Ayo

Terms of Service

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Effective date: 15th of November, 2021

Email: support@adynato.com

Address:  12100 Wilshire Boulevard Sawtelle, 8th Floor, Los Angeles, CA 90025

1. Acceptance of Terms

1.1. Overview. The following terms of service ("TOS") govern your use of and purchases through (a) the ayo.so website (including all web pages, sub-domains and sub-parts therein contained, the "Site"), and (b) any and all services available on or through the Site or otherwise provided by ADYNATO LLC. ( “Ayo”) (collectively, the "Services"). Except as set forth herein, the Services are owned and operated by Ayo. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Ayo. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY AYO. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES.

1.2. Modification. Ayo reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Services following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing and otherwise using the Services.

2. Description of Ayo

Ayo provides software, services, tools and APIs to enable you to manage and a personal profile.

3. Your Use of the Services

Ayo hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right to access and use the Services solely (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce, distribute, scrape, frame or create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except as permitted by applicable law); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or to aggregate purchases through the Services; (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; or (v) engage in any activity not otherwise permitted by this TOS or Ayo’s policies, including those activities prohibited by Section 8.1.

4. Billing, Payment, Cancellation and Refunds

4.1. Payments and Subscriptions. There are various payment and subscription options available for using the Services. These options can be found in the individual Services descriptions and may change from time to time. Once your initial payment is processed, your subscription to the Services has begun, and you can immediately access the relevant Services.

4.2. Automatic Renewals. Subscriptions automatically renew. This means that once you sign up for the Services, your subscription will automatically renew based on the subscription program you chose (e.g. semiannually, monthly, etc.). Your credit card on file will be charged the rate stated at the time of purchase (plus applicable taxes) at the beginning of each billing term of your subscription. You are responsible for keeping a valid credit card number on file and for ensuring that your billing information is correct to prevent your subscription from lapsing. Our pricing may change at any time. The price and terms in place when you made your initial purchase or when your subscription last renewed will stay in effect for the duration of that subscription period, but new prices and terms may apply to renewals or new subscriptions. Ayo will give you reasonable notice of any change in price or terms before they go into effect. If you do not want to renew your subscription under these new prices or terms, you may cancel your subscription as described below.

4.3. Services Cancellations and Refunds. You may cancel the Services by signing into your dashboard page on the Site or by contacting us by email. All refunds will be credited to your credit card on file. The following terms will apply:

Monthly Subscriptions: Subscriptions billed on a monthly basis may be cancelled at any time prior to two business days before your renewal date but are not eligible for a refund. If you cancel your monthly subscription, you will retain access to the Services for the remainder of that month. If you do not cancel your subscription prior to two days before your renewal date, Ayo will renew your subscription for one more month.

Subscriptions Longer than a Month: Subscriptions longer than one month may be cancelled during the first 30 days for a refund of any prepaid fees beyond the fees for the first 30 day period. If you cancel this type of subscription after the first 30 days, you will not receive a refund, but you will retain access to the relevant Services for the remainder of your subscription period, after which your subscription will be cancelled. If you do not cancel your subscription within your subscription period, Ayo will renew your subscription for an additional term equivalent in length to your current subscription. Refunds are not based on account usage.

One Time Charges: One-time charges for Services may be cancelled during the first 30 days for a full refund.

4.4. Additional Services. You are also responsible for, and Ayo is authorized to charge your credit card for, any additional Services that you authorize, whether verbally or in writing (including via email), such as the purchase of additional modules, additional services or customization services. Ayo reserves the right, in its sole and absolute discretion, to accept or decline requests for additional modules, additional services or customization services.

5. Your Registration Obligations

By registering to use the Services, you agree to: (a) provide true, accurate, current and complete information about yourself, including payment information, as prompted by the registration form (the "Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Ayo has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Ayo has the right to suspend or terminate or refuse any and all of your current or future use of the Services (or any portion thereof) immediately and without notice to you. Ayo shall have the right to use the Registration Data in accordance with the Privacy Policy (as defined herein). TO USE THE SERVICES, YOU MUST BE AT LEAST 18 YEARS OF AGE, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY.

