Last Update: April 4th, 2024

These Terms of Service (“Terms”) constitute a legally binding agreement by and between you, on behalf of yourself or an entity ("Customer", "you", "your"), and Adaya AI, Inc. ("Adaya", "we", "us", "our"). These Terms govern your use of the Website and Services (each, as defined below). 

By creating an account with us or otherwise accessing or using the Program and Services, you affirm that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must stop using the Services. If you are acting on behalf of or for the benefit of an entity or other third party, you represent and warrant that you have the necessary authority to agree to these Terms and to bind such entity or third party to these Terms.

You affirm that you are more than 18 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. The Services are exclusively for the use of adults 18 years of age or older, and if you are below the age of 18 you are prohibited from using the Services.

We reserve to the right, in our sole discretion, to make changes and updates to these Terms, and at any time and for any reason. We encourage you to periodically review these Terms and stay informed of any updates. We will inform you of any material changes to these Terms using the contact information and methods you have provided to us. You will be subject to, and will deem to have been made aware of any changes to these Terms by your continued use of the Website and Services.

2.1"Adaya Marks" or "Mark of Adaya" means the names, logos, icons, images, branding, or any other associated content or media used to identify Adaya.

2.2“Affiliate” means any entity that now or hereafter is directly or indirectly controlled by, or in control of, or commonly controlled by another entity. For purposes of the foregoing, the term "control" means either ownership of more than fifty percent (50%) of the outstanding voting securities of such entity, or possession of voting power with respect to more than fifty percent (50%) of the outstanding voting securities of such entity, or possession of the power (through proxy, contract, or otherwise) to appoint a majority of the members of the Board of Directors, the managers, or other similar governing body with respect to such entity.

2.3"Confidential Information" means all non-public, proprietary, or confidential information of Adaya including, without limitation, Trade Secrets, knowledge, data and other information owned, held, or known by Adaya or any Affiliate and relating to products, potential products, contracts, and specifications, processes, know-how, designs, formulas, data, customer lists, business plans, marketing plans and strategies, pricing strategies and other subject matter pertaining to any research, business, or planned or contemplated business of Adaya, any Affiliate of Adaya, or any customer of Adaya or other party that heretofore has or hereafter may contract with Adaya for the performance of services or delivery of products. Confidential Information shall include such information as is currently owned, held, or known by Adaya, but shall exclude Customer generated content and reports and information on Customer’s activities as presented in the Platform.

2.4“Intellectual Property Rights” means all rights arising from patents, copyrights, trade secrets, Confidential Information, trademarks, service marks, trade names, mask works, applications and other proprietary rights in any jurisdiction to all (i) inventions, discoveries, works of authorship, know how, technical information, work product, designs, ideas, concepts, innovations, drawings, schematics, formulae, techniques, methods, systems, processes, compositions of matter, computer software programs, databases, and (ii) any improvements, enhancements or modifications related thereto, all the foregoing, whether or not patentable, copyrightable or protectable as trade secrets, irrespective of whether registered as a patent, copyright, trademark or in another form, irrespective of whether constituting a commercial, professional or trade secret and irrespective of whether reduced to practice or not.

 

2.5“Master Account” means the Customer’s main account with Adaya.

2.6“Order Form” means any initial or subsequent ordering document and/or online request by which the Customer is subscribing to the Services.

 

2.7“Platform” means Adaya’s proprietary platform for management, planning, optimizing, monitoring and execution of advertising, marketing or content strategies and related activities and which is intended to provide the Services to the Customer. The Platform includes, an application, done-with-your program, database, various software, servers, educational content and also including any changes, updates, upgrades, modifications and enhancements made thereto, and any related modules, add-ons, tools, browser plugins and applications as well as any documentation relating thereto.

2.8“Service(s)” means the Platform available on a comprehensive program and software as a service ("SaaS") basis, which are provided by Adaya to the Customer for content creation, management and execution of creative content, and content marketing, including any additional services provided by Adaya to the Customer, such as maintenance and support.

2.9"Service Descriptions" means the overview and other terms applicable to the Services, as amended from time to time. 

2.10“Term” means the period for which the Customer subscribed for the Services, as indicated in the Order Form.

