AIsa Terms Of Service

This AIsa Services Agreement includes this introduction, the General Terms, Definitions, Services Terms, and incorporated documents and terms (this “Agreement”) and forms a legal agreement between AIPay Inc. (dba. “AIsa”) and you or the entity you represent (“you” and “your”). This Agreement governs your use of the AIsa Services.

This Agreement is effective upon the date you first access or use the AIsa Services (the “Effective Date”) and continues until you or AIsa terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.

The Services Terms contain specific terms governing both AIsa’s and your rights and obligations related to the AIsa Services described in those Services Terms. If there are no Services Terms for a particular AIsa Service, then only the General Terms govern. By accessing or using a AIsa Service, you agree to comply with the applicable Services Terms. If any term in the General Terms conflicts with a term in any Services Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Services Terms; (b) the General Terms; and (c) all terms incorporated by reference into this Agreement. Your access to or use of the AIsa Services may also be subject to additional terms to which you agree through the AIsa Dashboard.

As referenced in Section 10 of the General Terms, any dispute between you and AIsa is subject to a class action waiver and must be resolved by individual binding arbitration. Please read the arbitration provision in this Agreement as it affects your rights under this Agreement.

General Terms

You and AIsa agree as follows:

1. AIsa Account Eligibility

You must be 13 years of age or older to use the AIsa Services. If you are not old enough to enter into a contract on your own behalf (which is commonly but not always 18 years old), but you are 13 years old or older, your Representative must be your parent or legal guardian, and is responsible to AIsa and is legally bound to this Agreement as if they had agreed to this Agreement themselves. You must not use the AIsa Services if you are under 13 years of age.

If you are an individual using the AIsa Services on behalf of a business entity or non-profit organization, then you represent to AIsa that (a) you are authorized to provide User Information to AIsa on behalf of the entity or organization, (b) you are an authorized representative of the entity or organization with the authority to bind the entity or organization to this Agreement, and (b) you agree to this Agreement on the entity’s or organization’s behalf. AIsa may require you to provide additional information or documentation demonstrating your authority.

If you are a sole proprietor, and you are not old enough to enter into a contract on your own behalf (which is commonly but not always 18 years old), but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter into a contract on their own behalf, but the individual is 13 years old or older, your Representative must obtain the consent of either your board or an authorized officer. The approving board, authorized officer, parent or legal guardian is responsible to AIsa and is legally bound to this Agreement as if it had agreed to this Agreement itself.

2. Services and Support

2.1 Services

AIsa will make available to you the AIsa Services, including those described in the applicable Services Terms, and give you access to a AIsa Dashboard.

2.2 AIsa Account

To use the AIsa Services, you will need to create an AIsa Account. You agree to provide AIsa with accurate, complete and updated information in your Account. You are solely responsible for any activity on your AIsa Account and for maintaining the security of your log-in credentials. AIsa is not liable for any acts and omissions by you in connection with your AIsa Account. You will immediately notify AIsa if you expect your AIsa Account or log-in credentials have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your AIsa Account. Any act or failure to act by AIsa will not diminish your responsibility for a compromise of your log-in credentials.

2.3 Service Modifications

AIsa may modify the AIsa Services and AIsa Technology at any time, including adding or removing functionality or imposing conditions on use of the AIsa Services. AIsa will notify you of material adverse changes in, deprecations to, or removal of functionality from, AIsa Services or AIsa Technology that you are using.

2.4 Support

AIsa will provide you with support to resolve general issues relating to your AIsa Account and your use of the AIsa Services through resources and documentation that AIsa makes available on the AIsa Website and in the Documentation.

2.5 Services Restrictions

You must not, and must not enable or allow any third party to:

• (a) act as service bureau or pass-through agent for the AIsa Services;
• (b) work around any of the technical limitations of the AIsa Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public AIsa systems, programs, data, or services;
• (c) except as Law permits, reverse engineer or attempt to reverse engineer the AIsa Services or AIsa Technology;
• (d) use the AIsa Services to engage in any activity that is illegal, fraudulent, deceptive, exploitative, or harmful;
• (e) perform or attempt to perform any action that interferes with the normal operation of the AIsa Services or affects other users’ use of the AIsa Services;
• (f) exceed any AIsa Services usage limitations stated in the Documentation; or
• (g) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the AIsa Services, Documentation, or the AIsa Website except as permitted by Law.

