Legal
Terms of Service
These Terms of Service (these "Terms") are a legally binding agreement between the party accepting these Terms as set forth in this paragraph ("you") and Gaya Technologies Inc. ("Gaya") and apply to Gaya's AI-powered data scanning and extraction services ("super-copy"), data input and pasting services ("super-paste"), integration services, and related services, including those made available via https://gaya.ai and any successor links and associated webpages (the "Site") and via application programming interface(s) (APIs) (collectively, the "Services").
PLEASE READ THESE TERMS CAREFULLY. WHEN YOU CREATE AN ACCOUNT, EXECUTE THESE TERMS, OR OTHERWISE ACCESS OR USE THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
BY AGREEING TO THESE TERMS, EXCEPT FOR (A) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 12, (B) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 12, OR (C) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND GAYA WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.
We may indicate that different or additional terms, conditions, guidelines, policies, and/or rules apply in relation to some of the Services ("Supplemental Terms"). Any Supplemental Terms become part of your agreement with Gaya if you use the applicable Services. If there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.
Gaya may make changes to these Terms. If Gaya makes changes, Gaya may provide you with notice of such changes, such as by sending an email, providing a notice through the Site, or otherwise. Unless Gaya says otherwise in its notice, the amended Terms will be effective immediately, and your continued use of the Services after Gaya provides such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Services. Any changes to these Terms will not apply to any dispute between you and Gaya arising prior to the date on which Gaya posted the updated Terms incorporating such changes or otherwise notified you of such changes.
1. THE SERVICES
1.1 Right to Use.
Subject to your compliance with the terms and conditions of these Terms, Gaya grants you a limited, non-exclusive, revocable right to use the Services solely during the term of these Terms and solely for your internal purposes on a device that you own or control. You may not resell, transfer, assign, or sublicense your rights under these Terms to any third party or use the Services to provide services for the benefit of any third party.
1.2 Third-Party Services.
Certain Services or features thereof may rely on, interoperate with, or otherwise utilize or leverage products and/or services provided by third parties (such services, "Third-Party Services" and the providers of such services, "Third-Party Service Providers"). You are solely responsible and liable for complying with all terms, conditions and policies imposed by Third-Party Service Providers on Third-Party Services ("Third-Party Terms"). Gaya is not, and will not be deemed to be, a party to any Third-Party Terms, all of which are exclusively between you and the applicable Third-Party Service Provider(s). Gaya does not make any warranties or guarantees with respect to Third-Party Services, including the performance or continued availability of Third-Party Services and Gaya may (either itself or as required by the Third-Party Service Provider) limit or cease providing interoperation with any or all Third-Party Services (and, as a consequence, certain or all features of the Services may be limited or ceased) without entitling you to any refund, credit, or other compensation if, for example and without limitation, the Third-Party Service Provider ceases to make the Third-Party Service available for interoperation or use with the Services in a manner acceptable to us. Moreover, the performance of Third-Party Services (and Third-Party Service Providers) is outside Gaya's control.
GAYA WILL NOT BE LIABLE FOR, AND GAYA EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES TO THE EXTENT CAUSED BY ANY THIRD-PARTY SERVICES OR THIRD-PARTY SERVICE PROVIDERS OR FOR YOUR COMPLIANCE (OR NON-COMPLIANCE) WITH ANY APPLICABLE THIRD-PARTY TERMS, EACH OF WHICH ARE YOUR EXCLUSIVE RESPONSIBILITY AND LIABILITY.
1.3 Modifications.
Notwithstanding anything to the contrary in these Terms, (a) Gaya may conduct maintenance on the Services from time to time without prior notice to you and (b) Gaya may modify, limit, or entirely eliminate features of the Services from time to time at Gaya's sole discretion, including due to limitations imposed on, or the unavailability of, Third-Party Services.
2. ELIGIBILITY AND ACCOUNTS
2.1 Eligibility.
In order to use the Services, you must meet, and you represent and warrant that you do meet, the following criteria: (a) you must not be located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country; (b) you must not be listed on any United States government list of prohibited or restricted parties; and (c) you must be at least 18 years of age (or the minimum age in your jurisdiction required for the formation of binding agreements).
2.2 Use on Behalf of Others.
You represent and warrant that these Terms are valid, binding, and enforceable against you. If you use the Services on behalf of another person or entity, (a) all references to "you" throughout these Terms (other than in this Section 2.2) will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person's or entity's behalf, and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us. If an entity, you additionally represent and warrant that (i) you are validly existing and in good standing under the laws of the place of your establishment or incorporation and (ii) you have full corporate power and authority to execute, deliver and perform your obligations under these Terms.
2.3 Accounts.
(a) Registration.
You need to register for an account to access our Services. When you register for an account, you must provide accurate account information and promptly update this information if it changes. You are responsible for all activities that occur in connection with your account. We may accept or reject your account request in our sole discretion, including, without limitation, if you fail to comply with the terms and conditions of Section 2.3(b) below.
(b) Provision of Information.
You agree to provide us with the information we request for the purposes of (i) registering and maintaining your account and (ii) otherwise providing the Services. You permit us to keep a record of such information and represent and warrant that such information (and all other information submitted in connection with the Services, including, without limitation, Your Data (as defined below)) is accurate, complete and truthful. You agree to keep us updated if any of the information you provide changes. We may modify, limit, or entirely eliminate your access to any or all Services as a result of information collected about you.
(c) Conditions.
Your account is subject to the following conditions:
(i) Access.
You understand and agree that access to your account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your account to any person without our prior written permission.
(ii) Security.
You understand and agree that you are solely responsible for maintaining the security of your account and control over any usernames, passwords and any other codes that you use to access our Services, and any payment information (including, without limitation, debit and credit card information) used in connection with your account. You understand and agree that you will not hold us responsible for managing or maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
(iii) Electronic Communication.
You agree and understand that we may communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and other applicable contact information current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record are considered valid.
3. YOUR OBLIGATIONS
3.1 Restrictions.
You agree that the Services contain trade secrets and other valuable proprietary information belonging to Gaya. You will not, and will ensure that no third parties: (a) alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, the Services or any component thereof; (b) attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means; (c) seek to acquire any ownership interest in or to the Services; (d) license, offer, sell, transfer, or lease the Services or attempt any of the foregoing; (e) remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services; (f) access or use the Services in order to design, develop, or build a similar product or competitive product; (g) enable access to the Services by anyone not authorized to use the Services; (h) develop any scripts or software applications that interact with or integrate with the Services unless first authorized in writing by Gaya; or (i) circumvent or modify any security technologies designed to prevent unauthorized access to the Services.
You will not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Gaya without Gaya's express written consent. You will not use any meta-tags or any other "hidden text" utilizing any of Gaya's names, trademarks, or service marks without the express written consent of Gaya.
3.2 Acceptable Use.
You will not use the Services, and will ensure that no third parties use the Services, to: (a) infringe on, violate, dilute, or misappropriate the intellectual property rights, rights of publicity, privacy rights, or other rights of any person; (b) engage in any fraudulent, unlawful, or abusive activities; (c) store, send, or post disparaging, defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, or indecent content, data, or information; (d) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or Gaya provision of services to other customers; (e) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the Services; or (f) upload or transmit any content that constitutes unsolicited or unauthorized advertising promotional materials, commercial activities, or any other form of solicitation.
You are solely responsible for obtaining and maintaining, at your expense, all of the necessary telecommunications, computer hardware, mobile devices, software, services and Internet connectivity required to access the Services.
3.3 Additional Representations and Warranties.
You additionally represent, warrant and covenant that at all times during your use of the Services, (a) you will comply with all applicable laws, rules, and regulations ("Applicable Laws") and (b) you will refrain from any conduct that will or may cause Gaya to be non-compliant with Applicable Laws.
4. DATA
4.1 Ownership and Provision.
You own and retain all right, title, and interest in and to information, data, content, and/or files accessed, transmitted, uploaded, or stored in association with your use of the Services ("Your Data"), including all intellectual property rights therein. You (a) are solely responsible for the accuracy, content and legality of Your Data and (b) acknowledge and agree that, unless you elect for Your Data to be hosted or stored by or on behalf of Gaya, you (not Gaya) will have sole control over hosting and storage of Your Data.
4.2 Use of Your Data.
If you elect for Your Data to be hosted or stored by or on behalf of Gaya, you hereby grant Gaya a worldwide, royalty-free, fully paid license, with the right to sublicense to applicable service providers, to collect, host, use, access, view, store, copy, display, and otherwise process Your Data to provide, support, monitor, analyze, and improve the Services.
4.3 Rights in Your Data.
You represent and warrant to Gaya that you have the rights, licenses, and permissions necessary to grant the license and use rights in Section 4.2. You acknowledge that Gaya exercises no control over the content of Your Data. You will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property rights without first obtaining the permission of the owner of such rights.
Without limiting the generality of the foregoing, you will be solely responsible for: (a) ensuring that you and Gaya, to the extent acting on your behalf, have the right to collect, store, use, process, and share Your Data via the Services; and (b) providing adequate notice to, and obtaining any necessary consents from, any individuals as required under Applicable Laws with respect to Your Data collected, stored, used, processed, and shared in connection with the Services.
4.4 Data Training.
Gaya will not use Your Data to train artificial intelligence or machine learning models.
5. FEES AND PAYMENTS
5.1 General.
You will pay Gaya all fees and amounts charged by Gaya for use of the Services (collectively, the "Fees") in accordance with this Section 5. We may, in our sole discretion and at any time, with or without notice to you, (a) impose additional Fees and/or (b) increase or lower existing Fees. You are responsible for any and all taxes applicable to the Services, except for taxes on our net income. All Fees are nonrefundable and noncancelable and will be made in U.S. dollars. The terms of payment specified herein may be subject to Gaya's approval of your credit, and Gaya may at any time revise the specified terms of payment.
5.2 Authorization.
You authorize us to maintain your account information and charge your designated payment method in your account (the "Designated Payment Method") as permitted in these Terms and as otherwise disclosed to you, including, without limitation, in connection with Recurring Subscriptions (as defined below). You represent and warrant that you are authorized to use and have Fees charged to your Designated Payment Method.
5.3 Effect of Non-Payment.
If you fail to pay any Fees or other amounts due and owing, Gaya may, without limiting its rights or remedies at law, in equity, or under these Terms (each of which Gaya expressly reserves), (a) automatically charge your Designated Payment Method, (b) impose a finance charge on any outstanding balances, (c) suspend or terminate your account or your access to the Services, and/or (d) impose additional fees and/or charges, including, without limitation, reinstatement fees if your account or your access to the Services has been suspended or terminated. You will reimburse us for all costs and expenses associated with any of the foregoing, including, without limitation, attorneys' fees and costs of collection.
6. INTELLECTUAL PROPERTY; USE OF ARTIFICIAL INTELLIGENCE
6.1 Ownership by Gaya.
(a) The Services.
Subject to the use rights granted under these Terms, as between the parties, Gaya owns and retains all right, title, and interest in and to the Services and any improvements, modifications, enhancements, or derivatives of the foregoing, and all intellectual property rights relating to any of the foregoing. These Terms do not convey to you any rights of ownership in or related to the Services.
(b) Custom Services.
As part of the Services, Gaya may develop or otherwise provide customized development services ("Custom Services"). Gaya will own all right, title, and interest in and to all deliverables and other work product developed in connection with the Custom Services ("Work Product"), and all intellectual property rights relating to the Work Product. Subject to your payment of applicable Fees, Gaya hereby grants you a limited, non-exclusive, revocable right to use Work Product solely during the term of these Terms and solely for your internal purposes on a device that you own or control. All restrictions applicable to the Services in these Terms (including, without limitation, those set forth in Section 3.1 (Restrictions)) are applicable to the Custom Services and the Work Product.
(c) Reservation of Rights.
Except for the rights expressly granted in these Terms, no other rights are granted to you in, to, or under Gaya's intellectual property rights, whether by implication, estoppel, waiver, or otherwise.
6.2 Usage Data.
Notwithstanding anything to the contrary in these Terms, you agree that Gaya may generate, collect, store, use, transfer, and/or disclose to third parties information gathered, prepared, computed, originated, or stored by Gaya resulting from the use or provision of the Services, including information derived from or based on Your Data ("Usage Data") (a) to perform data analytics, (b) to monitor, improve, and support the Services, (c) to design, develop, and offer Gaya products and services (including, without limitation, in connection with training artificial intelligence and/or machine learning models, tools, algorithms, and other technology), and/or (d) for any other lawful purpose. Gaya owns and retains all rights to Usage Data, and no rights are granted to you, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data. Gaya has no obligation to provide or make any Usage Data available to you.
7. TERM, TERMINATION, AND SUSPENSION
7.1 Term.
The term of these Terms commences on your acceptance of these Terms and, unless either party terminates your access to the Services as set forth in this Section 7, continues until your access to the Services terminates or expires.
7.2 Termination for Convenience.
Either party may terminate your access to the Services by providing 30 days' prior written notice to the other party.
7.3 Suspension of Services.
Without limiting Gaya's rights or remedies at law, in equity, or under these Terms (each of which we expressly reserve), you agree that Gaya may immediately suspend your access to the Services if (a) you breach (or we suspect you are in breach of) Sections 3.1 (Restrictions) or 3.2 (Acceptable Use) of these Terms, (b) you are more than 30 days overdue on payment obligations, or (c) your actions risk harm to any of our other customers or the security, availability, or integrity of the Services. We will use reasonable efforts to provide you with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, we will restore your access to the Services.
GAYA WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES AS A RESULT OF ANY ACTIONS TAKEN IN ACCORDANCE WITH THIS PARAGRAPH.
7.4 Effect of Expiration or Termination.
Upon any expiration or termination of these Terms, all rights granted to you under these Terms and Gaya's obligations will immediately cease, and you will stop accessing or using the Services, except the following provisions will survive: Sections 3.1 (Restrictions), 4.1 (Ownership), 4.2 (Use of Your Data), 5 (Fees), 6 (Intellectual Property Rights), 7.4 (Effect of Expiration or Termination), 8 (Confidentiality), 9 (Indemnification), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Arbitration), and 13 (General Provisions).
8. CONFIDENTIALITY
8.1 Protection.
You may be exposed to or receive certain information that is not generally known to the public and is marked as confidential or proprietary, or which, under the circumstances ought to be treated as confidential ("Confidential Information"). You agree that if you are exposed to or receive Confidential Information, you: (a) will protect Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care; (b) will not disclose Confidential Information to any third party; and (c) will not use the Confidential Information for any purpose.
8.2 Injunctive Relief.
You expressly acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section 8 and that in such event Gaya will be entitled to seek and obtain immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
8.3 Feedback.
You may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments, or other feedback to Gaya regarding Gaya and/or the Services ("Feedback"). Feedback, even if designated as "confidential" or "proprietary" by you, will not create any confidentiality or other obligation for Gaya, and you hereby assign to Gaya all rights (including intellectual property rights), title and interest in and to such Feedback. All Feedback is Confidential Information.
9. INDEMNIFICATION
9.1 Gaya Indemnification.
Gaya will defend you against any third-party claim, action, or proceeding (each, a "Claim"), and will indemnify and hold you harmless against any resulting damages and costs (including reasonable attorneys' fees) ("Losses") awarded against you or agreed to in a settlement, to the extent the Claim alleges that the Services, when used in accordance with these Terms, infringes or misappropriates a third-party's intellectual property rights. Gaya's obligations under this Section 9.1 will not apply to the extent the Claim results from or arises in connection with (a) any combination of the Services (or any portion thereof) with any equipment, software, data, or any other materials not provided by Gaya, (b) any modification to the Services by any party other than Gaya, (c) the use of the Services in violation of these Terms, and/or (d) the continued use of the Services after Gaya has provided substantially equivalent non-infringing software or services.
9.2 Your Indemnification.
You will defend Gaya against any Claim, and you will indemnify and hold Gaya harmless against any resulting Losses awarded against you or agreed to in a settlement, to the extent the Claim arises from or in connection with your use of the Services (including, without limitation, your breach or alleged breach of these Terms).
9.3 Procedures.
The indemnifying party's indemnification obligations under this Section 9 are conditioned upon the indemnified party (a) giving prompt written notice of the Claim to the indemnifying party once the indemnified party becomes aware of the Claim (provided that failure to provide prompt written notice to the indemnifying party will not alleviate an indemnifying party's obligations under this Section 9 to the extent any associated delay does not materially prejudice or impair the defense of the related Claims), (b) granting the indemnifying party the option to take sole control of the defense (including granting the indemnifying party the right to select and use counsel of its own choosing) and settlement of the Claim (except that the indemnified party's prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of the indemnified party), and (c) providing reasonable cooperation to the indemnifying party, and at the indemnifying party's request and expense, assistance in the defense or settlement of the Claim.
10. DISCLAIMERS
THE SERVICES ARE PROVIDED "AS IS," AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, GAYA HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY SERVICE PROVIDERS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GAYA DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL COMPLY WITH APPLICABLE LAWS (OR THAT YOUR USE OF THE SERVICES WILL COMPLY WITH APPLICABLE LAWS), OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. GAYA MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM AND YOU ASSUME SOLE RESPONSIBILITY AND LIABILITY FOR ACTIONS TAKEN OR DECISIONS MADE (OR NOT TAKEN OR MADE) AS A RESULT OF YOUR USE OF THE SERVICES OR ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED, OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL (A) GAYA OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, OR CORRUPTION OF DATA, COVER, LOST PROFITS OR REVENUE, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THE RELATIONSHIP BETWEEN THE PARTIES (INCLUDING THESE TERMS), INCLUDING THE USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT GAYA HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, OR (B) GAYA'S TOTAL LIABILITY UNDER THESE TERMS, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE AMOUNT PAID BY YOU TO GAYA IN THE LAST THREE (3) MONTHS AND ASSOCIATED WITH THE SERVICES PROVIDED. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 11 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT NEITHER PARTY WOULD ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS LIMITATION ON LIABILITY WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS.
12. ARBITRATION
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND GAYA TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH THE PARTIES CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND GAYA FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND GAYA AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. GAYA AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
12.1 Informal Dispute Resolution Prior to Arbitration.
For any dispute or claim that you have against Gaya, that Gaya has against you, or that you have or Gaya has arising from or relating to these Terms, the Services, or any aspect of the relationship between you and Gaya as relates to these Terms, the Services, including any privacy or data security claims (collectively, "Claims," and each a "Claim"), you and Gaya agree to attempt to first resolve the Claim informally via the following process:
- If you assert a Claim against Gaya, you will first contact Gaya by sending a written notice of your Claim ("Claimant Notice") to Gaya by certified mail addressed to 548 Market St, PMB 49477, San Francisco, CA 94104-5401 or by email to carl@gaya.ai. The Claimant Notice must (a) include your name, residence address, email address, and telephone number, (b) describe the nature and basis of the Claim, and (c) set forth the specific relief sought.
- If Gaya asserts a Claim against you, Gaya will first contact you by sending a written notice of Gaya's Claim ("Gaya Notice"), and each of a Claimant Notice and Gaya Notice, a "Notice") to you via email to the primary email address associated with your account. The Gaya Notice must (a) include the name of a Gaya contact and the contact's email address and telephone number, (b) describe the nature and basis of the Claim, and (c) set forth the specific relief sought.
- If you and Gaya cannot reach an agreement to resolve the Claim within thirty (30) days after you or Gaya receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Gaya first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.
12.2 Claims Subject to Binding Arbitration; Exceptions.
Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or Gaya, including any disputes in which you or Gaya seek injunctive or other equitable relief for the alleged unlawful use of your or Gaya's intellectual property or other infringement of your or Gaya's intellectual property rights ("IP Claims"), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 12.1 will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
12.3 Federal Arbitration Act.
These Terms affect interstate commerce, and the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules (as defined below), the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
12.4 Arbitration Procedure.
All Claims must be submitted to the American Arbitration Association (the "AAA") and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA. The then-current version of the AAA's Commercial Arbitration Rules and Mediation Procedures, which are available on the AAA's website (adr.org) (the "AAA Rules"), as amended by these Terms as follows, will apply to any arbitration between you and Gaya:
- YOU AND GAYA AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND GAYA ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against Gaya or you by the same or coordinated counsel, may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
- Any in-person appearances will be held in San Francisco, California.
- You and Gaya agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Gaya agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
- The arbitrator's decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against Gaya for you.
- The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Gaya or against you by the same or coordinated counsel or are otherwise coordinated.
- In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Gaya understand and agree that when twenty-five (25) or more similar claims are asserted against Gaya or you by the same or coordinated counsel or are otherwise coordinated resolution of your or Gaya's Claim might be delayed.
- For such coordinated actions, you and Gaya also agree to the following coordinated bellwether process. Counsel for claimants and counsel for Gaya shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process.
