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Terms and conditions
Allayya, Inc. (“Allayya”, “us” or “we”) is the operator of www.allayya.com (the “Site”).
1. Acceptance of the Terms and Conditions
These terms and conditions govern the use of any feature Allayya may make available either through the Site or any other means such as mobile applications (collectively, the “Service”). Please read carefully the following terms of use and all other rules and guidelines that we may communicate to you from time to time through the Service, including the Privacy Policy, which is incorporated herein as reference (collectively, the “Terms”), as these terms create a binding legal contract between you and Allayya. By accessing, browsing, or using the Service in any manner, you (“You” or “User”) agree that you have read, understood, and agree to be bound and abide by the Terms. If at any time you do not agree to these Terms, you should immediately terminate any and all use of the Service.
2. Eligibility
You must be an individual at least 18 years old to use the Service and must not have previously been removed or suspended from the Service for any reason. Certain plans or activities presented through the Service may have other age restrictions. By using the Service, you represent that (i) you are at least the minimum required age (in no case less than 18 years old) or and in any case that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and (ii) have not previously been removed or suspended from the Service. Further, by using or registering for the Service, you agree to abide by and comply with these Terms, and you acknowledge that you are accepting the benefit of the Service, subject to these Terms.
Allayya grants you permission to access and use the Service as set forth in these Terms and consistent with the intended features of the Service, provided that you do not reproduce, modify, publicly display, publicly perform, or distribute any part of the Service, including any materials obtained from or included within the Service and you do not engage in any of the prohibited uses described below.
3. Account Information & Responsibilities of Registered Users
A. Account information: In order to access some features of the Service, you will be required to create an account. You hereby represent and warrant that the information you provide to Allayya upon registration, and at all other times, will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that this information is kept accurate and up to date at all times.
B. Access: Preservation and Disclosure of Information. You acknowledge, consent and agree that Allayya may access, preserve and disclose your account information and User Content (as defined below) if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) respond to a claim that any User Content violates the rights of third parties; (d) to respond to your requests for customer service; or (e) protect the rights, business interests, property or personal safety of Allayya, its Users and the public. To learn more about our policies with respect to the collection, use, and disclosure of information, please review our Privacy Policy.
C. Password: As a registered User, you will have login information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you should preserve the confidentiality of your username and password. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify Allayya by e-mail to support@Allayya.com. You are solely responsible for your own losses or losses incurred by Allayya and others (including other users) due to any unauthorized use of your account that occur prior to notifying Allayya that your account was compromised.
4. The Membership Contract Between You and Us
A. Subscription: By subscribing to Allayya, you agree and acknowledge that your membership has an initial and recurring bi-monthly payment charged at the then-current membership rate, for the goods and services that are delivered, for the term agreed by both parties. If you sign up for a Bi-monthly Plan, you have a minimum of 1 payment due on your commitment term before you can cancel your subscription. If you sign up for an Annual Plan (6 deliveries), you have 6 payments due on your commitment term before you can cancel your subscription. You accept responsibility for all recurring charges prior to cancellation, including, where applicable, any charges processed by Allayya after the expiration date of your payment card.
B. Subscription renewal: By signing up for an Allayya subscription, you understand and agree that your credit card will be charged on a recurring basis. Furthermore, you understand and agree that you will be charged at the then-current subscription rate and that any promotional codes used as a new customer at signup do not transfer or apply to your renewal fee. You will be automatically billed on the 16th day of the next billing month (January, March, May, July, September, and November). Allayya will automatically submit bi-monthly charges to your chosen payment method without further authorization from you until you provide prior notice at any time that you wish to terminate this authorization or to change your payment method. You agree that such notice will not affect charges submitted before Allayya reasonably could act. Allayya does not accept any responsibility or offer refunds for ‘auto renewals’ proceeding if you have failed to cancel your subscription before your next renewal date.
YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT AND, IF YOU CANCEL YOUR MEMBERSHIP BEFORE THE END OF AN EXISTING SUBSCRIPTION PERIOD, YOU WILL BE CHARGED FOR THE REMAINDER OF THAT SUBSCRIPTION PERIOD. IF YOU DO NOT CANCEL YOUR MEMBERSHIP PRIOR TO YOUR SUBSCRIPTION RENEWAL, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR A NEW SUBSCRIPTION PERIOD OF THE SAME AMOUNT OF TIME.