3. Credits, Access Authorizations, and Fees

3.1 Credits

Upon creating an Account, a digital wallet set up by AIsa or our service providers (an “AIsa Wallet”) will be linked to your Account. To access a Connected Service, you must have a sufficient Credit balance in your AIsa Wallet to pay for access to the Connected Service.

You can purchase credits to cover your usage of Connected Services (“Usage Credits”) through the AIsa Dashboard. AIsa may also, in its sole discretion, offer you free credits as part of a promotion or during sign up for the AIsa Services (“Promotional Credits”).

Usage Credits, Promotional Credits and any other credits we offer (“Credits”) are non-refundable. Unless otherwise required by Law, Usage Credits expire one calendar year from the date we send you a purchase confirmation or otherwise issue the Credits. Promotional Credits expire at the time indicated when issued (or otherwise one calendar year from when issued if no time is specified). Credits will also automatically expire if you close your AIsa Account or your AIsa Account is terminated for cause or breach, and cannot be recovered. Credits are not legal tender or currency of any kind and have no cash value. You can check the Credit balance associated with your AIsa Account on the AIsa Dashboard.

3.2 Access Authorizations

You can use the AIsa Services to generate Access Authorizations that will enable you and your Associated Agents to access and pay for Connected Services. An Access Authorization consists of (a) the set of verified identification information, if any, that a Connected Service Provider requires from you to access the Connected Service and (b) an authorization for AIsa to apply a stated number of Credits in your Account to pay the Connected Service Provider for your requested access to the Connected Service.

Each Connected Services Provider sets its own requirements for verified identification credentials and fees for access to the Connected Service.

When you generate an Access Authorization, the available Credit balance in your Account will be reduced by the number of Credits you have authorized AIsa to pay the Connected Service. Once the Access Authorization is transmitted to a Connected Service Provider and the Connected Service provider presents it to AIsa, these Credits are not recoverable and your Credit balance will be reduced.

When you submit an Access Authorization to a Connected Service Provider, the Connected Service Provider will have access to the verified identification information (including any Personal Information) contained in the Access Authorization. The Connected Service Provider will hold the information you submit under the Connected Service Terms, and not this Agreement or the AIsa Privacy Policy.

3.3 Transaction Limits

AIsa, in its sole discretion, may establish and impose transaction limits on your purchase and usage of Credits. The applicable transaction limits will be displayed in your AIsa Dashboard.

3.4 Fees

AIsa does not currently charge a fee for the purchase of Credits or the generation of Access Authorizations. AIsa may, from time to time, offer a AIsa Service or AIsa Service feature without charge, or waive a fee for that AIsa Service or AIsa Service feature. AIsa reserves the right to impose or revise fees for any AIsa Service or AIsa Service feature at any time. If AIsa introduces a new fee, or increases a fee, for a AIsa Service that you are currently using, then AIsa will notify you at least 30 days before the new or revised fee applies to you.

3.5 Taxes

You are responsible for paying any and all Taxes applicable to your purchase or use of Credits and your access and use of Connected Services.

4. Termination; Suspension; Survival

4.1 Termination

(a) Your Termination. You may terminate this Agreement at any time by closing your AIsa Account. If after termination, you use the AIsa Services again, this Agreement will apply with an Effective Date that is the date on which you first use the AIsa Services again.

(b) AIsa Termination. AIsa may terminate this Agreement (or any part) or close your Account at any time for any or no reason by notifying you. In addition, AIsa may terminate this Agreement (or relevant part) for cause if AIsa exercises its right to suspend AIsa Services (including under Section 4.2 of these General Terms) and does not reinstate the suspended AIsa Services within 30 days.

(c) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain AIsa Services, the non-breaching party may choose to terminate only the affected AIsa Services.