2.11"Trade Secrets" has the meaning ascribed thereto under the Uniform Trade Secrets Act, and generally means information, including a formula, pattern, compilation, program, device, method, technique, or process, that (a) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

2.12"Updates" means any corrections, bug fixes, new features or functions added to the Services, but shall not include any new versions that Adaya markets and sells separately.

2.13"Use Level" means the model by which Adaya, prices and offers the Service to Customer as set forth on the applicable price list, website, Order Form, and/or Service Description.

2.14"Website" means https://www.adaya.ai/, and any other Adaya platforms

Adaya will provide the Services set forth in the Order Form for Customer’s use in accordance with these Terms and applicable Use Levels. 

Technical support for the Services is provided as set forth in the applicable Service Description. Company reserves the right to Update the Services at its discretion. Updates to the Services are included in the Fees, and Customer agrees to use the most current version of the Service.

Adaya continuously is working on improving the features of the Services, and may do so in its discretion, and as part of such, Adaya may also remove certain functions which are not frequently used or are replaced by other functions. There is no guarantee by Adaya to maintain certain features and Customer acknowledges that current features available in the Platform are subject to change by Adaya in its discretion.

Customer is required to obtain and maintain any telecommunication or networking services or equipment, security services or systems, or hardware or other equipment for accessing the Platform. If Customer requires any of the foregoing, Customer must obtain such means at its own expense. Adaya does not make any warranty with respect to such means.

The Service is a generative content creation SaaS marketing program and documentation provided by Adaya and may be used by the Customer through the Platform. The Service is intended to assist in the creation, management and execution of creative content, and content marketing, including any additional services provided by Adaya to the Customer, such as maintenance and support. The Service is not intended to replace Customer’s discretion in connection with such content or marketing efforts. 

Customer acknowledges that marketing content effectiveness is affected by a multitude of factors, such as such Ad Networks conduct and compliance, product quality and marketing strategies selected by Customer. Therefore, Adaya does not represent, warrant, or guarantee that use of the Services will meet Customer’s marketing or advertising expectations or requirements.

It is further acknowledged by Customer that the Services are largely dependent on the availability and operation of third-party platforms and websites, including, without limitation, the applicable Social Platforms and Ad Networks and that Adaya shall not bear responsibility or liability with respect to such, their operation, rules, functionalities and/or changes made thereto.

Adaya may make the Service available to software, applications and/or services provided and licensed by third parties ("Third Party Services"). The use of such Third Party Services in or with the Service is subject to the applicable licenses, terms of use and conditions of such Third Party Services. In the event that no such third party license agreements exist, the restrictions contained in these Terms shall apply on all such Third Party Services, with the necessary changes having been made or with consideration of the respective differences. Adaya disclaims any warranty or representation with regards to any use of any of such Third Party Services, which use is on an as-is basis. In as much as the Website, the Platform and/or the Services contain links to websites which are not operated by Adaya ("Third Party Websites"), Adaya shall not bear any responsibility or liability with regards to any such Third Party Websites, their contents, the information presented therein, etc., and any use thereof, and in no event will Adaya be liable in any way for any damages of any kind whatsoever resulting from or in connection with any use of any such Third Party Services and/or Third Party Websites or any reliance on any information presented therein, and any such use shall be on user’s own discretion, risk and responsibility.

Access to the Platform and the Service requires the registration of Customer, which is made by filling and submitting the Order Form on the Website. As part of the signup process, Customer shall be required to provide training data for full use of the Platform. Customer may, from time to time, remove or add training data in its discretion. Once submitted and to the extent complied with all requirements of the Order Form, Adaya will send a confirmation e-mail to the address indicated therein and will establish the Customer’s Master Account. Customer may begin use of the Service only after receiving such confirmation e-mail. The Master Account is provided for the benefit of Customer’s solely and Customer may not use its Master Account to provide services to third parties which are similar to the Services.

Customer may add additional users to a Master Account and provide them with different credentials and authorizations, in its discretion (“Additional Users”). Addition of additional user may incur additional fees that will be in accordance with Adaya's discretion and Program offering. Customer shall ensure the compliance of such Additional Users with these Terms and, as between Customer and Adaya, shall be responsible for any breach made by them. Adaya shall bear no responsibility with respect to such Additional Users.

