Global Terms of Service
Effective Date: 2026-03-24
These Global Terms of Service (“Terms”) govern the relationship between AllyHub, Inc. (“AllyHub,” “we,” “us,” “our”) and the entity or individual (“User,” “you,” “your”) using or accessing our website (allyhub.com), its associated subdomains along with any associated software applications and websites (all together, “Services”).
Please read the following content thoroughly and carefully. Particular attention should be paid to provisions that limit or exclude the liability of AllyHub, restrict Users’ rights, or stipulate the governing law and dispute resolution jurisdiction of these Terms. Clauses that may materially affect your rights and interests, including those that limit or exempt liability, may be highlighted in bold or otherwise marked for emphasis.
To use the Services, you must be at least eighteen (18) years old or meet the age requirements for using the Services in your place of residence, be of legal age to enter into a binding contract, and not a person prohibited from using these Services under the laws of the State of Delaware, United States, your place of residence, or any other applicable jurisdictions.
We are committed to providing a safe and secure platform for all users, including ensuring the protection of children from harmful content. You agree that you will not use these Services to create, share, distribute, or access any content that is unlawful, abusive, or harmful to children, including but not limited to child pornography, explicit depictions of minors, or any other content that violates child protection laws. If we become aware of any content that violates this policy, including the existence of child pornography or similar harmful material, we will take immediate action, including but not limited to reporting such content to appropriate authorities, removing the material from our Services, and suspending or terminating user accounts involved in such violations. You further agree to cooperate with us and law enforcement agencies in any investigations related to child exploitation, abuse, or the distribution of illegal content. Any attempt to exploit or harm minors in any way will result in immediate termination of access to the service and legal action, where appropriate. We maintain a zero-tolerance policy for any form of child exploitation or abuse, and we are dedicated to ensuring that our Services remain safe for all users.
You may not use the Services unless you have fully read, understood, and accepted all provisions of these Terms. If you do not agree to these Terms, in whole or in part, you must immediately discontinue use of the Services. By clicking “Agree,” using the Services, or otherwise explicitly or implicitly indicating your acceptance, you acknowledge that you have read, understood, and agreed to be bound by these Terms. Upon such acceptance, these Terms shall constitute a legally binding agreement between you and AllyHub. If you do not agree with, or are unable to fully understand, any part of these Terms or our interpretation thereof, you must stop accessing or using the Services immediately.
We may revise these Terms from time to time. You will be notified of any material changes through reasonable means within a reasonable period, and such notice will be deemed effective upon publication. It is your responsibility to regularly review the latest version, which will be made available on our website.
If you are located in the United States, please be aware that these Terms include a dispute resolution and arbitration clause, which contains provisions waiving class actions and jury trials, as well as a consolidated arbitration mechanism for 25 or more similar arbitration claims brought by individual claimants represented by the same or coordinated counsel. These provisions affect your rights under these Terms and in connection with any disputes you may have with us or related parties. You have the right to opt out of the binding arbitration and the waivers of class action and jury trial as outlined in Clause 11.3 below.
Please carefully review our Privacy Policy for detailed information on how we collect, protect, and use your personal data.
1 Artificial Intelligence
1.1 These Services are powered by generative Artificial Intelligence (“AI”) models and may also utilize additional models and services to deliver AI-generated technical and other related services. As AI and machine learning are rapidly advancing areas of research, you should be aware of the following when using or accessing the Services.
1.2 The content generated by these Services is for reference purposes only. You must not use the output as professional advice, for commercial use, or for any other purpose without our explicit permission.
1.3 Any decisions or actions you take based on the output content are solely at your own risk and responsibility. This includes risks related to the authenticity, accuracy, reliability, non-infringement, or fitness of the output content for any particular purpose, as well as risks arising from its commercial use. You are expected to maintain a scientific and rational understanding of generative AI technology and comply with all applicable laws when using it.
1.4 To the fullest extent permitted by applicable law, the Services are provided “as is” and “as available,” without any express or implied warranties or conditions, including but not limited to implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement. Specifically, AllyHub does not warrant that: (i) the Services will be uninterrupted; (ii) the Services will function properly on any particular device, system, or browser; (iii) the content generated will be accurate, complete, reliable, secure, useful, or timely; (iv) the Services have undergone comprehensive usability testing; (v) the Services are suitable for your use or that of any third party; or (vi) the Services fully comply with all applicable laws and regulations. You acknowledge and agree that the Services may contain errors, defects, or inaccuracies, and you should take appropriate safety precautions. AllyHub is not responsible for any costs related to repair or replacement of equipment or data resulting from your use of the Services. Your use of the Services is at your own risk. To the maximum extent allowed by law, AllyHub and its affiliates or partners disclaim any liability for the accuracy, completeness, or truthfulness of information provided through the Services. We are not liable for any errors, omissions, delays, or interruptions in data or information flow for any reason. We recommend that you do not rely excessively on the Services’ functionality or performance. You assume all risks and costs associated with the use of the Services. AllyHub shall not be held responsible for any consequences arising from your use of the Services, including technical issues related to internet connectivity such as slow speeds or network congestion, or any problems caused by telecommunications or internet providers. You agree that AllyHub is not liable for any direct or indirect damages, losses, or liabilities—including but not limited to loss of profits, goodwill, data, or use—that may arise from your use of AI services or reliance on AI-generated outputs.
2 Account Management
2.1 To access the Services, you must complete the account registration process on our website by following the on-screen instructions, providing the required information, and reading and accepting these Terms. Upon completing registration and login, you will become a User of the Services. By using the Services, you consent to our collection and use of information about you and your device to improve our products and deliver the Services. Where required by applicable laws and regulations, you must also provide identity verification information; otherwise, your access to or use of the Services may be restricted or denied. You are responsible for ensuring that all information you provide is accurate, valid, up-to-date, and complete, and you must promptly update any changes. You must not impersonate others or submit false or misleading information.