4.2 Suspension

AIsa may immediately suspend providing any or all AIsa Services to you, and your access to the AIsa Technology, if:

• (a) AIsa believes it will violate any Law or Governmental Authority requirement;
• (b) a Governmental Authority requires or directs AIsa to do so;
• (c) you do not update in a timely manner your implementation of the AIsa Services or AIsa Technology to the latest production version AIsa recommends or requires;
• (d) you do not respond in a timely manner to AIsa’s request for User Information or do not provide AIsa adequate time to verify and process updated User Information;
• (e) you breach this Agreement or any other agreement between the parties;
• (f) you enter an Insolvency Event;
• (g) AIsa believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to AIsa; or
• (h) AIsa believes that your use of the AIsa Services (i) is or may be harmful to AIsa or any third party; (ii) degrades, or may degrade, the security, privacy, stability or reliability of the AIsa Services, AIsa Technology or any third party’s system; (iii) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (iv) is or may be unlawful.

4.3 Survival

The following will survive termination of this Agreement:

• (a) provisions that by their nature are intended to survive termination (including Sections 3.5, 5.2, 8, 9 and 10 of these General Terms); and
• (b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.

5. Use Rights

5.1 Use of Services

Subject to the terms of this Agreement, AIsa grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the AIsa Technology, as long as your access and use is (a) solely as necessary to use the AIsa Services; and (b) in compliance with this Agreement and the Documentation.

5.2 Feedback

During the Term, you and your Affiliates may provide Feedback to AIsa. You grant, on behalf of yourself and your Affiliates, to AIsa a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the AIsa Services. All Feedback is AIsa’s confidential information.

5.3 No Joint Development; Reservation of Rights

As between the parties, AIsa and its third party licensors own all IP Rights in the AIsa Services, the AIsa Technology, the Documentation, and the AIsa Website. Any joint development between the parties of intellectual property will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party, or contemplates a joint development of intellectual property. All rights (including IP Rights) not expressly granted in this Agreement are reserved.

6. Privacy and Data Use

6.1 Privacy Policy

AIsa’s Privacy Policy (at www.aisa.one/privacy-policy) explains how and for what purposes AIsa collects, uses, retains, discloses and safeguards the Personal Data you provide to AIsa.

6.2 Disclosures

When you provide Personal Data to AIsa, or authorize AIsa to collect Personal Data, you must provide all necessary notices to, and obtain all necessary rights and consents from, the applicable individuals sufficient to enable AIsa to lawfully collect, use, retain and disclose the Personal Data in the ways this Agreement and AIsa’s Privacy Policy describe.

6.3 Personal Data and Data Processing Agreement

AIsa will Process Personal Data for the purposes described in Section 1 of the Data Processing Agreement at www.aisa.one/data-processing-agreement. The Data Processing Agreement including the Data Transfers Addendum, that applies to your use of the AIsa Services and transfer of Personal Data, is incorporated into this Agreement by this reference.

6.4 Retention of Data

AIsa is not obligated to retain data after the Term, except as (a) required by Law; (b) required for AIsa to perform any post-termination obligations; (c) this Agreement otherwise states; or (d) the parties otherwise agree in writing.

7. Representations and Warranties

7.1 Representations and Warranties

You represent as of the Effective Date, and warrant at all times during the Term, that:

• (a) you have the right, power, and ability to enter into and perform under this Agreement;
• (b) you are eligible to use the AIsa Services;
• (c) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the AIsa Services in compliance with this Agreement and Law;
• (d) your employees, contractors and agents are acting consistently with this Agreement;
• (e) your use of the AIsa Services and AIsa Technology, performance of your obligations under this Agreement, and conduct of your business, comply with Law;
• (f) you comply with the Documentation;
• (g) you do not use the AIsa Services to conduct a Prohibited or Restricted Business, transact with any Prohibited or Restricted Business, or enable any individual or entity (including you) to benefit from any Prohibited or Restricted Business; and
• (h) all information you provide to AIsa, including the User Information, is accurate and complete.

7.2 Scope of Application

Unless this Agreement states to the contrary elsewhere, the representations and warranties in Sections 7.1 and 12.8 of these General Terms apply generally to your performance under this Agreement. Additional representations and warranties that apply only to a specific AIsa Service may be included in the Services Terms.

8. Indemnity

8.1 Your Indemnification Obligations

(a) Defense. You will defend the AIsa Parties against any Claim made against any of the AIsa Parties to the extent arising out of or relating to:

• (i) your breach of any of your representations, warranties or obligations under this Agreement;
• (ii) your use of the AIsa Services; or
• (iii) a User Party’s negligence, willful misconduct or fraud.

(b) Indemnification. You will indemnify the AIsa Parties against all AIsa Losses arising out of or relating to Claims described in this Section 8.1.