Customer is solely responsible for (i) the configuration of Customer’s Services account, (ii) the operation, performance, and security of Customer’s equipment, networks and other computing resources used to connect to the Services, (iii) ensuring all users exit or log off from the Services at the end of each session, (iv) maintaining the confidentiality of Customer’s accounts, user id’s, and passwords used in conjunction with the Services, and (v) all uses of the Services by Customer and its users. Adaya reserves the right to suspend the Services or terminate its agreement with Customer if Customer misuses or otherwise shares login information among users. Customer will notify Adaya immediately of any unauthorized use of its account or any other breach of security. Adaya will not be liable for any loss that Customer may incur as a result of a third party using its password or account, and Customer may be held liable for any such losses incurred by Adaya and/or another party. Adaya reserves the right to review Customer’s account to confirm compliance with applicable Use Levels, and to terminate or suspend Customer’s access for overuse and/or misuse. Customer agrees to pay for any overage in excess of permitted Use Levels.

Except as expressly permitted by these Terms, or specifically authorized in writing and in advance by Adaya, Customer shall not, nor permit others to: (a) use, copy, modify, create derivative works from or distribute the Service and/or the Platform, any part thereof, or any copy, adaptation, transcription, or merged portion thereof, in any way other then as agreed herein; (b) decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Service and/or the Platform; (c) transfer, loan, lease, assign, rent, or otherwise sublicense the rights granted hereunder in any way other then as permitted under these Terms; or (c) remove any copyright, proprietary or similar notices from the Platform or any documentation thereof (or any copies thereof).

You agree not to provide false information about yourself, impersonate another individual or provide misleading or false user information through your use of the Platform or Services.

Proprietary Rights. Except for the limited subscription rights granted herein, Customer has no right, title or interest in or to Adaya Marks or Services or any components provided by Company in connection with the Services or any Intellectual Property Rights related thereto. Customer acknowledges that Company or its licensors retain all proprietary right, title and interest in and to, or practiced in connection with, Adaya's Confidential Information, Trade Secrets, and the Services and any components, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades, and interfaces thereto. These Terms do not transfer ownership of the Platform or underlying technology or any part thereof. The Website and its entire contents, program materials, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Adaya, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Website, except as necessary to receive the benefit of the Services and as permitted hereunder.

Adaya Marks. Unless expressly authorized under these Terms, Customer agrees that it shall not use, register or apply for registration of any trademark, service mark, business name, company/trade name, domain name or social media account name or handle which is comprised of or incorporates in whole or in part any Mark of Adaya, or is otherwise confusingly similar to a Mark of Adaya. In the event of any breach of this provision, Customer agrees that (a) it will immediately stop its prohibited use of the applicable Mark of Adaya upon receipt of notice from Adaya of such breach; and/or (b) if applicable and subject to Adaya's sole discretion, Customer shall do all things necessary to effect the transfer of any such same or similar trademark, service mark, business name, company/trade name, domain name or social media account name or handle to Adaya, including but not limited to executing assignment documentation. Except as expressly granted herein, no license regarding the use of Adaya's copyrights, patents, trademarks, service marks or company/trade names is granted or will be implied. Moreover, the reproduction, copying, or redistribution for commercial purposes of any materials or design elements on the Website or Services is strictly prohibited without the express written permission of Adaya.

Feedback; Suggestions. You agree that any ideas, suggestions, or improvements that you provide to Adaya about Adaya's products or services shall be owned by Adaya and that Adaya is free to include such ideas in future products without compensation to you. By posting or submitting any testimonial or product reviews material to Adaya (including, without limitation, comments, blog entries, Facebook postings, photos and videos) via the Website, internet groups, social media venues, or to any of our staff via email, text, chat or otherwise, you are representing: (i) that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material; and (ii) that you are thirteen years of age or older. You understand and acknowledge that you are responsible for any materials you submit or contribute, and you, not Adaya, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any material posted or submitted by you or any other user of the Website. In addition, when you submit, email, text or deliver or post any material, you are granting us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate. Any materials submitted by you subject to this Section 7.3 shall be referred to hereinafter as "User Contribution(s)".

Monitoring and Enforcement. We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for Adaya.

Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.

Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS ADAYA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We cannot, however, undertake to review all material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section 7.4.

Third Party Information. It is clarified that the Customer acknowledges that any Intellectual Property Rights belonging to the Social Platform or Ad Network, whether by virtue of law or the terms and conditions applicable to such Social Platform or Ad Network shall belong to the Ad Network, notwithstanding Section 7.3, above.

Confidentiality. Customer may not disclose any Confidential Information without the prior express written consent of Adaya unless compelled to do so pursuant to a valid court order, in which case, Customer shall provide written notice to Adaya, if permitted under applicable law, promptly upon receipt of such order.

Please read our Privacy Policy to understand how Adaya collects, uses and discloses your personally identifiable information. The Privacy Policy is hereby incorporated by reference into these Terms.

Orders. Customer may order Services using Adaya's then-current ordering processes. All Orders are subject to acceptance by Adaya in its discretion. All Customer information provided by or on behalf of Customer must be current, complete and accurate and Customer is responsible for keeping such information updated. Order information is subject to automatic processing by Adaya for the purposes of managing Customer’s account.

Fees and Payment.  Platform Fees are agreed upon prior to the account registration process and may be amended from time to time by Adaya.

Payment Deadline. Adaya will automatically charge the credit card on file for payment in full or every 30 days, or once per month for every subscription or payment plan. Unless otherwise agreed in writing, payment shall be made automatically or within seven (7) days from the subscription payment due date.

Late Payments. Due but unpaid amounts shall incur a late payment charge at a rate of the lower of 10% per annum or the maximum rate permitted by applicable law compounded annually, commencing as of the due payment date and until finally paid in full. Company reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of fees, and (ii) impose a charge to restore archived data from delinquent accounts. Customer agrees to reimburse Company for all reasonable costs and expenses incurred in collecting delinquent amounts.

Additional Services. Customer may order additional Services at any time, which are not included in the purchased subscription and which may be subject to additional fees. Unless otherwise agreed in the applicable Order Form, any additional Services ordered by Customer following the effective date of such Order Form are subject to these Terms.

Taxes and Withholding. Customer shall be responsible for all applicable taxes (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), tariffs, Universal Services Fund (USF) fees) (collectively, “Taxes”) imposed by any government entity or collecting agency based on the Services, except those Taxes based on Company net income, and/or those Taxes for which Customer has provided a certificate confirming Customer is otherwise exempt. If Customer fails to satisfy its Tax obligations herein, Customer agrees to reimburse Company for any Taxes paid on Customer’s behalf and indemnify and hold Company harmless against any claim, liability and/or penalties resulting therefrom.

Refunds. All services rendered are non-refundable. No refunds or credits for partial months or years of service will be refunded to Customer upon cancellation. All payments are final. 

The Services are for personal/professional/business use only, and may not be used for any other illegal purpose. 

Customer may not use the Service for any of the following purposes including without limitation managing campaigns promoting or supporting any of the following purposes (the "Prohibited Activities") and Adaya disclaims any and all liabilities, losses and or damages with respect to any use of the Services which constitutes a Prohibited Activity:

Engaging in unlawful, indecent, obscene or other morally objectionable activities.

Disseminating any unlawful, harassing, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable or illegal materials.

Transmitting material that encourages conduct which may constitute a criminal offense, results in civil liability or otherwise breaches any relevant law, regulation and/or code of practice.

Gaining unauthorized access to other computer systems.

Interfering with any other person's use of the Service and/or using the Services to provide services to third parties which are similar to the Services (or parts thereof).

Transmitting, junk mail, chain letters or "spam".

Making and/or transferring and/or storing electronic copies of materials protected by copyright without the express permission of the owner of the material, or otherwise making such use of the Service that infringes third parties intellectual property rights.

Circumvent, disable or otherwise interfere with security related features or other features of the Platform and/or with the use of Services, or enforce any limitations on use of the Platform and/or the Services.

Transmitting materials or otherwise acting (or failing to act) in breach of the terms and condition of any applicable Ad Network.

Modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Website, Services, and/or the Platform.

Knowingly or negligently access or use the Website, Platform, or Services in a manner that abuses or disrupts Adaya's networks, security systems, user accounts, or Services of Adaya or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means.

