Panjaya Terms of Use

Last updated: January 8, 2025

Welcome to Panjaya.

The Panjaya Terms of Use, as amended by us from time to time (“Terms”) are a legally binding agreement between Panjaya and you, being the end customer (in case of an individual Customer) or the company or other legal entity on behalf of which you are accepting these Terms, as applicable (“you” or “Customer”). These Terms govern your and your Authorized Users' access and use of Panjaya’s AI-powered, automatic translation and dubbing software platform which creates translated audio or video content and its underlying technologies (the “Platform”) as hosted on a third party cloud service, made available to you via our website at https://www.panjaya.ai/ (“Website“), or our associated software applications, at the scope set out in your applicable online subscription plan with Panjaya or the Order Form (“Service”). By subscribing to the Service online, by executing an offline order form or agreement with Panjaya linking to or incorporating these Terms (an “Order Form”) or by accessing and using the Website (provided that in the latter case, without an online subscription or Order Form, the only provisions of these Terms applying to you will be those concerning the Website and its use) you hereby accept these Terms. If you accept the Terms on behalf of a legal entity, you must have the authority to accept these Terms on such entity’s behalf.

The use of the Service and Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website or may be viewed via the Platform and may be updated by us from time to time, including Panjaya’s Privacy Policy available at https://www.panjaya.ai/privacy-policy (“Privacy Policy“), our Acceptable Use Policy (“AUP“) available at https://www.panjaya.ai/acceptable-use-policy and Copyright Policy available at https://www.panjaya.ai/copyright-policy.

Please note that:

these Terms are subject to a binding arbitration which is agreed to by both parties, as set out in Section 15 (which also explains how you may opt-out of such arbitration); and
if your Order Form with Panjaya explicitly incorporates the terms of another agreement between you and Panjaya, such as a master services agreement, then the provisions of such agreement will govern your access and use of the Service and Platform instead of these Terms.

Who We Are
Panjaya is an automatic translation and dubbing technology company which utilizes generative AI models to create voice and video Output. Unless otherwise set out in the Order Form, the Service is provided by and your agreement is with Panjaya Inc., a Delaware corporation (“Panjaya”, “Company”, “we” “us” or “our”) provided that if your Order Form is with one of our affiliated entities, any reference to Panjaya hereunder shall instead mean such affiliated entity.
Rights of Use; Platform Modifications; Support; Use Restrictions.
1. Right to Use. Subject to your compliance with these Terms and AUP, for as long as you have outstanding Credits (as defined below) or otherwise for the Subscription Term set out in your Order Form, Panjaya hereby grants you, and to the extent you are a legal entity or business, to your employees and contractors who are explicitly authorized by Customer to use the Service and Platform ("Authorized Users") a non-exclusive, limited, non-sublicensable and non-transferable, revocable right and license to access and use the Platform, solely for your internal business purposes (the “Subscription”). The Service and aforementioned access and use rights are licensed, not sold. You are responsible for its networks, equipment, and credentials used to access the Service, and understand and acknowledge that the Service is not intended to, and will not, operate as a data storage or archiving product or service. You agree not to rely on the Service for the storage of any Customer Content whatsoever.
2. Platform Modifications and Updates. The Company may change or update the Platform and Website at any time, including, without limitation, the availability, removal or update of any feature, Model, content or database, and may impose limitations or restrictions on certain features and services or discontinue any or all parts of the Platform or Website. In addition, during the Subscription Term Panjaya may provide you with manual or automatic patches, updates and version changes to the Platform at its discretion. Such updates will become part of the Platform (and so subject to all these Terms' provisions governing the Platform) upon installation.
3. Support. Panjaya may attempt to provide support for the Service if and when Panjaya is able to, with all support requests to be sent by Customer to support@panjaya.ai. While we will make reasonable efforts to timely respond to Authorized User inquiries and support requests, we do not have any obligation to provide support (including within a specified timeframe) or maintain the Platform at a specific availability level.
