Terms of Use

aiiro Terms of Use

These Terms of Use ("Terms" or “Agreement”) of aiiro (“Company”, "we", "us" and "our") is entered into between the Company and you (User" or "You" or “Customer” or “Client” or “Your”), where the Company is doing business through the website, applications, and services (collectively, “Services”). The Company grants the Customer a non-exclusive right to access and use the Services. This includes the right to use the Company's application programming interfaces ("APIs") to integrate the Services into the Customer's website, application, products, or services and to make the Services available to End Users.

Defined Terms:

"End User" means any individual who interacts with the Services, including but not limited to: (a) employees, contractors, agents, or other representatives of the Customer who are authorised by the Customer to access and use the Services on behalf of the Customer; and (b) any member of the public who accesses and uses the Services through the Customer's website or other digital properties for the purpose of obtaining publicly available information about the Customer's investor relations.

"Input" means all data, information (including but not limited to Personal Data), material, content, phrases, entries, and any other information or content that is uploaded to, created on, or otherwise provided to the Services by You or the End Users. This includes, without limitation, any text, images, videos, audio files, or other content that You input, generate, or make available through Your use of the Services.

"Output" means any data, information, content, materials, or results generated, created, or provided by the Services in response to or based on the Input provided by You.

"Services" means the artificial intelligence-based software applications, tools, platforms, and related services provided by the Company, including but not limited to natural language processing, machine learning, and other AI-driven functionalities.

"Personal Data" means any information relating to an identified or identifiable natural person.

“User" or "You" refers to either (i) an individual using the Services in their personal capacity, or (ii) an individual acting on behalf of a corporate entity, provided that such individual has the legal authority to bind the corporate entity to the terms and conditions contained in this Agreement. If the individual does not have the requisite authority to bind the corporate entity, the individual assumes personal responsibility for compliance with these Terms.

“Intellectual Property Rights” means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trademarks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know-how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non-assignable.

Acceptance of Terms

1. These Terms apply to Your use of the Services as a User. These Terms form an agreement between You (as defined in the "User" definition) and the Company and by using our Services, You agree to these Terms.

Eligibility; Authorization to Access and Use the Service

2. This Services are available to Users who can form legally binding contracts under applicable law. By using the Services, You represent and warrant that You (as defined in the "User" definition) are: (i) at least eighteen (18) years of age or such other age as is permissible in the relevant jurisdiction, (ii) able to form legally binding contracts, and/or (iii) not a person barred from receiving the Services.

3. Subject to Your adherence to these Terms, the Company authorizes You to access and use the Services solely for Your personal use and non-commercial use. You shall not without prior written consent from the Company: (a) sublicense, resell, rent, lease, transfer, assign, novate, time share or otherwise commercially exploit or make the Service available to any third party; (b) modify, copy, distribute, transmit, reproduce, or create derivative works of the Service or any content made available thereon; (c) reverse engineer, reverse assemble or otherwise attempt to discover any source code of the Service; (d) use the Service to create a product which is competing with the Services; or (e) access or use or exploit the Service in any way not expressly permitted by this Agreement. You shall also comply with any codes of conduct, policies or other notices the Company provides You or publishes in connection with the Service. The Company reserves all other rights not expressly granted in these terms.

General Rules of Conduct

4. You agree to use the Service in compliance with all applicable laws, regulations, and these Terms. You shall: a. not interfere with or disrupt the functioning of the Service, including introducing viruses, malware, or harmful code, attempting unauthorized access, or bypassing security measures. b. not infringe upon the rights of others, including Intellectual Property Rights, or post defamatory, obscene, offensive, or unlawful content. c. not use the Services in a manner that is illegal, promotes illegal activities, exploits children, promotes violence, spam, hacking, sale of prescription medication without a valid prescription, prostitution, or sex trafficking. d. not perform false, abusive, or fraudulent activity, or impose an unreasonable load on our infrastructure. e. not copy or distribute any part of the Services without authorization. f. not re-sell or provide the Services for a commercial purpose without express prior written consent. g. not circumvent, disable, or interfere with the security-related features of theServices. h. provide government-issued identification as required for verification of identity when requested. i. consent to call recording when contacted by the Company about Your account, subject to applicable laws and restrictions.

5. The Company reserves the right to monitor and review Your use of the Service to ensure compliance with these Terms. If the Company determines that You have violated any provision of the Terms or engaged in prohibited conduct, it may take appropriate actions, including issuing warnings, suspending or terminating Your access to the Service, or taking legal action. The Company may report suspected or threatened illegal activities or violations of the Terms to the appropriate authorities and cooperate with law enforcement agencies in investigating such matters.

6. The Customer must provide accurate and up-to-date information when registering for an account with the Company to use the Services. The Customer shall be solely responsible for all activities that occur under its account, including the activities of any End User who accesses the Services through the Customer's website or other digital properties into which the Services have been integrated. TheCustomer shall promptly notify the Company in case of any unauthorized access to or use of its account or the Services.

