Terms of Service

These Terms of Service ("Terms") are a legally binding agreement between you ("you," "your," or "Customer") and Jaiyn AI, Inc., a Delaware corporation (File No. 10464457) ("Jaiyn," "we," "us," or "our"). By creating an account, accessing, or using the Jaiyn platform, services, AI agent, AI Discovery files, Partner Referral Programme, or any related functionality (collectively, the "Service"), you agree to be bound by these Terms. If you do not agree, do not use the Service.

If you are using the Service on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and references to "you" include that organisation.

1. Definitions

"Account" means your registered Jaiyn user account.

"AI Agent" means the conversational AI chatbot (sales assistant) created and configured by you within the Jaiyn platform, designed to engage with visitors to your website or digital properties, capture leads, qualify prospects, and provide information through natural conversation.

"AI Discovery File" means a structured data file generated by Jaiyn that is designed to improve the discoverability of your business by third-party AI tools, search engines, and large language models.

"AI Discovery Protocol" means the evolving set of standards, schemas, and technical specifications that third-party AI tools may use to index and surface business information. Jaiyn optimizes AI Discovery Files for compatibility with these protocols but does not control, operate, or guarantee adoption by any third party.

"Beta Features" means any feature, tool, or functionality identified by Jaiyn as "beta," "preview," "experimental," or similar designation.

"Company Profile" means the business profile information you provide during registration and onboarding, including but not limited to your business name, description, location, contact details, category, and service offerings.

"Credits" means the units of platform usage included in your Subscription or purchased as top-ups. Credits are consumed when uploading data to the Knowledge Store and when the AI Agent processes and answers a query.

"Knowledge Store" means the data repository within your Account where you upload business information used by the AI Agent to generate responses (sometimes referred to as retrieval-augmented generation, or RAG).

"Partner" means a Subscriber who has opted into the Partner Referral Programme and completed the required Stripe Connect onboarding.

"Partner Referral Programme" or "PRP" means the optional referral programme described in Section 10 of these Terms.

"Subscription" means your paid, recurring access to the Service at the applicable plan and pricing tier.

"User Content" means all data, documents, text, images, and other content that you upload to the Knowledge Store or otherwise provide to the Service.

2. Description of Service

Jaiyn provides an AI-powered conversational sales assistant and discoverability platform that enables businesses to:

• Deploy AI chat widgets (AI Agents) on websites and other digital properties to engage with visitors 24/7
• Train AI Agents with custom business knowledge, product information, pricing, and service details via the Knowledge Store
• Capture and qualify leads through natural conversation
• Generate and install AI Discovery Files to improve business visibility to third-party AI tools and search engines
• Access analytics and insights on customer interactions, lead quality, and agent performance
• Integrate with third-party systems via APIs
• Participate in the optional Partner Referral Programme to earn commission by referring other businesses

The Service is provided through various subscription plans with different features and usage limits. Current plans and pricing are available on our website at jaiyn.ai/pricing.

3. AI Technology Disclaimer and Customer Responsibilities

3.1 Nature of AI Technology

You acknowledge and agree that:

• Artificial intelligence and large language model (LLM) technology is relatively new and continuously evolving
• AI systems can and do make mistakes, produce inaccurate information, or generate inappropriate responses
• AI outputs are probabilistic in nature and may vary between interactions — the same question may produce different answers
• No AI system, including ours, can guarantee 100% accuracy, appropriateness, or reliability
• AI responses are generated automatically and are not reviewed by humans before delivery to your website visitors
• The AI may occasionally "hallucinate" — generating information that appears plausible but is factually incorrect
• The quality of AI outputs is directly dependent on the quality of the data you provide through the Knowledge Store

3.2 Customer Training and Data Responsibilities

The quality and accuracy of AI Agent responses depend significantly on the training data and configuration you provide. You are solely responsible for:

• Creating, configuring, and maintaining your AI Agent persona and its behaviour parameters
• Providing accurate, complete, current, and appropriate training data to the Knowledge Store
• Supplying correct product information, pricing, specifications, and business details
• Regularly reviewing and updating your training data to ensure ongoing accuracy
• Testing your AI Agent's responses before deploying it to live customer interactions
• Monitoring conversations and correcting any issues that arise after deployment
• Ensuring your training data does not contain errors, misleading information, or inappropriate content
• Complying with all applicable laws regarding the information your AI Agent communicates to customers, including truth-in-advertising, consumer protection, and industry-specific regulations

