Terms of Service

Acceptance of These Terms of Service

Cues Technologies Inc., ("Alayna," "we," "us," or "our") provides our services (described below) and related content to you through our website(s) located at https://alayna.ai (the "Site") and through our related technologies (collectively, such technologies and the Site, including any updated or new features and functionality, the "Service"). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these "Terms of Service"). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the "Terms of Service" link on the Site. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

Your Privacy

At Alayna, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://alayna.ai/privacy (the "Privacy Policy"). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms

In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description

The Service is designed to enhance the teaching and learning experience of teachers and students, respectively, through the use of software powered by artificial intelligence.

Your Registration Obligations

Whether you are using the Service as a teacher, student or other user, you may be required to register with Alayna or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy.

Member Account, Password and Security

You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Alayna of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Alayna will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service

Alayna reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Alayna will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage

You acknowledge that Alayna may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Alayna's or its third-party service providers' servers on your behalf. You agree that Alayna has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Alayna reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Alayna reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

School Partnerships

Alayna may enter into partnership with a school or school district that has legal authorization to share teacher and student data. Such partnerships require written permissions and guarantees from an authorized agent of the Local Education Agency. Teachers are authorized to use the Services with students on behalf of the school or school district.

Individual Teachers

Alayna may be used by individual teachers on behalf of students or providing students with access to the Services. Minor students are only authorized to use the Services to the extent authorized by the teacher, to the extent permitted by applicable law, or to the extent permitted by a parent or legal guardian. The teacher is responsible for obtaining consent from parents or legal guardians of students. Alayna reserves the right to provide access to a student's account to the students' parents or legal guardian upon such authorized adult's request.

Conditions of Access and Use

Non-Commercial Use

Subject to your compliance with these Terms, Alayna grants you a non-exclusive, limited, non-transferable, non-sublicensable, non-assignable, and revocable license to access and use the Services solely for your personal, internal business purposes, and other non-commercial use. Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service for any commercial purposes.

User Conduct

You are solely responsible for all content that you make available to Alayna. The following are examples of the kinds of content and/or uses that are illegal or prohibited by Alayna. You agree to not use the Service to:

• violate any applicable local, state, national, or international law, or any regulations having the force of law;
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• interfere with or disrupt the Service or servers or networks connected to the Service;
• solicit personal information from anyone under the age of 18;
• harvest or collect email addresses or other contact information of other users;
• advertise or offer to sell or buy any goods or services for any business purpose;
• further or promote any criminal activity or enterprise;
• obtain or attempt to access content or information through any means not intentionally made available;
• circumvent, remove, alter, deactivate, degrade, or thwart any content protections; or
• engage in any data mining, robots, scraping, or similar data gathering methods.

Competitors

No employee, independent contractor, agent, or affiliate of any competing education technology company is permitted to view, access, or use any portion of the Service without express written permission from Alayna.

Fees

To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Alayna that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Alayna or Stripe, as applicable, of any changes that may occur. You agree to pay Alayna the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service.

Payment Processing

Notwithstanding any amounts owed to Alayna hereunder, ALAYNA DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates ("Stripe"), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe's Global Privacy Policy available at: https://stripe.com/privacy (collectively, the "Stripe Agreements").

Refunds and Cancellations

Payments made by you hereunder are final and non-refundable, unless otherwise determined by Alayna. You may cancel your subscription online by following the cancellation process made available via the Service.

Intellectual Property Rights

Service Content

You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Alayna, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part.

Trademarks

The Alayna name and logos are trademarks and service marks of Alayna (collectively the "Alayna Trademarks"). Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Alayna Trademarks displayed on the Service, without our prior written permission in each instance.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Alayna, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the "Alayna Parties") from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE ALAYNA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE ALAYNA PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE ALAYNA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

Dispute Resolution

Any and all disputes or claims that have arisen or may arise between you and Alayna, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any marketing, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.

Termination

You agree that Alayna, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Alayna believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Alayna governing your access and use of the Service, and supersede any prior agreements between you and Alayna with respect to the Service. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions.

Questions? Concerns? Suggestions?

Please contact us at hello@alayna.ai or: