ARROUYA
TERMS AND CONDITIONS

These Terms and Conditions form a legally binding agreement (the “Agreement”) governing your subscription to, and use of, the Arrouya software-as-a-service solution (the “Services”) between the person or legal entity (“Customer”, “you”, “your”) accessing the Services and Arrouya Inc. (“Arrouya”, “we”, “us”, “our”).

By accessing or using these Services, you hereby agree to be bound by the terms of this Agreement. The individual accessing the Services on behalf of Customer represents that they are entitled to bind the Customer to this Agreement.

This Agreement can be updated from time to time in accordance with Section 13.4 below. You are responsible for regularly reviewing the most recent version of this Agreement.

1. SERVICES AND LICENSE

1.1. Description of Services. The Services consist of cloud-based software that leverages artificial intelligence to facilitate the development, editing and submission of short-form video content to social media (“Output”).

1.2. Professional Services; Subcontractors. Arrouya may, in its discretion, participate in the editing and production of Output. Arrouya may engage third-party subcontractors to perform editing and production services in connection with the Output. Arrouya shall ensure that all subcontractors are bound by confidentiality obligations no less protective than those set forth in this Agreement. Arrouya shall remain responsible for the acts and omissions of its subcontractors in connection with the Services.

1.3. Authorized Users. Subject to any applicable restrictions on the number of Customer's employees, consultants or agents allowed to access the Services on Customer’s behalf (“Authorized Users”), Customer has the ability to add or remove Authorized Users through the Services. Customer is responsible for the acts or omissions of its Authorized Users, including their compliance with this Agreement.

1.4. Updates. Arrouya may modify or update the Services at any time, provided such changes do not materially degrade the Services’ core functionality.

2. INTELLECTUAL PROPERTY

2.1. Ownership of Arrouya IP. All rights, title, and interest in and to the Services, including the underlying platform and technology, any associated documentation, and any enhancements, modifications, updates or derivatives thereof; and any data, text, media, or other content provided in connection with the Services are and shall remain exclusively owned by Arrouya.

2.2. License to Arrouya IP. Arrouya grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Arrouya Services during the Term, solely for lawful internal business purposes, in accordance with this Agreement.

2.3. Background IP. Arrouya may incorporate its pre-existing templates, tools, methodologies, frameworks, software, and other proprietary materials (collectively, “Background IP”) in the production of Output. As between the parties, Arrouya retains all right, title, and interest in and to the Background IP. Arrouya hereby grants Customer a limited, non-exclusive, non-transferable, royalty-free license to use the Background IP solely to the extent incorporated in the Output and solely for Customer’s use of such Output in accordance with this Agreement.

2.4. Customer IP Ownership. Customer retains ownership of all data, text, media, or other content uploaded or provided to the Services (“Customer Data”) and Output. Customer grants Arrouya a worldwide, non-exclusive, non-transferable, non-sublicensable license to host, process, analyze, and use Customer Data as necessary to provide and improve the Services.

2.5. De-Identified Data. Notwithstanding anything in this Agreement to the contrary, Arrouya may create De-Identified Data. “De-Identified Data” means data and information originally derived from Customer Data or Output but stripped of identifiers such that it does not identify Customer or any individual. De-Identified Data may include but is not limited to technical, usage, performance, product, and statistical information collected by Arrouya when Customer accesses or uses the Services. Arrouya owns all right, title, and interest in and to the De-Identified Data, and may use such data for any lawful purpose, including research, improvement of the Services, development of new products, training proprietary algorithms or models, data analytics, and other commercial purposes.

2.6. Feedback. All suggestions or feedback provided by Customer that do not include Customer’s Confidential Information are assigned to Arrouya and may be used without restriction.

3. COMPLIANCE AND ACCEPTABLE USE

3.1. Customer Obligations. You are responsible for all actions taken based on your approval. It is your responsibility to maintain secure access credentials. You are responsible for all necessary cooperation and information reasonably required by Arrouya to deliver the Services.

3.2. Restrictions. You may not, and may not allow others to:

i) copy, modify, decompile, reverse-engineer, or create derivative works of the Services;

ii) resell or sublicense access;

iii) interfere with or disrupt the operation or security of the Services;

iv) use the Services to perform or enable any activity that breaches law or any LinkedIn or other third-party rules;

v) attempt to replicate or extract Arrouya’s methods, data models, or account networks; and

vi) use the Services for any activity that poses legal, operational, or reputational risk to Arrouya or any third party.

3.3. Suspension. Arrouya reserves the right to immediately suspend or terminate Customer’s or any Authorized User’s access or use of the Services at any time if it has a reasonable basis to believe that Customer is in violation of the terms hereof.

4. LINKEDIN

4.1. Social Media Platform Access. Certain features of the Services are designed to interoperate with third party social media platforms and their software, and applications. To use such features, Customer may be required to obtain access and authorize Arrouya and its personnel to have access to such third-party platforms, services and applications.

4.2. Social Media Interoperability; Exclusions. While the Services are designed to interoperate with third party social media platforms, their continued compatibility with such third party social media platforms is dependent on same and Customer acknowledges that Arrouya cannot guarantee that any third party social media platform will remain interoperable with the Services. Customer further acknowledges and agrees that Arrouya is not the licensor or publisher of any third party social media platform and has no liability or responsibility for the content or functionality of third party social media platforms or any acts, omissions, outages, defects, or failures attributable to same.

5. FEES AND PAYMENT

5.1. Payment of Fees. In consideration of the Services, Customer shall pay the fees shown in Arrouya’s online checkout flow. Any renewal shall be at Arrouya’s then-current rates.

5.2. No Refunds. Unless otherwise agreed, subscription fees paid are non-refundable.

5.3. No Set-Off. You may not reduce any amount payable to Arrouya under this Agreement due to any counterclaim, set-off, adjustment, or other claim you might have against Arrouya, any other party, or otherwise.

5.4. Taxes. All fees are exclusive of any sales tax, use tax, withholding tax, or other applicable transaction taxes. You are responsible for all such taxes. Arrouya may invoice you for sales, use, value added, goods, services, or similar taxes directly attributable to Customer’s receipt of Services under this Agreement. Customer will indemnify Arrouya for the full amount of applicable taxes.

5.5. Late Payment; Interest. If any invoice is not paid when due, Arrouya may charge interest on the outstanding amount at the lesser of 1.5% per month or the maximum rate permitted by law, from due date until paid. Arrouya reserves the right to suspend or terminate your access to the Services until all overdue amounts (and accrued interest) are paid.

6. CONFIDENTIALITY

6.1. Definition of Confidential Information. “Confidential Information” means any and all data or information including the terms of this Agreement, the Customer Data, specifications, documents, correspondence, research, software, web logs, trade secrets, discoveries, ideas, know-how, designs, drawings, product information, technical information, credentials and all information concerning the operations, affairs and businesses of a party, the financial affairs of a party and the relations of a party with its customers, employees and service providers (including customer lists, customer information, account information, consumer markets, sales figures and marketing plans) which is disclosed or made available (in any format) by such party (the “Disclosing Party”) in connection with the Agreement to the other party (the “Receiving Party”). The terms of the Agreement are deemed Confidential Information (including all fees).

6.2. Confidentiality Obligations. The Receiving Party shall keep all Confidential Information confidential and not to disclose it to any third party except to employees, agents, or contractors (“Representatives”) who need access to the information to perform their duties under this Agreement and who are bound by confidentiality obligations no less restrictive than those in this Agreement, (ii) to use the Confidential Information solely for the purposes of this Agreement and not for any other purpose, (iii) to take reasonable care to protect the Confidential Information and prevent unauthorized use or disclosure, using at least the same degree of care as it uses to protect its own confidential information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information in cases where (i) the information is made public through no fault of or contribution by the Receiving Party; (ii) the information was made available to the Receiving Party by a third party that was legally in possession thereof and was free to disclose same; (iii) the information was independently acquired by third parties without access to or knowledge of the Confidential Information; or (iv) this disclosure was required by law or a court order, provided that the Receiving Party gives the Disclosing Party enough advance warning of this requirement so as to give the latter enough time to adopt whatever measures may be needed to avoid or limit the disclosure.

7. WARRANTIES AND DISCLAIMERS

7.1. Mutual Warranty. Each party hereby represents and warrants that: (i) it has the right to enter into this Agreement, to grant the licenses granted herein and to perform its obligations hereunder, in each instance without the consent of a third party; (ii) when executed and delivered, this Agreement shall be each party’s legal, valid, and binding obligation enforceable in accordance with its terms; and (iii) it shall comply with all applicable laws and third-party policies concerning its activities pursuant to this Agreement.