3.3 Assumption of Risk

BY USING THE SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• You use AI technology entirely at your own risk;
• You are solely responsible for any consequences arising from AI-generated responses delivered to your customers or website visitors
• Any errors, inaccuracies, inappropriate responses, or hallucinations generated by the AI are your responsibility, not ours
• You will not hold Jaiyn, its affiliates, or the underlying AI model providers liable for AI outputs
• You are responsible for verifying that AI Agent responses meet your quality and accuracy standards before and during deployment
• You will implement appropriate human oversight of AI interactions as needed for your use case, industry, and risk profile

4. Eligibility and Account Registration

4.1 Eligibility

You represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity and authority to enter into these Terms; (c) if you are registering on behalf of a business entity, you have the authority to bind that entity; (d) your use of the Service will comply with all applicable federal, state, and local laws and regulations; (e) you and your business are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions (including, as of the Effective Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); and (f) you are not named on any U.S. government restricted-party list, including the OFAC Specially Designated Nationals and Blocked Persons List, the Commerce Department's Entity List, or any similar list.

4.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You agree to notify Jaiyn immediately at hello@jaiyn.ai of any unauthorized use of your Account or security breach. Jaiyn is not liable for any loss resulting from unauthorized access to your Account where such access was not caused by Jaiyn's gross negligence or willful misconduct.

4.3 Account Accuracy

You agree to provide accurate, current, and complete information during registration and to maintain and promptly update your Account information. We reserve the right to suspend or terminate Accounts with materially inaccurate or incomplete information, or Accounts that remain inactive for extended periods.

5. Subscription, Billing, and Credits

5.1 Subscription Plans

Access to the Service requires an active Subscription. Subscription plans, features, and pricing are described on our website and may be updated from time to time. We will provide at least thirty (30) days' notice of any price increase to existing Subscribers.

5.2 Free Trial

New Subscribers who register directly (i.e., not through a Partner referral link) are eligible for a thirty (30) day free trial. During the free trial, you will have access to the Service features described on our website. At the end of the trial period, your Account will automatically convert to a paid Subscription and you will be charged the applicable Subscription fee unless you cancel before the trial expires. You will receive a reminder notification before the trial-to-paid conversion. Subscribers who register through a Partner referral link are not eligible for a free trial and will be billed from the date of registration.

5.3 Auto-Renewal and California Disclosures

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE AT THE THEN-CURRENT RATE UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. By subscribing, you expressly acknowledge and agree that: (a) your Subscription will automatically renew on a recurring monthly basis; (b) you authorize Jaiyn to charge the payment method on file for each renewal period; and (c) your Subscription will continue until you cancel or we terminate it. This disclosure is made in compliance with the California Automatic Renewal Law (Cal. Bus. & Prof. Code §17600 et seq.) and similar state laws. You may cancel your Subscription at any time as described in Section 5.6.

5.4 Billing and Payment

Subscription fees are billed in advance on a monthly basis. Payment is due on each billing date and will be charged to the payment method on file. If a payment fails, we will attempt to charge the payment method again and may suspend your Account if payment remains outstanding for more than seven (7) days. All fees are stated in U.S. dollars. You are responsible for any applicable sales taxes, use taxes, VAT, duties, or other levies in connection with your Subscription, except for taxes based on Jaiyn's net income.

5.5 Credits

Each Subscription includes one thousand (1,000) Credits per billing cycle. Credits are consumed when you upload data to the Knowledge Store and when the AI Agent processes and responds to a query. Unused Credits do not roll over to subsequent billing cycles. If you exhaust your included Credits before the end of a billing cycle, you may purchase additional Credits at the then-current top-up rate. Credit top-ups are non-refundable.

5.6 Cancellation

You may cancel your Subscription at any time through your Account settings or by contacting hello@jaiyn.ai. Cancellation takes effect at the end of the current billing cycle. You will retain access to the Service through the end of the period for which you have already paid. No partial refunds are issued for unused portions of a billing cycle.

