Terms of Agreement
AYALAB Terms of Use Agreement
Last updated: 1 September 2024
AYALAB TERMS OF USE AGREEMENT
Privacy Policy 1. Eligibility 2. Digital Assets 3. Accounts and Wallets 4. Contests/Competitions 5. Smart Contracts 6.Grant Donations and Voting Arrangements 7. Use of Grants and Other Funds 8. Payment & Fees 9. Hackathon Prize Safe 10. Refund Policy 11. Fundraising Policy 12. User Representations 13. Contribution License 14. Guidelines for Reviews 15. Mobile Application License 16. Social Media 17. Submissions 18. Prohibited Activities 19. Intellectual Property Rights 20. Intellectual Property Claims 21. Third Party Websites and Content 22. Management and Company Services 23. Privacy Policy 24. Term and Termination 25. Modifications 26. Disputes and Choice of Law 27. Corrections 28. Disclaimers 29. Limitations of Liability 30. Indemnity 31. Notices 32. User Data 33. Electronic Contracting 34. Miscellaneous 35. Contact Us
This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you” or “developer”) concerning your access to use the website at https://www.ayalab.xyz/ as well as any other media form, media channel, mobile website, or mobile application related or connected thereto (collectively, the “Website”).
Note: This Agreement contains an arbitration provision, which is included under the heading “Disputes and Choice of Law.” To the maximum extent permitted by law, you agree that disputes between you and the Company will be resolved by binding, individual arbitration, and you waive your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or other representative proceeding.
The Website provides the following services:
a. Open source — The Company Services include a feature that facilitates developers creating and sharing ideas with the AYALAB community. Such Company Service may take advantage of third-party services such as GitHub to facilitate such sharing.
b. Profiles — Developers can create enhanced profiles and displays that include user timelines and display, projects, organizations, Hackathon participation, idea sharing, Bounties, governance credits, following/followers, and Grant participations (“Profiles”), and other personal and organizational profile information.
c. Hackers — Hackers here do not mean crackers or black-hat hackers who conduct destructive activities. Rather, hackers on the AYALAB platform are creative and technical people who have personalities and skills defined by the Hacker Culture, although through time the hacker community has greatly evolved from the original sub-cultural community into a major innovative force in the world.
d. Hackathons — These are events that developers, hackers, and users can create and display through their Profiles. These can be competitions or giveaways according to rules specified by the developers, hackers, or sponsors of the Hackathon(s).
Hackathon Prize Safe — This is an optional function to securely manage and distribute hackathon prizes. This function can protect the interests of both the hackathon organizers and hackers.
All of the foregoing shall be referred to collectively as the “Company Services” or “Services.” Supplemental terms and conditions or documents that may be posted on the Website from time to time are hereby expressly incorporated into this Agreement by reference.
Company makes no representation that the Website or Company Services are appropriate or available outside Singapore. The Website and Company Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country, and some of the Company Services may not be available in certain jurisdictions (“Excluded Jurisdictions”) or to any individual that is barred from using the Website and Company Services by export controls, sanctions, or other laws (“Excluded Individuals”). Accordingly, those persons who choose to access the Website or Company Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Eligibility
You cannot register for or use the Website or Company Services if you do not have the legal capacity to enter contracts and are a resident of or accessing the Website or Company Services from any Excluded Jurisdiction or are an Excluded Individual. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Website and Company Services. If you are a minor, you must have your parent or guardian read and agree to this Agreement prior to your using the Website. Persons under the age of 13 (or under the age of 16 for residents of the United Kingdom and the European Union) or in an Excluded Jurisdiction are not permitted to register for the Website or use the Company Services. You accept and agree to be bound by this Agreement by acknowledging such acceptance during the registration process (if applicable) or by accessing and using the Website and Company Services. If you do not agree to abide by this Agreement, or to modifications that Company may make to this Agreement in the future, do not use or access or continue to use or access the Company Services or the Website.