2.2 You are solely responsible for maintaining the confidentiality and security of your login credentials (such as your username, password, or access keys), and for any actions or activities carried out through your account. You must take appropriate measures to protect your account information and notify us immediately of any suspected unauthorized use or security breach. Any unauthorized access, password loss, or misuse of your account resulting from your failure to properly safeguard your credentials will be your sole responsibility.
2.3 You must not engage in malicious account registration, including but not limited to repeated or bulk registrations, registering accounts using another person’s identity, or any other registration activities not intended for the legitimate use of the Services. We reserve the right to suspend or disable your account if you violate these Terms.
2.4 All information you provide when registering for or using the Services—including but not limited to your name, avatar, and profile details—must comply with applicable laws and regulations, adhere to social ethics and customs, and reflect the principles of authenticity. The information must not contain any illegal or inappropriate content as defined by relevant laws. You are prohibited from using another person’s name, title, trade name, avatar, or any other identifying elements that may cause confusion. You must also refrain from infringing upon the lawful rights or interests of any third party.
2.5 Unless explicitly authorized by us, your registered account is for your personal use only. You are strictly prohibited from gifting, lending, renting, transferring, selling, or otherwise allowing any third party to access or use your account in any form without our prior consent. If we discover, or have reasonable grounds to suspect, that the account is being used by someone other than the original registrant, we reserve the right to immediately suspend or terminate access to the Services for that account and may permanently disable the account to protect its security.
2.6 If we determine that your account usage may violate applicable laws, regulations, or these Terms, or may compromise the security of your account and/or the information security of the Services, we may refuse to provide the relevant services. We also reserve the right to take actions including, but not limited to, suspending, restricting, deactivating, or permanently revoking your account, and to terminate these Terms accordingly. You will be solely responsible for any resulting losses, including but not limited to the deletion of any content associated with your account.
2.7 You may request to close your account by following the procedures provided by the Services. However, you remain fully responsible for any actions taken prior to the closure and during your use of the Services. Once the account is successfully closed, we will not, unless otherwise required by applicable laws or regulations, restore any account records, content, or other data. You are advised to proceed with account closure carefully.
2.8 You acknowledge and agree that, to optimize the use of account resources, if you fail to log in and use your account within a reasonable time after registration, or if your account remains inactive for more than six consecutive months and there are no ongoing, unexpired Services associated with it, we reserve the right to revoke the account. Once revoked, the account can no longer be used to access the Services, and any associated data—including content, entitlements, personalized settings, and usage history—will be permanently deleted and cannot be recovered.
3 Access and Use
3.1 Subject to these Terms and payment of any applicable fees, we grant you a worldwide, limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to access and use the Services. We reserve the right to modify, suspend, or discontinue any part of the Services at any time without prior notice. You agree not to use the Services in any manner that could impair their functionality or accessibility. All rights not expressly granted herein are reserved by AllyHub, and you must obtain explicit written consent from AllyHub before exercising any such rights. Failure by AllyHub to enforce any rights shall not be construed as a waiver. If you distribute or publish any output generated by the Services to third parties, you must (i) verify the authenticity and accuracy of the content to prevent the dissemination of false information; (ii) clearly disclose that the content is AI-generated to inform recipients of its synthetic nature; and (iii) refrain from publishing or sharing any content that violates the usage terms set forth in this agreement.
3.2 To access certain features of the Services, you may need to select and subscribe to one of the plans provided by AllyHub (“Plan” or “Plans”). If you choose to subscribe to any of our paid Plans, you agree to pay the applicable fees and taxes in U.S. Dollars or other currencies available to you on our Services. Failure to pay these fees and taxes may result in the termination of your access to the paid Services. You agree that if you purchase a subscription to any of the Services, we may store your payment method and continue billing it to avoid interruption of the Services; and we may calculate taxes payable by you based on the billing information you provide at the time of purchase. We reserve the right to change our subscriptions or adjust pricing for the Plans in any manner and at any time, as determined in our sole discretion. Any price changes or changes to your subscription will take effect following reasonable notice to you. We may, but are not obligated to, provide a free Plan. You may not create more than one account to benefit from the free Plan. If we believe you are not using the free Plan in good faith, we may stop providing you access to the Services. All subscriptions are payable in accordance with the payment terms in effect at the time the subscription becomes payable. Subscriptions will not be processed until payment has been received in full, and any holds on your account by any other payment processor are solely your responsibility. You may upgrade to a higher-tier or downgrade to a lower-tier Plan at any time. If you upgrade your Plan, remaining credits from the current Plan will be kept and upgrades will take immediate effect upon confirmation. If you downgrade your Plan, the downgrade will become effective only after the current subscription period concludes.
3.3 Your Account is intended for use by a single user only. These Services are designed for your personal and non-commercial use and should not be shared with other individuals unless explicitly permitted by your subscription Plan. For more information on the features and allowances of each Plan, please refer to our pricing page
3.4 We use Stripe and/or other service providers as our third-party service providers for payment services through our Services (e.g., card acceptance, merchant settlement, and related services) (“Payment Service Providers”). If you subscribe to any of our paid Plans, you will be required to provide your payment details and any additional information required to complete your order directly to our Payment Service Providers. You agree to be bound by the Terms of Service and Privacy Policy of these Payment Service Providers and hereby consent and authorize AllyHub and Payment Service Providers to share any information and payment instructions you provide with one or more Payment Service Providers to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Payment Service Providers and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Payment Service Providers use various fraud prevention protocols and industry-standard verification systems to reduce fraud, and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Payment Service Providers may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
3.5 The name, address, and VAT or Tax ID displayed on your invoice are based on the details in your Payment Service Providers payment information. To update this information for future invoices, you can modify your payment details directly through your Payment Service Providers account. Changes made to your payment details will only affect invoices issued after the update. Historical invoices cannot be modified due to tax compliance requirements. Please ensure all payment information entered during checkout is accurate and matches the details you want reflected on your invoice.