5.7 Refund and Cooling-Off Period

If you are dissatisfied with the Service, you may request a full refund within thirty (30) days of your initial paid Subscription date by contacting hello@jaiyn.ai. This right applies once per Account. After the initial 30-day period, all fees are non-refundable except where required by applicable law.

6. AI Discovery Files

6.1 Generation

As part of the Service, Jaiyn generates AI Discovery Files based on information you provide about your business. These files are structured to optimize your business's visibility to third-party AI tools that may index, crawl, or reference such files.

6.2 Review and Installation

You are solely responsible for reviewing, verifying the accuracy of, merging (where applicable with any existing files on your domain), and installing AI Discovery Files on your website or digital properties. Jaiyn provides the files and guidance for installation, but does not access, modify, or control your website or hosting environment. Jaiyn is not responsible for any disruption, data loss, or technical issues arising from the installation, misconfiguration, or incompatibility of AI Discovery Files with your website, hosting platform, or existing files.

6.3 No Guarantee of Third-Party Inclusion

THE AI DISCOVERY PROTOCOL IS AN EVOLVING AND DEVELOPING STANDARD. Jaiyn optimizes AI Discovery Files for compatibility with known third-party AI tools and protocols. However, Jaiyn does not control, operate, or have any affiliation with any third-party AI tool, search engine, or large language model. JAIYN MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT: (A) ANY THIRD-PARTY AI TOOL WILL INDEX, CRAWL, OR SURFACE YOUR BUSINESS INFORMATION; (B) YOUR BUSINESS WILL APPEAR IN AI-GENERATED RESPONSES OR RECOMMENDATIONS; OR (C) THE AI DISCOVERY PROTOCOL WILL BE ADOPTED, MAINTAINED, OR SUPPORTED BY ANY THIRD PARTY. The effectiveness of AI Discovery Files depends on factors entirely outside Jaiyn's control, including but not limited to third-party crawling schedules, algorithmic decisions, protocol changes, and market adoption.

6.4 Accuracy of Business Information

You are responsible for ensuring that the business information you provide to Jaiyn for inclusion in AI Discovery Files is accurate, current, and does not infringe upon the rights of any third party. Jaiyn is not responsible for errors, omissions, or inaccuracies in AI Discovery Files that result from incorrect or incomplete information provided by you.

7. AI Agent

7.1 Agent Operation and Credits

The AI Agent operates using Credits from your Account. You are responsible for ensuring that your Account maintains a sufficient Credit balance for the AI Agent to function. If your Credit balance reaches zero, the AI Agent will cease responding to queries until additional Credits are available (either through a new billing cycle or a top-up purchase). Jaiyn is not liable for any loss of business, leads, or engagement resulting from the AI Agent being unavailable due to insufficient Credits.

7.2 Platform Availability

The Service, including the AI Agent, is provided on a best-endeavours basis. Jaiyn does not guarantee uninterrupted, error-free, or continuously available service. The Service may experience downtime for maintenance, updates, or due to factors beyond our reasonable control. JAIYN DOES NOT WARRANT OR GUARANTEE 24/7/365 AVAILABILITY OF THE SERVICE OR THE AI AGENT. We will use commercially reasonable efforts to maintain uptime and will endeavour to provide advance notice of planned maintenance where practicable.

7.3 No Guaranteed Business Outcomes

THE AI AGENT IS A TOOL TO ASSIST WITH CUSTOMER ENGAGEMENT. JAIYN MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT USE OF THE AI AGENT WILL RESULT IN SALES, LEADS, CONVERSIONS, REVENUE, OR ANY PARTICULAR BUSINESS OUTCOME. The effectiveness of the AI Agent depends on numerous factors outside Jaiyn's control, including but not limited to the quality of your Knowledge Store content, the nature of your business, visitor behavior, and market conditions. Any examples, case studies, or illustrations provided by Jaiyn are for informational purposes only and do not constitute a guarantee of results.

7.4 AI Output Accuracy

The AI Agent generates responses based on the content in your Knowledge Store and its underlying language model. As described in Section 3, AI-generated responses may occasionally be inaccurate, incomplete, contain hallucinations, or not fully reflect your business offerings. AI responses are generated automatically and are not reviewed by humans before delivery. You are responsible for monitoring the AI Agent's outputs and ensuring that they meet your standards. Jaiyn is not liable for any loss or damage arising from reliance on AI-generated responses by you or your website visitors.

7.5 Industry-Specific Compliance

Jaiyn is a general-purpose AI platform. The Service is not designed or intended to comply with industry-specific regulations, including but not limited to HIPAA (healthcare), FINRA or SEC regulations (financial services), FERPA (education), ITAR (defense), PCI-DSS (payment card data), or any other sector-specific legal or regulatory framework. You are solely responsible for determining whether the Service is appropriate for your industry and for ensuring that your use complies with all applicable industry-specific laws, regulations, and standards. If your business operates in a regulated industry, you should consult with qualified legal counsel before using the Service.

8. Knowledge Store and User Content

8.1 Your Responsibility for Content

You are solely responsible for all User Content that you upload to the Knowledge Store. By uploading User Content, you represent and warrant that:

• (a) You have all necessary rights, licenses, and permissions to upload and use the User Content in connection with the Service
• (b) The User Content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party
• (c) The User Content does not contain any material that is unlawful, defamatory, obscene, or otherwise objectionable
• (d) The User Content is intended to be publicly available information about your business. The Knowledge Store is designed to power the AI Agent, which communicates with the public. You should not upload confidential, proprietary, or sensitive information (including trade secrets, internal financial data, personal data of third parties, protected health information, or any information subject to non-disclosure obligations) to the Knowledge Store
• (e) The User Content does not contain malware, viruses, or any code designed to disrupt, damage, or gain unauthorized access to any system

8.2 Data Exposure Risk

8.3 License to User Content and Company Profile

By uploading User Content to the Knowledge Store or providing your Company Profile, you grant Jaiyn a non-exclusive, worldwide, royalty-free, sublicensable license to use, process, store, reproduce, index, display, and incorporate the User Content and Company Profile for the following purposes:

• (a) Providing the Service to you, including enabling the AI Agent to generate responses
• (b) Indexing, cataloguing, and including your Company Profile and User Content in Jaiyn's search, discovery, directory, and recommendation systems, to enable other users and visitors to the Jaiyn platform and network to find, match with, and connect with your business (the "Jaiyn Network")
• (c) Improving and enhancing the Service, including using aggregated, de-identified, or anonymized data derived from User Content and Company Profiles to improve Jaiyn's algorithms, search and matching capabilities, AI models, and overall platform quality
• (d) Displaying your Company Profile, business name, description, and category in Jaiyn's public-facing directory, search results, and partner tools

This license survives termination of your Account with respect to aggregated or anonymized data described in (c) above. For all other purposes, this license terminates when you delete the User Content or close your Account, subject to reasonable backup and archival retention periods of no more than ninety (90) days.

8.4 Content Removal

You may remove User Content from the Knowledge Store at any time through your Account. Jaiyn reserves the right to remove User Content that, in our sole discretion, violates these Terms or applicable law. We will make reasonable efforts to notify you prior to or promptly after such removal.

9. Data Hosting and Regional Responsibility

9.1 Data Residency

Jaiyn operates regional infrastructure. When you register for an Account, you select a hosting region (e.g., United States, United Kingdom). Your User Content, Knowledge Store data, and Account data will be stored and processed in the infrastructure region you select. You are solely responsible for selecting the appropriate hosting region for your business based on your own legal, regulatory, and data residency requirements. Jaiyn does not provide legal advice on data residency and makes no representation that any particular hosting region satisfies the requirements of any particular jurisdiction, regulation, or contractual obligation.

9.2 Cross-Border Considerations

If your business operates across multiple jurisdictions, you are responsible for ensuring that your use of the Service (including the hosting region you select, the data you upload, and the AI Agent's interactions with visitors in different jurisdictions) complies with all applicable data protection, privacy, and data transfer laws. This includes, without limitation, any requirements under the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA/CPRA), or any other applicable data protection framework.

10. Partner Referral Programme

10.1 Overview

All Subscribers may opt into the Partner Referral Programme at any time through their Account settings. Participation is entirely voluntary. You may opt out of the PRP at any time, and opting out will not affect your Subscription or access to the Service.