4. Use Restrictions. You must not (and must not permit or encourage any third party to) do any of the following: (a) copy or reproduce the Service; (b) sell, assign, resell, license, sublicense, distribute, lease, lend, rent, or make available the Service to any third party or otherwise offer or use the Platform in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of the Service; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Service; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service or access the Service in an unauthorized manner; (f) make a derivative work of the Platform (other than Output); (g) use the Platform, Service or Output to develop any service or product that is the same as (or substantially similar to or competitive with) the Platform; (h) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item that may damage or disrupt the Platform; (i) knowingly interfere (or attempt to interfere) with the integrity or proper working of the Platform; (j) use any part of the Service as part of a dataset that may be used for training, fine-tuning, developing, testing or improving any machine learning or artificial intelligence technology other than the Service; (k) represent that Output was human-generated when it is not; (l) use the Service, Platform or Output in violation of the AUP, including to infringe, misappropriate or violate any third party's Intellectual Property Rights; and/or (m) permit credentials or API keys to be shared between multiple individuals in order to bypass any Platform access restrictions to avoid payments.
Account and Authorized Users
1. Account and Authorized Users. In order to use the Service, you must register and create an account with Panjaya (“Account”), which may be used by you or your Authorized Users. If you are an individual, unless otherwise agreed by us in writing, the sole Authorized User is you. Authorized Users must be at least 18 years old or the minimum age required in your jurisdiction to use or consent to use the Platform. You are responsible for ensuring that each Authorized User shall provide the Company with accurate, complete, and updated registration information, and shall: (a) be responsible for all acts or omissions of Authorized Users, their use of the Platform, Website and Output and their compliance with these Terms; (b) not allow anyone other than Authorized Users to access and use the Account; (c) not register an Account via automated means; (d) keep, and ensure that Authorized Users keep all Account credentials and access measures secure; (e) ensure that the login details for each Authorized User are only used by that Authorized User, and that multiple individuals do not share the same login details; and (f) promptly notify the Company in writing if you become aware of any unauthorized access or use of your Account.
2. SSO Registration. You may register an Account with Panjaya by logging into your account with certain third-party service accounts (“SSO”) including Google (each such account, an “SSO Account”), by either: (i) providing your SSO Account login information to the Company through the Platform; or (ii) allowing the Company to access the SSO Account, as permitted under the applicable SSO terms and conditions that govern your SSO Account. By registering an Account through an SSO, you represents that you are entitled to disclose your SSO Account login information to the Company and grant the Company access to the SSO Account, without breaching the SSO terms and without obliging the Company to pay any fees to the SSO provider or subject it to any SSO provider usage limits.
Professional Services
In addition to the Platform use and access provided under the Subscription, and if mutually agreed by both Panjaya and Customer, Panjaya may provide Customer with additional professional and consultancy services ("Professional Services"). The scope, terms and pricing of such Professional Services will be set out in separate statements of work, in a form to be agreed by both parties ("SOW"). To the extent the Parties have entered into a SOW, then each Deliverable (as defined in the SOW) is subject to acceptance, and a Deliverable will be deemed accepted upon the earliest of: (a) Customer’s written notice of acceptance, or (b) the expiration of five (5) business days after Company’s delivery if Customer has not delivered a written rejection that, within such period, specifies with reasonable detail each material nonconformity to the objective specifications and acceptance criteria expressly set forth in the applicable statement of work; upon any proper, timely rejection, Company will, at no additional charge, use commercially reasonable efforts to correct the identified nonconformities and redeliver within ten (10) business days, after which this acceptance procedure will repeat for up to three (3) additional cycles; the acceptance procedure described in this paragraph, together with Customer’s right (if applicable) to terminate for uncured material breach, is Customer’s sole and exclusive remedy and Company’s entire liability for nonconforming Deliverables.
Trial & Pre-Release.
