Terms of Use | Panjaya

PANJAYA Terms of Use

Last updated: August 8, 2024

Welcome to Panjaya.

Please read the following Terms of Use (this “Agreement” or these “Terms”) carefully before using our website (together with its subdomains, Content, Marks and services, each as defined below, the “Website”) and/or our proprietary AI-powered automatic translation and dubbing platform which generates translated audio or video content (the “Platform”) (together, “Service”).

THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“YOU” OR “CUSTOMER”) AND PANJAYA INC. AND/OR ITS APPLICABLE CORPORATE AFFILIATES (TOGETHER, “US”, “COMPANY” OR “PANJAYA”) (EACH, AS A “PARTY” AND COLLECTIVELY, AS THE “PARTIES”). BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON OR BY INSTALLING, ACCESSING AND/OR USING THE PLATFORM OR ITS RELATED SERVICES PROVIDED THEREUNDER, OR BY ENTERING INTO AN ORDER FORM WITH THE COMPANY INCORPORATING THIS AGREEMENT (“ORDER FORM”), YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS OF THE DATE OF ITS ACCEPTANCE BY YOU (THE “EFFECTIVE DATE”).

UNLESS WE SIGN A SEPARATE AGREEMENT WITH YOU TO REGULATE YOUR USE OF THE SERVICE, THIS AGREEMENT SHALL GOVERN YOUR USE OF THE SERVICE. THIS AGREEMENT SHALL FURTHER REGUALTE YOUR USE OF THE WEBSITE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THESE TERMS AND ANY OTHER AGREEMENT BETWEEN THE PARTIES, THESE TERMS SHALL PREVAIL WITH RESPECT OF YOUR USE OF THE WEBSITE. BY AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU ALSO REPRESENT THAT YOU: (I) HAVE THE AUTHORITY TO ACT ON BEHALF OF AND BIND YOUR COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS; (II) ARE BINDING YOUR COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS “CUSTOMER” AND “YOU” IN THIS PARAGRAPH REFER TO SUCH ENTITY; AND (III) WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.

IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT OR DO NOT HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY DO NOT ACCEPT THIS AGREEMENT AND DO NOT ACCESS AND/OR USE THE PLATFORM OR ITS RELATED SERVICES.

Modification and Amendment. We reserve the right, at our discretion, to modify this Agreement at any time. Such modification will be effective following posting of the revised Agreement on the Platform, and your continued use of the Service thereafter means that you accept those modifications.
Ability to Accept. The Service is only intended for individuals aged eighteen (18) years or older. If you are under 18 years please do not visit or use the Service. We reserve the right to delete any data or Account that we suspect is related to a person that is under the age of 18.
Other Services. Panjaya offers offers translation and dubbing services using AI technology generating translated audio or video content, on a software as service basis. In addition, Panjaya may offer additional services and/or products, such as professional and consultancy services, which are subject to other agreements or statements of work entered between us (each, an “Other Agreement”). To the extent of any conflict or inconsistency between a provision in these Terms and a provision in the Other Agreement, the Other Agreement shall prevail, unless the Other Agreement specifically states otherwise.
Subscription to the Service. Subject to the terms and conditions of this Agreement (including without limitation your payment of all applicable fees) and to your compliance with Panjaya's Acceptable Use Policy (the “AUP”) available on https://www.panjaya.ai/acceptable-use-policy, as amended by Panjaya from time to time, during the respective subscription period Panjaya grants you a limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable right to remotely access (i.e. on a SaaS basis) the Service solely for your internal business purposes (collectively: the “Subscription”). You are solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Service, for ensuring their compatibility with the Service. The Service will be hosted by a third party hosting services provider selected by Panjaya from time to time (each, a “Hosting Provider”), and accordingly the availability of the Service shall be in accordance with the Hosting Provider’s then-current uptime commitments.
Notwithstanding the foregoing, Panjaya may permit Subscription for Customer's commercial uses, at its sole discretion on a case-by-case basis, with such permission to be only provided in explicit writing.