3.6 Sales tax, value-added tax (VAT) and/or other taxes may apply based on your billing location. Our Payment Service Providers automatically calculate applicable taxes during checkout using your billing information. The total amount, including taxes, is displayed before you complete your payment. If your organization qualifies for tax exemption, tick “I'm purchasing as a business” or wordings of similar meanings during checkout (if taxes apply). This will prompt fields to enter your tax ID, such as an EIN in the United States or a VAT number in applicable countries. This information will appear automatically on future invoices. Tax policies may change over time. Past tax-free purchases do not guarantee future transactions will remain tax-free.
3.7 You agree that if you subscribe to a paid Plan, your subscription will automatically renew at the subscription period frequency referenced on your subscription page (or monthly if not designated). Your payment method will be automatically charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, you must cancel your subscription before the subscription period renewal date. For subscriptions purchased through our website, please contact us at support@allyhub.ai. Alternatively, you may log into your account, click on settings and navigate to the usage page to change or cancel your subscription Plan. For subscriptions purchased on the mobile App from Apple’s App Store, please follow the steps listed on https://support.apple.com/en-us/118428 to manage your subscriptions.
3.8 Except as expressly set forth in these Terms, payments for any subscriptions to the Services are nonrefundable and there are no credits for partially used periods. Following any cancellation by you, however, you will continue to have access to the paid Services through the end of the subscription period for which payment has already been made. Notwithstanding the above, in the event of generation failure or if the content does not pass the review process, the credits consumed during the process will be automatically refunded.
3.9 If we offer you a trial Account for the paid portion of the Services, your trial period begins on the day you create the trial Account and lasts for the duration indicated in your free trial confirmation email (or 1 day if not specified). During the trial period, you can cancel at any time until the last day of the trial by following the cancellation procedures as provided by these Terms. If you do not cancel your trial Account by the end of the free trial period, and we have notified you that your Account will be converted to a paid subscription, you authorize us to charge your credit card or other designated billing method for continued use of the paid Services. You may cancel your subscription at any time in accordance with these Terms. If you cancel your trial Account or decide not to purchase a paid version of the Services at the end of your trial period, your content or data associated with your trial Account may no longer be available to you, and AllyHub may delete or remove any such content or data.
3.10 We may offer certain promotional codes, referral codes, discount codes, coupon codes, or similar offers (“Promotional Codes”) that may be redeemed for discounts on the Services or features or benefits related to the Services, subject to any additional terms that AllyHub establishes. You agree that Promotional Codes (i) must be used in a lawful manner; (ii) must be used for the intended audience and purposes; (iii) may not be duplicated, sold, or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by AllyHub; (iv) may be disabled or have additional conditions attached to them by AllyHub at any time for any reason without liability to AllyHub; (v) may only be used pursuant to the specific terms that AllyHub establishes for such Promotional Code; (vi) are not valid for cash or other credits or points; and (vii) may expire prior to your use.
3.11 From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.
3.12 You must not engage in the following activities directly or indirectly:
3.12.1 using the Services to input, upload, generate, execute, distribute, or disseminate any of the following content or materials: (i) malicious code such as viruses, worms, spyware, unauthorized adware, or other harmful software; (ii) software, programs, or routines that significantly degrade computer performance or create serious security risks; (iii) illegal, prohibited, discriminatory, fraudulent, deceptive, offensive, violent, pornographic, unethical, inappropriate, or harmful content, including but not limited to materials promoting terrorism or extremism, inciting terrorist or extremist acts, spreading rumors that disrupt social or economic order, distributing obscene, gambling-related, violent, homicidal, or terroristic content, inciting criminal behavior, defaming or insulting others, or infringing upon others’ reputation, privacy, or lawful rights; and (iv) any other content prohibited by applicable laws and regulations;
3.12.2 reverse engineering, decompiling, disassembling, modifying, creating derivative works of the Services, or attempting to obtain, derive, or enabling any third party to obtain or derive the source code of the Services, except as expressly permitted by applicable law;
3.12.3 removing, altering, or obscuring any terms of use, copyright notices, or other identifying disclaimers, whether contained within the Services or otherwise;
3.12.4 directly or indirectly stealing videos, graphics, user information, or any other data and content from the Services by any means, including but not limited to hotlinking, duplicate stealing, unauthorized scraping, simulated downloading, deep linking, spoofed registration, or similar methods;
3.12.5 accessing or using the Services via third-party software, plug-ins, add-ons, or systems not developed, authorized, or licensed by AllyHub, or interfering with, disrupting, modifying, or otherwise impairing the normal operation of the Services;
3.12.6 using or targeting the Services to engage in any activities that compromise or expose vulnerabilities in the security of our computer network or any third-party networks, including but not limited to unauthorized network intrusions, disruption of normal network operations, theft of network data, or other actions that threaten network security; providing programs, tools, or support to facilitate such activities; interfering with or damaging the normal functioning of the Services’ systems, software, or website; intentionally distributing malicious software, viruses, or programs; or otherwise engaging in acts that disrupt or destroy normal network information services;
3.12.7 conducting, or encouraging others to conduct, any load testing or penetration testing on the Services without our prior written consent;
3.12.8 using or engaging in data mining, crawling, bots, scraping, or similar automated data collection methods that impose an abnormal load on the Services inconsistent with typical human usage patterns;
3.12.9 using the Services for any illegal purposes that violate applicable laws, regulations, or regulatory policies, or infringe upon the legitimate rights and interests of third parties; or for any activities that may seriously harm physical health, mental well-being, society, or the economy, or violate ethical standards in science and technology; engaging in acts that infringe upon intellectual property rights, trade secrets, or other business ethics; or exploiting advantages in algorithms, data, platforms, or similar to engage in monopolistic or unfair competition practices;
3.12.10 exceeding the usage limits of the Services as communicated to you, or using the Services in a manner that excessively consumes resources or significantly impairs the quality of Services available to other users;
3.12.11 replicating, transferring, leasing, lending, selling, licensing, assigning, providing, or otherwise making the Services available to any third party, in whole or in part, without prior written authorization from AllyHub;
3.12.12 using the Services for any purposes classified as “prohibited” or “high-risk” under applicable laws and regulations, including but not limited to AI regulatory requirements across different jurisdictions;
3.12.13 using the Services in any other illegal manner or in ways that harm the legitimate rights or interests of AllyHub.