1. Trial Services and Pre-Release Services. The Company may offer, from time to time, certain of its services on free trial versions (each a "Trial Service"). The Company reserves the right to modify, cancel and/or limit a Trial Service at any time without notice or liability. In addition, the Company may offer, from time to time, certain services in an alpha or beta versions (each a "Pre-Release Service") and will use its best endeavors to identify any Pre-Release Service as such. The Pre-Release Service may be incomplete, contain bugs, suffer disruptions and not operate as intended and designated more than usual.
2. Terms of Trial Service and Pre-release Services. Each Trial Service and Pre-Release Service are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary (i) Each Trial Service and Pre-Release Service are made available hereunder on an “As-Is” and “As Available” basis, with no warranties, express or implied, of any kind; and (ii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF PANJAYA IN CONNECTION WITH ANY AND ALL TRIAL SERVICES AND PRE-RELEASE SERVICES EXCEED US$ 100. The Company makes no promises that any Trial Service and/or Pre-Release Service will be made available to Customer or generally available.
Subscription; Payments
1. Fees Provisions and Definitions. In consideration of the Subscription, Customer's rights and Company's obligations hereunder, Customer shall pay the Company the applicable fees set forth in your subscription plan or Order Form(s), per the pricing terms set forth therein (the “Fees”). Unless expressly indicated otherwise, Fees are stated in US$, and are exclusive of all applicable VAT/GST, taxes and charges, to be paid without deductions and free and clear of such amounts. Customer hereby authorizes the Company, either directly or through the Company's payment processing services or applicable online marketplace, channel partner or reseller, to charge the Fees via Customer’s selected payment method, upon the due date. Delinquent payments may bear compounding interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month, or (ii) the highest rate permitted by law. In addition, Customer will be responsible for all reasonable expenses (including reasonable attorneys’ fees) incurred by the Company in collecting any due and unpaid Fees. Unless expressly set forth herein or in an Order Form, or otherwise restricted by mandatory local law, the Fees are non-cancelable and non-refundable. In these Terms:
  1. “Credits” mean prepaid units of usage that may be applied by Customer toward supported dubbing Output operations on the Platform.
  2. “Lip Sync Dub” means a dubbing operation that aligns dubbed audio to original timing without video modification.
  3. “Lip Correction Dub” mean means dubbing operation that applies lip correction technology and consumes Credits at a higher rate than Lip Sync Dub.
2. Credit Provisions
  1. If part of your specific subscription plan or Order Form and subject to their specific terms, you will receive upon your initial Subscription, and may at any purchase additional Credits. Through the Platform, we will provide you with the option to set a threshold per your choice, and once your Credits drop below the threshold amount you elect, we will charge your selected payment method for the amount of additional Credits you choose in advance. By opting-in to such auto-charge via the Platform, you hereby permit us (including our payment processors and resellers) to charge your payment method for such additional Credits.
  2. You agree that Panjaya's records shall be a conclusive source of truth for your usage of any Credits. Credit consumption is calculated based on the duration of the generated Output and is measured in 30-second increments, rounded up to the next 30-second increment.
  3. Any Credits shall only be valid for a period of 6 months following purchase and automatically expire if not used by such time, unless another expiry date is set out in your usage package or Order Form, as applicable. Any unused Credits are non-refundable (subject to any express provisions to the contrary these Terms, the Order Form or under mandatory local laws), do not rollover and shall terminate the Subscription's termination or expiration.
  4. To the extent your subscription plan or Order Form only includes payment by Credits, without any commitment to a Subscription Term, then the provisions of Sections 13.1-13.2 will not apply, and in lieu thereof, the Subscription shall commence on the date you accept these Terms via one of the methods set out in the preamble, and expire on the date which is 30 days after the date you no longer have any Credits.
3. Audits. Company reserves the right to inspect and verify Customer and its Authorized Users' usage of the Platform ("Verification(s)"). Verifications will be performed remotely, or, if Customer is a legal entity or business organization, and solely to the extent necessary for their performance, on Customer's premises during its standard business hours subject to prior written notice by Company. Following each Verification, if Customer's actual usage exceeds the maximum number of Credits, and such excess was not already invoiced under an existing invoice, Company may invoice Customer for the unbilled portion of such excess.
Intellectual Property and AI.
1. IP Definition. For purposes of these Terms, “Intellectual Property Rights” mean any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to technology and other intellectual property, and includes without limitation patents, copyright and similar authorship rights, personal rights (such as moral rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.
2. Panjaya IP. As between Customer and Panjaya, Panjaya is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in and to: (a) the Service and Platform; (b) any technical and non-technical documentation provided by Panjaya to Customer in connection therewith; (c) Panjaya's confidential information; (d) any Feedback (as defined below); (e) any anonymized or aggregated data, metadata, aggregated, statistics and/or analytics information, which is derived from Customer or Authorized Users' use of the Service (i.e., the results, or discoveries, etc.) (“Analytics Information”); and (f) any improvements, derivative works, and/or modifications of/to any of the foregoing, regardless of inventorship or authorship.
3. Customer Content. As between the Parties, Customer is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in all data, text, graphics, sounds, videos and interactive features submitted, uploaded or transmitted through the Platform by Customer (“Customer Content”).
4. License to Customer Content. For the Subscription, Customer hereby grants to Panjaya and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable right and license to copy, create derivative works of, modify, adapt, and otherwise use the Customer Content solely to (i) provide Customer and the Authorized Users with the Service; and (ii) support and improve the Service and Platform.
5. Feedback. If Customer chooses to provide Panjaya with any feedback (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, “Feedback”), all Intellectual Property Rights in such Feedback (if any) shall belong exclusively to Panjaya. Customer hereby irrevocably, fully and unconditionally transfers and assigns to Panjaya all Intellectual Property Rights and remaining rights Customer has in such Feedback. It is further understood that use of Feedback, if any, may be made by Panjaya at its sole discretion, and that Panjaya in no way shall be obliged to make use of any kind of the Feedback or part thereof. All Feedback is provided by Customer "as is" without warranty of any kind.
6. Analytics Information. During the Subscription, Panjaya may monitor usage of the Service and Platform by Customer and its Authorized Users and collect Analytics Information in connection therewith. Panjaya shall own all rights in the Analytics Information and may freely use and commercialize it, provided that the Analytics Information will be anonymized and not identify Customer, the Authorized Users or any individual.
7. Open Source. Certain components and repositories of the Platform may be subject to open source licenses. In the event there is conflict between these Terms and the open source licenses governing such components and repositories, the open source license terms will prevail solely with respect to such components and repositories.
8. Copyright Policy. Panjaya will respond to clear notices of alleged copyright infringement which are sent to copyright@panjaya.ai, in accordance with Panjaya's Copyright Policy as amended from time to time, available at https://www.panjaya.ai/copyright-policy. Panjaya may, at its sole discretion, terminate Platform access for users who infringe or may infringe copyrights. Panjaya shall not be liable for any work that has been copied by a Platform user (including your Authorized Users) in a way that constitutes copyright infringement.
9. AI Input & Output. Panjaya shall not seek to claim any Intellectual Property Rights in the output generated and returned by the Service based on your or your Authorized Users’ Input, including voice, dubbing and translated text (collectively “Output”, whereas “Input” means text, voice and video input ingested into the Service by you or your Authorized Users to generate Output). Panjaya relinquishes to you all rights, title and interests it might have in such Output, without making any representation or warranty as to the nature of such rights. You acknowledge and agree that due to the nature of machine learning and generative artificial intelligence, and the underlying AI models used via the Service to generate Output, Output may not be unique and other users of the Platform providing the same or similar prompts or input may receive the same or similar output.
10. Attribution. If your subscription tier includes a watermark, to the extent you publish any Output, then any published Output will include the attribution “Adapted by Panjaya” (to the extent practicable, with a hyperlink to our Website) subject to size and space limitations.