6. Account and Security

You are responsible for maintaining the confidentiality of your account, and are fully responsible for all activities that occur under your account, whether or not authorized by you. You agree to (a) never share your account with anyone, (b) immediately notify Ayo of any actual or suspected unauthorized use of your account or any other breach of security, and (c) ensure that you exit from your account at the end of each session. Ayo cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account.

7. Content

7.1. Site Content. You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by Ayo in connection with the Services (collectively, "Site Content") is owned by Ayo and its licensors and is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Except as expressly authorized by Ayo in writing or solely as necessary for your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. However, you may print or download a reasonable number of copies of the Site Content for your own personal informational or record-keeping purposes, provided that you retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of Ayo. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.

7.2. Ayo’s License to use Your Content. You hereby grant to Ayo a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit any Content, feedback, suggestions or improvements that you contribute, provide or otherwise make available to Ayo or others and/or by or through the Site (“Your Content”) in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever, and to allow others to do so, without compensation to you or any third party. You represent and warrant that you have all the rights, power, authority and authorization necessary to contribute, provide and make available to Ayo and others Your Content and to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, (ii) complies with all applicable laws and regulations (foreign and domestic), and (iii) that you have all authorizations, consents, approvals and have made all disclosures required to provide Your Content to Ayo and to allow Ayo to use Your Content as provided in these TOS. Ayo reserves the right to remove any of Your Content from the Site at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Your Content) or no reason.

8. Conduct

8.1. Certain Restrictions. You understand that you are liable for your use of the Services, including for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to end users. You agree not to use the Services to:

  1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, fraudulent, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; harm minors in any way;
  1. impersonate any person or entity, including, but not limited to, Ayo, or falsely state or otherwise misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
  1. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  1. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity; upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except in those areas that are designated for such purpose and within the scope of such designation;
  1. upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by Ayo;
  1. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; intentionally or unintentionally violate any applicable law or regulation (foreign or domestic); stalk or otherwise harass any person orentity

8.2. Certain Remedial Rights. Ayo does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but Ayo and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any Content, in whole or in part, and/or (ii) suspend, rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that Ayo may preserve Your Content and may also disclose Your Content for any reason (but subject to the terms of the Privacy Notice, as defined herein), including, without limitation, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of Your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Ayo, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over or storage using various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

9. Special Terms Regarding International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content and your use of the Services. By way of example and not of limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from the United States or the country in which you reside. In addition, the Services may be subject to United States export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which the U.S. has embargoed goods and/or services of the same type as the Services. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Services (including any Software) may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security's Denied Persons List. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.

10. Indemnification

You agree to defend, indemnify and hold Ayo and its affiliates, licensors, suppliers, subcontractors, partners and agents, and each of its and their respective officers, directors, agents and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), investigation or settlement made by any third party (each a "Claim") due to or arising out of Your Content, your use of, contribution to or connection with the Services, your violation of this TOS or any of your policies, including your refund policy, and/or your violation of any rights of another. Ayo shall provide notice to you of any such Claim that it receives, provided that the failure or delay by Ayo in providing such notice shall not limit your obligations hereunder. Ayo reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting Ayo’s defense of such matter.

11. Service Modifications and Suspensions

Ayo reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. You agree that Ayo shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

12. Termination

Ayo, in its sole discretion, may terminate your account and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, if Ayo believes that you have violated or acted inconsistently with the provisions of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that Ayo may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that Ayo shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).

13. Links

The Services may provide, or third parties may provide, links to other Internet websites or resources, including, but not limited to, Discord, Stripe, Twitter and eBay. Because Ayo has no control over such websites and resources, you acknowledge and agree that Ayo is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that Ayo shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.

14. Disclaimer Of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AYO HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. AYO MAKES NO WARRANTY THAT: (I) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (II) ANY CONTENT OBTAINED THROUGH THE SERVICES, OR THE SERVICES THEMSELVES (OR ANY PART THEREOF), WILL MEET YOUR EXPECTATIONS, OR (III) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. AYO IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR YOUR CONTENT, PRODUCTS, SERVICES, ACTIONS OR OMISSIONS IN CONNECTION WITH YOUR USE OF THE SERVICES; AND AYO WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT AYO HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE TRUTH OR ACCURACY OF ANY OF YOUR CONTENT OR LISTINGS, OR THE ABILITY OF ANY END USER TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of end users and/or third parties in connection with the Site or any Services to Ayo. Ayo, in its sole discretion, may, but shall not be obligated to, investigate the claim and take any action that it deems appropriate.

15. Limitation Of Liability

AYO SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AYO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US$100.00 IN THE AGGREGATE FOR ALL CLAIMS WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND AYO’S REASONABLE CONTROL. AYO SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. IN ADDITION, AYO IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE GATEWAY), AND AYO HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

16. Release

IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE AYO AND ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS, PARTNERS AND AGENTS, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER AYO CUSTOMERS OR END USERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR ANY EVENTS LISTED THEREON.

17. Privacy

All information provided by you or collected by Ayo in connection with the Services is governed by Ayo’s privacy notice (“Privacy Notice”), a copy of which is located at https://ayo.so/privacy, which is hereby incorporated by reference into and made a part of this TOS. Ayo strongly recommends that you review the Privacy Notice carefully. Further, any information submitted or provided by you to the Services may be publicly accessible. You should take care to protect private information or information that is important to you. Ayo shall not be responsible for protecting any such information and is not liable for the protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. Please be aware that if you decide to disclose personally identifiable information on the Services, this information may become public. Ayo does not control and shall not be responsible for the acts of you or any other users of the Services. You are solely responsible for having and displaying a legally compliant privacy policy to your end users.

18. Notice

Notices to you may be made via either e-mail or United States mail to the address below. You hereby consent to receiving notice via e-mail. The Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Services. Any notice from you to us shall be sent in writing to our mailing address at ADYNATO LLC 12100 Wilshire Boulevard Sawtelle, 8th Floor, Los Angeles, CA 90025

19. Trademark Information

The trademarks, service marks, and logos of Ayo (the "Ayo Trademarks") used and displayed in connection with the Services are registered and/or unregistered trademarks or service marks of Ayo. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks", and, collectively with Ayo Trademarks, the "Trademarks"). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Ayo specific for each such use. The Trademarks may not be used to disparage Ayo, any third party or Ayo’s or third party’s products or services, or in any manner (in Ayo’s sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Ayo approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Ayo Trademark shall inure to Ayo's benefit.

21. Miscellaneous

20.1. Entire Agreement. This TOS and the Privacy Notice constitutes the entire agreement between you and Ayo and governs your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Ayo on the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content, third party software or the Services in a manner other than as governed by this TOS.

20.2. Waiver. The failure or delay of Ayo to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever.

20.3. Severability. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this TOS shall remain in full force and effect.

20.4. Captions. The section captions in this TOS are for convenience only and have no legal or contractual effect.

Fair Use Policy

To ensure the best possible experience for all our users, we have implemented a Fair Use Policy. This policy is designed to prevent misuse of our services and ensure that all users have equal access to our resources. Users are expected to use our services in a reasonable manner, consistent with the intended use of the platform. We reserve the right to limit or restrict service for users who we determine are using the service excessively or inappropriately, including but not limited to:

  • Excessive API calls or requests that may negatively impact the performance of our services for other users
  • Automated or programmatic use of the services without prior written consent
  • Using the services to send spam or unsolicited messages
  • Attempting to circumvent any limitations or restrictions placed on the services
  • Any use of the services that violates applicable laws or regulations

We may, at our discretion, issue warnings, temporarily suspend, or permanently terminate accounts that violate this Fair Use Policy. We encourage users to contact us if they have any questions about their usage or this policy.