10.2 Stripe Connect Onboarding

To receive commission payments, you must complete onboarding through Stripe Connect, Jaiyn's payment processing partner. Stripe Connect will perform identity verification, Know Your Customer (KYC), and Anti-Money Laundering (AML) checks as required by applicable law. You agree to provide accurate and complete information during the Stripe Connect onboarding process. Jaiyn may suspend or terminate your PRP participation if you fail to complete or maintain Stripe Connect onboarding, or if Stripe determines that you do not satisfy its verification requirements. Jaiyn is not a party to your relationship with Stripe and is not responsible for Stripe's verification decisions.

10.3 How the PRP Works

As a Partner, you receive a unique referral link. When a new business subscribes to Jaiyn through your referral link and maintains an active, paid Subscription, you earn commission as described below. Commission is earned only on active, paid Subscriptions. If a referred Subscriber cancels or their payment lapses, the corresponding commission ceases.

10.4 Commission Structure

The PRP operates on a three-tier commission structure:

• Tier 1 (Direct Referral): You earn commission on each Subscriber you directly refer.
• Tier 2: You earn a reduced commission on Subscribers referred by your Tier 1 referrals.
• Tier 3: You earn a further reduced commission on Subscribers referred by your Tier 2 referrals.

Commission rates for each tier are published on the Jaiyn website and may be updated from time to time. Any changes to commission rates will apply prospectively and will not reduce commission on existing referral relationships established before the change. Jaiyn reserves the right to modify, suspend, or discontinue the PRP (including the number of tiers and commission rates) upon thirty (30) days' written notice.

10.5 Nature of Commission

Commission under the PRP is earned income based on active, paid Subscriptions. It is not a promise of future income, a guaranteed return, an investment, a security, or a financial product. Your commission will vary based on the number of active referred Subscribers and may be zero in any given period. Jaiyn makes no representation or guarantee regarding the amount of commission any Partner will earn. Past commission is not indicative of future commission.

10.6 Commission Options

Partners may elect to receive their earned commission in any of the following ways (which may be changed at any time through Account settings):

• (a) Direct payment to the Partner via Stripe Connect
• (b) Applied as a discount to the Partner's own Subscription
• (c) Donated to a charity designated by Jaiyn or selected by the Partner from available options
• (d) Declined (commission is waived and the Partner does not participate financially)

10.7 Tax Responsibility

You are solely responsible for reporting and paying all taxes on commission income in the jurisdictions where you are subject to tax. Jaiyn may issue tax reporting forms (such as IRS Form 1099-NEC) as required by law. You agree to provide accurate taxpayer identification information (including a W-9 or equivalent) upon request. Failure to provide required tax information may result in withholding of commission payments as required by law.

10.8 Partner Marketing Guidelines

As a Partner, you agree to the following when promoting or discussing Jaiyn:

• (a) You will not make any false, misleading, deceptive, or unsubstantiated claims about Jaiyn, the Service, or the PRP
• (b) You will not make specific income or earnings claims, guarantees, or projections unless Jaiyn has provided you with a pre-approved, written income disclosure
• (c) You will not represent yourself as an employee, officer, or agent of Jaiyn — you are an independent referral partner
• (d) You will comply with all applicable advertising, marketing, and consumer protection laws, including the Federal Trade Commission Act and FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising
• (e) When promoting Jaiyn on social media or in any public forum, you will clearly and conspicuously disclose your financial relationship with Jaiyn
• (f) You will not engage in spam, unsolicited messaging, or any marketing practice that violates the CAN-SPAM Act (15 U.S.C. §7701 et seq.) or any other applicable law
• (g) You will not use Jaiyn's name, logo, or trademarks except as expressly authorized in writing or through approved marketing materials provided by Jaiyn

Violation of these marketing guidelines may result in immediate termination of your PRP participation, forfeiture of unpaid commission, and, in serious cases, suspension or termination of your Account.

10.9 Relationship of Parties

Partners are independent contractors, not employees, agents, franchisees, or joint venture partners of Jaiyn. The PRP does not create an employment, agency, franchise, or investment relationship. Jaiyn does not control how, when, or whether you promote the Service. You are not entitled to any employee benefits, and Jaiyn will not withhold taxes from commission payments.

11. Intellectual Property

11.1 Jaiyn's Intellectual Property

All intellectual property rights in and to the Service belong exclusively to Jaiyn and its licensors. This includes, without limitation, the platform software, AI models, algorithms, machine learning systems, user interface, design, documentation, AI Discovery File templates and generation methodology, search and matching algorithms, the Jaiyn Network architecture, APIs, and all associated intellectual property, whether or not registered. These Terms do not grant you any ownership interest in any aspect of the Service. You receive only a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of your Subscription.