7. The Services include an AI feature that provides AI-generated responses to End User queries submitted through the Customer's website or other digital properties. The AI feature analyzes the End User's query and retrieves relevant information from the Customer's publicly available content and other pre-approved Customer content to provide an AI-generated response. The response may include a portion of the content from which the information was retrieved to provide additional context to theEnd User and may link to the relevant content as a source.

8. The Customer is solely responsible for establishing and enforcing the End User License Agreement(EULA) between the Customer and its End Users. The Customer shall ensure that the EULA is consistent with and does not conflict with these Terms. The Customer is responsible for ensuring that all End Users comply with these Terms when accessing and using the Services through the Customer's website or other digital properties. The Customer agrees to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, clients, third-party service providers, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, or expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of these Terms by theCustomer's End Users or any violation of the EULA by the Customer's End Users.

Input and Output Content

9. You retain all rights, title, and interest, including all Intellectual Property Rights, in and to the Input You provide through the Service. You are solely responsible for all Input that You provide in connection with or relating to Your use of the Service. By providing Input on or through the Service, You hereby grant theCompany an irrevocable, worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub licensable and transferable license to use, modify, reproduce, process, distribute, display, publish and perform the Input in connection with providing the Service to You or any other commercial use, without any obligation to refer to Your authorship. You agree that the foregoing includes a right for us to make the Input available to, and pass the foregoing rights to, others with whom the Company has contractual relationships related to the provision of the Service, for the purpose of providing theService, and to otherwise permit access to or disclose the Input to third parties if the Company determines such access is necessary to comply with our legal obligations. Additionally, the Company may generate and use technical logs, data and learnings about Your use of the Service and the Input in aggregate, improve, analyze and support the Service and other products and services of the Company and for other lawful business purposes. By providing Input through the Service, You represent and warrant that You have all rights, licenses, consents, and/or permissions necessary to grant the rights granted herein to the Input.

10. You acknowledge and agree that the Input is entirely voluntary, do not establish a confidential relationship or obligate the Company to treat the Input as confidential or secret, and that the Company has no compensation due to You or to anyone else for any intentional or unintentional use of the Input.

11. The Company owns all rights, title, and interest, including all Intellectual Property Rights, in and to theOutput generated by the Service. The Company grants You a limited, non-exclusive, non-transferable, and revocable license to use the Output solely for Your personal and non-commercial use, subject to the terms of this Agreement.

Payments of Fees

12. The Customer agrees to pay the subscription fees for the Services as agreed between the Parties during the onboarding process or following the trial period ("Subscription Fees"). The Subscription Fees, subscription term, and payment terms will be specified in the proposal provided during the payment process.

13. The Company reserves the right to update the Subscription Fees and terms on its website from time to time, and such updates will apply to any renewals or new subscriptions after the effective date of the update.

14. The Company will issue digital invoices to the Customer for the Subscription Fees and all invoices will be delivered electronically to the Customer using the contact information provided at the time of onboarding process or on the Company’s platform.

15. Payment can be made via a secure, third-party payment platform, Stripe, and all the credit card details will be saved on Stripe only and will be securely hosted in their servers.

16. All necessary payments terms, including the time of payment, amount, successful payment, pending payment, failed payments, trial period and other payment terms, will be provided on the Stripe payment platform which will be reflected in the terms provided during the billing process.

17. During the optional 30 (thirty) day trial period, You will not be charged. Following the trial period, You will be charged as per the agreed payment terms. In case of pending payment, You shall receive reminders for non-payment. Your access to the Services will be revoked in case the payments are not received.

18. In case of yearly renewal, a reminder will be sent 30 days prior to end of subscription or such other period as the Company may deem fit.

19. Your credit card will be registered with Stripe for the yearly or monthly payment. Once your payment status is completed on or before the due date, your Services shall continue. In case of non-payment, the access to the Services shall be revoked until payment is received.

20. Renewal: (a) In case of yearly renewal, it will be auto renewed on the first day after the subscription expires for that particular year; (b) In case of monthly renewal, it will be auto renewed on the first day after monthly subscription expires for that particular month.

21. If the Customer fails to pay any undisputed Subscription Fees by the due date, the Company may, in its sole discretion, suspend or restrict the provision of the Services to the Customer until the outstanding fees are paid in full. The Company may also charge interest on any overdue amounts at a rate of [2%]per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until the amount is paid in full.

22. In the event of a failed payment attempt for your subscription with Company, the following process willensue to ensure transparency and provide clear steps for resolution:

a. Initial Notification:

You will receive an immediate email notification from us if a payment fails. This notification will include payment links and instructions on how to update your payment details to resolve the issue.

b. Automatic Retries:

Our system is designed to automatically retry the payment up to 4 times.Each attempt will occur over the 14 business days following the original due date. You willreceive email notifications for each retry, keeping you informed throughout the process.

c. Resolution Time Frame:

You have up to 14 business days from the original due date to resolve the payment failure. This can be done by updating your payment details through the provided links or contacting our customer support for assistance.

d. Consequences of Unresolved Payments:

i. terminate the Agreement or suspend your access to the Services.

ii. escalate the matter further to recover outstanding debts. In the event where your overdue account is referred to a collection agency and/or law firm, you will be liable for all costs which would be incurred as if the debt is collected in full, including commission on collection of the additional costs and also including legal demand costs. We may report the existence of your unpaid debt to credit reporting agencies, which could impact your credit rating. This action will be taken only after providing you with notice of our intention to do so and giving you a final opportunity to settle the outstanding debt.