Trial period/Free subscription. Panjaya may, at its sole discretion, offer a free trial subscription to use the Service for evaluation purposes during the applicable trial period specified in your respective ordering document and/or within the Website (“Trial/Free Period”) prior to charging the fees. Such usage and access shall be subject to certain usage limitations to be determined by Panjaya and/or published on the Website. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DURING THE TRIAL/FREE PERIOD THE SERVICE PANJAYA AND ITS AFFILIATES WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS OR LIABILITIES, WITH RESPECT TO TRIAL/FREE PERIOD. FOR GREATER CLARITY, DURING THE TRIAL/FREE PERIOD PANJAYA SHALL NOT BE LIABLE FOR HEREUNDER FOR ANY DIRECT DAMAGES ABOVE A TOTAL AGGREGATE AMOUNT OF $100 OR FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSSES WHATSOEVER; NOR FOR DAMAGES OR LOSSES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, OR DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. In the event of any inconsistencies between the terms of this Section‎ 5 and other provisions of these Terms, the terms specified in this Section ‎5 shall prevail with respect to the Trial/Free Period. Panjaya has the right to terminate a Trial/Free Period at any time and for any reason.
Website Access. For such time as this Agreement is in effect, we hereby grant you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable right to access and use the Website for your internal use,provided that you comply with this Agreement and the AUP. Except for the foregoing right and the Subscription, and except for your rights in the Output, we do not grant you any right or licenses to any of our or a third party's Intellectual Property Rights.
Use Restrictions; AUP Compliance.As a condition to your right to access and use the Service, you shall not (and shall not permit or encourage any third party to) do any of the following, nor shall you use (or permit or encourage any third party to use) the Service or Output to: (a) copy or reproduce the Service; (b) sell, assign, lease, lend, rent, distribute, 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, without Panjaya's prior written consent; (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 authorized manner; (f) make a derivative work of the Platform (it is hereby clarified that Output is not considered a derivative work), or use the Website to develop any service or product that is the same as (or substantially similar to or competitive with) the Platform; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item that may damage or disrupt the Platform; (h) take any action that imposes or may impose (at our sole discretion) an unreasonable or disproportionately large load on the Platform infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Platform; (i) use any part of the Service or Output 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, or for as part of a dataset that may be used for training, fine-tuning, developing, testing or improving any machine learning or artificial intelligence technology; (j) represent that Output was human-generated when it is not; and/or (k) infringe, misappropriate or violate any third party's Intellectual Property Rights (as defined below) or any rights, or any law, or otherwise violate this Agreement or the Terms of Service of our third party service provider, Eleven Labs Inc (“ElevenLabs”), available here.
In addition, you agree to strictly adhere and comply with and not to use the Service or Output in violation of the AUP.
Account. In order to use some of the services of the Platform, you may have to create an account (“Account”). You agree not to create an Account for anyone else or use the account of another. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, whether authorized or not, and you must keep your Account password secure. You must notify Panjaya immediately of any breach of security or unauthorized use of your Account. If you wish to delete your Account you may send an email request to Panjaya at support@panjaya.ai. Access to the Account will be limited to you, or, if set out in your Subscription plan or Order Form, to the number of authorized users set out therein.
Payments to Panjaya; Auto-renewal. Your right to access and use the Service is subject to your payment of the Subscription fees. The exact pricing will be shown on our pricing page or set out in the Order Form, as applicable. Fees exclude VAT and other applicable taxes unless otherwise stated. Panjaya may, at its sole discretion and at any time, modify the fees 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 fee change comes into effect constitutes your agreement to pay the modified fees.
At the end of your billing period your Subscription shall automatically renew for additional billing period (as applicable to your Subscription), unless otherwise cancelled by you according to this Section 9. Without detracting from any of Panjaya's suspension or termination rights hereunder, either you or Panjaya may terminate your Subscription (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 notice shall enter into effect at the end of your current billing period provided that you delivered a cancelation notice at least 30 days prior to the end of your current billing period. Panjaya may also immediately terminate your access to the Service if you fail to pay the Subscription fees.