Privacy
1. Privacy Policy. To the extent that the performance of the Service involves collection or other processing of personal data, personally identifiable information or personal information, as such terms are defined under applicable laws (together “Personal Data”), then such collection and processing shall be governed by the terms of the Privacy Policy, as updated from time to time. To the extent that Customer or anyone on its behalf provides Panjaya with Personal Data in relation to the Service, including the Personal Data relating to any Authorized User, the Customer represents, warrants, and undertakes that it has provided all appropriate notices, obtained all required consents and has ongoing legal basis to allow Panjaya to process such Personal Data in accordance with Panjaya’s Privacy Policy.
2. Sensitive Data. Customer shall not share with Panjaya any Sensitive Data nor shall permit the Authorized Users to do so (including as Input), without Panjaya’s prior written consent and the appropriate agreements in place. Customer acknowledges and understands that, to the extent it shares or permits another to share Sensitive Data with Panjaya other as permitted above, then such sharing is done at its sole risk and peril.
  For the purpose of these Terms “Sensitive Data" means any (i) categories of Personal Data enumerated in Article 9(1) of the European Union's General Data Protection Regulation (Regulation 2016/679, the GDPR) or any successor law, provided that Sensitive Data shall not include general and public knowledge of an athlete related to the data categories included therein; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards; (iii) Nonpublic Personal Information (NPI) (as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations) or Personal Health Information (PHI) data (as defined by the Health Insurance Portability and Accountability Act and its implementing rules and regulations) other than information that was made publicly available; (iv) any Personal Data of children under the age of 13 or the applicable age of digital consent in Customer’s jurisdiction or (v) any Personal Data similar to the foregoing that is protected under foreign or domestic laws.
Third Party Services
Certain features and functionalities of the Platform are integrated with and may rely on necessary third-party technology, infrastructure and components (“Third Party Services”, including but not limited to third-party AI models used to generate Output). Customer acknowledges and agrees that the Third Party Services are beyond Panjaya’s control, are subject to their own licenses, policies (including privacy policies) and legal terms which may apply to their use via the Service and that Panjaya does not endorse any Third Party Services. Other than as expressly set out in these Terms, Panjaya shall not be in any way responsible or liable with respect to any Third Party Services, their update, inclusion or removal from the Platform and any changes to such Third Party Services’ legal terms and policies, as may be made by the Third Party Services providers from time to time. Panjaya’s integration or interaction with any Third Party Service does not in any way imply, suggest, or constitute any sponsorship or approval by Panjaya, or by such Third Party Service provider of Panjaya, nor any affiliation between them. Panjaya may add, replace, enable or disable integrations with and update Third Party Services at its sole discretion and without notice. Customer expressly acknowledges that the accuracy, appropriateness, latency and reliability of Output may be influenced by Third Party Service AI models, which are outside Panjaya’s control.
In addition, our Website may contain links to websites or pages that are not maintained by the Company. Links to third party websites are provided for your convenience and information only. Such third party web sites are not under the Company’s control and the Company is not responsible for the content or accuracy of those sites or the products or services offered on or through those sites. The inclusion of a link through the Website does not imply the Company’s endorsement of the third party website or that the Company is affiliated with the third party website’s owners or operators.
Warranties and Disclaimer
1. Customer's Warranties. Customer hereby represents, warrants and covenants that: (i) it owns or has all the necessary licenses, rights, consents, approvals, permissions, power and authority, necessary to grant the Company the right and license under Section ‎7.4 and provide the Customer Content and Input to the Platform and Services, without infringing or violating any intellectual property, privacy, contractual, publicity or any proprietary or other third party rights; and (ii) Customer sharing the Customer Content with the Company does not and will not violate these Terms, the AUP and any applicable laws, including those related to data privacy or Export Control Laws.
2. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICE, PLATFORM AND OUTPUT ARE PROVIDED AND MADE AVAILABLE TO CUSTOMER BY PANJAYA ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM ANY COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY PANJAYA AND ITS LICENSORS. CUSTOMER AGREES THAT PANJAYA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTION, TRAFFIC CONGESTION OR OVERLOAD OF THE PLATFORM OR OTHER SERVERS. PANJAYA FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIRD PARTY SERVICES.