C. Subscription cancellation: You may cancel your membership at any time before the renewal date by logging onto your account and following the cancellation procedures. If at the time of cancellation you still have boxes left to be delivered, you will be charged for them, and the boxes will be shipped to you according to our regular bi-monthly shipping schedule. Then, upon completion of your original commitment, your subscription will automatically be canceled. For example, if you sign up for an Annual Plan (6 bi-monthly deliveries) and have paid for 4 boxes so far, you will be charged for another 2 boxes before your subscription finishes. This does not initiate any kind of refund if you fail to cancel before the renewal date. Your subscription is continuous until you cancel and, if you cancel your membership before the end of an existing subscription commitment period, you will be charged for the remainder of that subscription period. By Allayya stating you can cancel at any time before the renewal date, this directly refers to the renewal and not your commitment term.
Any discounts given on the first month of a new subscription are applied on the assumption that you stay subscribed for the entire initial commitment period. If you request to cancel before the end of the initial commitment you no longer qualify for any discount on any boxes and must pay the one-month rate for any box you received a discount on.
By subscribing to Allayya, you agree it is your responsibility to cancel your own subscription by logging into your account profile. Allayya does not accept the responsibility to cancel your account on your behalf. It is up to the customer alone to cancel the subscription. Cancellations must be completed before the next renewal date.
You must cancel your subscription 24 hours before the renewal date. IF YOU DO NOT CANCEL PRIOR TO THE RENEWAL DATE OF A CALENDAR MONTH, YOU WILL BE CHARGED FOR THAT MONTH’S SERVICE AND YOU WILL RECEIVE AN ALLAYYA BOX.
D. Returns and refunds: For re-billable Bi-monthly and Annual Plans, as well as for one-time Mystery Boxes, all sales are final. Due to the custom nature of Allayya boxes, we are not able to accept returns, or offer refunds, credit, exchanges, or transfers after your order has shipped. If you dispute a payment, your account will be placed on hold. We are not responsible for subscription boxes missed during the hold. If you receive a defective product or a product is missing in your Allayya box, please contact our customer service at help@allayya.com within 30 days of delivery. We will do our best to make it right.
E. Risk of loss: A shipping confirmation with your tracking number will be sent to the email address you provided at the time of order. Please track your shipment as Allayya is not responsible for lost or stolen packages. The merchandise purchased will be shipped by a third-party carrier. We deny all responsibility for the merchandise as soon as it leaves our warehouse. As a result, the risk of loss for such merchandise will pass to you upon our delivery to the carrier. Any dispute or claim must be resolved with the third-party carrier. If you file a claim with our carrier, you must report this as soon as possible so we may work with the carrier as well.
F. Changes to the prices and to Allayya Membership plans: We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your Allayya membership plans will take effect following notice to you.
5. Proprietary Rights
The Service is owned and operated by Allayya. The visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other elements of the Service provided by Allayya ("Site Content") are protected by the United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Site Content is the copyrighted property of Allayya or its subsidiaries or affiliated companies and/or third parties, except for User Content, to which you retain your copyrights. You agree and understand that Site Content may include Third Party Content, as set forth in further detail in Section 5, below. All trademarks, service marks, and trade names are proprietary to Allayya or its affiliates and/or third parties. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Site Content, and nothing herein shall be interpreted to grant you any right or license under any intellectual property rights of Allayya or any third party.
6. Third-Party Content
A. General: Allayya may contain or display through the Services various information, and other materials or content from third parties, including User Content (“Third-Party Materials”). The display on or through the website and Services of such Third-Party Materials does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval of Allayya by any such third party or any affiliation between any such third party and Allayya. Furthermore, in using and accessing the Service, you agree that Allayya is in no way responsible for the accuracy, timeliness, or completeness of Third-Party Materials. Allayya’s display of specific Third-Party Materials does not suggest a recommendation by Allayya of the third party or any products, plans or services offered. Your interaction with any third party accessed through the Service (whether online or offline) is at your own risk, and Allayya will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches, or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party.
B. Third-party links and references: The Service may contain references or links to third-party materials and services not controlled by Allayya or its suppliers or licensors. Allayya provides such information and links as a convenience to you and should not be considered endorsements or recommendations of such sites or any content, products, or information offered on such sites. You acknowledge and agree that Allayya is not responsible for any aspect of the information or content contained in any third-party materials or on any third-party sites accessible or linked to the Service.
7. Disclaimer – No Professional Advice
Any information provided by us regarding the products or otherwise (e.g. product descriptions or instructions) is for informational purposes only. You should not take any action based upon any information contained on the Site. Use of the Site is not meant to serve as a substitute for professional advice. You should read and strictly follow all product labels, packaging inserts, and instructions and all manufacturer directions and warnings and seek independent professional advice when appropriate.