Your plan’s limits or commitments (minutes of generated audio and video) must be used during the applicable Subscription Term. Any unused minutes do not transfer over to the next Subscription Term billing period and terminate upon expiration or termination of this Agreement.
Linking. We permit you to link to the Website provided that: (i) you link to (but do not replicate) any page on this Website; (ii) the hyperlink text shall accurately describe the Content as it appears on the Website; (iii) you shall not misrepresent your relationship with Panjaya or present any false information about us, and shall not imply in any way that we are endorsing you or any services or products, unless we have given you our express prior consent to do so; (iv) you shall not link from a website which prohibites linking to third parties; (v) the website from which you link to the Website does not contain content that (a) contravenes the AUP, or (b) infringes any Intellectual Property Rights; and/or (vi) you, and your website, comply with this Agreement and applicable law.
Panjaya's Intellectual Property Rights.
1. Panjaya Content. The Service is licensed to you and not sold to you under these Terms. Panjaya (and/or its licensors and suppliers, as applicable) 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 Website and Service including any content and information on the Platform, such as the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, links, interactive features, and services(collectively, the “Content”), (b) Panjaya Content (as defined below); (c) Panjaya's confidential information; (d) any Feedback (as defined below); (e) any anonymized or aggregated information, data, reporting, suggestions, analyses, and/or intelligence, which is derived from the use of the Solution (i.e., the results, metadata, aggregated, statistics and/or analytics information or discoveries, etc.) (collectively, “Analytics Information”); and (f) any improvements, derivative works, and/or modifications of/to any of the foregoing, regardless of inventorship or authorship. For the purpose of this Agreement:
  “Panjaya Content” means any Content (excluding Customer Content) appearing on or in, or otherwise provided or made available via, the Platform.
  “Customer Content” means any Content, submitted or uploaded to, or transmitted through, the Website or Service, or otherwise provided or made available to Panjaya, by or on behalf of you, including Input and Output.
  “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 (such as the Content), 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. Feedback. If Panjaya receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, “Feedback”), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Panjaya and that such shall be considered Panjaya's confidential information. You hereby irrevocably, fully and unconditionally transfer and assign to Panjaya all Intellectual Property Rights and remaining rights you have in such Feedback, without any further step or payment being necessary, and waive any and all moral rights you may have in respect thereto, and the right to assert or take legal action in connection with such rights. 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.
3. Use of Content. Content on the Website is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of such Content you must retain all copyright and other proprietary notices contained therein. In any event you wish to use, publish, copy, distribute, transmit, broadcast, display or otherwise exploit such Content, please be in touch with us at support@panjaya.ai in order to receive our prior written consent.
Customer Content; Input & Output; Attribution.
1. Responsibility. The Service may permit the submission of Customer Content. You shall be solely responsible for your Customer Content and the consequences of uploading them.
2. Input & Output Ownership. As between the Parties, you are, and shall be, the sole and exclusive owner of all Customer Content, including any text, voice and video input to provide to the Service in order to generate Output (the “Input”), as well as output generated and returned by the Service based on the Input, including voice, dubbing and translated text (“Output”), and Panjaya hereby assigns to you whatever rights it might have in the Output. Based on your specific Subscription plan, we may enable you to download Output and use it outside the Service, subject always to your compliance with these Terms and AUP. You represent and warrant that you own or have the necessary rights and permissions to use, and authorize Panjaya to use all Intellectual Property Rights in and to your Customer Content, and to enable inclusion and use thereof as contemplated by the Service and this Agreement.
3. License to Customer Content. You hereby grant to Panjaya and its affiliates a worldwide, non-exclusive, royalty-free, paid-up, sublicensable irrevocable right and license to copy, process, create derivative works of, modify, adapt, and otherwise use your Customer Content (in any media, now known or hereafter developed): (A) during the subscription Period, for the purpose of providing the Service; and/or (B) on a perpetual basis, and provided the Customer Content is anonymized, for the purpose of improving the Service (such as developing new features and functionalities) and Panjaya's other products and services;
4. No Sensitive Data. You shall ensure that no Customer Content, including any Input submitted to the Service, includes or links to Sensitive Data (as defined below). You are solely responsible for the legality, accuracy and quality of Customer Content, such as for ensuring that Customer's collection, processing, storage and transmission of Customer Content, including as Input submitted to the Service, is compliant with all applicable laws, as well as any and all privacy policies, agreements or other obligations you may maintain or enter into with your customers. You represent and warrant that you have obtained and covenant to maintain all required consents and licenses, and will maintain all ongoing legal bases under relevant privacy laws (if applicable), necessary to provide, make available, and otherwise expose Customer Content to Panjaya, its affiliates, and the Hosting Provider (if applicable). For the purpose of this Section “Sensitive Data" means any (i) categories of data enumerated in Article 9(1) of the European Union's General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; (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); (iv) any personal information of children under 13 or the applicable age of digital consent in your jurisdiction or (v) any data similar to the foregoing that is protected under foreign or domestic laws.
5. Data Storage. The Service is not intended to, and will not, operate as a data storage or archiving product or service, and you agree not to rely on the Service for the storage of any Customer Content whatsoever. You are solely responsible and liable for the maintenance and backup of all Customer Content and any generated Output as a result thereof. You must create backups of its data, and Panjaya shall have no responsibility or liability in respect of any loss off or damage to any user Content.
6. Responsibility for Customer Content. You agree that you will not display, post, submit, publish, upload or transmit Input, Output or any other form of Customer Content that violates the AUP To the maximum extent permitted by law, Panjaya shall have no liability to you with respect to the Customer Content, including, without limitation, liability with respect to: (i) any information (including confidential information) contained in or apparent from any Customer Content; and/or (ii) any copyright infringement claim or another infringement claim by a third party in relation to or in connection with the user Content.
7. Output Disclaimer. In connection with the Output, you acknowledge that: (i) you are not required by law or otherwise to provide any specific Input and that any Customer Content is provided on a voluntary basis, and (ii) that Panjaya is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such Output. In addition, you acknowledge that the Output is subject to, depends on, and is a function of the Customer Content and Input provided. You acknowledge that any Output may not be unique.
8. Attribution. To the extent you publish any Output, it will include the attribution “Adapted by Panjaya” (to the extent practictable, with a hyperlink to the Website) subject to size and space limitations.
Third Party Services & Content. As part of the the use of the Service, we may provide you with various enabled features and functionalities which involve and require integrations with third parties, such as ElevenLabs and the Hosting Provider ( “Third Party Services”). The Third Party Services are beyond Panjaya's control, but their operation may impact, or be impacted by, the use and reliability of the Service. In addition, the Platform may present, or otherwise allow you to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by us (such Content, “Third Party Content”). The Platform may also enable you to communicate with the related third parties. The display or communication to you of such Third Party Content and Third Party Services does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us of such Third Party Content or Third Party Services, or by such third party of us, and nor any affiliation between us and such third party. We do not assume any responsibility or liability for Third Party Content or Third Party Service, or any third party's terms of use, privacy policies, actions, omissions, or practices (including but not limited to ElevenLabs). Please read the terms of use and privacy policy of any third party that you interact with in connection with the Service before you engage in any such activity.
Privacy. We will use any personal information that we may collect or obtain in connection with the Platform in accordance with our privacy policy which is available at https://www.panjaya.ai/privacy-policy. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.
Copyright Policy. It is our policy to respect the legitimate rights of copyright and other intellectual property owners, and we will respond to clear notices of alleged copyright infringement which are sent to support@panjaya.ai, in accordance with our Copyright Policy as amended from time to time, available https://www.panjaya.ai/copyright-policy . Please be advised that at our sole discretion, we may terminate the access to our Platform of users who ingringe or may infringe copyrights. Panjaya shall not be liable for any work that has been copied by a Platform user in a way that constitutes copyright infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at the email address provided above.
Warranty Disclaimers.
1. This section applies whether or not the Service is for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
2. THE SERVICE, THE OUTPUT AND THE PANJAYA CONTENT ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND 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 A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY US AND OUR LICENSORS AND SUPPLIERS. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR PLATFORM, OR OTHER SERVERS. WE EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING THE THIRD PARTY SERVICES AND THE THIRD PARTY CONTENT.