Engaging on conduct that is likely to deceive any person.

Market, offer to sell, and/or resell the Services to any unauthorized third party.

Use the Services in violation of Adaya policies, applicable laws, ordinances or regulations.

Use the Website, Platform, or Services directly or indirectly for competitive benchmarking or other competitive analysis if Customer is a direct competitor of Adaya or the Service.

Make any representations with respect to Adaya or these Terms (including, without limitation, that Adaya is a warrantor or co-seller of any of Customer’s products and/or services).

Adaya shall have sole and exclusive discretion to determine the applicability of the restrictions set forth above and any violations thereof.

You warrant and represent to Adaya that (i) you have the right, full power and lawful authority to accept these Terms for the purposes herein and to carry out your obligations hereunder, and you have all requisite consents, licenses and authorizations required in order to use the Service (ii) you will use the Service only within the scope of the rights and authorization hereunder, (iii) you will not use the Service in violation of applicable law, rule or regulation, (iv) you will not use or continue the use of the Service, alone or in combination with other materials, in a manner that would, constitute infringement of a third party’s intellectual property rights; and (v) you will comply with all rules and instructions of any applicable Ad Network, whether while using the Services or operating directly with such advertisement platform.

It is acknowledged by Customer that compliance with the terms and conditions of the applicable Ad Network and the Shopify platform is an essential part of these Terms and that breach of such terms and conditions may lead to significant damages to Adaya and its other customers for which Customer shall be held accountable.

You further affirm, represent, and warrant that, through the use of the Services, any Ad Networks utilized do not relate to the following:

Pornography or sexually explicit content

The occult

Hate speech

Racism

Pharmaceuticals

Purchase and use of illegal narcotics

Medicinal and recreational cannabis products

Cryptocurrency

Illegal activities of any kind

The Services may link you to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of Company, and you acknowledge that Company is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by or any association with its operators.

In connection with the performance, access, and use of the Services under these Terms, Customer agrees to comply with all applicable laws, rules and regulations including, but not limited to, export and import, data protection, and privacy laws and regulations. Specifically, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection laws to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required. Notwithstanding any other provision in these Terms, Adaya shall have the right to immediately terminate its agreement with Customer for noncompliance with applicable laws.

THE SERVICE (AND THE PLATFORM), ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PROVIDED BY LAW, ADAYA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. Although Adaya employs reasonable commercial efforts, Adaya does not guarantee that use of the Service shall be uninterrupted or error free. It is acknowledged by Customer that Adaya may, upon prior notice, suspend or shutdown the Service for maintenance and updates purposes. Adaya does not assume any liability with respect to an interruption, failure, damage or liability caused from the use or non-use of any third-party platforms and websites, including, without limitation, an Ad Network, or the Shopify platform nor it provides any warranties or guarantees with respect to the foregoing.

Without limiting the foregoing, Adaya shall not be responsible for errors or deficiencies attributable to (a) changes to the Service made by the Customer; (b) use of the Service contrary to these Terms of Use (or in breach of these Terms), or the written instructions of Adaya; (c) use of the Service contrary to the Ad Networks or Shopify Platforms terms and policies; (d) a service or product not supplied by Adaya. It is clarified that Adaya shall not be liable for the operation and function of any Customer or third-party products, services, actions or omissions, including, but not limited to, those of third-party data providers, the Ad Networks or any third party that operates in or with the Ad Network.

You understand that Adaya cannot and does not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, ADAYA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL ADAYA, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE, PLATFORM, AND SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

WITHOUT LIMITING THE FOREGOING, THE MAXIMUM COLLECTIVE LIABILITY OF ADAYA, ITS AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY CUSTOMER OR OTHER PERSON, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH ANY LICENSE, USE OR OTHER EMPLOYMENT OF THE WEBSITE, PLATFORM, OR SERVICES DELIVERED TO CUSTOMER HEREUNDER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, WARRANTY, TORT OR OTHERWISE, SHALL IN NO CASE EXCEED THE ACTUAL PRICE PAID TO ADAYA BY CUSTOMER FOR THE SERVICES WHOSE LICENSE, USE, OR OTHER EMPLOYMENT GIVES RISE TO THE LIABILITY IN THE THREE-MONTH PERIOD PRECEDING THE LIABILITY. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF ADAYA ARISING OUT OF THESE TERMS, THE WEBSITE, PLATFORM, AND SERVICES. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED IN CONNECTION WITH THE WEBSITE, PLATFORM, SERVICES, AND ANY SERVICES RENDERED HEREUNDER AND THAT, WERE ADAYA TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH CONSIDERATION WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER.

