Apaya Terms of Use

4.1. You must be at least 18 years of age to become a member of the Apaya service. Individuals under the age of 18 may only utilize the service with the involvement of a parent or legal guardian, under such person's account and otherwise subject to these Terms of Use.

4.2. Apaya is a digital marketing automation platform powered by AI. It helps users generate, manage, and publish marketing content across various platforms. All content created using Apaya - whether text, image, or video - is the intellectual property of the paying customer. Apaya does not claim ownership of any user-generated or AI-assisted content created by customers via the platform.

4.3. The Apaya service, including software, user interface, and automation features, is regularly updated to improve performance, security, and functionality. You may receive these updates automatically without notice.

4.4. You agree to use the Apaya service in accordance with all applicable laws and regulations. You may not:

• Reverse engineer, decompile, or disassemble any part of the Apaya platform;
• Use automated bots, crawlers, or scrapers to access the service;
• Interfere with or disrupt the integrity or performance of the service;
• Transmit any harmful or malicious code through the platform.

4.5. You agree not to misuse the Apaya service or violate any intellectual property rights, privacy rights, or applicable laws while using it. Apaya reserves the right to suspend or terminate access to users engaged in misuse or illegal activity.

4.6. The Apaya software is developed by or for Apaya and is licensed, not sold, to users. It may be used only for the purpose of accessing and using Apaya's services. Functionality may vary across devices, and compatibility with all devices is not guaranteed.

4.7. Any third-party devices, tools, or integrations used to access Apaya are your responsibility. Apaya does not warrant the performance of any third-party hardware or services used in conjunction with the Apaya platform.

6.1. THE APAYA SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE APAYA SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. APAYA DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE APAYA SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. APAYA SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF APPLICATIONS, APAYA READY DEVICES, AND APAYA SOFTWARE (INCLUDING THEIR CONTINUING COMPATIBILITY WITH OUR SERVICE).

6.2. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL APAYA, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.

6.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

6.4. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

7.1. You and Apaya agree that any dispute, claim or controversy arising out of or relating in any way to the Apaya service, these Terms of Use and this Arbitration Agreement, shall be determined by binding arbitration or in small claims court. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Apaya are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your Apaya membership.

7.2. If you elect to seek arbitration or file a small claim court action, you must first send to Apaya, by certified mail, a written Notice of your claim ("Notice"). The Notice to Apaya must be addressed to: General Counsel, Kokotree, Inc., 1007 N Orange St, 4th Fl 434, Wilmington, DE 19801 USA ("Notice Address"). If Apaya initiates arbitration, it will send a written Notice to the email address used for your membership account. A Notice, whether sent by you or by Apaya, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If Apaya and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Apaya may commence an arbitration proceeding or file a claim in small claims court.

7.3. You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. If you are required to pay a filing fee, after Apaya receives notice at the Notice Address that you have commenced arbitration, Apaya will reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000, in which event you will be responsible for filing fees.

7.4. The arbitration will be governed by the Consumer Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Apaya and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence. The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law.

7.5. If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Apaya's last written settlement offer made before an arbitrator was selected (or if Apaya did not make a settlement offer before an arbitrator was selected), then Apaya will pay you the amount of the award or US$5,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.

7.6. YOU AND APAYA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Apaya agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.