Adalyn.ai Terms of Use

1. Important Points Up Front

1.1. Website Only

These Terms cover the Website. Adalyn products and services are governed by separate written agreements.

1.2. Browsewrap Notice

These Terms are posted on the Website and apply when you access or use the Website. By accessing or using the Website, you agree to these Terms. If you do not agree, you must not use the Website.

1.3. Changes To These Terms

We may update these Terms. We post the updated Terms on the Website and update the Effective Date. If you keep using the Website after we post an update, you agree to the updated Terms.

1.4. Privacy

Our Privacy Notice explains how we collect, use, and share information through the Website. The Privacy Notice applies to your use of the Website and is available at https://www.adalyn.ai/privacy.

2. Permitted Use Of The Website

2.1. Limited Permission To Use The Website

We give you limited, non-exclusive, non-transferable, non-sublicensable, revocable permission to access and use the Website, and all materials on the Website, including text, graphics, logos, icons, images, photographs, audio, video, digital downloads, data compilations, and software (collectively, "Content") for informational purposes, including internal business evaluation. You may:

• view the Website and Content;
• save reasonable copies on your device;
• download Content where we make downloading available; and
• print reasonable copies.

We may revoke some or all of the permission we gave you, at any time.

2.2. Reasonable Sharing

You may share links to the Website freely. You may also share limited excerpts of Content for internal business evaluation or commentary if you:

• keep any copyright, trademark, or proprietary notices;
• do not edit the excerpt in a misleading way; and
• do not claim the Content is yours.

2.3. What You Do Not Get

Your permission under these Terms does not include the right to:

• resell, publish, or publicly distribute Content (except as allowed in the Reasonable Sharing section);
• use the Website or Content to build or improve a competing product or service; or
• use the Website or Content in any way these Terms do not allow.

You must not do any of these.

3. Prohibited Conduct

3.1. General

You must not access or use the Website or Content in any unlawful way or in any way not allowed by these Terms.

3.2. Copying And Redistribution Beyond Limited Sharing

You must not copy, reproduce, publish, republish, transmit, broadcast, or distribute Content beyond the limited sharing that is allowed by the Reasonable Sharing section.

3.3. Modifying The Website Or Content

You must not modify, translate, adapt, create derivative works from, or substantially reformat Content, except for limited excerpts that are allowed by the Reasonable Sharing section.

3.4. Framing And Mirroring

You must not frame, mirror, or embed the Website (or a material part of it) into another website, platform, or service without our written permission.

3.5. Scraping And Data Collection

You must not scrape, crawl, harvest, or collect Content, data, or information from the Website by automated or manual means, including through:

• spiders, robots, crawlers, or scrapers;
• scripts or code designed to collect, store, reorganise, summarise, or manipulate Content; or
• manual aggregation of Content beyond ordinary viewing and the limited copying permitted by these Terms.

This does not prohibit ordinary browser caching that happens when you view a webpage or indexing by public search engines that follow our robots.txt file and do not copy or show more Content than is typical for search results.

3.6. Training Models

You must not collect Content from the Website to create, build, or contribute to a dataset used to train, fine-tune, or evaluate machine learning or AI models, or to power retrieval systems for those models, except with our express written permission.

3.7. Reverse Engineering And Interference

You must not attempt to access or extract the Website's source code or underlying software, or try to work out how it is built or operates, except as needed for ordinary use of the Website through a web browser.

3.8. Security And Misuse

You must not:

• attempt to gain unauthorised access to the Website or related applications or systems;
• probe, scan, or test vulnerabilities;
• breach or bypass security or authentication measures;
• interfere with or disrupt the Website or networks; or
• introduce malware, viruses, worms, or other harmful code.

Some areas of the Website may be restricted or password-protected and may be subject to additional terms. You must not attempt to access restricted areas without authorisation.

3.9. Misrepresentation

You are not permitted to impersonate another person or entity, falsely claim affiliation, or misrepresent your identity when using the Website.

4. Intellectual Property

4.1. Ownership

The Website and Content are owned by Adalyn or its licensors and are protected by Canadian and international intellectual property laws. We reserve all rights not expressly granted by these Terms. If you want to use Content in a way these Terms do not allow, email legal@adalyn.ai.

4.2. Trademarks

"Adalyn", "Adalyn Technologies", the Adalyn logo, and related names, logos, product and service names, designs, and slogans are trademarks of Adalyn or its affiliates. You must not use them without our prior written permission.

5. Termination

5.1. For Any Reason

We may suspend or end your access to the Website at any time, with or without notice, for any reason, including if we believe you have breached these Terms.

5.2. Effect Of Termination

If your access ends, you must stop using the Website. Sections that by their nature should continue will continue, including sections related to Intellectual Property, User Submissions and Feedback, Disclaimers, Limitation of Liability, Indemnity, Dispute Resolution, and General Terms.

6. Disclaimers

6.1. Legal Limits

Some laws do not allow certain disclaimers or limits of liability. Where that is true, the Disclaimers section applies only to the extent the law allows.