9. Disclaimer and Limitations on Liability

The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

9.1 Disclaimer

AIsa provides the AIsa Services and AIsa Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, AIsa does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the AIsa Services, the AIsa Technology, and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. The AIsa Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the AIsa Services, your Account, or Protected Data. Further, the AIsa Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the AIsa Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to AIsa Data or Protected Data; (c) AIsa Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the AIsa Service; (e) errors, inaccuracies, omissions or losses in or to any Protected Data; (f) Content; or (g) your or another party’s defamatory, offensive, fraudulent, or illegal conduct.

9.2 Limitations on Liability

(a) Indirect Damages. To the maximum extent permitted by Law, the AIsa Parties will not be liable to you or your Affiliates in relation to this Agreement or the AIsa Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the AIsa Parties have been advised of their possibility.

(b) General Damages. To the maximum extent permitted by Law, the AIsa Parties will not be liable to you or your Affiliates in relation to this Agreement or the AIsa Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of fees you paid to AIsa during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $500 USD.

10. Dispute Resolution; Agreement to Arbitrate

10.1 Governing Law

The laws of the state of California will govern this Agreement, without giving effect to its conflict of law principles.

10.2 Binding Arbitration

(a) All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s IP Rights (which will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by binding arbitration in San Francisco, California before a single arbitrator.

(b) The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures will apply.

(c) The arbitrator will apply the substantive law of the State of California and of the United States, excluding their conflict or choice of law rules.

(d) Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(e) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.

10.3 Arbitration Procedure

(a) A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.

(b) Subject to Section 10.3(a), each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.

(c) Subject to the disclaimers and limitations of liability stated in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

(d) In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or relating to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

10.4 Confidentiality

The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) AIsa may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires.

10.5 Conflict of Rules

In the case of a conflict between the provisions of this Section 10 and the AAA Rules, the provisions of this Section 10 will prevail.

10.6 Class Waiver

To the extent Law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

10.7 No Jury Trial

If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

11. Modifications to this Agreement

AIsa may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), Services Terms or terms incorporated by reference or by notifying you. The modified Agreement is effective upon posting or, if AIsa notifies you, as stated in the notice. By continuing to use AIsa Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the AIsa Legal Page regularly for modifications to this Agreement. Except as this Agreement otherwise allows, this Agreement may not be modified except in writing signed by the parties.

12. General Provisions

12.1 Notices and Communications

(a) Notices to AIsa. Unless this Agreement states otherwise, for notices to AIsa, you must contact us by email at [email protected]. A notice you send to AIsa is deemed to be received when AIsa receives it.

(b) Communications to you. A Communication AIsa sends to you is deemed received by you on the earliest of (i) when posted to the AIsa Website or AIsa Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by mail. Each party consents to receiving electronic notices. All notices must be in English.

12.2 Collection Costs

You are liable for all costs AIsa incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.

12.3 Interpretation

• (a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.
• (b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.
• (c) Except where expressly stated otherwise in writing executed between you and AIsa, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services.
• (d) All references in this Agreement to any terms, documents, Law or Services Terms are to those items as they may be amended, supplemented or replaced from time to time.
• (e) The section headings of this Agreement are for convenience only, and have no interpretive value.
• (f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.
• (g) References to “business days” means weekdays on which banks are generally open for business in the United States.
• (h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.
• (i) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

12.4 Waivers

To be effective, a waiver must be in writing signed by the waiving party. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

12.5 Force Majeure

AIsa will not be liable for any losses, damages, or costs you suffer, or delays in AIsa’s performance or non-performance, to the extent caused by a Force Majeure Event.

12.6 Assignment; Subcontracting

You may not assign or transfer any obligation or benefit under this Agreement without AIsa’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us at [email protected]. AIsa may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns. AIsa may subcontract its obligations under this Agreement to third parties.

12.7 Trade Control

You must not use or otherwise export, re-export or transfer the AIsa Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the AIsa Technology was distributed and obtained, including by providing access to AIsa Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the AIsa Technology, you represent as of the Effective Date and warrant during the Term that you are not (i) located in or organized under the laws of any High-Risk Jurisdiction; (ii) a High-Risk Person; or (iii) owned 50% or more, or controlled, by individuals and entities (x) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (y) any of whom or which is a High-Risk Person. You must not use the AIsa Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

12.8 No Agency

Each party to this Agreement is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between AIsa and you. If this Agreement expressly establishes an agency relationship between you as principal and AIsa as agent, the agency conferred, including your rights as principal and AIsa’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you and will in no event establish an agency relationship for tax purposes.