IN ADDITION, NEITHER PANJAYA NOR ITS LICENSORS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICE OR OUTPUT, THAT CUSTOMER OR AUTHORIZED USERS’ USE OF, OR RELIANCE UPON, THE PLATFORM WILL MEET CUSTOMER’S OR AUTHORIZED USERS’ REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. ANY RELIANCE ON, OR USE OF OUTPUT GENERATED IS AT THE RESPECTIVE AUTHORIZED USER’S SOLE RISK AND RESPONSIBILITY.
Limitation of Liability
1. General Cap. EXCEPT FOR A PARTY’S FRAUD, WILLFUL MISCONDUCT, A PARTY’S VIOLATION OR MISAPPROPRIATION OF THE OTHER’S INTELLECTUAL PROPERTY RIGHTS, CUSTOMER’S FEES PAYMENT OBLIGATION OR INDEMNIFICATION:
THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY. ANY LIMITATION OF LIABILITY UNDER THIS SECTION 11 IS CUMULATIVE AND NOT PER INCIDENT.
Indemnification
Without derogating from Company’s rights under these Terms and under applicable law, Customer hereby agrees to defend and indemnify Company, its affiliates and their respective directors, officers, employees, agents, resellers and vendors against any and all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit or proceeding by a third party (i) arising out of or alleging that the Customer Content, the Input or Output infringes any intellectual property rights of a third party; (ii) arising out of or relating to your use of the Service; (iii) arising out of relating to your violations of these Terms or applicable laws, including Export Controls; or (iv) arising from Customer's or its Authorized Users' violation of Third Party Service terms.
Term & Termination
1. Subscription Term. Your Subscription pursuant to these Terms commences on the date you first accept them in accordance with one of the methods set out in the preamble and will remain effective: (1) with respect to the Website, if you are only use the Website but not the Platform or Service, until you cease use of the Website; and (2) with respect to the Platform and Service, for the initial subscription period set out in your subscription plan or Order Form (as applicable) ("Initial Term") and any renewal terms ("Renewal Terms") set out therein (the Initial Term together with all Renewal Terms, the “Subscription Term”), until otherwise terminated in accordance with these Terms.
2. Auto Renewal. Subject to any express provisions to the contrary in an Order Form (which will supersede this Section 13.2), the Initial Term and any subsequent Renewal Terms shall automatically renew without prior notice of the renewal (other than if such notice is required under mandatory local law) for subsequent Renewal Terms, unless either party delivers a cancellation notice in accordance with Section 13.3 or otherwise subject to early termination in accordance with this Section 13.
3. Cancellation. You or Panjaya may terminate your Subscription Term (and subsequent auto-renewal thereof) through your Account settings or by sending a cancellation notice via email to support@panjaya.ai (if cancelled by you) or the email address applicable to your Account (if cancelled by Panjaya). Such cancellation notice shall enter into effect at the end of your current billing period, provided that you or Panjaya (as applicable) delivered the cancellation notice at least 30 days prior to the end of your current billing period.
4. Termination by Panjaya. We reserve the right to immediately terminate these Terms, or otherwise modify, suspend or discontinue your access to and use of the Service (or any part thereof), for any reason whatsoever, at any time, and without notice or obligation to you, and you agree that Panjaya shall have no liability to you or any third party for any such termination, modification, suspension, or discontinuance. For clarity, in case we terminate your usage or the Subscription prior to the Subscription Term's expiry and other than in connection with your uncured breach of these Terms, AUP, Third Party Service terms or non-payment of due Fees, Panjaya will refund you any prepaid Fees for the unused portion of your Subscription.