This Site may include content provided by third parties, including materials provided by other users, bloggers, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Allayya are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Allayya. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
8. User Content and Intellectual Property
A. General: The Service allows Users to submit, post, and share content such as text, photos, audiovisual content, and other media content. You retain all your rights in User Content, but if you choose to provide any User Content to Allayya, we require a license for such User Content.
B. Access and responsibility: While Allayya may now or in the future provide certain tools to aid you in controlling access by others to your User Content, Allayya cannot guarantee any anonymity or confidentiality with respect to any User Content, and strongly recommends that you think carefully and use good judgment about what you submit to the Service. You understand that all User Content is the sole responsibility of the person who generated such User Content. This means that you, and not Allayya, are entirely responsible for User Content that you make available through the Service.
C. License grant by you to Allayya: You retain all of your ownership rights in original aspects of your User Content. By providing User Content to Allayya you hereby grant Allayya and its affiliates, sublicensees, partners, designees, and assignees of the Service (collectively, the “Allayya Licensees”) a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, transferable, worldwide license, without obligation, to use, reproduce, distribute, modify, adapt, publicly display, publicly perform, and otherwise exploit your User Content and derivatives thereof in connection with the Service and Allayya’s (and its successor's) business, including, without limitation, for marketing, promoting, and redistributing part or all of the Service (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.
D. Additional license grants: You grant Allayya the right to use your name and/or likeness and/or any name and/or likeness that you submit in connection with your User Content if Allayya should choose, without compensation or need for your prior approval, or to exercise any of the rights licensed by you hereunder, or in connection with a fictional name or persona or without any attribution at all. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You hereby grant Allayya a non-exclusive, perpetual license to print, publish, broadcast, and use, worldwide, in any media and at any time, your name, picture, voice, likeness, and/or biographical information for the purpose of operating and promoting the Service.
E. User content representations and warranties: You are solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Allayya to use all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable the use of User Content in the manner contemplated by these Terms, and to grant the rights and license set forth herein, and (ii) your User Content, Allayya’s or any Allayya Licensee’s use of such User Content pursuant to these Terms, and Allayya’s or any Allayya Licensee’s exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity of any other person; (c) violate any applicable law or regulation, or constitute any false or misleading advertising or unfair business practice; or (d) require obtaining a license from or paying royalties to any third party for the exercise of any rights granted in these Terms. User Content Prohibited Uses. In connection with your User Content, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage Allayya or any third party; (ii) use any copyrighted content owned or controlled by a third party without obtaining the necessary permissions, licenses and authorizations for the use of such third-party content; (iii) submit material that is unlawful, defamatory, libelous, slanderous, threatening, pornographic, obscene, vulgar, harassing, harmful, hateful, abusive, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iv) post advertisements or solicitations of business, or any “shill” or otherwise financially motivated reviews or other User Content related to any listings or information available through Allayya, or any rating, review, or feedback; (v) impersonate another person or entity or falsely state or otherwise misrepresent your identity or affiliation with a person or entity or the source of any information you submit; (vi) post User Content that would be harmful to minors in any manner; or (vii) reproduce, distribute, publicly display, publicly perform, adapt, or otherwise publish or cause to be published any other user’s User Content except as permitted by these Terms and the features of the Service.
9. Content Disclaimer
YOU UNDERSTAND THAT WHEN USING THE SERVICE, YOU WILL BE EXPOSED TO USER CONTENT AND THIRD-PARTY CONTENT FROM A VARIETY OF SOURCES AND THAT ALLAYYA IS NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH USER CONTENT OR THIRD-PARTY CONTENT. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO USER CONTENT AND THIRD-PARTY CONTENT THAT IS INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST ALLAYYA WITH RESPECT THERETO. ALLAYYA DOES NOT ENDORSE ANY USER CONTENT OR THIRD-PARTY CONTENT, OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN. UNDER NO CIRCUMSTANCES WILL ALLAYYA BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH ANY USER CONTENT OR THIRD-PARTY CONTENT.