3. IN ADDITION, NEITHER PANJAYA NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICE, OUTPUT OR PANJAYA CONTENT; (B) THAT YOUR USE OF, OR RELIANCE UPON, THE PLATFORM WILL MEET YOUR REQUIRMENTS OR EXPECTATIONS; (C) THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS.
4. YOU SPECIFICALLY ACKNOWLEDGE THAT PANJAYA SHALL NOT BE RESPONSIBLE FOR THE CUSTOMER CONTENT OR CONDUCT (INCLUDING, WITHOUT LIMITATION, DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY PLATFORM USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHERMORE, YOUR RELIANCE ON, OR USE OF OUTPUT GENERATED IS AT YOUR SOLE RISK AND RESPONSIBILITY.
Limitation of Liability.
1. IN NO EVENT SHALL PANJAYA OR ANY OF OUR LICENSORS OR SUPPLIERS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS, ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL AND/OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
2. OUR TOTAL AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES OR COSTS UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICE, REGARDLESS OF THE CAUSE OF ACTION, IS LIMITED TO THE AMOUNT YOU PAID PANJAYA FOR THE SERVICE DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF PANJAYA HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT 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.
Indemnity. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Panjaya and its affiliates, and our respective officers, directors, licensors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Website and/or Service (ii) your violation of this Agreement, the AUP or Third Party Service terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; and (iv) a third party claim relating to or in connection with the Customer Content (including but not limited to a claim for copyright infringement or related to Intellectual Property Rights or proprietary rights). Without derogating from or excusing your obligations under this section, Panjaya reserves the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it, and you agree to cooperate with Panjaya's handling of the claims. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
Term and Termination.
1. This Agreement commences on the Effective Date and shall continue in full force and effect until the expiry of the period set out in your subscription plan or Order Form (the “Subscription Term”, subject to any auto-renewals), or until terminated in accordance herewith.
2. We reserve the right to immediately terminate this Agreement, 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. In case we terminate your Subscription not in connection of your breach of this Agreement, the AUP or Third Party Service terms, we shall refund you any amount pre paid for the unused portion of your Subscription. For clarity, in all other scenarios, all amounts paid shall be non-refundable.
3. You may terminate this Agreement at any time and for any reason in accordance with the cancellation provisions set out in Section 9. If you object to any term or condition of this Agreement or any subsequent changes thereto, or become dissatisfied with the Platform in any way, your sole remedy is to terminate this Agreement and to immediately discontinue use of the Service.
Consequences of Termination and Survival. Upon termination of this Agreement your right to access and use the Service will terminate and be deemed revoked, provided you will continue to have the right to access and use the Service for the remainder of any Subscription term already paid-for (other than in the event of our termination due to your breach, or if you request immediate revocation of access). Sections 7, 11-12, 16-18, 21, 27-31 and 33 shall survive any termination of this Agreement. Termination shall not affect any rights and obligations accrued as of the effective date of termination.
Independent Contractors. You and Panjaya are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Panjaya.You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Panjaya.
Assignment. Panjaya may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign (or in any other way transfer) this Agreement (or any of your obligations or rights hereunder) without Panjaya's express prior written consent. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement shall inure to the benefits of the Parties' assignees and successors-in-interest.
Export Controls. You acknowledge that the Service may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the Service as well as end-user, end-use and destination restrictions issued by national governments.
Force Majeure. For purposes of this Agreement, an event of “Force Majeure” is a cause or event beyond Panjaya's reasonable control, which includes but is not limtied 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, not the fault of either party; (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 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 this Agreement or otherwise in connection with the Service, inlcuding your Subscription plan, shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such Force Majeure.
Governing Law. This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of the State of California, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are hereby disclaimed.
Dispute Resolution and Arbitration.
Please read this Section carefully.
1. Mandatory, Bilateral Arbitration. YOU AND PANJAYA AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT (EACH, A "Dispute") SHALL BE RESOLVED ONLY BY FINAL AND BINDING BILATERAL ARBITRATION, except that each Party retains the right to bring an individual action in a small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a Party’s Intellectual Property Rights. This agreement to arbitrate is intended to be broadly interpreted.