Digital Assets
The Company Services may allow developers and users to donate, award, and store locally on their own devices, tokens, cryptocurrencies, and other crypto or blockchain-based digital assets (collectively, “Digital Assets”). Digital Assets are not intended to be securities or for investment purposes.
Accounts and Wallets
You do not need an account to use the Website and Company Services; however, you do need a wallet hosted by one of the accepted wallet providers, including but not limited to ERC-20, (“Wallet”). If you create an account, you agree to provide complete and accurate information for that account and keep that account updated. You are responsible for the safety and security of any credentials required to access your account or Wallet. You are responsible for all transactions on the Website or Company Services using your Wallet or account, whether authorized or not.
Contests/Competitions
If a Hackathon or Bounty involves a contest, sweepstakes, or competition, the sponsor of the Bounty or Hackathon is responsible for (a) ensuring compliance with all applicable laws, (b) stating that the Company is not affiliated with and does not endorse the Hackathon or Bounty, and (c) including a set of terms, conditions, and rules in addition to this Agreement that governs participation in such Hackathon or Bounty.
Smart Contracts
Certain activities on the Website may involve interactions with smart contracts. By using the Website and the Company Services, you agree that the terms of those smart contracts apply to you and your transactions. You acknowledge that the Company is not responsible for any loss, harm, or damage resulting from the execution or failure to execute a smart contract, including a smart contract associated with a Wallet, Hackathon, Bounty, or Grant. Smart contracts are subject to risks including coding errors, hacking, and unauthorized modifications.
Grant Donations and Voting Arrangements
If you participate in a Grant, you agree to the terms and conditions of the Grant program. Grant rounds may include voting, and voting results may affect the distribution of funds. Voting may occur through one or more mechanisms including, but not limited to, quadratic voting, 1-person-1-vote, token voting, or zero-knowledge based secure voting. Results of the vote are final and binding on all participants in the Grant.
Use of Grants and Other Funds
Funds received from a Grant must be used for the project or purpose specified in the Grant application or program. Misuse of funds may result in disqualification from future Grants and other penalties. Company reserves the right to audit the use of funds to ensure compliance with the terms of the Grant. Any funds not used for the intended project or purpose must be returned to the Grant DAO or Company. Misuse of funds may also lead to legal action.
Payment & Fees
Users and developers understand that using the Website and Company Services, including participating in Hackathons, Bounties, or Grants, may involve payment of fees or other costs. Company may collect fees for facilitating transactions on the Website or Company Services, including but not limited to listing fees, withdrawal fees, network fees, and other costs associated with the operation of the Website and Company Services. All such fees will be disclosed in advance and are non-refundable.
Hackathon Prize Safe
The Hackathon Prize Safe feature is an optional function available for Hackathons on the Website. This feature allows Hackathon organizers to securely manage and distribute prizes to participants. Company is not responsible for the contents of the Hackathon Prize Safe or any disputes that may arise regarding the distribution of Hackathon prizes. The Hackathon Prize Safe is not an escrow service, and the Company does not hold funds on behalf of Hackathon organizers or participants.
Refund Policy
Payments and fees for the use of the Website and Company Services are non-refundable, except as required by law. If you believe you are entitled to a refund, you must contact the Company within 30 days of the payment date. The Company will review refund requests on a case-by-case basis and will determine whether a refund is warranted.
Fundraising Policy
Fundraising activities on the Website, including but not limited to Grant rounds and funding, must comply with all applicable laws and regulations. Users and developers are responsible for ensuring that their fundraising activities are conducted in a legal and compliant manner. Company does not endorse or verify the legitimacy of any fundraising activities on the Website and is not responsible for any loss or harm resulting from fundraising activities. Users participate in fundraising activities at their own risk.
User Representations
By using the Website or Company Services, you represent and warrant that:
You have the legal capacity to enter into this Agreement and to use the Website and Company Services in accordance with this Agreement.
You are not a resident of or accessing the Website or Company Services from any Excluded Jurisdiction or are an Excluded Individual.
All information you provide is accurate, complete, and up-to-date.
You will not use the Website or Company Services for any illegal or unauthorized purpose.
You will comply with all applicable laws and regulations in your use of the Website and Company Services.
Contribution License
By submitting content to the Website, including but not limited, ideas, and contributions to Hackathons, Bounties, and Grants, you grant the Company a worldwide, royalty-free, perpetual, irrevocable, and sublicensable license to use, reproduce, modify, distribute, and display such content in connection with the operation of the Website and Company Services. You retain ownership of your content, but grant Company the right to use your content for promotional, educational, and operational purposes.
Guidelines for Reviews
Company may provide users with the ability to leave reviews and feedback on the Website. Reviews must be based on your personal experience and must be accurate, fair, and truthful. You may not post any review that is false, misleading, defamatory, or that violates the rights of any third party. Company reserves the right to remove or modify any review that violates these guidelines or that is otherwise deemed inappropriate.
Mobile Application License
If Company makes available a mobile application for use in connection with the Website and Company Services, Company grants you a non-exclusive, non-transferable, revocable license to use the mobile application solely for your personal, non-commercial use. You may not modify, distribute, or sell the mobile application, or use the mobile application for any illegal or unauthorized purpose. Company reserves the right to terminate your license to use the mobile application at any time for any reason.
Social Media
Company may provide users with the ability to interact with the Website and Company Services through social media platforms. You agree to comply with the terms of use and policies of any social media platform that you use in connection with the Website and Company Services. Company is not responsible for any content posted on social media platforms by users or for any actions taken by social media platforms in connection with your use of the Website and Company Services.
Submissions You may submit ideas, suggestions, and other feedback to the Company regarding the Website and Company Services. By submitting such feedback, you grant Company a worldwide, royalty-free, perpetual, irrevocable, and sublicensable license to use, reproduce, modify, distribute, and display such feedback in connection with the operation of the Website and Company Services.
Prohibited Activities You may not use the Website or Company Services for any illegal or unauthorized purpose, including but not limited to:
Engaging in any activity that violates the rights of any third party, including intellectual property rights.
Engaging in any activity that is fraudulent, deceptive, or misleading.
Engaging in any activity that is harmful, harassing, or abusive.
Engaging in any activity that interferes with the operation of the Website or Company Services.
Engaging in any activity that violates any applicable law or regulation.
Intellectual Property Rights The Website and Company Services, including but not limited to all content, features, and functionality, are the property of Company or its licensors and are protected by intellectual property laws. You may not use, reproduce, modify, distribute, or display any part of the Website or Company Services without the prior written consent of Company or its licensors.
Intellectual Property Claims If you believe that your intellectual property rights have been violated by content on the Website, you may contact the Company to request the removal of the content. Company will review your request and may remove the content if it is determined that your intellectual property rights have been violated.
Third Party Websites and Content The Website and Company Services may contain links to third-party websites and content. Company is not responsible for the content or accuracy of any third-party websites or content and does not endorse any third-party websites or content. You access and use third-party websites and content at your own risk.
Management and Company Services Company reserves the right to manage the Website and Company Services in a manner that is consistent with its business objectives and to make changes to the Website and Company Services at any time and for any reason. Company may also impose limits on certain features or restrict access to parts or all of the Website and Company Services without notice or liability.
Privacy Policy Your use of the Website and Company Services is governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Website and Company Services, you agree to the terms of our Privacy Policy.
Term and Termination This Agreement will remain in effect until terminated by either you or Company. You may terminate this Agreement at any time by ceasing to use the Website and Company Services and closing your account. Company may terminate this Agreement at any time for any reason, including but not limited to your violation of this Agreement. Upon termination of this Agreement, all rights and obligations of the parties will cease, except that certain provisions of this Agreement will survive termination, including but not limited to those related to intellectual property rights, indemnity, disclaimers, limitations of liability, and disputes.