5. Suspension. Without detracting from any of its other rights, Panjaya may suspend Customer’s or an Authorized User's use of and access to the Platform (or any part thereof) immediately, without prior notice or liability, in each of the following events: (i) the Company believes, in its sole discretion, that Customer or any third party is using the Platform in a manner that may impose a security risk or may cause harm to the Company or any third party, including Panjaya’s other customers and users; (ii) the Company believes, in its sole discretion, that Customer or any third party is using the Platform in breach of Section 2.4 or the AUP; or (iii) if the Company is unable to charge the Fees through Customer’s approved payment means or if any payment is or is likely to become overdue. Panjaya will restore your access to the Account and Platform once it has determined, in its sole discretion, that the circumstances detailed in clauses (i-iii) no longer exist.
6. Consequences of Termination; Survival. From the date of termination of the Subscription, you and your Authorized Users will no longer be able to access the Account, and we will delete the Account and any Customer Content stored on the Platform, and any unpaid Fees will immediately become due. Notwithstanding, you will continue to have the right to access and use the Service for as long as you have Credits which were already paid-for (other than in the event of our termination due to your breach, or if you request immediate revocation of access). Sections 2.4, 7, 10.2, 11-12, 13.6, and 14-15 shall survive any termination of the Subscription. Termination shall not affect any rights and obligations accrued as of the effective date of termination.
Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
1. Opt-Out. You may opt-out and not be bound by the arbitration provisions set forth in this Section by sending written notice of your decision to opt-out to support@panjaya.ai within 30 days of your registration of the Account or agreeing to these Terms, or any update to this Section 14; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of an update, the last set of agreed upon arbitration terms will apply. Furthermore, in case you opt-out, the Company also will not be bound by these arbitration provisions.
2. Informal Dispute Resolution. You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith effort to resolve the dispute before resorting to more formal means of resolution, including court action or arbitration claim, after first allowing the other party 30 days in which to respond. Both you and the Company agree that this informal dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party. The statute of limitations and any filing fee deadlines shall be tolled for 30 days from the date that either Panjaya or Customer first sends the applicable notice so that the parties can engage in this informal dispute-resolution process.
3. Arbitration and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim relating in any way to the Company’s services and/or products, including the Website and Services will be resolved by final and binding arbitration, using the English language, administered by Judicial Arbitration and Mediation Services (JAMS) under its either (1) if you are a consumer under applicable law, the JAMS Streamlined Arbitration Rules; or (2) if you are business or a legal entity, the JAMS Comprehensive Arbitration Rules and Procedures (either (1) or (2), the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by one (1) arbitrator in accordance with the JAMS Rules, and shall take place in the state of California. Judgment on the arbitration award may be entered in any court that has jurisdiction. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration. In addition, the activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.
4. Arbitration Exceptions. This Section does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Service or Website, or intellectual property infringement or misappropriation.
5. Arbitration Costs. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding. If you are a consumer, Panjaya will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous or brought for an improper purpose, in which case Panjaya will seek fees and costs per the JAMS Rules and you will reimburse Panjaya for any monies previously paid by it.
6. Class Action Waiver. You and Panjaya agree that disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited, and only individual relief is available.
7. Arbitration Severability. If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire arbitration section will be unenforceable in its entirety.
Miscellaneous
1. Interpretation. The headings used in these Terms are for convenience only and shall in no case be considered in construction. Any Order Form entered into between the parties simultaneously with these Terms shall be deemed to incorporate these Terms. If there is any conflict or inconsistency between these Terms and an Order Form, these Terms shall prevail unless the Order Form explicitly states otherwise.
2. Amendments; Fees Changes.
  1. Panjaya may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Website or shared with Customer by an in-Platform or email notification. Customer is responsible for checking the Website and Platform regularly for such changes. By continuing to access or use the Platform, Customer agrees to be bound by the revised Terms
  2. Panjaya has the right to change the Fees for the Service at any time, provided that the modified Fees will become effective at the end of your then-current billing period. Panjaya will provide you with a prior notice of any change in Fees. Your continued use of the Service after the Fees change comes into effect constitutes your agreement to pay the modified Fees.