10. Monitoring User Content; Removal of Content
Allayya does not control User Content and does not have any obligation to monitor such User Content for any purpose. Allayya may choose, in its sole discretion, to monitor, review, or otherwise access some or all User Content, but by doing so Allayya nonetheless assumes no responsibility for the User Content, no obligation to modify or remove any inappropriate User Content, or to monitor, review, or otherwise access other User Content, and Allayya assumes no responsibility for the conduct of the User submitting any User Content. You acknowledge that Allayya may or may not pre-screen User Content, but that Allayya and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Content that is available via the Service. Without limiting the foregoing, Allayya and its designees may, at any time and without prior notice, remove any User Content that in the sole judgment of Allayya violates these Terms or is otherwise objectionable, or for any other reason, with or without notice and with no liability of any kind. You agree that you must evaluate, and bear all risks associated with the use of any User Content or other Content, including any reliance on the accuracy, completeness, usefulness, or legality of such User Content. You should exercise your independent discretion and judgment before downloading any other User Content.
11. Ratings
A. General: Any rating and feedback featuring Allayya and made available are solely for use for the bonafide purpose of submitting feedback regarding the experience you had with the recipient of your rating or review. Any other use, misuse, or abuse of such rating and feedback systems is strictly prohibited. Without limiting the generality of the foregoing, i) you may not threaten to submit negative feedback or withhold positive feedback in order to receive benefits beyond those to which you are entitled (such as goods or services beyond those listed and purchased), ii) You may not condition performance of any obligation you incur through your use of the Service (such as the completion of any sale) on submission of positive feedback, and iii) You may not submit feedback or ratings for the purpose of manipulating another User’s rating.
B. Publicly available: Rating and feedback information submitted by a User may be made available through the Service to other Users.
C. Sole remedy: Without prejudice to any rights or remedies you may have vis a vis any third party, submission of a negative rating or review is the sole remedy you have with Allayya for any dissatisfaction you may have with a transaction.
12. Prohibited Uses of the Service
You agree not to use the Service or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party, or to engage in any fraudulent, illegal, unethical, or otherwise improper transaction. Without limiting the proceeding sentence, you agree that you will not, do, or attempt to:
A. Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Service, or features that enforce limitations on the use of the Service or any content therein;
B. Use any manual or automated means to extract and/or compile content from the Service for any purpose;
C. Threaten, harass, abuse, slander, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
D. Publish, distribute, or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral, or otherwise objectionable material or information;
E. Create a false identity or impersonate another for the purpose of misleading others as to the identity of the sender or the origin of a message;
F. Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programs;
G. Interfere with or disrupt the Service, networks, or servers connected to the Service, or violate the regulations, policies, or procedures of such networks or servers;
H. Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of all or part of the Service, Site Content, Third Party Content, or User Content, or any other part thereof, except and solely to the extent permitted by law, or otherwise attempt to use or access any of the Service other than as intended;
I. Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party, including by incorporating any such material in your User Content;
J. Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation (commercial or otherwise); or
K. Use the Service in any manner whatsoever that could lead to a violation of any federal, state, or local laws, rules, or regulations.
13. Legal Compliance and Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Site and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on Allayya's net income).
14. Modification of the Terms
Allayya reserves the right to update or modify the Terms at any time without prior notice, and such changes will be effective immediately upon being posted through the Service, except as set forth below. These Terms will identify the date of the last update. Your use of any Service following any such change constitutes your agreement to be bound by the modified Terms of Use. In the case of material changes to the Terms, Allayya will make reasonable efforts to notify you of the change, such as by sending an email to any address you may have used to register for an account, through a pop-up window on the Service, or another similar mechanism. Material changes to these Terms will be effective upon the earlier of (i) your first use of the Service with actual notice of such change, or (ii) 30 days from posting of such change. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose. We encourage you to review these Terms frequently to stay informed of the latest modifications.
15. Termination
A. By Allayya: Allayya, in its sole discretion and for any reason or no reason, may terminate your account on the Service, disable your access to the Service (or any part thereof), discontinue the Service and any related services, or terminate any license or permission granted to you hereunder, at any time, with or without notice. You agree that Allayya shall not be liable to you or any third party for any such termination. Without limiting the generality of the foregoing, Allayya may terminate your account in cases of actual or suspected fraud, or violations of these Terms or other laws or regulations, and any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Allayya may have at law or in equity.
B. By you: If you are dissatisfied with the Service, then please let us know by emailing us at help@allayya.com. Your only remedy with respect to any dissatisfaction with (i) the Service, (ii) any of these Terms, (iii) any policy or practice of Allayya in operating the Service, or (iv) any content or information transmitted or made available through the Service, is to terminate your use of the Service. You may terminate your use by closing your account and discontinuing your use of any and all parts of the Service, or by providing Allayya with notice of termination at help@allayya.com.