3.13 The Services may enforce usage restrictions on certain features or settings, including but not limited to access frequency, storage capacity, or other system resources. You agree to comply with all such restrictions, which may be modified or updated at any time. You must not attempt to bypass, evade, or circumvent these restrictions by any means, including but not limited to disguising your IP address, using proxy servers, or virtual private networks (VPNs).
3.14 You acknowledge and agree that the Services are provided “as-is,” based on current technology and conditions. While we strive to ensure the continuity and security of the Services, you understand that we cannot always anticipate or prevent technical and other risks, including but not limited to force majeure events, network failures, defects in third-party services or websites, and other factors that may cause service interruptions, limited functionality, or other losses and risks. You further agree that, to maintain overall service operation and platform security, we reserve the right to determine the scope and settings of the Services, and to modify, interrupt, suspend, or terminate the Services as circumstances require.
3.15 AllyHub reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that AllyHub will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. You may need to update third-party software from time to time in order to use our Services.
4 Input and Output
4.1 While using the Services, you may submit images, files, or other content or information (collectively referred to as “Input”) and receive content generated in response (“Output”)
4.2 To the extent permitted by applicable law and subject to these Terms, you retain ownership rights over both the Input and the Output. Subject to your compliance with these Terms, we do not restrict your commercial use of your Output as long as you subscribed to one of our paid Plans. However, due to the nature of artificial intelligence, the Output may not be unique to you, and other users may receive identical or similar Output. Our Services may incorporate third-party software, products, or services, and some Outputs may originate from these third parties. Such third-party services and Outputs are governed by their own terms, for which we assume no responsibility.
4.3 When you submit your Input and/or Output to be publicly posted on or in the Services, including when you make available your Input and/or Output for access or use by other Users, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display such Input and/or Output (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in such Input and/or Output. You warrant that the holder of any worldwide intellectual property right, including moral rights, in such Input and/or Output, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
4.4 You are solely responsible for ensuring that any Input you submit is lawful, reliable, complete, accurate, and of appropriate quality. You must not include unauthorized sensitive or confidential information, personal data, access keys, passwords, usernames, or any personal account or invitation details in your Input.
4.5 All Output generated by the Services is produced by artificial intelligence models and may contain errors or omissions. The Output is provided for reference purposes only and should not be considered professional advice or relied upon as a basis for any action or inaction. You are expected to maintain a scientific and rational understanding of generative AI technology and to use it in compliance with applicable laws.
5 Intellectual Property
5.1 “Intellectual Property Rights” means patents, invention rights, copyrights and related rights, moral rights, data rights and database rights, software code rights, domain names, trademarks, logos, trade names, goodwill rights and protection against passing off, design rights, trade secrets, and any other intellectual property rights, whether registered or unregistered. This definition includes all applications (and rights to apply) for such rights, renewals, extensions, and rights to claim priority. It also covers all similar or equivalent rights and protections that now exist or may exist in the future worldwide.
5.2 Subject to applicable law, you or the rightful owner retain the Intellectual Property Rights in the Input you submit. AllyHub does not claim ownership over your Input or the resulting Output, except where the Input or Output includes content in which AllyHub holds Intellectual Property Rights or other legitimate interests.
5.3 AllyHub retains all rights, title, and interest in and to its products and the Services, including any updates, enhancements, or modifications thereto (collectively, “AllyHub’s Intellectual Property”), along with all associated Intellectual Property Rights. Your use of the Services is granted on a limited-access basis, and no ownership of AllyHub’s Intellectual Property is transferred to you. Names, logos, or trademarks of other companies, products, or services that may appear within the Services are the property of their respective owners and may or may not imply any endorsement, affiliation, or association with AllyHub.
5.4 You may not use any of AllyHub’s trademarks, service marks, trade names, domain names, website names, logos (LOGOs), URLs, or other distinctive brand identifiers (collectively, “Brands”), including but not limited to the name “AllyHub,” without our prior written consent. You are prohibited from misusing, applying to register, or registering any of these Brands—whether individually or in combination with other elements—as trademarks or domain names. Any unauthorized use that results in losses to AllyHub or third parties will make you fully liable for all related legal consequences.
5.5 You agree to grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to host, use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, including on a through-to-the-audience basis, your Input and/or Output, in whole or in part, for the purposes of operating and providing the Services to you and to our other registered users. You acknowledge that any Input and/or Output you submit to public areas of the Services may be searched for, viewed, used, modified, and reproduced by other registered users.
5.6 AllyHub may use your Input and/or Output to generate data, insights, statistics, and other information related to the use and performance of the Services. Such data may be used to enhance and optimize the Services, or for other lawful purposes, in accordance with applicable laws.
5.7 The Services may include intellectual property owned by third parties, such as open-source software, which may be provided to you under separate terms and conditions (“Third-Party Terms”) that differ from those in this Agreement. You will be informed of any applicable Third-Party Terms and agree to comply with them, including any obligations to make payments directly to the respective third parties. AllyHub does not assume responsibility for any third-party intellectual property incorporated into the Services, and you acknowledge that AllyHub shall not be liable for any losses, damages, costs, or expenses arising from your use of such third-party content or your obligations under any Third-Party Terms.
5.8 Any questions, comments, suggestions, ideas, feedback, emails, or other communications you submit to us in connection with the Services (“Submissions”) may be used and shared by us for various purposes. We reserve the right to utilize such Submissions without restriction, including for improvement, development, marketing, or other business purposes.
6 Trade Control Laws
6.1 You, your owners, directors, managers, supervisors, employees, contractors, delegates, agents and affiliates will comply with all applicable laws and regulations related to export, import, economic sanctions, antiboycott, trade embargoes, restrictive measures or subject matters of similar nature imposed, administered or enforced from time to time by the United Nations, the United States, the European Union and/or any of its Member States, the United Kingdom, China and/or other jurisdictions, and/or the respective governmental authorities of any of the foregoing, including but not limited to: the Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security); the Foreign Trade Regulations administered by the U.S. Department of Commerce’s Bureau of the Census, the U.S. Customs and Border Protection regulations administered by the U.S Department of Homeland Security; the International Traffic in Arms Regulations administered by the U.S. Department of State's Directorate of Defense Trade Controls; economic sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “Trade Controls”). You will comply with, and be solely responsible for compliance with, all applicable Trade Controls related to your access to and use of Offerings and your Projects and User Content, and you will establish and maintain controls, policies and procedures to comply with applicable Trade Controls. You will not cause us to violate any applicable Trade Controls by any means.
6.2 You confirm that none of you, your owners, directors, managers, supervisors, employees, contractors, delegates, agents or affiliates: (a) are individuals or entities identified on, or owned or controlled by or acting on behalf of entities identified on applicable Trade Controls restricted party lists (including without limitation, the List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, Denied Persons List, Unverified List, Entity List, and Military End User List) (collectively, “Restricted Parties”), (b) do business in countries or regions subject to comprehensive Trade Controls, including without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine, (“Sanctioned Countries”) or with government-affiliated entities in Sanctioned Countries, (c) are entities owned or controlled by one or more Restricted Parties or parties engaging in activities described under subclause (b) aforementioned, including without limitation, an entity that is owned 50 percent or more, directly or indirectly, individually or in aggregate, by one or more listed entities on the Entity List, the Military End User List, or the List of Specially Designated Nationals and Blocked Persons, or (d) Will engage in or facilitate any activities with Sanctioned Countries or Restricted Parties. You must immediately notify us in writing if changes have occurred to any of the foregoing.
6.3 Neither you, your owners, directors, managers, supervisors, employees, contractors, delegates, agents or affiliates, will directly or indirectly (i) engage in or facilitate activities directly or indirectly related to any end-uses that are restricted by Trade Controls (including but not limited to nuclear, missiles, chemical or biological weapons end-uses) or (ii) export, re-export, store, host or otherwise transfer your data (or data made available to you), information, services or other activities subject to any applicable export licensing requirement or authorization under Trade Controls without obtaining the appropriate export license or authorization, and will at all times comply with the terms and conditions of such export licenses and authorizations. Upon request, you will notify us of the applicable export control classifications applicable to your products, software and technology, and any export licenses or authorizations.
7 Terms and Termination
7.1 We reserve the right to suspend or terminate your account at any time and for any reason, including but not limited to violations of these Terms. Upon termination, your access to the Services will be immediately revoked. These Terms will remain in full force and effect for the duration of your use of the Services.
7.2 You may terminate your use of the Services at any time by ceasing to access them. We also reserve the right to suspend or terminate your account or access to the Services at our discretion, including for any breach of these Terms. Such termination or suspension may lead to the loss or deletion of all data and information associated with your account.
8 Liabilities
8.1 If you breach these Terms, AllyHub reserves the right, at its sole discretion, to suspend or terminate your access to all or part of the Services without prior notice. This may include restricting your use, disabling your account, or ending service provision entirely. You are solely responsible for any resulting losses or damages, including but not limited to the deletion of content, virtual assets, and user privileges tied to your account, the inability to access the Services, or any related consequences.
8.2 You may be held legally liable in various forms, including but not limited to full compensation for damages, issuance of public apologies, mitigation of adverse effects, and restitution of property. If your actions result in losses to AllyHub, you shall be fully responsible for covering such losses. This includes both direct damages, such as administrative fines or penalties, and indirect damages, such as reputational harm, settlement amounts, legal fees, and litigation costs.
8.3 You fully acknowledge that providing tangible goods, cash, cash equivalents, labor, travel, or other benefits with values substantially exceeding the scope of normal business negotiations to AllyHub’s employees, consultants, or other personnel constitutes commercial bribery. In such cases, AllyHub reserves the right to immediately terminate all cooperation with you and pursue legal action.
8.4 We reserve the right to publicly disclose information regarding the resolution of your violations of these Terms, as well as any other confirmed violations of laws or regulations substantiated by effective legal documents issued by state administrative or judicial authorities. In cases of suspected legal or regulatory violations, we are obligated to retain relevant records, report to the appropriate governmental agencies, and cooperate fully with any investigations.
9 Limitations of Liability, Disclaimers, and Indemnities
9.1 Because the laws of different countries or regions differ from some other laws, these Terms include one clause that applies only if you are located in the European Economic Area (“EEA”), United Kingdom and Switzerland (collectively, the “EEA+” areas) (clause 9.2) and one clause that applies only if you are located other country or region (clause 9.3).
9.2 If you are located in the EEA+
9.2.1 This clause 9.2 only applies if you are located in the EEA+. Provided that we have acted with professional diligence, we do not take responsibility for loss or damage, unless it is: (i) caused by our breach of these Terms; or (ii) reasonably foreseeable at the time of entering into these Terms (i.e., it is obvious that it will happen or, at the time that you and we entered into these Terms, it is known that it might happen). Nothing in these Terms is intended to exclude or limit our liability for death or personal injury, fraud, fraudulent misrepresentation or any liability that cannot be excluded by law.
9.2.2 Notwithstanding anything else in these Terms, we will adhere to the following procedure if we suspect that you have breached these Terms. First, we may investigate and, while we do so, we may suspend your access to the Services, acting reasonably and objectively depending on the seriousness of the suspected breach and only to the extent permitted by applicable law and in accordance with any legal obligations. We might then decide to temporarily suspend or permanently terminate your access to the Services if: (i) we determine, acting reasonably and objectively, and in accordance with applicable law, that you are in material or repeated breach of these Terms; (ii) we have objective grounds to reasonably believe that you are about to seriously breach these Terms; (iii) we are legally required to do so; or (iv) we have objective grounds to reasonably believe that it is required in response to dealing with a serious technical or security issue. If you think we have made a mistake in suspending or terminating your access to the Services, you can appeal our decision by writing to us at support@allyhub.ai. We will then review our decision and decide again.