12.9 Severability

If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.

12.10 Cumulative Rights; Injunctions

The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law or in equity. Any material breach by a party of Section 5 or Section 6 of these General Terms could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for the breach.

12.11 Entire Agreement

This Agreement constitutes the entire agreement and understanding of the parties with respect to the AIsa Services, and supersedes all prior and contemporaneous agreements and understandings.

Definitions

• “AAA Rules” means the American Arbitration Association’s Commercial Arbitration Rules as described in Section 10.2(b) of the General Terms.
• “Access Authorization” is a digital key or keys that you generate via the AIsa Technology that enables you or an Associated Agent to access a Connected Service and consists of one or both of the following: (a) the set of verified identification information, if any, that a Connected Service Provider requires from you to access the Connected Service and (b) an authorization for AIsa to apply a stated number of Credits in your Account to pay the Connected Service Provider for your requested access to the Connected Service.
• “Activity” means any action taken on or related to a Connected Account’s AIsa account that a Connected Service Provider initiates, submits or performs.
• “Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
• “AML and Sanctions Law” means all applicable anti-money laundering and sanctions laws, rules, regulations and other binding requirements of any regulator or other governmental agency or entity with jurisdiction over AIsa or its Affiliates or you or your Affiliates, as applicable.
• “API” means application programming interface.
• “Associated Agent” means any software program or system that you authorize to conduct Transactions on your behalf.
• “CCPA” means California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100-1798.199.
• “Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entry into any transaction or arrangement that would have the same or similar effect; but does not include an initial public offering or listing.
• “Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.
• “Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction.
• “Connected Account” means, with respect to a Connected Service, a User that elects to conduct Transactions with the Connected Service.
• “Connected Account Data” means data about Connected Accounts and Activity, which may include Protected Data and AIsa Data.
• “Connected Services” means the products, services or information that a Connected Service Provider has agreed to make available to Customers in return for Access Authorizations.
• “Connected Service Provider” means any provider of products, services or information that (a) has a AIsa Account, (b) has agreed to accept Access Authorizations in return for delivering access to its products, services or information in accordance with AIsa’s Agent Checkout Terms.
• “Content” means all text, images, and other content that AIsa does not provide to you and that you upload, publish or use in connection with the AIsa Services.
• “Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.
• “Customer” means, with respect to a Connected Service Provider, any User that conducts Transactions with the Connected Service Provider.
• “Dispute” means an instruction a Customer initiates to reverse or invalidate a processed Transaction.
• “Documentation” means the sample code, instructions, requirements and other documentation (a) available on the AIsa Website; and (b) included in the AIsa SDKs.
• “Feedback” means ideas, suggestions, comments, observations and other input you provide to AIsa regarding AIsa Services and the AIsa Technology.
• “Force Majeure Event” means an event beyond the control of AIsa, including (a) a strike or other labor dispute or labor shortage, stoppage or slowdown; (b) supply chain disruption; (c) embargo or blockade; (d) telecommunication breakdown, power outage or shortage; (e) inadequate transportation service; (f) weather, earthquake, fire, flood, natural disaster or act of God; (g) riot, civil disorder, war, invasion, hostility or terrorism threat or act; (h) civil or government calamity; (i) epidemic, pandemic, state, national or international health crisis; and (j) Law or act of a Governmental Authority.
• “GDPR” means General Data Protection Regulation (EU) 2016/679.
• “Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the AIsa Services, AIsa or you, as applicable.
• “High-Risk Jurisdiction” means any jurisdiction or administrative region that AIsa has deemed to be of particularly high risk, including Cuba, Iran, North Korea, and Syria, and the Crimea, Donetsk, and Luhansk regions.
• “High-Risk Person” means any individual or entity that AIsa has deemed to be of particularly high risk, such as those individuals or entities named to a restricted person or party list of, or otherwise restricted by, the United States, United Kingdom, European Union, or United Nations.