16. Indemnity
You agree to indemnify and hold harmless Allayya and its parent, subsidiaries, affiliates, or any related companies, licensors and suppliers, and their respective directors, officers, employees, agents, representatives, contractors, and other Allayya users who use any User Content you upload to the Service or other users, from all damages, injuries, liabilities, costs, fees, and expenses (including, but not limited to, legal and accounting fees) arising from or in any way related to (i) your use or misuse of the Service (including your use or misuse of Third-Party Materials); (ii) your User Content; (iii) your breach or other violation of these Terms including any representations, warranties, and covenants herein; (iv) your violation of the rights of any other person or entity, including, but not limited to claims that any User Content infringes or violates any third party intellectual property rights. Allayya reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You may not settle any matter without prior written consent from Allayya.
17. Disclaimers
THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE, SITE CONTENT, OR ANY OTHER PRODUCT, SERVICE, OR INFORMATION PROVIDED BY ALLAYYA), USER CONTENT, THIRD-PARTY CONTENT, AND ANY OTHER SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, USEFULNESS, THAT USE OF THE SERVICE WILL RESULT IN ANY INCOME OR PAYMENT, OR OTHERWISE. ALLAYYA MAKES NO WARRANTIES WITH RESPECT TO ANY USER CONTENT, OR FOR THE ACTIONS OF ANY USERS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ALLAYYA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, WITH RESPECT TO THE PRODUCTS OR SERVICES PROVIDED BY ALLAYYA.
18. Limitation of Liability
IN NO EVENT WILL ALLAYYA, ITS OFFICERS, OR DIRECTORS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH (I) YOUR USE OF THE SERVICE, SITE CONTENT, THIRD PARTY MATERIALS OR THE SITE; (II) THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE SERVICE OR ANY CONTENT; OR (III) PLANS MADE OR INFORMATION ACQUIRED THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, (I) ANY FEES OR COSTS ASSOCIATED WITH CANCELLED, INTERRUPTED OR DELAYED PLANS; (II) ANY FEES OR COSTS RESULTING FROM MISINFORMATION OR FAILURES IN COMMUNICATION; (III) AND ANY ACCIDENTS OR UNEXPECTED EVENTS OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF ALLAYYA IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19. Limitations; Basis of the Bargain
APPLICABLE LAW MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ALLAYYA, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ALLAYYA, ALLAYYA’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT ALLAYYA WOULD NOT BE ABLE TO OFFER THE SERVICE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.
20. Dispute Resolution and Arbitration
A. Generally. In the interest of resolving disputes between you and Allayya in the most expedient and cost-effective manner, you and Allayya agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, which may allow for more limited discovery than in court and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and Allayya are each waiving the right to a trial by jury or to participate in a class action.
B. Exceptions. Notwithstanding subsection (A), we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our rights to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
C. Arbitrator. Any arbitration between you and Allayya will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer-Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Allayya.
21. Notices
Allayya may provide you with notices by electronic mail, regular mail, or postings on the Service, and you agree to electronic delivery of all such notices. If Notice is provided by electronic mail, notice will be deemed given twenty-four hours after electronic mail is sent, unless Allayya is notified that the electronic mail address is invalid. If notice is provided by posting through the Service, then a notice will be deemed given upon such posting. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such a case, notice will be deemed given three days after the date of mailing.
22. Miscellaneous
These Terms, whether interpreted in a court of law or in arbitration, shall be governed by the laws of Texas without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Allayya agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Dallas County, Texas for the purpose of litigating all such claims or disputes. This is the entire agreement between you and Allayya relating to the subject matter herein and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between you and Allayya with respect to the said subject matter. These Terms shall not be modified or waived except in a writing signed by both parties, or by a change to these Terms as provided in Section 14, above. In the event any of the provisions of these Terms are held unenforceable or invalid by a court of competent jurisdiction, such provisions shall be deemed severed, and the remaining provisions thereof shall remain in full force and effect. The failure of Allayya to enforce, in any one or more instances, any of the provisions herein shall not be construed as a waiver of the prior or future performance of any such terms or conditions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Allayya as a result of these Terms or use of the Service. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied, or another relationship is created between you and Allayya other than pursuant to these Terms. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Allayya without restriction, including by operation of law, merger, or sale of all or substantially all of the assets to which this agreement pertains. Any assignment attempted to be made in violation of these Terms shall be void. The headings and captions in this Agreement are used for convenience only and are not to be considered in interpreting this Agreement.
The services hereunder are offered by:
Allayya, Inc.