3. Publicity. During the Subscription Term, Panjaya may use your name and logo in publication of Panjaya's customers. In addition, Panjaya may, subject to your prior approval of the content, issue success stories, publicity or general marketing communications concerning its involvement with the you. THIS PROVISION SHALL ONLY APPLY TO THE EXTENT CUSTOMER IS A LEGAL ENTITY OR OTHER BUSINESS ORGANIZATION.
4. Jurisdiction. These Terms shall be governed by the laws of the State of California, without regard to conflict of laws’ provisions that would result in the application of the laws of any other jurisdiction. Subject to Section 14, the Parties hereto submit to the exclusive personal jurisdiction and venue of the competent courts located in Santa Clara County, California.
5. Independent Contractors. Customer and Panjaya are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Customer and Panjaya.
6. Assignment. Customer shall not assign or in any other way transfer its Subscription (or any of its obligations or rights under these Terms) without Panjaya's prior written consent. Panjaya may freely assign these Terms or its rights or obligations hereunder. Any prohibited assignment shall be null and void. Subject to the foregoing, these Terms shall inure to the benefits of the parties' assignees and successors-in-interest.
7. Export Controls. The Platform and Service may be subject to U.S. or foreign export controls, laws and regulations (the "Export Control Laws"), and Customer agrees and confirms that: (i) Customer is not located in or uses, exports, re-exports or imports the Platform (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Control Laws; and (ii) Customer is solely responsible for complying with applicable Export Control Laws which may impose additional restrictions, prohibitions or requirements on the use of the Platform.
8. Force Majeure. For purposes of these Terms, an event of “Force Majeure” means a cause or event beyond Panjaya's reasonable control, which includes but is not limited to: (a) fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment; (c) invasion, war (declared or undeclared), terrorism, riot, or civil commotion; (d) an act of governmental or quasi-governmental authorities (including without limitation lockdowns); (e) failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities; and/or (f) any matter beyond the reasonable control and foreseeability of Panjaya. In such Force Majeure event, Panjaya shall be excused from such performance to the extent that, and for so long as, performance is prevented, interrupted, or delayed by the Force Majeure. If and when performance is resumed, all dates specified under these Terms or otherwise in connection with the Service, shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such Force Majeure.
9. Equitable Relief. Each Party agrees that in the event of a breach or threatened breach of Sections 2.4 or 7, Panjaya may seek any injunctive or equitable relief against Customer in addition to any other remedies to which Panjaya may be entitled. Therefore, notwithstanding anything to the contrary herein (including the arbitration and informal dispute resolution provisions of Section 14), Panjaya may seek injunctive or equitable relief from any court of competent jurisdiction anywhere in the world without the need to prove actual damages or post bond or security for such relief.
10. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of these Terms shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
11. Waiver. No failure or delay on the part of any party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (and in Panjaya's case, duly signed by an authorized representative of Panjaya), and shall be valid only in the specific instance in which given.
12. Entire Agreement. These Terms, together with the Order Form(s) represents the entire agreement between Panjaya and Customer with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between Customer and Panjaya with respect to such subject matter. Customer acknowledges and agrees that in entering into these Terms, Customer has not relied on any statement or representation (whether negligently or innocently made) not expressly set out in these Terms; for example, statements and explanations in any FAQs or other marketing material on Panjaya’s website are not binding or a part of these Terms.
13. Notices. All notices in connection with these Terms and any Order Form shall be made by personal delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery, certified or by registered mail, return receipt requested, or by electronic mail, and shall be deemed effective (i) if mailed, five (5) business days after mailing; (ii) if made by personal delivery or sent by messenger or express courier service, upon delivery; and (iii) if sent via electronic mail, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt.
14. Third Party Rights. Except as set out in this Section, there are no third-party beneficiaries to the Agreement, and the Authorized Users are not third-party beneficiaries to Customer's rights under these Terms. Notwithstanding, Customer acknowledges that Third Party Services which provide AI models are critical to the provision of the Service, and that each provider of said AI model Third Party Services is an express and intended third-party beneficiary of these Terms, solely with respect to those Sections concerning the use, protection, and security of their respective services and Intellectual Property Rights.