Terms and Conditions

These Terms of Service ("Terms") constitute a legally binding agreement between you ("You" or "Your") and AryaXAI RESEARCH AND DEVELOPMENT LABS INC, a Delaware corporation, along with its affiliates and subsidiaries ("AryaXAI," "We," "Us," or "Our"). These Terms govern your use of our website, aryaxai.com (the "Website"), and our artificial intelligence platform, software, and related services (collectively, the "Service").

By creating an account, accessing the Website, or using the Service, you signify that you have read, understood, and agree to be bound by these Terms and to the collection and use of your information as set forth in our Privacy Policy, which is hereby incorporated by reference. These Terms apply to all visitors, users, and others who access the Service.

If you are using the Service on behalf of a company, organization, or other legal entity (“Entity”), you represent and warrant that you are an authorized representative of that Entity with the authority to bind the Entity to these Terms, and you agree to these Terms on the Entity’s behalf. In such a case, "You" and "Your" will refer to both you and that Entity.

1. Eligibility and Service Access

To use the Service, you must be able to form a binding contract with AryaXAI and comply with these Terms and all applicable local, state, national, and international laws.

The Service is not available to any persons previously removed from the Service by AryaXAI. You must be at least 13 years old to use the Service. If you are between the ages of 13 and 18 (or the age of legal majority in your jurisdiction), you may only use the Service under the supervision of a parent or legal guardian who agrees to be bound by these Terms.

2. Membership

2.1. If You connect to AryaXAI through a third-party service provider, You give Us permission to access and use Your information from that service as permitted by that service. Using another user’s membership without permission is strictly prohibited. While registering with AryaXAI, You must provide true, accurate, current, and complete information. You are solely responsible for the activity that occurs on part of Your membership, and You must keep Your password secure. AryaXAI shall not be responsible for any unauthorized use of Your account. A breach of security or unauthorized use of Your account must be immediately notified to AryaXAI. If You provide any information that is untrue, inaccurate, not current, or incomplete, or AryaXAI has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, AryaXAI has the right to indefinitely suspend or terminate Your membership and refuse to provide You access to the Service.

2.2. By providing AryaXAI Your email address, You consent to Our using the email address to send You Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use Your email address to send You other messages, such as changes to features of the Service and special offers. If You do not want to receive such email messages, You may opt out or change Your preferences. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing.

2.3. Other Rules: AryaXAI reserves the right to change the Service, stop providing the Service or features of the Service, or impose usage limits for the Service without any prior written notice. If You violate any provision of these Terms, We may permanently or temporarily terminate or suspend Your account and deny You access to the Service without notice. You shall continue to be bound by these Terms in such a case of termination or suspension.

2.4. On-Premise Usage: The user acknowledges that there may be a situation where the user is accessing or utilizing AryaXAI other than through a cloud platform, including without limitation installation of or hosting AryaXAI on the server(s) of the user. In such a situation, it shall be the sole responsibility of the user to maintain, manage, monitor, and secure such server(s). AryaXAI shall not be liable, in any circumstance whatsoever, for any breach of security, loss, or alteration of any data, or for any other consequence that may arise owing to such usage by the user.

3. Third-Party Links

(Note: The content of this section was labeled "Prohibited uses" in the original document. We have renamed it "Third-Party Links" to accurately reflect its content.)

Although this Website may link to other websites, AryaXAI is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. AryaXAI is not responsible for examining or evaluating, and does not warrant the offerings of, any businesses or individuals or the content of their websites. AryaXAI does not assume any responsibility or liability for the actions, products, services, and content of any other third-parties. You should carefully review the legal statements and other conditions of use of any website which You access through a link from this Website. Your linking to any other off-site websites is at Your own risk.