11.2 Your Content

You retain all ownership rights in your User Content. Jaiyn claims no ownership over User Content uploaded to the Knowledge Store or business information used to generate AI Discovery Files. However, your User Content is subject to the license grant in Section 8.3.

11.3 AI Discovery File Ownership

AI Discovery Files generated by Jaiyn based on your business information are provided to you for your use. You may install, modify, and distribute them on your own properties. However, the underlying templates, schemas, generation methodology, and technical specifications used to produce AI Discovery Files remain Jaiyn's intellectual property.

11.4 Platform-Generated Data

Jaiyn owns all rights in data generated by or derived from the operation of the Service, including but not limited to: analytics, usage metrics, performance data, aggregated statistics, search indices, AI model improvements, and any insights or derivative works created from the processing of User Content or Company Profiles in aggregated or anonymized form. This does not affect your ownership of your underlying User Content.

11.5 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant Jaiyn an unrestricted, perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without obligation to you.

11.6 Restrictions

Except as expressly permitted by these Terms, you shall not: (a) copy, modify, or create derivative works of the Service; (b) reverse-engineer, decompile, or disassemble any aspect of the Service; (c) rent, lease, lend, sell, sublicense, or transfer access to the Service; (d) remove, alter, or obscure any proprietary notices on the Service; or (e) use the Service to build a competing product or service.

12. Acceptable Use

You agree not to use the Service to:

• (a) Violate any applicable law, regulation, or third-party rights
• (b) Upload or distribute malware, viruses, or other harmful code
• (c) Attempt to gain unauthorized access to the Service, other user Accounts, or Jaiyn's systems
• (d) Reverse-engineer, decompile, or disassemble any aspect of the Service
• (e) Use the AI Agent or Knowledge Store to generate, store, or distribute content that is unlawful, defamatory, harassing, threatening, obscene, or that promotes discrimination or violence
• (f) Scrape, crawl, or extract data from the Service by automated means except as expressly permitted
• (g) Resell, sublicense, or redistribute access to the Service (other than through the PRP as described in Section 10)
• (h) Use the Service in a manner that could disable, overburden, or impair the Service or interfere with other users' access
• (i) Misrepresent AI Agent responses as human-generated in contexts where such disclosure is required by law
• (j) Transmit spam, phishing attempts, or malicious content through the AI Agent or any other feature
• (k) Collect personal data from website visitors through the AI Agent without proper consent or legal basis
• (l) Operate a fraudulent, deceptive, or sham business through the Service, or use the Service as a front for any unlawful activity
• (m) Use the Service to facilitate tax evasion, money laundering, terrorist financing, or any financial crime
• (n) Create multiple Accounts to circumvent usage limits, enforcement actions, or these Terms

13. Account Removal and Discretionary Termination

13.1 Right to Remove

Jaiyn reserves the right, in its sole and absolute discretion, to suspend, restrict, or permanently terminate any Account, with or without prior notice, if Jaiyn reasonably believes that:

• (a) The Subscriber is operating a fraudulent, sham, or shadow business
• (b) The Subscriber is using the Service to facilitate or conceal unlawful activity, including but not limited to tax evasion, money laundering, sanctions violations, or financial fraud
• (c) The Subscriber's business is a front for scam operations, phishing, or deceptive consumer practices
• (d) The Subscriber has provided materially false or misleading information during registration or at any time during the Subscription
• (e) The Subscriber's use of the Service poses a reputational, legal, or operational risk to Jaiyn, other Subscribers, or the integrity of the Jaiyn Network
• (f) The Subscriber has violated any provision of these Terms
• (g) Continued provision of the Service to the Subscriber would violate applicable law or expose Jaiyn to legal liability

13.2 Cooperation with Law Enforcement

Jaiyn may cooperate with law enforcement agencies, regulatory authorities, or court orders in connection with any investigation or proceeding related to your use of the Service. Jaiyn may disclose Account information and User Content to law enforcement where required by law or where Jaiyn reasonably believes disclosure is necessary to protect the rights, property, or safety of Jaiyn, its users, or the public.