7.2. Exclusions. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS OR WARRANTIES FROM A COURSE OF DEALING OR USE OF TRADE. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE SERVICES PROVIDED HEREIN, AND THAT CUSTOMER HAS NOT RELIED ON ANY REPRESENTATION NOT INCLUDED IN THIS AGREEMENT. CUSTOMER ACKNOWLEDGES ARROUYA MAKES NO WARRANTY REGARDING THE INTEROPERABILITY OR FUNCTIONALITY OF THIRD-PARTY SOCIAL MEDIA PLATFORMS. CUSTOMER ACKNOWLEDGES THAT AI-GENERATED OUTPUTS ARE PROBABILISTIC IN NATURE, ARE NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, AND THAT CUSTOMER REMAINS RESPONSIBLE FOR REVIEWING AND VERIFYING ALL AI-GENERATED CONTENT BEFORE USE. ANY INFORMATION OR OUTPUT DATA PROVIDED THROUGH THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

8. INDEMNIFICATION

8.1. Indemnification by Customer. Customer shall indemnify, defend and hold harmless Arrouya, and its respective officers, directors, employees, agents, subcontractors, successors, and assigns (“Arrouya Indemnitees”) from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, judgments, penalties, interest or expenses including legal fees and expenses, which may be made or brought against the Arrouya Indemnitees and/or which the Arrouya Indemnitees may suffer or incur as a result of, in respect of, or arising out of or relating to (1) any failure by Customer to comply with any applicable statutes, laws, ordinances or regulations or LinkedIn terms or policies; and (2) any infringement, violation or misappropriation of any Intellectual Property Right of any third party on account of any Customer Data, Output, or Confidential Information provided by Customer.

8.2. Indemnification by Arrouya. Arrouya shall indemnify, defend and hold harmless Customer, and its respective officers, directors, employees, agents, subcontractors, successors, and assigns (“Customer Indemnitees”) from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities, judgments, penalties, interest or expenses including legal fees and expenses, which may be made or brought against Customer Indemnitees and/or which Customer Indemnitees may suffer or incur as a result of, in respect of, or arising out of or relating to (1) any gross negligence or willful misconduct of Arrouya; or (2) any infringement, violation or misappropriation of any Intellectual Property Right of any third party on account of any Arrouya intellectual property or Confidential Information provided by Arrouya, unless (i) such infringing intellectual property was not supplied or directed by Arrouya, or was combined with other products, services, processes, or materials not supplied or directed by Arrouya (where the alleged infringement relates to such combination); or (ii) any such infringement claim is based upon Customer Data.

8.3. Remedies. Notwithstanding anything herein to the contrary, if any intellectual property infringement claim is brought or threatened against Customer, or if Arrouya reasonably believes that the Services may infringe a third party’s Intellectual Property Rights, then Arrouya may, at its sole option and expense: (i) procure for Customer the right to continue to use the Services; (ii) modify the Services, as applicable, to make it non-infringing without materially reducing its functionality; (iii) replace the affected aspect of the Services with non-infringing technology having substantially similar capabilities; or (iv) if Arrouya determines, in its sole discretion, that none of the foregoing remedies are commercially practicable, then it may choose to suspend or terminate the Agreement as a whole and refund all paid and unused fees.

8.4. Process. Each party’s indemnification obligation under this section is conditional upon: (a) the indemnified party giving the indemnifying party prompt notice upon becoming aware of the claim (provided that failure to promptly notify shall not relieve the indemnifying party of its obligation to defend the claim unless such failure materially prejudices its ability to defend the claim); (b) the indemnified party giving the indemnifying party the right to solely control and direct the investigation, preparation, defense and settlement of the claim; and (c) the indemnified party reasonably cooperating with the indemnifying party, at the indemnifying party’s expense, in such defense and settlement. The indemnified party shall have the right, at its cost, to employ counsel of its choice to participate in the defense of such claim.

8.5. Disclaimer. WITHOUT AFFECTING EITHER PARTY’S TERMINATION RIGHTS, THIS SECTION 8 STATES THE ENTIRE LIABILITY OF ARROUYA, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY ARROUYA, THE SERVICES, OR ANY PART THEREOF.