Modifications Company may modify this Agreement at any time by posting the modified Agreement on the Website. Your continued use of the Website and Company Services after the posting of the modified Agreement constitutes your acceptance of the modified Agreement. If you do not agree to the modified Agreement, you must cease using the Website and Company Services.
Disputes and Choice of Law This Agreement will be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles. Any disputes arising out of or relating to this Agreement or the Website and Company Services will be resolved through binding arbitration in accordance with the rules of the Singapore International Arbitration Centre (SIAC). The arbitration will take place in Singapore, and the arbitrator's decision will be final and binding on all parties.
Corrections Company reserves the right to correct any errors or omissions in the Website and Company Services at any time and without notice.
Disclaimers THE WEBSITE AND COMPANY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE WEBSITE OR COMPANY SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. COMPANY DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF THE WEBSITE OR COMPANY SERVICES.
Indemnity You agree to indemnify and hold Company, its affiliates, officers, directors, employees, and agents harmless from any claims, damages, liabilities, and expenses (including legal fees) arising out of or related to your use of the Website and Company Services, your violation of this Agreement, or your violation of any rights of a third party.
Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE WEBSITE AND COMPANY SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE WEBSITE AND COMPANY SERVICES EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO COMPANY IN THE SIX MONTHS PRECEDING THE CLAIM OR (B) FIFTY DOLLARS ($50). THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Miscellaneous This Agreement constitutes the entire agreement between you and Company regarding the use of the Website and Company Services and supersedes all prior agreements and understandings, whether written or oral, regarding the use of the Website and Company Services. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Company's failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. You may not assign or transfer this Agreement or any of your rights or obligations under this Agreement without the prior written consent of the Company. Company may assign or transfer this Agreement or any of its rights or obligations under this Agreement without your consent.
Contact Information If you have any questions or concerns about this Agreement or the Website and Company Services, please contact us at [email protected]
Acknowledgment By using the Website or Company Services, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms and conditions.
Regarding Content You Provide The Website may invite you to chat or participate in blogs, message boards, live streaming platforms, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to AYALAB and/or to or via the Website, including, without limitation, text, writings, video, audio, photographs, graphics, comments, suggestions, subjects, or personally identifiable information or other material (collectively “Contributions”). Any Contributions you transmit to AYALAB will be treated as non-confidential and non-proprietary. When you create or make available a Contribution, you thereby represent and warrant that: a. The creation, distribution, transmission, public display and performance, accessing, downloading, and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to copyright, patent, trademark, trade secret, or moral rights of any third party; b. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize AYALAB and the Website users to use your Contributions as necessary to exercise the licenses granted by you under this Agreement; c. You have the written consent, release, and/or permission of each and every identifiable individual person in the Contribution to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Contribution in the manner contemplated by this Website; d. Your Contribution is not obscene, lewd, lascivious, filthy, violent, harassing, or otherwise objectionable (as determined by AYALAB), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of any government, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party; e. Your Contribution does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any law concerning child pornography or otherwise intended to protect the health or well-being of minors; f. Your Contribution does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap; and g. Your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.
In-website Mail Regulations By using the in-website mail function, you agree to the following conditions: a. No Spam: Users are required not to spam other users through the in-website mail system. Spamming includes sending unsolicited, excessive, or repetitive messages that may disrupt the user experience. b. No Headhunting: Users must refrain from using the in-website mail function for headhunting or any other form of recruitment or solicitation of individuals for employment or services without their consent. c. No Harassment: Users must comply with the community Code of Conduct and do not harass other users with messages containing hatred and assaulting languages. d. Compliance with Local Laws: Users are prohibited from sending messages that violate local laws and regulations. It is your responsibility to ensure that your messages comply with the legal requirements of your jurisdiction. AYALAB reserves the right to unilaterally ban and remove any in-website mail that violates the user agreement and community Code of Conduct, as well as to ban any user from using this feature.