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. Any User Contributions do not reflect or represent the opinions of Adaya.

You agree to indemnify, and hold Adaya, its affiliates, and their licensors, service providers, employees, agents, officers, and directors harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from your misuse of the Website, Platform, and/or Services as well as any third party claims in connection with or arising from alleged intellectual property infringement and/or Customer's User Contributions.

Subscription of the Services may be terminated at any time by giving written notice to cancel the subscription by emailing [email protected]. Termination shall be effective upon receipt of such email. Any amounts paid in advance by the Customer shall not be refunded.  All past payments are non-refundable.

Adaya may terminate a subscription and/or close a Master Account for any reason. In addition, Adaya may suspend or deny access to the Service (and the Platform) or use thereof upon the occurrence of any of the following, with immediate effect: (i) if a Customer or an Additional user assigned thereto commits a material breach of any of its undertakings, warranties and representations hereunder; (ii) if any proceedings are commenced by, for, or against the Customer under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking reorganization of Customer’s debts, and such proceeding is not dismissed with fifteen (15) calendar days of its commencement; (iii) if a Customer breaches the terms and conditions relating to a Social Platform or Ad Network.

Upon termination and/or expiration of the Term for any reason, the Customer and any Additional Users appointed by it or any of their clients shall no longer be allowed to use or access the Service (or the Platform).

Survival. The provisions of Sections and any other provisions which by their nature should extend beyond the Term, shall survive the termination of the Services.

Amendment; Conflicts. These Terms may be updated from time to time by Adaya, in its sole discretion, which shall govern the use of the Platform and the rendering of the Services. Customer’s continued use of the Platform and the Services constitutes its acknowledgement and consent to the amended Terms. In the event of any contradiction between the provisions of these Terms and the provisions of an Order Form, the provisions of the latter shall prevail. 

Cookies. By using the Services or websites, Customer agrees to the use of cookies which Adaya uses to facilitate use of the Services, Platform, and Website. Adaya does not store passwords or any other Customer personal information in the cookies, and Adaya does not sell, trade or rent any Customer personal information to unaffiliated third parties. More information about Company’s use of cookies is contained in Adaya's Privacy Policy.

No Waiver. No delay or failure of any party to exercise any right provided herein shall in any way deem to constitute a waiver. No waiver shall be effective unless in writing signed by the waiving party.

Severability; Integration. Unless otherwise specified herein, these Terms, along with our Privacy Policy, your Order Form and the Service Descriptions, constitute the entire agreement between you and Adaya with respect to the Website, Platform, and Services and supersedes all prior or contemporaneous communications between you and Company with respect to the foregoing. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Notices. All legal notices required under these Terms shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Customer, and to [email protected] for Adaya, or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if sent by by private courier for overnight delivery, one (1) day after deposit with the courier, (iii) if sent by email, on the next business day following the date and time stamp on the sender’s email; or (iv) five (5) days after deposit in the mail. Adaya may also provide Customer with notice postings on the Website.

Entire Agreement; Order of Precedence. These Terms set forth the entire agreement and understanding of the parties relating to the Services and supersede all prior and contemporaneous oral and written agreements. For any conflict between an executed Order Form, these Terms, and the Service Descriptions, the conflict shall be resolved in that order, but only for the specific Services described in the applicable Order Form. Nothing contained in any document submitted by Customer shall in any way add to or otherwise modify these Terms or Adaya's program terms.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the provisions of conflict of laws. Subject to and without limiting the agreement to arbitrate in Section 20, the courts of the State of California located in the City of Santa Barbara, California (or, in the case of exclusive federal jurisdiction, the U.S. District Court for the Central District of California) shall have sole and exclusive jurisdiction and venue over any dispute related to this Agreement and both parties hereby consent to such jurisdiction and venue. 