• “Insolvency Event” means the occurrence of any of the following (or any analogous procedure or step): (a) as defined by Law, you are unable to pay your debts; (b) you are the subject of a petition, resolution, order or any other step in relation to winding up, bankruptcy or equivalent proceedings; (c) you stop, or threaten to stop, carrying on all or part of your business; (d) you enter into a compulsory or voluntary liquidation; (e) you are the subject of a petition for an administration order; (f) a moratorium is agreed or declared with respect to all or part of your debts; (g) you enter, or propose to enter, into any compromise or arrangement of your debts; (h) you begin proceedings or negotiations to reschedule, readjust or defer your debts; (i) a liquidator, receiver, administrative receiver, administrator, manager or other similar officer is appointed; (j) an enforcement of any security over any of your assets; or (k) any legal proceeding, corporate action or other procedure or step is taken in connection with appointing an administrator, receiver, liquidator, manager, trustee in bankruptcy or other similar officer.
• “IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights recognized anywhere in the world.
• “Law” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.
• “Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.
• “Mark” means a trademark, service mark, design mark, logo or stylized script.
• “Personal Data” means any information relating to an identifiable natural person that is Processed in connection with the AIsa Services, and includes “personal data” as defined in the GDPR and “personal information” as defined in the CCPA.
• “Privacy Policy” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party’s Personal Data practices and commitments.
• “Prohibited or Restricted Business” means any illegal activity or offering of products or services that are in violation of law in the jurisdictions where your business is located or to which your business is targeted, as identified by AIsa.
• “Protected Data” means (a) all User Information that you provide to AIsa; and (b) all Personal Data that AIsa Processes in connection with the AIsa Services.
• “Representative” means an individual submitting your request for a AIsa Account.
• “Sanctioned Persons” means people or entities that are subject to sanctions under AML and Sanctions Law, including if they are (a) on an applicable sanctions list; (b) owned or controlled by a person on an applicable sanctions list; or (c) ordinarily resident in a jurisdiction identified as high risk by AIsa.
• “Services Terms” means terms in this Agreement that apply to particular AIsa Services.
• “AIsa Account” means your AIsa account.
• “AIsa Agent Checkout Services” means, with respect to a Connected Service Provider, the AIsa Services that enable you to make available the Connected Service to Users, receive Access Authorizations, and receive any associated payment for your Connected Service.
• “AIsa API” means all instances of the AIsa application programming interfaces, including all endpoints that enable AIsa users to use AIsa Services.
• “AIsa Dashboard” means the interactive user interface through which a AIsa User may view information about and manage a AIsa Account, generate Access Authorizations for Connected Services and purchase Credits.
• “AIsa Data” means data that you obtain via the AIsa Services, including (a) information relating to AIsa API interactions via the AIsa Technology; (b) information AIsa uses for security or fraud prevention; and (c) all aggregated information AIsa generates from the AIsa Services.
• “AIsa Entity” means AIsa or any of its Affiliates.
• “AIsa Losses” means all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by the AIsa Parties.
• “AIsa Parties” means AIsa and its Affiliates, and the directors, employees and agents of AIsa.
• “AIsa Pricing Page” means https://marketplace.aisa.one/pricing, and any other pages on the AIsa Website linked from that page.
• “AIsa SDK” means a software development kit available at docs.aisa.one.
• “AIsa Service” means a service AIsa makes available to you under this Agreement.
• “AIsa Technology” means all hardware, software (including software in the AIsa SDKs), application programming interfaces (including the AIsa API), user interfaces (including the AIsa Dashboard), and other technology that AIsa uses to provide and make available the AIsa Services.
• “AIsa Website” means www.aisa.one.
• “Tax” or “Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) and withholding tax.
• “Transaction” means a transaction initiated by you or an Associated Agent via the AIsa Technology in which (a) you or an Associated Agent direct AIsa to generate an Access Authorization for a Connected Service, (b) you or an Associated Agent transmit the Access Authorization to the Connected Service Provider, (c) you or an Associated Agent receive from the Connected Service Provider requested products, services or information.
• “User Information” means information about you and your User Group that AIsa receives from you to initiate your AIsa Account and provide the AIsa Services, and may include information (including Personal Data) about your representatives, beneficial owners, principals and other individuals associated with you or your AIsa Account.
• “User Group” means (a) you and (b) any of your Associated Agents.
• “User Party” means you, your Affiliate, or a director, employee or agent of you or your Affiliate.