If you are located in other country or region
9.3.1 This clause 9.3 only applies if you are located outside of the EEA+ (as per clause 9.2).
9.3.2 NO WARRANTIES OR CONDITIONS: THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “SOLELY AT YOUR OWN RISK”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE INFORMATION, CONTENT AND SERVICES RELATED TO THE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, AND OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND LICENSORS (COLLECTIVELY, “AllyHub PARTIES”) HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SERVICES.
9.3.3 LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, AllyHub PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY, LIQUIDATED, PUNITIVE OR OTHER SIMILAR DAMAGES, OR ANY DAMAGES IN EXCESS OF ACTUAL HARM, INCLUDING LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF DATA OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, THE SERVICES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3.4 Access at our Discretion: To the fullest extent permitted by applicable law, we may limit, suspend, modify or terminate your access to the Services, at our sole discretion, at any time and without notice to you, including if you are, or we suspect that you are, failing or will soon fail to comply with any of these Terms or for any actual or suspected illegal or improper conduct. Any such termination or suspension will not affect any other rights we may have under applicable laws.
9.3.5 Defense and Indemnification: You agree to defend AllyHub Parties from any claim, demand, allegation, investigation, lawsuit, proceeding or other dispute asserted by any third party resulting from or arising out of your use the Services, or any breach by you of these Terms. You also agree to indemnify and hold harmless each AllyHub Party against any damages, liabilities, assessments, losses, costs, and other expenses (including reasonable attorneys’ fees and legal expenses) incurred by that AllyHub Party relating to any such dispute. We will notify you promptly of any such dispute, and will provide you with reasonable assistance, at your expense, in defending any such dispute, except that failure to provide such notice will not release you from any obligations hereunder except to the extent that you are materially prejudiced by such failure.
9.3.6 Exception: Nothing in these Terms shall exclude or restrict any liability resulting from our gross negligence or willful misconduct, or any liability that cannot be excluded by law.
9.4 You represent and warrant that: (i) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist-supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
9.5 The Services may contain links to other independent websites, resources or services not provided by us. Such independent websites, resources or services are beyond our control, and we do not guarantee their continued availability. You acknowledge that we do not pre-screen or review any such third-party content and are not responsible for the content of these websites, resources, services or third-party materials, including any errors or omissions, nor are we liable for any losses or damages of any kind resulting from the use of such content. Links to such external websites, resources or services are provided without implying any endorsement or association with their operators or promoters. There may be separate agreements or rules for such external websites, resources or services. Please read and agree to the relevant separate agreements or rules before using such service. When you are using the said websites, resources or services provided by third parties, in addition to complying with these Terms and other relevant rules, you may also be required to carefully read, agree to, and comply with the third party’s agreements and relevant rules. Any dispute, loss or damage arising from the third party’s products or services shall be resolved between you and the third party in accordance with the relevant agreements.
9.6 The Services are constantly changed and improved by AllyHub. We will make our best effort to serve you and ensure the consistency and security of our Services. You acknowledge and agree that we may choose to suspend, interrupt and terminate full or partial of the Services based on our own business decisions, government actions, force majeure and other reasons. If such circumstances occur, we will notify you in advance through reasonable means and within a reasonable period, and except as otherwise provided by applicable laws and regulations, we are not liable for the losses caused to you thereby. In the event of a merger, division, acquisition, or asset transfer of AllyHub, we may transfer partially or wholly the Services and the corresponding rights and obligations under these Terms to a third party for operation or performance. The specific transferee shall be subject to the notice by us. We reserve the right to interrupt or terminate the provision of Services to you without notice if any of the following circumstances occur:
9.6.1 Where, according to the provisions of laws and regulations you should submit true information, but the personal information you provide is not true, or is inconsistent with the information at the time of registration and you fail to provide reasonable proof;
9.6.2 Where you have violated the provisions of relevant laws and regulations or the clauses of these Terms;
9.6.3 Where such interruption or termination is in accordance with the provisions of laws and regulations, or at the request of the judiciary or competent authorities; or
9.6.4 Where such interruption or termination is required for security reasons or other necessary.
10 Governing Law and Jurisdiction
For Non-US Users
10.1 If you are based outside the United States, the place of signing these Terms is Singapore.
10.2 The execution, effectiveness, amendment, termination of, and any dispute concerning these Terms shall be governed by the laws of Singapore (excluding its conflict of law rules).
10.3 If any dispute or controversy arises between you and AllyHub, it shall be resolved through negotiation between AllyHub and you. If the negotiation fails, you agree to submit the dispute or controversy arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, to and finally resolved by binding arbitration in the State of Delaware, United States, in accordance with the rules of the American Arbitration Association (AAA). The seat of the arbitration shall be Delaware, United States. The law governing this arbitration agreement shall be the laws of the State of Delaware, United States.
For U.S. Users
10.4 If you are based in the United States, the formation, enforceability, amendment, termination of, and any dispute concerning these Terms shall be governed by the laws of the State in which you reside in the United States; provided, however, that the arbitration provisions herein shall be governed by the Federal Arbitration Act and the American Arbitration Association (“AAA”) Consumer Arbitration Rules and Consumer Mass Arbitration Supplementary Rules (the “AAA Rules,”), or in the event that the AAA declines or is otherwise unable to administer the arbitration for any reason, the National Arbitration and Mediation’s (“NAM”) Comprehensive Dispute Resolution Rules and Procedures and Supplemental Rules for Mass Arbitration Filings, as modified by the arbitration provisions herein and as described more fully below.
11 DISPUTE RESOLUTION BY BINDING ARBITRATION FOR PERSONS LOCATED IN THE USA
YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO OPT OUT OF THIS PROVISION AS PROVIDED IN CLAUSE 11.3 BELOW.