Suspension of Service. Adaya may temporarily suspend the Services if Adaya determines, in its sole discretion, that continued provision would compromise the security of the Services due to, without limitation, hacking attempts, denial of service attacks, mail bombs or other malicious activities, and Adaya will take action to promptly resolve any such security issues. Adaya agrees to notify Customer of any such suspension and subsequent reactivation of the Services.

Assignment. Customer may not assign its rights or delegate its duties under these Terms either in whole or in part without Adaya's prior written consent. Adaya may freely assign its rights or delegate its duties under these Terms. These Terms will bind and inure to the benefit of each party’s successors or assigns.

Copyright. In the event Customer believes that the Services have been used in a manner that constitutes copyright infringement, Customer shall notify Adaya at [email protected], and provide all of the following information, as required by the Digital Millennium Copyright Act: (i) a statement that Customer has identified content in the Services that infringes a copyright of a third party for whom Customer is authorized to act; (ii) a description of the copyrighted work Customer claims has been infringed; (iii) a specific description of where the allegedly infringing material is located in the Services, including a URL or exact description of the content's location; (iv) Customer’s name, address, telephone number, and e-mail address; (v) a statement that Customer has a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use); (vi) a statement that, under penalty of perjury, the information in Customer’s notice is accurate and that Customer is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and (vii) Customer’s electronic or scanned physical signature. Adaya reserves the right to delete or disable allegedly infringing content, to terminate the accounts of users who are repeat infringers, and to forward the information in the copyright-infringement notice to the user who allegedly provided the infringing content.

General Terms. Captions and headings are used herein for convenience only, are not a part of these Terms, and shall not be used in interpreting or construing these Terms. The parties are independent contractors and nothing in these Terms creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between or among the parties. Subject to Sections 16 and 17, no person or entity not a party to these Terms will be deemed to be a third-party beneficiary of these Terms or any provision hereof. Adaya's authorized resellers and distributors do not have the right to make modifications to these Terms or to make any additional representations, commitments, or warranties binding on Adaya. No waiver or amendment of any term or condition of these Terms shall be valid or binding on any party unless agreed to in writing by Adaya and Customer. Adaya's failure to enforce any term of these Terms will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. Adaya will not be responsible for any delay, interruption or other failure to perform under these Terms due to force majeure events and acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events may include: natural disasters; wars; terrorist activities, activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers, labor disputes; and acts of government.

The parties agree that any dispute or claim in law or equity arising between them regarding the use of the Website, the Services, Platform, or these Terms, including any dispute regarding the enforceability or applicability of this arbitration provision, shall be decided by neutral, binding arbitration conducted in Santa Barbara, California. The arbitrator shall be a retired judge, justice, or an attorney with at least ten (10) years of legal experience relating to the subject matter of this Agreement, unless the parties mutually agree otherwise, who shall render an award in accordance with the substantive laws of the State of Delaware. In all other respects, the arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association, subject to the parties being allowed limited discovery. Judgment upon the award of the arbitrator(s) may be entered in any court having jurisdiction.

NOTICE: BY USING THE WEBSITE AND SERVICES YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS “ARBITRATION OF DISPUTES” PROVISION DECIDED BY ARBITRATION AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION YOU MAY BE COMPELLED TO ARBITRATE ANYHOW PURSUANT TO A COURT ORDER. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. IF YOU DO NOT WISH TO AGREE TO ARBITRATION, THEN YOU MAY NOT USE THE WEBSITES OR SERVICES.

ANY LEGAL ACTION OR ARBITRATION ARISING IN CONNECTION WITH THE USE OF THE WEBSITE, THE SERVICES, OR THESE TERMS MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

In any dispute, action, proceeding, or arbitration regarding the use of the Website, Services, Platform, or these Terms, including the enforcement of any arbitration provision herein, the party prevailing in such action or proceeding shall be entitled to recover, in addition to any other award of damages or other remedies, its reasonable attorneys’ and experts’ fees, costs and expenses (including, without limitation, expenses for expert witnesses and all reasonable attorneys’ fees, costs and expenses upon appeal).

If you wish to contact Adaya for any reason, you can reach us at [email protected]. 

Adaya AI Inc. 

4660 Via Huerto Santa Barbara, CA 93110