Confidentiality

23. Additional terms and conditions may apply to purchases of Services and to specific portions or features of the Service, including contests, promotions, or other similar features. Such terms are made a part of these Terms by reference. You agree to abide by such additional terms and conditions, including any age restrictions, that are applicable to the specific service or feature. In the event of a conflict between thisAgreement and the terms posted for a specific portion of the Service or any feature offered on or through the Service, the latter terms shall control with respect to Your use of that portion of the Service or the specific feature.

24. You acknowledge and agree that the Company's proprietary algorithms, models, methods, and other information related to the Service, whether or not marked confidential ("Confidential Information"),are valuable and proprietary assets of the Company. You shall treat all Confidential Information as strictly confidential and use it solely for the purpose of using the Service. You shall not disclose, distribute, or use the Confidential Information for any other purpose without prior written consent from the Company. For clarity, Input and Output generated through Your use of the Service shall not be considered Confidential Information.

25. You understand and acknowledge that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Company, for which monetary damages may be inadequate. In theevent of a breach or threatened breach of this confidentiality obligation, the Company shall be entitled to seek injunctive relief and other equitable remedies, in addition to any other remedies available at law or in equity.

Prohibited Use/AI Based Services

26. For using our Services, which are based on Artificial Intelligence (“AI”), You hereby represent and agree that You will not use, nor authorize anyone to use on Your behalf, the Services in a manner (as determined by the Company) which is illegal, or incites or encourages illegal activity or creates hatred; promotes, encourages, or engages in the exploitation of children, or any activity related to the proliferation of child sexual abuse material (CSAM); promotes, encourages or engages in terrorism, violence against people, animals, or property; promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking; promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription; or promotes or facilitates prostitution and/or sex trafficking; infringes on our Intellectual Property Rights or the IntellectualProperty Rights of any other person or entity; violates the privacy or publicity rights of another EndUser, or Company’s customer, or any other person or entity, interferes with the operation of theServices; contains or installs any viruses, worms, bugs, trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or contains false or deceptive language, or unsubstantiated or comparative claims, regarding the Company’s Services

27. You acknowledge and agree that:

a. AI systems, like our Services, may struggle with understanding nuances of language, lack emotions, perpetuate biases, face challenges with complex reasoning and decision-making, and generate Output that may appear impersonal. These limitations are inherent to AI technologies and should be considered when evaluating and using the Output generated by the Services.

b. the Output does not constitute professional advice and should be reviewed for accuracy, completeness, and appropriateness before being relied upon for any purpose.

c. it is Your responsibility to carefully evaluate the Output for accuracy, completeness, and appropriateness for Your specific use case. You agree to conduct appropriate human review and verification of the Output before using, sharing, or relying upon it for any purpose.

d. you must not use any Output relating to an individual for any purpose that could have a legal or material impact on that person, including but not limited to making decisions related to credit, education, employment, housing, insurance, legal matters, medical treatment, or other important aspects of their life

e. the Services may occasionally generate Output that is incomplete, incorrect, biased, or offensive. Such Output does not represent the views, opinions, or endorsements of the Company. If the Output references any third-party products, services, or entities, it does not imply that those third parties endorse or are affiliated with the Company.

f. the Company disclaims all warranties, express or implied, regarding the accuracy, reliability, completeness, or suitability of the Output for any particular purpose. You assume full responsibility for any consequences resulting from Your use of, reliance upon, or decision-making based on the Output.

g. there are numerous limitations that apply with respect to Output generated through use ofAI tools due to the fact that it is automatically generated, including that (a) it may contain errors or inaccurate or misleading information, (b) it may be incomplete or (c) it may not use pre-approved language for the Company

h. it must not share, either privately or publicly, any Outputs of the Service, nor use any Outputs as evidence or proof of any legal proceedings or public defamation, whether through traditional, digital or social media or communication channels, against Us, Our partners orOur Services. The Customer acknowledges that using the Services to create or disseminate false, misleading, or deceptive content, or content that unjustly harms the reputation of any individual or entity, is strictly prohibited and may result in legal consequences.

i. it must not use the Services to generate, share, publish, or distribute any Inputs or Outputs that have been altered, modified, or manipulated in a manner that could be used to harass, defame, or mislead others about any individual or company, including but not limited to theCompany, its affiliates, employees, clients, or partners. The Customer acknowledges that using the Services to create or disseminate false, misleading, or deceptive content, or content that unjustly harms the reputation of any individual or entity, is strictly prohibited and may result in legal consequences.

j. by accepting these Terms and using the Service, the End-User forfeits all legal rights to sue, either directly or indirectly, the Company or its Customers for the Inputs and/or Outputs generated.

k. the AI features shall not be used to seek legal, medical, financial, or other kinds of professional advice or any opinions, judgments, or recommendations without conducting its own independent consultation.