13.3 No Liability for Removal

Jaiyn shall not be liable to you or any third party for any suspension or termination of your Account under this Section 13, including any loss of data, commission, business, or revenue resulting from such action.

14. Copyright and DMCA

14.1 Respect for Copyright

Jaiyn respects the intellectual property rights of others and expects its users to do the same. You may not upload, store, or transmit any User Content through the Service that infringes the copyright or other intellectual property rights of any third party.

14.2 DMCA Takedown Notices

If you believe that content available through the Service infringes your copyright, you may submit a notice pursuant to the Digital Millennium Copyright Act (17 U.S.C. §512) to Jaiyn's designated agent at:

Your notice must include: (a) a description of the copyrighted work you claim has been infringed; (b) a description of the infringing material and its location within the Service; (c) your contact information; (d) a statement that you have a good-faith belief that the use is not authorized; (e) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf; and (f) your physical or electronic signature.

14.3 Counter-Notices

If you believe that your content was removed in error, you may submit a counter-notice in accordance with 17 U.S.C. §512(g). Jaiyn will process valid counter-notices in accordance with applicable law.

14.4 Repeat Infringers

Jaiyn will, in appropriate circumstances, terminate the Accounts of Subscribers who are repeat copyright infringers.

15. Third-Party Services

The Service integrates with and relies upon third-party services, including but not limited to Stripe (payment processing), cloud infrastructure providers (AWS), AI model providers (such as Anthropic and OpenAI), email delivery services, and mapping services. Jaiyn is not responsible or liable for the availability, performance, accuracy, policies, or actions of any third-party service. Third-party services are governed by their own terms of service and privacy policies. Changes to, outages of, or discontinuation of any third-party service may affect the availability or functionality of the Jaiyn Service, and Jaiyn shall not be liable for any such impact.

16. Beta Features

From time to time, Jaiyn may offer Beta Features. Beta Features are provided "as is" and "as available" without any warranty of any kind. Beta Features may be incomplete, contain bugs, or cause errors. JAIYN MAY MODIFY, SUSPEND, OR DISCONTINUE ANY BETA FEATURE AT ANY TIME WITHOUT NOTICE OR LIABILITY. By using a Beta Feature, you acknowledge and accept these additional risks. Feedback on Beta Features is subject to Section 11.5.

17. Privacy, Data, and California Consumer Rights

17.1 Privacy Policy

Your use of the Service is also governed by our Privacy Policy, available at jaiyn.ai/privacy. By using the Service, you consent to the collection, use, and processing of your information as described in the Privacy Policy. In the event of a conflict between these Terms and the Privacy Policy on matters of data handling, the Privacy Policy controls.

17.2 California Consumer Privacy Act (CCPA/CPRA)

If you are a California resident, you may have additional rights under the California Consumer Privacy Act, as amended by the California Privacy Rights Act ("CCPA/CPRA"). These rights, including the right to know what personal information we collect, the right to request deletion, and the right to opt out of the sale or sharing of personal information, are described in our Privacy Policy. Jaiyn does not sell personal information as defined by CCPA/CPRA. To exercise your California privacy rights, please contact us at hello@jaiyn.ai.

18. Disclaimers

THE SERVICE, INCLUDING ALL AI FEATURES AND OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, JAIYN DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Jaiyn does not warrant that: (a) the Service will meet your requirements or expectations; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the AI Agent's responses will be accurate, complete, or reliable; (d) any AI Discovery File will result in inclusion in any third-party AI tool or search result; (e) any defects in the Service will be corrected; or (f) the Service will produce any particular level of revenue, leads, sales, or business results.

19. Limitation of Liability

19.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JAIYN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR USE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF JAIYN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JAIYN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO JAIYN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

19.3 Basis of the Bargain

You acknowledge that the fees charged by Jaiyn reflect the allocation of risk set forth in this Section 19 and that Jaiyn would not enter into these Terms without these limitations.

20. Indemnification

You agree to indemnify, defend, and hold harmless Jaiyn and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your User Content; (c) your Company Profile; (d) your breach of these Terms; (e) your violation of any applicable law or third-party rights; (f) the installation or use of AI Discovery Files on your properties; (g) any claims arising from misleading, false, or unsubstantiated statements you make about Jaiyn or the PRP; (h) any claim by a third party related to the AI Agent's responses generated from your Knowledge Store content; (i) your failure to comply with industry-specific regulations applicable to your business; or (j) your selection of an inappropriate hosting region for your data.