11.1 Election to Arbitrate. If you are located in the USA, you and we agree that the sole and exclusive forum and remedy for resolution of a Claim shall be final and binding arbitration pursuant to this section 10 (the “Arbitration Provision”), except:
11.1.1 If you opt out as provided in clause 11.3 below;
11.1.2 Claims that are within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, in which case you and we agree to pursue such Claims in a small claims court only on an individual (non-class, non-representative) basis;
11.1.3 Claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
11.1.4 Claims where both injunctive relief (including public injunctive relief) and non-injunctive relief are sought, in which you and we will first submit the Claim for non-injunctive relief to arbitration pursuant to this binding Arbitration Provision. The arbitrator will not be permitted to grant injunctive relief (unless the parties mutually agree otherwise). Once the arbitration of the Claim for non-injunctive relief has concluded, you and/or we may seek the injunctive relief (including the public injunctive relief) in court to the extent permitted by law.
As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through, affiliated with, or connected with you), on the one hand, and us (or persons claiming through, affiliated with, or connected with us) on the other hand, regardless of whether the claim arose before these Terms existed, relating to or arising out of your use (or lack of use) of, access (or lack of access) to, or a purchase from any products or services provided by us, any advertising, promotion or labeling by us, interactions or communications between or among you and us, these Terms, and/or the activities or relationships that involve, led to, or result from these Terms, including (except to the extent provided otherwise in clauses 11.4, 11.8 and 11.9 below) the validity or enforceability of this Arbitration Provision, any part thereof, or these Terms in their entirety. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
11.2 Applicability of the Federal Arbitration Act; Arbitrator’s Powers. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply the substantive law of the State in which you reside in the United States consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable laws of the State in which you reside in the United States, subject to the limitations set forth in this Arbitration Provision or these Terms. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
11.3 Opt-Out of Arbitration Provision. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to support@allyhub.ai within 45 days of the date of your electronic acceptance of these Terms. The opt out notice must clearly state that you are rejecting arbitration; provide your name, address, email address and telephone number; and be signed by you (which signature may be applied by including your name at the end of the email). No other methods can be used to opt out of this Arbitration Provision. If the opt out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on your behalf in the form of a notarized power of attorney. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions and/or class action waiver, we also will not be bound by them.
11.4 Mandatory Informal Dispute Resolution. If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You and we agree that good faith informal efforts to resolve any Claim is mutually beneficial to both parties. You and we therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a Claim is within the jurisdiction of a small claims court), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Claim covered by this Arbitration Provision (“Informal Dispute Resolution Conference”). If you or we are represented by counsel, your or our counsel may participate in the conference, but you also agree to participate in the conference, and we agree to have a non-attorney representative participate in the conference. The party initiating a Claim must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”). Notice to us that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@allyhub.ai with the subject line “Dispute Notice.” The Notice must include: (1) your name, (2) address, (3) if available, the email address used with us, (4) user ID, (5) if available, the confirmation or other information for the transaction that is the subject of the complaint, (6) the date of the transaction, if applicable, (7) a brief description of the nature of the complaint, and (8) the resolution you seek (together, the “Required Information”). If your Dispute Notice does not contain all of the Required Information (or an explanation of why you are unable to include it), then the Dispute Notice shall be without effect, and must be resubmitted before any arbitration or other legal action against us can be initiated. This requirement is intended to inform us that you have a complaint to be resolved. We will send you the same information, if applicable, if we initiate a Claim.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Claim, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree otherwise; multiple individuals initiating a Claim cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. You and we agree to try for sixty (60) days from the date of the Dispute Notice to resolve the dispute informally, including participating in at least one Informal Dispute Resolution Conference during that sixty (60) day period. Seeking to resolve the dispute informally for a period of sixty (60) days and engaging in at least one Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section. Any dispute about the validity of, enforceability of, and compliance with this clause 11.4 relating to the mandatory informal dispute resolution requirements shall be determined exclusively by a court and not by the administrator or any arbitrator.
11.5 Arbitration Procedures. The party initiating arbitration shall do so with the AAA. If, and only if, the AAA declines for any reason to administer the arbitration or is otherwise unable to administer the arbitration for any reason, you agree that, alternatively, the arbitration will be administered by the NAM. Any hearing will be conducted virtually unless the arbitrator determines that a party’s right to a fundamentally fair process would be impaired without an in-person hearing. The arbitration shall be conducted according to the rules and policies of the administrator used, except to the extent the rules conflict with this Arbitration Provision or are prohibited by any countervailing law. You may obtain copies of the current rules, forms, and instructions for initiating an arbitration with the AAA by contacting the AAA as follows: on the web at https://www.adr.org/ or by writing to American Arbitration Association, Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043. You may obtain copies of the current rules, forms, and instructions for initiating an arbitration with NAM at https://www.namadr.com/resources/rules-fees-forms/. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control if not prohibited by countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be conducted by one arbitrator, who will be selected by the parties from the administrator’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Arbitration Notice, then the administrator will appoint the arbitrator in accordance with the applicable administrator rules. You agree that the arbitration will be conducted in the English language. In the case of an in-person hearing, such hearing will be held in the United States county where you live, or any other location we agree to. You and we agree that, in the event of an in-person hearing, any employee, witness or representative of ours and any witnesses of yours who resides more than 150 miles from the location of the in-person hearing and who is participating in the hearing, may participate by telephone or video conference, and his or her physical presence shall not be required. Ordinarily, pre-hearing information exchanges will be limited to the reasonable production of non-privileged documents directly relevant to the dispute.
Unless the arbitrator determines that an additional form of information exchange is necessary to provide for a fundamentally fair process, those documents will be limited to your account records and communications directly related to the transactions between you and us that are the subject of your dispute. Any issues regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator, and the arbitrator’s determination shall be conclusive. Any arbitration shall be confidential, and neither party may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award.