- A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
- This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved.
- The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or Gaya's case is selected for a bellwether process, withdrawn, or otherwise resolved.
- A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Gaya or you.
12.5 One Year to Assert Claims.
To the extent permitted by law, any Claim by you or Gaya relating in any way to these Terms, the Services, or any aspect of the relationship between you and Gaya as relates to these Terms or the Services, must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and Gaya will not have the right to assert the Claim.
12.6 Opting Out of Arbitration.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing Gaya with notice of your decision to opt-out via email at carl@gaya.ai or by certified mail addressed to 548 Market St, PMB 49477, San Francisco, CA 94104-5401, USA. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 13.9.
12.7 Rejection of Future Arbitration Changes.
You may reject any change we make to Section 12 (except address changes) by personally signing and sending Gaya a notice within 30 days of the change via email at carl@gaya.ai or by certified mail addressed to 548 Market St, PMB 49477, San Francisco, CA 94104-5401, USA. If you do, the most recent version of Section 12 before the change you rejected will apply.
12.8 Severability.
If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 12 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 12; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable.
12.9 Disputes Outside the United States.
Notwithstanding any terms to the contrary in these Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding these Terms either by following the arbitration procedure detailed above in this Section 12 or, if given the right by Applicable Laws, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under Applicable Laws, you may submit the dispute to the courts of the jurisdiction in which you reside.
13. GENERAL PROVISIONS
13.1 Entire Agreement.
These Terms constitute the entire understanding of the parties with respect to their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements. If you provide Gaya with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect.
13.2 Assignment.
You may not assign or transfer these Terms or any of your rights or obligations under it without Gaya's prior written consent. Gaya may freely assign these Terms, including to its affiliates. Any attempted assignment in violation of this paragraph will be null and void. Subject to the foregoing, these Terms are binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
13.3 Severability.
If a court finds any term of these Terms, other than Section 12, to be invalid or unenforceable, that term will be enforced to the maximum extent permissible so as to reflect the parties' intent, and the remainder of these Terms will remain in full force and effect.
13.4 Waiver.
Either party's delay or failure to exercise any right under these Terms or any law does not mean a party waives that right or any other rights under these Terms in the future. No waiver of any provision of these Terms, or any rights or obligations of either party under these Terms, will be effective except pursuant to a written instrument signed by the party against whom the waiver is sought.
13.5 Use of Name and Logo.
Notwithstanding any terms to the contrary in these Terms, you consent to Gaya's use of your name and logo on Gaya's website and on Gaya's promotional and marketing related materials, identifying you as a customer of Gaya and describing your use of the Services.
13.6 Independent Contractors.
Nothing contained in these Terms will be construed to create a joint venture or partnership between the parties. Neither party is authorized as an agent or legal representative of the other party. Neither party will have the right or authority to bind or create any obligation on the other party.
13.7 Force Majeure.
Gaya is excused from performance of these Terms and will not be liable for any delay in whole or in part caused by any event outside of its control.
13.8 No Third-Party Beneficiary.
Nothing contained in these Terms will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.
13.9 Governing Law and Venue.
These Terms will be governed in all respects in accordance with the laws of the State of California, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Except as set forth in Section 12, you expressly agree that federal and state courts located in San Francisco will have exclusive jurisdiction over any action or claim that you bring that arises out of or relating to these Terms. You expressly consent to personal jurisdiction in any such court and hereby irrevocably waive any objection to or claim of lack of jurisdiction or forum non conveniens.
13.10 Notices.
By using the Services, you agree (a) to receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email, (b) that any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing, (c) that, without limiting Gaya's notification rights in the fourth introductory paragraph of these Terms, Gaya may issue notices to the email or other address provided by you to Gaya, and (d) that such notice will be effective on delivery. Notices to Gaya, including termination notices, must be delivered to carl@gaya.ai or by certified mail to 548 Market St, PMB 49477, San Francisco, CA 94104-5401, USA. Such notice will be effective on receipt.
13.11 Interpretation.
The headings of these Terms are for reference only and will not be used to interpret the meaning of these Terms. Any reference to "includes" or "including" will be understood to be exemplary and not limiting and followed by "but not limited to." Each party has had the opportunity to review these Terms with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.