks indemnification, provided that any delay in giving notice shall not relieve you of your obligations except to the extent you are materially prejudiced by such delay. You will have the right to control the defense and settlement of the claim, provided that: (a) Esse may participate in the defense with counsel of its own choosing at its own expense; and (b) you may not settle any claim in a manner that admits fault by, imposes liability upon, or otherwise adversely affects Esse without Esse's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

16. Suspension and Termination

16.1. Termination by You

You may stop using the Service and terminate your Account at any time by following the cancellation procedures available through the Service. Termination does not relieve you of any payment obligations incurred before the effective date of termination.

16.2. Suspension or Termination by Esse

Esse may suspend or terminate your access to the Service if Esse reasonably believes that: (a) you have violated these Terms or applicable law; (b) your use of the Service poses a security, legal, or operational risk; (c) you have failed to pay applicable fees; (d) Esse is required to do so by law; or (e) continued access is no longer commercially practicable. Where reasonably practicable, Esse will provide notice and an opportunity to cure before terminating your Account.

16.3. Effect of Termination

Upon termination, your right to access and use the Service immediately ends. Esse may disable or delete your Account and User Content in accordance with these Terms and the Privacy Policy, subject to any legal obligations to retain information. Termination does not affect any rights or obligations that accrued before termination.

16.4. Survival

Any provisions that by their nature should survive termination, including those relating to intellectual property, payment obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and accrued rights and remedies, shall survive.

17. Modifications to the Terms and Service

Esse may modify these Terms from time to time. If we make material changes, we will provide reasonable notice by posting the updated Terms through the Service, updating the "Last Updated" date above, or by other reasonable means, including email or in-app notifications where appropriate. Your continued access to or use of the Service after the effective date of any revised Terms constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must discontinue your use of the Service and, if applicable, cancel your Account.

Esse may add, modify, suspend, discontinue, or replace any feature, functionality, Subscription, artificial intelligence model, Third-Party Service, API, or other aspect of the Service at any time. Where reasonably practicable, Esse will provide advance notice of material changes that significantly affect paid users.

18. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. Subject to the arbitration provisions below, you consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, for any proceeding not subject to arbitration.

19. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR PARTICIPATE IN A CLASS ACTION.

19.1. Informal Resolution

Before initiating arbitration or any legal proceeding, the party asserting the dispute must first provide written notice describing the nature of the dispute and the requested resolution. The parties agree to make a good-faith effort to resolve the dispute informally for at least thirty (30) days before commencing arbitration.

19.2. Binding Arbitration

Except as provided in Section 19.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved exclusively through final and binding arbitration administered by JAMS before a single arbitrator in Seattle, Washington, in accordance with its then-current Comprehensive Arbitration Rules and Procedures. The arbitrator shall have exclusive authority to resolve disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement. Judgment on the arbitrator's award may be entered in any court having jurisdiction.

19.3. Class Action and Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ESSE AGREE THAT ALL CLAIMS MUST BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE ACTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ESSE WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

19.4. Exceptions

Nothing in this Section prevents either party from: (a) seeking temporary, preliminary, or permanent injunctive or equitable relief to protect intellectual property, confidential information, or the security of the Service; (b) seeking to enforce this arbitration agreement or an arbitration award; or (c) bringing an action to collect amounts properly owed under these Terms where such claim is not subject to mandatory arbitration under applicable law.

19.5. Right to Opt Out

You may opt out of this arbitration agreement by sending written notice to Esse within thirty (30) days after first accepting these Terms. Your notice must include your name, email address, and a clear statement that you wish to opt out of arbitration. Opting out of arbitration will not affect any other provision of these Terms.

20. General Provisions

20.1. Entire Agreement

These Terms, together with the Privacy Policy and any other policies or terms expressly incorporated by reference, constitute the entire agreement between you and Esse regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings relating to the Service.

20.2. Assignment

You may not assign or transfer these Terms or any rights or obligations under them without Esse's prior written consent. Esse may assign these Terms without restriction in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

20.3. Force Majeure

Esse shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or telecommunications failures, cyberattacks, utility failures, epidemics, or failures of Third-Party Services.

20.4. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be enforced to the maximum extent permitted by applicable law.

20.5. Waiver

No waiver of any provision of these Terms shall be effective unless in writing. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that or any other provision.

20.6. Electronic Communications

You consent to receive communications from Esse electronically, including by email, through the Service, or by other electronic means. You agree that such communications satisfy any legal requirement that they be in writing.

20.7. Contact Information

If you have any questions regarding these Terms or the Service, you may contact Esse at:

Essence Inc.

1100 BELLEVUE WAY NE STE 8A-479, BELLEVUE, WA, 98004-4280, UNITED STATES

Email: support@esse-ai.co

Website: https://www.esse-ai.co