11.6 Arbitration Fees. Each party will be responsible for its, his, or her own initiation fees for arbitration, but if your entire Claim is for less than $1,000, we shall reimburse you for the filing fee upon written request for reimbursement with documentation of insufficient funds to pay the fee. In the event that you are able to demonstrate that the costs of arbitration would be prohibitive as compared to costs of litigation, we will pay as much of the fees and costs in connection with the arbitration as the arbitrator deems necessary in order to prevent the arbitration from being cost-prohibitive as compared to the costs of litigation. In the event that the AAA’s Consumer Mass Arbitration and Mediation Fee Schedule (which is available at AAA’s website) or the mass arbitration fee schedule of another administrator applies, such fee schedule will take precedence over any other statement in these Terms to the extent required by the AAA or another administrator, unless you are able to demonstrate that the costs of arbitration would be prohibitive as compared to costs of litigation, in which case we shall reimburse you for the filing fee upon written request for reimbursement with documentation of insufficient funds to pay the fee.
We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the fees and expenses for their respective attorneys, experts, and witnesses, and for preparation and presentation of evidence at the arbitration, except as otherwise required by law. If a statute gives you or us the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
11.7 Arbitration Award and Appeals. Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitration administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not appealed, and any panel award on appeal, shall be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.
11.8 Batch Arbitration. Notwithstanding any provision to the contrary in the foregoing, and to the maximum extent permitted by applicable law, you and we agree that, in the event 25 or more claimants submit similar arbitration demands (those asserting the same or similar facts or claims, and seeking the same or substantially similar relief), the parties are represented by the same or coordinated counsel (“Mass Filing”), the following rules shall apply:
11.8.1 The administrator shall administer the arbitration demands in batches of 100 demands per batch (or as close as possible to 100, where there are fewer than 100 demands to fill a batch) with one set of filing and administrative fees due per side per batch.
11.8.2 For each such batch, the administrator shall appoint a single merits arbitrator.
11.8.3 The administrator shall have the discretion to reduce any applicable fees, costs, and expenses.
11.8.4 Batches may be arbitrated concurrently. Arbitration awards in one batch shall have no precedential effect on subsequently administered batches.
11.8.5 You and we shall cooperate with one another and with the administrator to implement this batch arbitration process in good faith, in the interests of minimizing the costs of arbitration. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by the administrator.
11.8.6 For matters and issues not covered by this Arbitration Provision, the administrator’s mass arbitration rules and procedures shall apply. To the extent this Arbitration Provision and the administrator’s mass arbitration rules conflict, this Arbitration Provision shall control.
This batch provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of the administrator’s mass arbitration rules or as authorizing class arbitration of any kind.
Notwithstanding the foregoing, any challenge by a party to the applicability, validity, or enforceability of this batch arbitration provision shall be decided only by a court of competent jurisdiction and not by an arbitrator. In the event that this batch arbitration provision is found to be invalid or unenforceable, or in the event that the administrator declines to implement this batch arbitration provision for any reason, the entire Arbitration Provision shall be of no force and effect when 25 or more individual claimants submit similar arbitration demands (those asserting the same or similar facts or claims, and seeking the same or substantially similar relief), and the parties are represented by the same or coordinated counsel. The class action waiver, as described below, however, will still apply to the extent permitted by law.
11.9 No Class Actions. YOU AND WE EACH AGREE THAT NO ARBITRATION OR LITIGATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION OR LITIGATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS, REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Nothing in these Terms will prevent you from seeking public injunctive relief separately from arbitration in court, and any such application will not be deemed incompatible with the Arbitration Provision or as a waiver of the right to arbitrate your individual claims. You and we agree that any claims for damages and/or any relief other than public injunctive relief must be heard in arbitration first, with any claims seeking a remedy of public injunctive relief in court proceeding only after the arbitration of all arbitrable Claims, and any claims or portions of claims seeking a remedy of public injunctive relief will be stayed pending the outcome of the arbitration pursuant to section 3 of the FAA. If you file a lawsuit in court seeking public injunctive relief before meeting the preconditions of the Mandatory Informal Dispute Resolution process or the Arbitration Provision, you will be waiving your right to seek damages from us or our affiliates relating to any Claims governed by these Terms. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction.
No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this No Class Actions clause, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of the prohibition in this clause 11.9 from proceeding in arbitration on a class, representative or collective basis shall be determined exclusively by a court and not by the administrator or any arbitrator. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
11.10 Survival and Severability of Arbitration Provision. This Arbitration Provision shall survive the termination of these Terms. If any portion of this Arbitration Provision other than the batch arbitration provision in clause 11.9 and the prohibition on bringing class or collective actions in arbitration as set forth in clause 11.9 is deemed invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. For the avoidance of doubt, this means that, if clause 11.8 on batch arbitration is found under the law to be invalid or unenforceable in the event that 25 or more individual claimants submit similar arbitration demands and are represented by the same or coordinated counsel, or if clause 11.9 on the prohibition on bring class or collective actions is found under the law to be invalid or unenforceable to any extent, then you agree that the entire Arbitration Provision shall be of no force and effect. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.
11.11 No Jury Trials. To the extent permitted by applicable law, you and we both agree to waive our right to a jury trial.
11.12 WAIVER OF RIGHT TO LITIGATE. You understand that by agreeing to these Terms of Service, YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all Claims shall be resolved by arbitration under this Arbitration Provision, except as specified in clause 11.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
12 Miscellaneous
12.1 The headings of all clauses in these Terms are provided solely for convenience and readability. They hold no substantive meaning and must not be used as a basis for interpreting the provisions of these Terms.
12.2 If any provision of these Terms is deemed unenforceable or invalid, such provision shall be modified and construed to the fullest extent permitted by applicable law to achieve its intended purpose. All other provisions shall remain in full force and effect.
12.3 Except as otherwise provided herein, failure to exercise any right or enforce any obligation under these Terms shall not prevent a party from exercising such right or enforcing such obligation at any later time, nor shall any waiver of a breach be deemed a waiver of any subsequent breach.
12.4 If you have any comments or suggestions regarding these Terms, you may submit your feedback by contacting us at support@allyhub.ai, and we will offer you the necessary support.