  1. Informal Dispute Resolution. Prior to submitting a Dispute to arbitration, you and Panjaya agree to attempt to first resolve the Dispute informally via the following process:
    1. If you assert a Dispute against Panjaya you will first contact Panjaya by sending a written notice of your Dispute by email to support@panjaya.ai . If Panjaya asserts a Dispute against you, Panjaya will contact you by sending a written notice of the Dispute to you via email to the primary email address associated with your Account.
    2. If you and Panjaya cannot reach an agreement to resolve the Dispute within 30 days after receiving the applicable notice, then either Party may submit the Dispute to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Panjaya first sent the applicable notice so that the Parties can engage in this informal dispute-resolution process per this subsection.
  2. Arbitration Rules
    1. Notwithstanding your and Panjaya's agreement that California law governs this Agreement and its validity, interpretation and application pursuant to Section 25 herein, the Federal Arbitration Act, 9 U.S.C. § 1, et seq. ("FAA") applies to this agreement to arbitrate, and governs all questions of whether a Dispute is subject to arbitration, irrespective if California law contains principles or rules that would lead to application of other laws.
    2. Unless you and Panjaya expressly agree otherwise in writing in respect of a Dispute, the arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS"), pursuant to JAMS Streamlined Arbitration Rules and Procedures ("JAMS Streamlined Rules"), as modified by this Agreement (that is, the terms of this Section 26 govern if they conflict with any of the JAMS Streamlined Rules). The arbitrator must honor the terms and conditions of this Agreement (including without limitation all liability exclusions and limitations), and can award damages and relief, including any attorneys’ fees authorized by law. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND PANJAYA ARE HEREBY EACH IRREVOCABLY WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION (OR OTHER CLASS-WIDE PROCEEDING).
    3. Notwithstanding JAMS Streamlined Rule 8(b), you and Panjaya agree that any dispute as to the arbitrability of a Dispute brought by either you or Panjaya shall be resolved by a court of competent jurisdiction.
  3. No Class Arbitrations
    THIS ARBITRATION AGREEMENT DOES NOT ALLOW CLASS ARBITRATIONS EVEN IF THE JAMS STREAMLINED RULES (OR OTHER PROCEDURES OR RULES) WOULD. RATHER, YOU AND PANJAYA ARE ONLY ENTITLED TO PURSUE ARBITRATION ON AN INDIVIDUAL BASIS. FURTHER, AND UNLESS YOU AND PANJAYA EXPRESSLY AGREE OTHERWISE IN WRITING IN RESPECT OF A DISPUTE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL PARTY’S DISPUTE WITH ANY OTHER PARTY’S DISPUTE(S), AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR COLLECTIVE PROCEEDING.
  4. The Arbitrator's Decision
    1. The arbitrator will render an award in accordance with JAMS Streamlined Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. In the event any litigation should arise between you and Panjaya in any court of competent jurisdiction in a proceeding to vacate or enforce an arbitration award, YOU AND PANJAYA HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the proceeding be resolved by a judge. The arbitrator may award declaratory or injunctive relief only in favor of the plaintiff/claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Panjaya will not seek attorneys’ fees and expenses if Panjaya prevails in arbitration, unless you assert a frivolous claim.
    2. The arbitrator’s decision and award is final and binding, with some exceptions under the FAA (if applicable).
  5. Location and Fees
    1. Unless you and Panjaya expressly agree otherwise in writing, the arbitration will take place in-person in San Francisco, California, USA;.
    2. If you initiate an arbitration for a Dispute, you will be required to pay $250 (or their equivalent in foreign currency) of the fee required to initiate the arbitration and Panjaya will pay any remaining JAMS Case Management Fees (or their equivalent under IICA Rules) and all professional fees for the arbitrator’s services; you will remain responsible for your respective costs relating to counsel, experts, witnesses, and travel to the arbitration.