Contribution License By posting Contributions to any part of the Website or AYALAB Services, or making them accessible to the Website or AYALAB Services by linking your account to any of your social network accounts, you automatically grant, and you represent and warrant that you have the right to grant, to AYALAB an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, personal and commercial images you provide. AYALAB does not assert any ownership over your Contributions; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. AYALAB has the right, in our sole and absolute discretion, to (a) edit, redact or otherwise change any Contributions, (b) re-categorize any Contributions to place them in more appropriate locations or (c) pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of this Agreement. By uploading your Contributions to the Website, you hereby authorize AYALAB to grant to each end user a personal, limited, non-transferable, perpetual, non-exclusive, royalty-free, fully-paid license to access, download, print and otherwise use your Contributions for their internal purposes and not for distribution, transfer, sale or commercial exploitation of any kind.
Guidelines for Reviews AYALAB may accept, reject or remove reviews in its sole discretion. AYALAB has absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Those persons posting reviews should comply with the following criteria: (a) reviewers should have firsthand experience with the person/entity being reviewed; (b) reviews should not contain: offensive language, profanity, or abusive, racist, or hate language; discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation or disability; or references to illegal activity; (c) reviewers should not be affiliated with competitors if posting negative reviews; (d) reviewers should not make any conclusions as to the legality of conduct; and (e) reviewers may not post any false statements or organize a campaign encouraging others to post reviews, whether positive or negative. Reviews are not endorsed by AYALAB, and do not represent the views of AYALAB or of any affiliate or partner of AYALAB. AYALAB does not assume liability for any review or for any claims, liabilities or losses resulting from any review. By posting a review, the reviewer hereby grants to AYALAB a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable and sublicensable license to AYALAB to reproduce, modify, translate, transmit by any means, display, perform and/or distribute all content relating to reviews.
Mobile Application License Use License If you are accessing the AYALAB Services via a mobile application, then AYALAB grants you a revocable, nonexclusive, non-transferable, limited right to install and use the application on wireless handsets owned and controlled by you, and to access and use the application on such devices strictly in accordance with the terms and conditions of this license. You shall use the application strictly in accordance with the terms of this license and shall not: a. Decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; b. Make any modification, adaptation, improvement, enhancement, translation or derivative work from the application; c. Violate any applicable laws, rules or regulations in connection with your access or use of the application; d. Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of AYALAB or its affiliates, partners, suppliers or the licensors of the application; e. Use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; f. Make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; g. Use the application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the application; h. Use the application to send automated queries to any website or to send any unsolicited commercial email; or i. Use any proprietary information or interfaces of AYALAB or other intellectual property of AYALAB in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application.
Terms Applicable to Apple and Android Devices The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play to access the Company Services. You acknowledge that this Agreement is concluded between you and Company only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and Company, not an App Distributor, is solely responsible for the Company application and the content thereof. a. Scope of License: The license granted to you for the Company application is limited to a non-transferable license to use the Company application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service. b. Maintenance and Support: Company is solely responsible for providing any maintenance and support services with respect to the Company application, as specified in this Agreement, or as required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the Company application. c. Warranty: Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Company application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Company application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the Company application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of the Company. d. Product Claims: You acknowledge that Company, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Company application or your possession and/or use of the Company application, including, but not limited to: (i) product liability claims; (ii) any claim that the Company application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. e. Intellectual Property Rights: You acknowledge that in the event of any third-party claim that the Company application or your possession and use of that Company application infringes on that third party’s intellectual property rights, Company, not an App Distributor, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. f. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. g. Third-Party Terms of Agreement: You must comply with applicable third-party terms of agreement when using the Company application. For example, if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the Company application. h. Third-Party Beneficiary: Company and you acknowledge and agree that each App Distributor and its subsidiaries are third-party beneficiaries of this Agreement, and that upon your acceptance of the terms and conditions of this Agreement, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
Social Media As part of the functionality of the Website and AYALAB Services, you may link your account with online accounts you may have with third-party service providers (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Website or AYALAB Services; or (ii) allowing AYALAB to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to AYALAB and/or grant AYALAB access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating AYALAB to pay any fees or making AYALAB subject to any usage limitations imposed by such third-party service providers. By granting AYALAB access to any Third-Party Accounts, you understand that (i) AYALAB may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Website and AYALAB Services via your account, including without limitation any friend lists, and (ii) AYALAB may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Website and AYALAB Services. Please note that if a Third-Party Account or associated service becomes unavailable or AYALAB’s access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Website and AYALAB Services. You will have the ability to disable the connection between your account on the Website and AYALAB Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. AYALAB makes no effort to review any Social Network Content for any purpose, including but not limited to accuracy, legality or non-infringement, and AYALAB is not responsible for any Social Network Content. You acknowledge and agree that AYALAB may access your e-mail address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Website and AYALAB Services. You can deactivate the connection between the Website and AYALAB Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
Submissions You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information regarding the Website or AYALAB Services ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions. Third-Party Websites and Content The Website or AYALAB Services may contain (or you may be sent via the Website or AYALAB Services) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored or checked for accuracy, appropriateness or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Website or any Third-Party Content posted on, available through or installed from the Website or AYALAB Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware that this Agreement no longer governs. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website or AYALAB Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
Advertisers We allow advertisers to display their advertisements and other information in certain areas of the Website, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Website and any services provided on the Website or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Website, including, but not limited to, intellectual property rights, publicity rights and contractual rights. As an advertiser, you agree that such advertisements placed on the Website are subject to our Digital Millennium Copyright Act ("DMCA") Notice and Policy provisions as described below, and you understand and agree there will be no refunds or other compensation for any DMCA takedown-related issues. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
Website and AYALAB Services Management We reserve the right, but not the obligation, to: (1) monitor the Website and AYALAB Services for violations of this Agreement; (2) take appropriate legal action against anyone who,
Force Majeure
Company will not be liable or responsible for any failure to perform or delay in performance of any of the obligations under these Terms or any Company Services that is caused by events outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, civil commotion, embargoes, strikes, or other labor disputes, breakdown of communication systems or failure of any relevant third-party service providers.
Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Company and its affiliates, and their respective officers, directors, employees, agents, and representatives, from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (a) your access to or use of the Website or Company Services, (b) your violation of these Terms, or (c) your violation of any rights of any third party.
Waiver and Severability
No waiver by Company of any term or condition set forth in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced to the fullest extent under law.
Assignment
Company may assign its rights and obligations under these Terms without restriction. You may not assign, transfer, or delegate any of your rights or obligations under these Terms without the prior written consent of Company. Any attempted assignment, transfer, or delegation in violation of this provision will be null and void.
Entire Agreement
These Terms, together with the Privacy Policy and any other legal notices published by Company, constitute the entire agreement between you and Company regarding the use of the Website and Company Services and supersede all prior and contemporaneous understandings, agreements, and communications, whether written or oral, regarding the Website and Company Services.
Contact Information
If you have any questions about these Terms or the Website or Company Services, please contact us at [Contact Information].
The Website contains (or you may be sent through the Website or the Company Services) links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through, or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and AYALAB takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
Management and Company Services
AYALAB reserves the right but does not have the obligation to: a. monitor the Website and Company Services for violations of this Agreement; b. take appropriate legal action against anyone who, in AYALAB’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities; c. in AYALAB’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any AYALAB policy; d. in AYALAB’s sole discretion and without limitation, notice or liability to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to AYALAB’s systems; e. otherwise manage the Website and Company Services in a manner designed to protect the rights and property of AYALAB and others and to facilitate the proper functioning of the Website.