4. Prohibited Uses

4.1. In addition to other terms as set forth in these Terms, You are prohibited from using the Website or its content:

• 4.1.1. for any unlawful purpose;
• 4.1.2. to solicit others to perform or participate in any unlawful acts;
• 4.1.3. to violate any international, federal, state, or local laws, regulations, rules, or ordinances;
• 4.1.4. to infringe upon or violate Our intellectual property rights or the intellectual property rights of others;
• 4.1.5. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
• 4.1.6. to submit false or misleading information;
• 4.1.7. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
• 4.1.8. to collect or track the personal information of others;
• 4.1.9. to spam, phish, pharm, pretext, spider, crawl, or scrape;
• 4.1.10. for any obscene or immoral purpose; or
• 4.1.11. to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.

We reserve the right to terminate Your use of the Service or any related website for violating any of the prohibited uses.

5. User Substance

5.1. "User Substance" includes data or information uploaded by the user on the AryaXAI platform for processing. Some aspects of the Service further allow users to post content such as profile information, comments, questions, and other submissions or information.

5.2. AryaXAI does not claim title, ownership, or rights over the User Substance. By sharing User Substance through the Service, You agree to allow others to view, edit, and/or share Your User Substance in accordance with Your settings and these Terms. AryaXAI reserves the right to monitor any User Substance posted by You.

5.3. AryaXAI has the right, in its sole discretion, to remove any User Substance that is shared via the Service if it violates any applicable law or these Terms.

5.4. You agree not to post User Substance that:

• 5.4.1. contains material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, unless You are the owner of such rights or have permission from their rightful owner;
• 5.4.2. contains falsehoods or misrepresentations that could damage AryaXAI or any third party;
• 5.4.3. contains material that is unlawful, defamatory, libelous, threatening, obscene, harassing, hateful, or encourages conduct that would be considered a criminal offense;
• 5.4.4. contains advertisements or solicitations of business;
• 5.4.5. impersonates another person.

5.5. For the purposes of these Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence.

5.6. You shall be solely responsible for Your User Substance and the consequences of posting or publishing it, and You agree that We are only acting as a passive conduit for Your online distribution and publication of Your User Substance.

6. Utilization of User Substance

6.1. Marketing and Promoting: By posting any User Substance on the Website, You grant, and You represent and warrant that You have all rights necessary to grant, to AryaXAI a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, store, translate, distribute, and publicly perform and/or display such User Substance, in whole or in part, for use in connection with the Service and AryaXAI’s business, including for promoting, marketing, and redistributing part or all of the Service.

6.2. Other Uses: AryaXAI reserves the right to use, disclose, or store any User Substance if required to do so by law or if it infringes these Terms, or for improving, upgrading, or refining the Service.

7. Use of API

7.1. The Service may include an application programming interface ("API"). Any use of the API must be in accordance with the terms herein.

7.2. You acknowledge that AryaXAI may discontinue, suspend, or otherwise limit usage of the API at any time, in its sole discretion.

7.3. You are solely responsible at all times for any activities occurring through the API via a password or identifier issued to You, and You agree not to share such password or identifier with any third party.

7.4. AryaXAI reserves the right to monitor the frequency and quality of API Calls and to use any information received during an API Call if required by law, if it infringes these Terms, or for improving the Service.

8. Proprietary Rights and Ownership

8.1. The Service is owned and operated by AryaXAI. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, and all other elements of the Service provided by AryaXAI (“AryaXAI Content”) are protected by U.S. and international copyright, trade dress, patent, and trademark laws, and all other relevant intellectual property and proprietary rights.

8.2. All AryaXAI Content on the Service is the property of AryaXAI or its third-party licensors.

8.3. Except as expressly authorized by AryaXAI, You agree not to sell, license, distribute, copy, modify, transmit, publish, or create derivative works from AryaXAI Content.

8.4. You may choose to submit comments or ideas about the Service (“Suggestion”). By providing any Suggestion, You agree that Your disclosure is gratuitous and without restriction, and that We are free to use the Suggestion without any additional compensation to You.

8.5. You acknowledge that You do not own the account You use to access the Service, nor do You possess any rights to data stored by or on behalf of AryaXAI on its servers, except as described in these Terms and the Privacy Policy.

8.6. You agree that AryaXAI has the absolute right to manage, regulate, control, modify, and/or extinguish AryaXAI Content as it sees fit, and that AryaXAI will have no liability to You based on its exercise of such right.

8.7. You agree that any data residing on Our servers may be deleted, altered, or transferred at any time for any reason in Our sole discretion, with or without notice and with no liability of any kind.

8.8. You acknowledge that by utilizing the data fed into AryaXAI, it may discover and implement advanced ways to generate responses. You agree that any such new method or knowledge that AryaXAI acquires and employs is solely owned by AryaXAI, and You shall have no claim to it under any applicable law.

9. Payment and Refund

9.1. Billing Policies: Certain aspects of the Service may be provided for a fee. If You choose to use paid aspects of the Service, You agree to the pricing and payment terms, as We may update them from time to time. AryaXAI may add new services for additional fees or revise fees for existing services, at any time in its sole discretion.

9.2. Cancellation and No Refunds: You may cancel Your paid subscription at any time. All fees are non-refundable for the subscribed period. Your cancellation will become effective at the end of your current billing cycle. You will continue to have access to the paid Service through the end of your prepaid subscription period. After your subscription period ends, your account will automatically revert to the free plan, if one is available. In the event that AryaXAI suspends or terminates Your account for your breach of these Terms, You understand and agree that You shall receive no refund or exchange for any unused time on a subscription.

9.3. Payment and Applicable Taxes: All information that You provide in connection with a purchase must be true, accurate, complete, and current. You agree to pay all charges incurred by users of Your credit card, debit card, or other payment method used in connection with a purchase. You will pay any applicable taxes, if any, relating to any such purchases.

10. Privacy and Security

We care about the privacy of our users. By using the Service, you consent to the collection, use, and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your data collected, used, transferred to, and processed in the United States.

While we work to protect the security of your content and account, AryaXAI cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your personal information at your own risk.

11. DMCA Notice

Since we respect artist and content owner rights, it is AryaXAI's policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify AryaXAI's copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit AryaXAI to contact you, such as your address, telephone number, and e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to our DMCA Agent at: hello@AryaXAI.ai.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

AryaXAI, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT: (A) THE CONTENT IS ACCURATE, RELIABLE, OR CORRECT; (B) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13. Indemnity

You agree to defend, indemnify, and hold harmless AryaXAI and its affiliates, agents, and their employees, contractors, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including any right of privacy or Intellectual Property Rights; or (iv) your violation of any applicable law, rule, or regulation.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AryaXAI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AryaXAI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS; OR (IV) ANY BUGS, VIRUSES, OR TROJAN HORSES THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY.

IN NO EVENT SHALL AryaXAI'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE AMOUNTS PAID BY YOU TO AryaXAI FOR THE SERVICE IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

15. Governing Law and Dispute Resolution

15.1. Governing Law

These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

15.2. Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM AryaXAI.

For any dispute with AryaXAI, you agree to first contact us at hello@AryaXAI.ai and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a dispute after sixty (60) days, we each agree to resolve any claim, dispute, or controversy arising out of or in connection with these Terms by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules then in effect for the AAA.

The arbitration will be conducted in Wilmington, Delaware, unless you and AryaXAI agree otherwise.

15.3. Class Action/Jury Trial Waiver

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND AryaXAI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

16. General

• Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by AryaXAI without restriction.
• Changes to Terms: We may modify these Terms from time to time. We will notify you of material changes by posting the new Terms on the Website. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service.
• Entire Agreement/Severability: These Terms, together with any amendments and any additional agreements you may enter into with AryaXAI, shall constitute the entire agreement between you and AryaXAI concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions.
• No Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term, and AryaXAI’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
• Contact: Please contact us with any questions regarding these Terms.
  AryaXAI RESEARCH AND DEVELOPMENT LABS INC
  3828 Kennett Pike, Suite 212
  Greenville, DE 19807-2331
  Email: hello@aryaxai.com

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