9. LIMITATION OF LIABILITY

9.1. Exclusion of Consequential and Related Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOSS OF PROFITS, REVENUES OR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OTHER THAN EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 AND OTHER THAN EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO CASE SHALL EITHER PARTY’S LIABILITY WITH RESPECT TO ANY AND ALL INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, THE GREATER OF (a) $100; or (b) THE AGGREGATE FEES PAID BY CUSTOMER HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. IT IS AGREED THAT THIS LIMITATION OF LIABILITY DOES NOT RELIEVE CUSTOMER OF THE OBLIGATION TO PAY FEES AND OTHER AMOUNTS PAYABLE TO ARROUYA, PLUS ANY APPLICABLE TAXES.

10. TERM AND TERMINATION

10.1. Initial Term. The Initial Term shall commence on the subscription start date shown at checkout and continue for the subscription period the Customer selected in the checkout flow, unless earlier terminated in accordance with this Section 10 (the “Initial Term”).

10.2. Renewal. At the end of the Initial Term, this Agreement will automatically renew for successive periods equal in length to the Initial Term (each, a “Renewal Term”) unless either party provides notice of non-renewal before the then-current term expires. The Initial Term and successive Renewal Terms are collectively the “Term” of this Agreement. Fees for all Renewal Terms shall be at Arrouya’s then-current rates.

10.3. Termination for Cause. Either Party may terminate (i) upon thirty (30) days’ written notice for a material breach not cured within such period, or (ii) upon the other’s insolvency, bankruptcy, or cessation of business.

10.4. Effect of Termination. Upon termination of this Agreement: (a) Arrouya will cease delivering the Services; (b) except where Customer terminates this Agreement due to Arrouya’s uncured material breach, Customer shall remain liable for the full amount of all fees and other charges payable for the remainder of the then-current Term and such amounts shall be due and payable upon the effective date of termination; and (c) each Party shall return or destroy the other Party’s intellectual property and Confidential Information within thirty (30) days of termination or expiration, subject to customary recordkeeping or legal retention requirements.

10.5. Survival. The provisions of Sections 2 (Intellectual Property), 3 (Compliance and Acceptable Use), 5 (Fees and Payment), 6 (Confidentiality), 8 (Indemnification), 9 (Limitation of Liability), 10 (Term and Termination), and 13 (General), together with any other provisions which by their nature are intended to survive, shall survive termination or expiration of this Agreement.

11. FORCE MAJEURE

11.1. Neither party shall be liable for delay or failure to perform due to causes beyond reasonable control, including natural disasters, labor disputes, acts of war, governmental restrictions, or failures of third-party platforms or infrastructure. If a force majeure event continues for more than thirty (30) consecutive days and materially prevents Arrouya from performing the Services, provided, however, that Arrouya shall remain entitled to all fees accrued or payable up to the date of suspension or termination.

12. PUBLICITY

12.1. Unless you opt out in writing, Arrouya may identify you as a customer and use your name and logo on our landing page, marketing materials, case studies, and investor communications.

13. GENERAL TERMS

13.1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ontario and the federal laws applicable therein, without reference to its conflict of laws principles. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Toronto, Ontario, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

13.2. Assignment. Neither party may assign this Agreement without written consent, except to an affiliate or successor. Notwithstanding the foregoing, either Party may assign this Agreement upon a merger, acquisition, or sale of substantially all its assets, provided written notice is given to the other Party. Any other assignment requires prior written consent.

13.3. Notices. Any notices or other communications provided by Arrouya under this Agreement, including those regarding modifications to this Agreement, will be given by Arrouya by email to the email address associated with your account. Any notices by you should be provided to Arrouya at the email provided at the bottom of this Agreement.

13.4. Entire Agreement. This Agreement constitutes the entire agreement and supersedes prior agreements. Arrouya may update or amend these Terms on fifteen (15) days’ written or electronic notice. Continued use of the Services after the notice period constitutes acceptance of the updated Agreement.

13.5. Severability. If any provision is held invalid, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable in the manner that best advances the spirit of this Agreement; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect.

13.6. Waiver. No delay or omission by a Party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other Party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or default. All waivers must be in writing and signed by the Party waiving its rights.

13.7. Independent Contractor. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

Contact Information

Arrouya Inc.
408 Flamingo, Vaughn, Ontario, Canada L4J 8L4
Email: dev@arroya.com
Website: arrouya.com