21. Termination and Suspension

21.1 Termination by You

You may terminate your Account at any time by canceling your Subscription and requesting Account deletion through the platform settings or by contacting hello@jaiyn.ai.

21.2 Termination by Jaiyn

In addition to the rights set out in Section 13, Jaiyn may suspend or terminate your Account and access to the Service if: (a) your payment is overdue for more than fourteen (14) days; (b) we are required to do so by law, regulation, or court order; or (c) you materially breach these Terms. Where practicable, we will provide notice and a reasonable opportunity to cure before termination, except in cases of material breach or where Jaiyn determines that immediate action is necessary.

21.3 Effect of Termination

Upon termination: (a) your license to use the Service terminates immediately; (b) your AI Agent will be deactivated; (c) your AI Discovery Files may cease to function or become outdated without ongoing Service access; (d) you will have thirty (30) days from the date of termination to export your User Content by contacting hello@jaiyn.ai, after which Jaiyn may permanently delete it; (e) any accrued and unpaid commission under the PRP will be paid out in accordance with Jaiyn's standard payment schedule, provided the commission was earned in compliance with these Terms; and (f) Sections that by their nature should survive termination (including Sections 3.3, 8.2, 8.3, 11, 13, 14, 18, 19, 20, 22, and 23) will survive.

21.4 PRP Termination

Jaiyn may terminate your participation in the PRP separately from your Subscription if you violate the Partner Marketing Guidelines in Section 10.8 or fail to maintain Stripe Connect onboarding. Termination of PRP participation does not affect your underlying Subscription.

21.5 Data Export

During the thirty (30) day post-termination export period, Jaiyn will make your User Content available for export in a commonly used electronic format. After the export period expires, Jaiyn has no obligation to retain your User Content and may permanently delete it.

22. Governing Law and Dispute Resolution

22.1 Governing Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

22.2 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact Jaiyn and attempt to resolve the dispute informally for a period of at least thirty (30) days.

22.3 Arbitration

If the dispute cannot be resolved informally, any controversy or claim arising out of or relating to these Terms shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, unless both parties agree to a different location or to virtual proceedings. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

22.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against Jaiyn.

22.5 Small Claims Exception

Notwithstanding the foregoing, either party may bring a claim in small claims court if the claim falls within the court's jurisdictional limits.

22.6 Injunctive Relief

Nothing in this Section 22 shall prevent Jaiyn from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent imminent harm.

23. General Provisions

23.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Jaiyn regarding the Service and supersede all prior agreements, understandings, and communications.

23.2 Amendments

Jaiyn reserves the right to modify these Terms at any time. Material changes will be communicated via email or a prominent notice on the platform at least thirty (30) days before they take effect. Your continued use of the Service after the effective date of any modification constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, your sole remedy is to cancel your Subscription before the changes take effect.

23.3 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

23.4 Waiver

The failure of Jaiyn to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by Jaiyn.

23.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without Jaiyn's prior written consent. Jaiyn may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without your consent.

23.6 Force Majeure

Jaiyn shall not be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, cyberattacks, labor disputes, government actions, sanctions, internet or telecommunications failures, power outages, or third-party service outages.

23.7 Notices

All notices from Jaiyn to you may be sent to the email address associated with your Account. All notices from you to Jaiyn should be sent to hello@jaiyn.ai or to our registered address as published on the Jaiyn website. Notices are deemed received when sent to the email address on file.

23.8 Independent Contractors

Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and Jaiyn.

23.9 Electronic Signatures and Communications

By using the Service, you consent to receive communications from Jaiyn electronically (including email and in-platform notices). In accordance with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §7001 et seq.) and applicable state laws, you agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communication be in writing.

23.10 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

23.11 Modification and Discontinuation of Service

Jaiyn reserves the right to modify, update, suspend, or discontinue any aspect of the Service (including specific features, integrations, or functionality) at any time, with or without notice. For material changes that significantly reduce the functionality available under your current Subscription plan, Jaiyn will provide at least thirty (30) days' notice and, at your option, allow you to cancel your Subscription without penalty.

Contact Information

If you have questions about these Terms, please contact us: