AMPEL TERMS OF SERVICE

Last Updated: November 14, 2025

Effective Date: November 14, 2025

ACCEPTANCE OF TERMS

Welcome to Ampel! These Terms of Service ("Terms") are a legal agreement between you and Ampel Co., a Delaware corporation ("Ampel," "we," "us," or "our"). These Terms govern your access to and use of the Ampel mobile application and related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

Important: If you are under 18 years of age, you must have your parent or legal guardian review and agree to these Terms on your behalf before using the Service.

We may modify these Terms at any time by posting revised Terms on our website or in the Ampel mobile application. Your continued use of the Service after such modifications constitutes your acceptance of the modified Terms.

1. DESCRIPTION OF SERVICE

Ampel is an artificial intelligence chat application that provides users with access to large language models (LLMs) through an interactive mobile interface. Our Service allows you to:

  • Engage in conversations with AI-powered chat systems
  • Access various AI models and capabilities
  • Manage your conversation history and preferences
  • Participate in our optional equity incentive program (subject to separate terms)

The Service is provided on a subscription basis with different feature tiers. Specific features and capabilities may vary by subscription level and are subject to change.

The Service is separate and independent from our equity incentive program. Participation in the equity program is optional and governed by separate Equity Program Terms and Disclosures. Your subscription payment is solely for access to the AI chat service and is not consideration for any equity or securities.

2. ACCOUNT REGISTRATION AND SECURITY

2.1 Account Creation

To use the Service, you must create an account by providing accurate and complete information, including:

  • A valid email address
  • A secure password
  • Any additional information we may reasonably request

You represent and warrant that all information you provide is truthful, accurate, current, and complete.

2.2 Account Responsibilities

You are responsible for:

  • Maintaining the confidentiality of your account credentials
  • All activities that occur under your account
  • Notifying us immediately of any unauthorized use of your account
  • Ensuring that you log out from your account at the end of each session

You may not:

  • Share your account with any other person
  • Create multiple accounts for yourself
  • Create an account using false or misleading information
  • Create an account for anyone other than yourself without permission

2.3 Account Termination

We reserve the right to suspend or terminate your account at any time, with or without notice, for any reason, including if we believe you have violated these Terms. Upon termination, your right to use the Service immediately ceases.

3. SUBSCRIPTION TERMS AND PAYMENT

3.1 Subscription Tiers

Ampel offers multiple subscription tiers with different features and pricing. Current subscription options include monthly plans at various price points. We reserve the right to modify subscription tiers, features, and pricing at any time with reasonable notice to existing subscribers.

3.2 Billing and Payment

Subscriptions are billed on a recurring monthly basis through our payment processor, Stripe, Inc.

  • Payment is due at the beginning of each billing cycle
  • By subscribing, you authorize us to charge your payment method automatically at the start of each billing period
  • You are responsible for maintaining current and valid payment information
  • All fees are non-refundable except as expressly provided in Section 3.5

3.3 Automatic Renewal

Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings. Cancellation will be effective at the end of your current billing period.

3.4 Failed Payments

If we are unable to process your payment:

  • We will attempt to notify you via email
  • Your access to the Service may be suspended or downgraded
  • We may attempt to recharge your payment method
  • We may terminate your account if payment issues are not resolved within a reasonable time

3.5 Refund Policy

We do not offer refunds for partial subscription periods. If you cancel your subscription, you will retain access to the Service until the end of your current billing period, but no refund will be provided for the unused portion.

Exception: If you are not satisfied with the Service within the first 7 days of your initial subscription, you may contact us at legal@ampel.ai to request a full refund of your first payment.

3.6 Taxes

You are responsible for all applicable taxes related to your subscription. If we are required to collect taxes, they will be charged in addition to the subscription fee.

4. AI SERVICE DISCLAIMERS

⚠️ CRITICAL: READ THIS SECTION CAREFULLY

Ampel provides access to artificial intelligence systems that generate content based on complex algorithms and training data. The use of AI-generated content involves inherent risks and limitations that you must understand and accept.

4.1 AI Content May Be Inaccurate

AI-generated responses may contain errors, inaccuracies, or misleading information. The AI models may:

  • Produce factually incorrect statements
  • Generate outdated information
  • Misunderstand your questions or context
  • Provide responses that seem plausible but are entirely false ("hallucinations")

You must independently verify all information provided by the AI before relying on it for any purpose.

4.2 Not Professional Advice

THE SERVICE DOES NOT PROVIDE PROFESSIONAL ADVICE OF ANY KIND. Specifically:

  • Not Medical Advice: AI responses are not medical advice and should not be used for diagnosis, treatment, or any health-related decision. Always consult qualified healthcare professionals.
  • Not Legal Advice: AI responses are not legal advice and should not be relied upon for legal matters. Consult a licensed attorney for legal guidance.
  • Not Financial Advice: AI responses are not financial, investment, or tax advice. Consult qualified financial professionals before making financial decisions.
  • Not Mental Health Counseling: AI responses are not therapy or mental health treatment. If you are experiencing a mental health crisis, contact emergency services or a licensed mental health professional immediately.

Relying on AI-generated content as a substitute for professional advice may result in serious harm or loss.

4.3 AI Content May Contain Bias

AI models are trained on data that may contain biases related to race, gender, religion, nationality, disability, sexual orientation, or other characteristics. AI-generated content may reflect these biases. We do not endorse any views, opinions, or perspectives expressed in AI-generated content.

4.4 AI Content May Be Harmful or Offensive

Despite our efforts to provide safe and appropriate content, AI systems may occasionally generate:

  • Offensive, inappropriate, or disturbing content
  • Content that violates laws or regulations
  • Content that promotes harmful activities
  • Content that infringes on intellectual property rights

If the AI generates inappropriate content, you should stop using the Service for that purpose and report the issue to us.

4.5 Intellectual Property Concerns

AI models are trained on large datasets that may include copyrighted materials. While we take measures to respect intellectual property rights:

  • AI-generated content may be similar to existing copyrighted works
  • We cannot guarantee that AI outputs are free from intellectual property claims
  • You are responsible for ensuring that your use of AI-generated content complies with all applicable intellectual property laws

4.6 Your Responsibility

BY USING THE SERVICE, YOU ACKNOWLEDGE AND ACCEPT THAT:

  • You will exercise independent judgment and critical thinking
  • You will verify all important information independently
  • You will not rely on AI-generated content for critical decisions without proper verification
  • You understand the limitations and risks of AI technology
  • You assume all risk associated with your use of AI-generated content

5. PROHIBITED USES

You may not use the Service for any illegal purpose or in violation of these Terms. Prohibited uses include, but are not limited to:

5.1 Illegal Activities

  • Using the Service to plan, facilitate, or engage in any illegal activity
  • Violating any local, state, federal, or international law or regulation
  • Infringing on any intellectual property rights or other proprietary rights

5.2 Harmful Activities

  • Generating content intended to harass, abuse, threaten, or harm others
  • Creating content that promotes violence, terrorism, or dangerous activities
  • Producing content that exploits or harms minors in any way
  • Generating content intended to deceive, defraud, or manipulate others

5.3 System Abuse

  • Attempting to bypass, disable, or interfere with security features of the Service
  • Attempting to manipulate, "jailbreak," or exploit the AI systems
  • Using automated systems, scripts, or bots to access the Service (except with our express written permission)
  • Attempting to reverse engineer, decompile, or discover source code
  • Scraping, data mining, or extracting data from the Service

5.4 Misuse of AI Outputs

  • Using AI-generated content to impersonate others or create fake identities
  • Using AI-generated content as professional advice without proper verification
  • Distributing AI-generated content that violates third-party rights
  • Using the Service to generate spam or unsolicited communications

5.5 Commercial Use

  • Using the Service for commercial purposes without our express written permission
  • Reselling, redistributing, or sublicensing access to the Service
  • Using the Service to develop competing products or services

5.6 Account Violations

  • Sharing your account credentials with others
  • Creating multiple accounts to circumvent limitations or restrictions
  • Providing false or misleading information during registration

Violation of these prohibitions may result in immediate termination of your account and legal action.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ampel's Intellectual Property

The Service, including all software, algorithms, user interfaces, designs, graphics, text, and other content provided by Ampel (excluding user-generated content and AI outputs), is owned by Ampel or its licensors and is protected by United States and international intellectual property laws.

6.2 Your Input Content

You retain all rights to the prompts, questions, and other input you provide to the Service. By submitting Input Content, you grant us a worldwide, non-exclusive, royalty-free license to process your Input Content to provide the Service and improve our AI models.

6.3 AI-Generated Content

Determining ownership of AI-generated content is a complex and evolving area of law. We make no representations or warranties regarding ownership of Output Content.

7. USER CONTENT AND DATA USAGE

7.1 License to Process Your Data

By using the Service, you grant us permission to store and process your Input Content and conversation history, analyze your usage patterns to improve the Service, and use aggregated, anonymized data for research and development.

7.2 Data Retention and Deletion

You may delete your conversation history at any time through your account settings. See our Privacy Policy for details.

8. EQUITY INCENTIVE PROGRAM

8.1 Separate Relationship

Ampel offers an optional equity incentive program through which eligible users may receive shares of Class B Common Stock in Ampel Co. based on their engagement with the platform. Your subscription payment is solely for access to the AI chat service and is not consideration for any equity or securities.

8.2 Securities Offering

The equity incentive program involves the offer and sale of securities (Class B Common Stock) and is subject to federal securities laws, including Regulation Crowdfunding. The equity incentive program is governed by separate Equity Program Terms and Disclosures.

8.3 Intermediary

All securities transactions under the equity incentive program are facilitated by Loupt Portal LLC, a funding portal registered with the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA).

9. THIRD-PARTY SERVICES

9.1 Service Providers

We use third-party service providers to operate the Service, including Google Analytics, Vercel, Supabase, Stripe, and Persona. Your use of the Service involves interaction with these third-party services.

9.2 No Liability for Third Parties

We are not liable for any act or omission of third-party service providers, service interruptions caused by third-party failures, or any breach of privacy or security by third parties.

10. DISCLAIMER OF WARRANTIES

⚠️ CRITICAL SECTION - READ CAREFULLY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

10.1 No Warranty of Service Quality

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 No Warranty of AI Output

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR APPROPRIATENESS OF AI-GENERATED CONTENT.

11. LIMITATION OF LIABILITY

⚠️ CRITICAL SECTION - READ CAREFULLY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AMPEL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

11.1 Types of Damages Excluded

WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES.

11.2 Monetary Cap on Liability

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF: The total amount you paid to Ampel in subscription fees during the 12 months immediately preceding the claim, or $100.00.

12. INDEMNIFICATION

12.1 Your Obligation to Indemnify

You agree to indemnify, defend, and hold harmless Ampel, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees arising out of or relating to your use or misuse of the Service, your violation of these Terms, or your violation of any third-party rights.

13. DISPUTE RESOLUTION

13.1 Informal Resolution Requirement

Before filing any formal legal action, you agree to first contact us at legal@ampel.ai and attempt to resolve the dispute informally for at least 30 days.

13.2 Binding Arbitration

IF THE INFORMAL RESOLUTION PROCESS FAILS, YOU AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED THROUGH BINDING ARBITRATION rather than in court.

13.3 Class Action Waiver

YOU AND AMPEL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

13.4 Governing Law and Venue

These Terms and any disputes shall be governed by the laws of the State of Delaware and applicable federal law. Any legal action or proceeding shall be brought exclusively in the state or federal courts located in Delaware.

14. TERMINATION

14.1 Termination by You

You may terminate your account and stop using the Service at any time by canceling your subscription through your account settings. Cancellation will be effective at the end of your current billing period.

14.2 Termination by Us

We reserve the right to suspend or terminate your account and access to the Service immediately, with or without notice, for any reason, including if you violate these Terms or engage in fraudulent or illegal activities.

14.3 Effect of Termination on Equity

If you have received Class B Common Stock through our equity incentive program, termination of your Service account does not affect your ownership of issued shares. You will continue to be a stockholder with all associated rights and obligations.

15. MODIFICATIONS TO THE SERVICE

We reserve the right to modify, suspend, or discontinue the Service (or any features) at any time, with or without notice. We are not liable for any modification, suspension, or discontinuation of the Service.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with our Privacy Policy and (if applicable) the Equity Program Terms and Disclosures, constitute the entire agreement between you and Ampel regarding the Service.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

16.3 Notices

Notices to you may be sent via email to the address associated with your account or by posting to the Service. Notices to us must be sent to legal@ampel.ai.

16.4 Questions and Contact Information

If you have any questions about these Terms, please contact us at:

  • Email: legal@ampel.ai
  • For equity program questions: equity@ampel.ai
  • For privacy questions: privacy@ampel.ai

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

© 2025 Ampel Co. All rights reserved.