    3. If Panjaya initiates an arbitration for a Dispute, Panjaya will pay all administrative fees and costs related to the arbitration, including all professional fees for the arbitrator’s services; you will remain responsible for your costs relating to counsel, experts, witnesses, and travel to the arbitration.
    4. Notwithstanding the foregoing, if the arbitrator finds that you are unable to pay a portion of the arbitration fees due to your economic hardship, Panjaya will cover the remainder of the arbitration fees and costs.
  6. Small Claims Court
    Notwithstanding the foregoing, either party may bring an individual action in a small claims court for Disputes within the scope of such court’s jurisdiction. This agreement to arbitrate does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against Panjaya on your behalf.
  7. Opting Out of this Mandatory Arbitration. You can decline this agreement to arbitrate by contacting at support@panjaya.ai within thirty (30) days of the Effective Date and stating that you (include your first and last name, as well as your mailing address) decline this arbitration agreement. Furthermore, and notwithstanding the provisions regarding modification of the Agreement, if Panjaya changes this Dispute Resolution Section after the Effective Date (or the date you accepted any subsequent changes to this Agreement), you may reject any such change by providing Panjaya written notice of such rejection to at support@panjaya.ai within thirty (30) days of the date such change became effective, as per the terms of this Agreement. In order to be effective, the notice must include your full name and clearly indicate your intent to reject the change(s) to this Dispute Resolution Section. By rejecting such change(s), you are agreeing that you will arbitrate any Dispute between you and Panjaya in accordance with the provisions of this Dispute Resolution Section as of the Effective Date (or the date you accepted any subsequent changes to this Agreement), unless you declined this arbitration agreement in the manner described above.
  8. Confidentiality of Disputes. All aspects of the arbitration proceeding, including but not limited to the decision and award of the arbitrator and compliance therewith, shall be strictly confidential. The Parties agree to maintain its confidentiality, unless (and in such cases, only the extent) otherwise required by applicable law. This paragraph shall not prevent a party from submitting to a court of competent jurisdiction any information necessary to enforce an arbitration award, or to seek equitable relief.
Jurisdiction. In the event of Disputes excluded from the arbitration agreement set out in Section 26, then such Disputes will be subject to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, CA, USA.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable (including any part of the arbitration agreement under Section 26), then: (a) the remaining provisions of this Agreement 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.
Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
Waiver. No failure or delay on the part of any Party in exercising any right or remedy under this Agreement 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 (for waivers by you, emails will be acceptable; for waivers by Panjaya, the writing must be duly signed by an authorized representative ofPanjaya), and shall be valid only in the specific instance in which given.
Entire Agreement. This Agreement, together with (i) any agreement or Order Form incorporating it by and between you and Panjaya and (ii) any applicable additional terms under Section 32, represents the entire agreement between Panjaya and you 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 you and Panjaya with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement; for example, statements and explanations in any FAQs or other marketing material on the Platform areare not binding or a part of this Agreement.
Publicity. Panjaya may use Customer’s name and logo in publication of Panjaya's customers. In addition, Panjaya, may, subject to Customer’s prior approval of the content, issue success stories, publicity or general marketing communications concerning its involvement with the Customer.
Integrated Third Party Specific Terms. To the extent you use or access the Service as part of your subscription or use of certain third party products or services integrated with the Service, including those of certain customers or partners of Panjaya, then, in addition to the application of this Agreement, additional specific terms might apply and modify this Agreement, as set out in exhibits or schedules to the Agreement which Panjaya will share with you through the Platform. Such additional terms shall become effective upon their inclusion in the exhibits or appendices, even if the specific third-party entities are not explicitly identified within this Agreement. Your continued use of the Service following the inclusion of these additional terms constitutes acceptance of those terms. If you do not agree to the additional terms, you must discontinue your use of the Service in conjunction with the relevant third-party products or services.
Notices. Any written notices required under this Agreement will be transmitted via any form of writing, including use of email, text and/or phone transmissions. Any formal notices required under this Agreement, such as breach, dispute of invoices, and/or indemnification require email and/or delivery by either certified mail or courier. Such notices will be deemed received upon the earlier of (a) actual receipt or (b) delivery in person or by certified mail return receipt requested.