6.2. "As Is"

We provide the Website and Content as-is and as available. We do not promise the Website will be accurate, available, secure, or fit for your needs. We also disclaim implied warranties (including merchantability, fitness for a particular purpose, title, and non-infringement) where the law allows.

6.3. No Promises About Accuracy Or Availability

We do not promise that the Website or Content will be accurate, complete, current, reliable, or error-free, or that the Website will always be available.

6.4. No Professional Advice

Content is for general information only and is not legal, financial, medical, or other professional advice. You should get professional advice appropriate to your situation.

6.5. Security

We do not promise that the Website or its servers will be free of harmful components. You are responsible for protecting your systems and data.

6.6. Third Party Sites

The Website may include links to websites or services that we do not operate ("Third Party Sites"). We provide links for convenience only. We do not control Third Party Sites and are not responsible for their content, policies, or practices. Your use of Third Party Sites is at your own risk and subject to their terms.

7. Limitation Of Liability And Indemnity

7.1. Types Of Damages

Adalyn and its directors, officers, employees, agents, affiliates, licensors, and service providers are not liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, lost goodwill, loss of use, or loss of data, arising out of or relating to:

• your access to or use of the Website;
• any Content you access through the Website;
• Third Party Sites; or
• unauthorised access to or alteration of your transmissions or data.

7.2. Liability Cap

Adalyn's total liability for any claim arising out of or relating to the Website or these Terms will not exceed CAD $100. The liability cap applies to any liability that is not otherwise excluded by these Terms.

7.3. Indemnity

You will indemnify and hold harmless Adalyn and its directors, officers, employees, agents, affiliates, licensors, and service providers from and against claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

• your breach of these Terms;
• your misuse of the Website or Content; or
• information you submit through the Website.

8. Governing Law And Dispute Resolution

8.1. Governing Law

Ontario law and the federal laws of Canada that apply in Ontario govern these Terms and any dispute arising out of or relating to the Website or these Terms, without regard to conflict of laws rules.

8.2. Good Faith Notice

Before starting a formal dispute, you agree to send a short written notice to legal@adalyn.ai describing the issue and the relief you want. We will do the same if we have a dispute with you. The parties will try in good faith to resolve the dispute.

8.3. Arbitration

Except where prohibited by applicable law (including applicable consumer protection law) or as otherwise stated in this section, any dispute, controversy, or claim arising out of or relating to these Terms or the Website will be finally resolved by binding arbitration:

• administered in Toronto, Ontario, Canada;
• by a single arbitrator;
• in English; and
• under the Arbitration Rules of the ADR Institute of Canada (ADRIC) in effect when the arbitration starts.

The arbitrator may allocate arbitration fees and costs as the arbitrator decides, subject to the applicable rules and law.

8.4. Court Orders

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or address infringement or misappropriation of intellectual property or proprietary rights.

8.5. Class Action Waiver

To the extent the law allows, disputes must be brought on an individual basis. You waive the right to participate as a plaintiff or class member in any class, collective, consolidated, or representative action or class-wide arbitration.

8.6. Opt-Out (Arbitration And Class Waiver)

You may opt out of the Arbitration or the Class Action Waiver sections of these Terms by emailing legal@adalyn.ai within 30 days after your first use of the Website. Your email must include your name, the email address you used (if any) to contact us through the Website, and a clear statement that you are opting out of the arbitration or the class action waiver, or both. If you opt out, disputes will be resolved in the courts located in Toronto, Ontario, Canada.

9. General Terms

9.1. Submissions

If you submit information through the Website (for example via a contact form), you represent that: the information is accurate to the best of your knowledge; and you have the right to provide it to us. Do not send confidential information through the Website. Submissions through the Website are not confidential.

9.2. Feedback

If you provide us feedback, suggestions, or ideas, you give us a perpetual, worldwide, royalty-free right to use, reproduce, modify, and incorporate them into our products and services without compensation or obligation to you.

9.3. Age

The Website is intended for people who are at least the age of majority where they live. We do not knowingly collect personal information from children through the Website.

9.4. Entire Agreement

These Terms, together with the Privacy Notice and any other legal notices posted on the Website, are the entire agreement between you and Adalyn about the Website. Except as provided for above, these Terms can be changed only by a written agreement signed by an executive officer of Adalyn or an authorised member of Adalyn's legal team. No verbal statement, promise, or other communication changes these Terms.

9.5. Severability

If a court or arbitrator finds any part of these Terms invalid or unenforceable, the rest will remain in effect.

9.6. No Waiver

If we do not enforce a provision, that does not waive our right to enforce it later. Any waiver must be in writing and signed by Adalyn.

9.7. Assignment

You may not assign these Terms without our prior written consent. Adalyn may assign these Terms without restriction.

9.8. Headings

Headings are for convenience only and do not affect interpretation.

9.9. Electronic Records

A printed version of these Terms and any notice given in electronic form will be admissible in proceedings to the same extent as other business records.