Privacy Policy
We care about the privacy of our users. Please review the AYALAB Privacy Policy. By using the Website or AYALAB Services, you are consenting to have your personal data transferred to and processed in Singapore, which may have less protections than your jurisdiction of residence. By accessing or using the Website or the AYALAB Services, you are consenting to the terms of our Privacy Policy.
Term and Termination
This Agreement shall remain in full force and effect while you use the Website or are otherwise a user or member of the Website, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below.
Without limiting any other provision of this Agreement, AYALAB reserves the right to, in AYALAB’s sole discretion and without notice or liability, deny access to and use of the Website and the AYALAB Services, to any person for any reason or for no reason at all, including without limitation for breach of any representation, warranty or covenant contained in this Agreement, or of any applicable law or regulation, and AYALAB may terminate your use or participation in the Website and the AYALAB Services, delete your profile and any content or information that you have posted at any time, without warning, in AYALAB’s sole discretion.
In order to protect the integrity of the Website and AYALAB Services, AYALAB reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website and AYALAB Services.
Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
You understand that certain laws allow you to cancel this Agreement, without any penalty or obligation, at any time prior to midnight of AYALAB’s third business day following the date of this Agreement, excluding Sundays and holidays. To cancel, email us during normal business hours using the contact information listing below in this agreement or by accessing your account settings. This section applies only to individuals residing in districts with such laws.
If AYALAB terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, AYALAB reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Modifications
To Agreement
AYALAB may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the AYALAB Services after any such modification becomes effective. AYALAB may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Website for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.
To Services
AYALAB reserves the right at any time to modify or discontinue, temporarily or permanently, the AYALAB Services (or any part thereof) with or without notice. You agree that AYALAB shall not be liable to you or to any third party for any modification, suspension or discontinuance of the AYALAB Services.
Disputes and Choice of Law
Between Users
If there is a dispute between users of the Website, or between users and any third party, you understand and agree that AYALAB is under no obligation to become involved. We have no responsibility for such disputes. In the event that you have a dispute with one or more other users, you hereby release AYALAB, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the AYALAB Services.
With AYALAB
All questions of law, rights, and remedies regarding any act, event, or occurrence undertaken pursuant or relating to this Website or the AYALAB Services shall be governed and construed by the laws of Singapore, without regard to choice of law principles. Any dispute arising out of or in connection with the Website or AYALAB Services or this Agreement, including any question regarding its existence, validity, or termination (a “Dispute”) shall be subject to resolution under this provision.
AYALAB wants to address your concerns without the need for a formal legal dispute. Before filing a claim against us you agree to try to resolve the Dispute informally by contacting us at [email protected] to notify us of the actual or potential Dispute. Similarly, we will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the “Notifying Party”) will include in that notice (a “Notice of Dispute”) the name of User, the Notifying Party’s contact information for any communications relating to such Dispute (including for the Notifying Party’s legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the “Notified Party”) to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.
If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of this Agreement, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred in connection with such Dispute.
Any Dispute that cannot be resolved per the above procedure shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the rules of the SIAC, which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat of arbitration shall be Singapore. The language of the arbitration shall be English. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. You agree that any claim or dispute you may have against AYALAB must be resolved exclusively by arbitration, as set forth above, except that you may assert claims in small claims court if your claims qualify. You agree to waive any right to a trial by jury or to participate in a class action.
Severability
If any provision of this Agreement is held to be illegal, invalid, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Miscellaneous
This Agreement, together with any other agreements expressly incorporated by reference, constitutes the entire agreement between you and AYALAB with respect to the Website and the AYALAB Services and supersedes all prior or contemporaneous understandings and agreements, written or oral, with respect to the Website and the AYALAB Services. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Any failure by AYALAB to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
Contact Us
To ask questions or comment about this Agreement, the Website, or the AYALAB Services, please contact us at via our social media linktree: AYALAB
Email: [email protected]
Address: Teiman T-Junction, Accra, Ghana