Terms and Conditions

Effective: September 24, 2024

Thank you for using Aidon.ai, a software platform created and commercialized by Aidon Ltd (“Aidon”), which has for mission to empower its business customers worldwide to tackle business challenges with unmatched reliability and efficiency using Aidon.ai.

These Terms of Use apply to your use of Aidon.ai, a generative AI platform that seamlessly bridges strategy and execution using large language models from third parties, including Open AI – Chat GPT, Anthropic – Claude, Google Gemini – Bard, Mistral – Le Chat, Groq, and Perplexity.

These Terms form an agreement (“Agreement”) between you and Aidon Ltd, a New Zealand company, and they include important provisions for resolving disputes through arbitration. By using Aidon.ai, you agree to these Terms.

1. Services

1.1 Use of Services.

We grant you a non-exclusive right to access and use Aidon.ai and any of its related services during the Term (as defined below).

1.2 Responsibilities for Your Account

You must provide accurate and up-to-date account information. You are responsible for all activities that occur under your account, including the activities of any end user (each, an “End User”) who is provisioned with an account under your account (an “End User Account”). You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account or any End User Account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services.

1.3 Minimum Age

You must be at least 18 years old, or the minimum age required in your country to consent to use our Services.

1.4 Third-Party Services

Our services include third-party services from large language model vendors, including Open AI – Chat GPT, Anthropic – Claude, Google Gemini – Bard, Mistral – Le Chat, Groq, and Perplexity. By using the large language models provided by third-party vendors on the Aidon.ai platform, you also agree to comply with their respective terms and conditions.

1.5 Accuracy.

Artificial intelligence and machine learning are rapidly evolving fields of study. Our third-party vendors are constantly working to improve their services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, the use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.

When you use our Services, you understand and agree that:

Outputs may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
You must evaluate Outputs for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from our Services.
You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
Our Services may provide incomplete, incorrect, or offensive Output that does not represent Aidon’s views. If an Output references any third-party services, it doesn’t mean the third-party endorses or is affiliated with Aidon.

2. Restrictions

We own all rights, titles, and interests in and to our Services. You only receive rights to use our Services as explicitly granted in this Agreement. You will not, and will not permit your End Users to:

use our Services or Customer Content (as defined in Section 3 of this Agreement) in a manner that violates any applicable laws or Aidon policies,
use our Services or Customer Content in a manner that infringes, misappropriates, or otherwise violates any third party’s rights,
upload, download, submit, or otherwise distribute any personal information of children under 18 or the applicable age of digital consent or allow minors to use our Services without consent from their parent or guardian,
upload, download, submit, or otherwise distribute any information or document that infringes any patent, trademark, trade secret, copyright, or other rights,
upload, download, submit, or otherwise distribute that you know to be false, misleading, untruthful, or inaccurate,
upload, download, submit, or otherwise distribute documents that contain or depict nudity or sexual activity,
upload, download, submit, or otherwise distribute documents or information that constitutes unauthorized or unsolicited advertising, spam, junk, or bulk messaging,
upload, download, submit, or otherwise distribute documents or information that contains any software viruses, or any content that interferes with or disrupts any Service,
impersonate any person, an employee of Aidon, entity, or Aidon other than You and your End-Users,
restrict or inhibit any Aidon client from using the Services.
make personal attacks against private individuals and groups.
upload, download, submit, or otherwise distribute document or information that is unlawful, harmful, threatening, abusive, inflammatory, harassing, tortious, defamatory, fraudulent, vulgar, obscene, libelous, invasive of another's privacy or publicity rights, hateful, or racially, ethnically, or otherwise determined by Aidon, in its sole discretion, to be objectionable.
reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of our Services, algorithms, and systems of our Services.
use Output (as defined below) to develop any artificial intelligence models that compete with Aidon.ai, our services, and with the large language models from third parties used by our Services.
use any method to extract data from our Services other than as permitted through the APIs of Aidon.ai.
buy, sell, or transfer API keys related to our Services from, to, or with a third party.
modify, copy, lease, sell, or distribute any of our Services, without our written consent.
represent that an Output was human-generated when it was not.
interfere with or disrupt our Services, including circumventing any rate limits or restrictions or bypassing any protective measures or safety mitigations we put on our Services.

3. Content

3.1 Customer Content

You and your End Users may provide input to our Services (“Input”) and receive output from our Services based on the Input (“Output”). We call Input and Output together “Customer Content.” As between you and Aidon, and to the extent permitted by applicable law, you (a) retain all ownership rights in Inputs and (b) own all Outputs. We hereby assign to you all our rights, titles, and interests, if any, in and to an Output.

3.2 Our Obligations for Customer Content

We will process and store Customer Content, as described in Section 5. We will only use Customer Content as necessary to provide you with our Services and comply with applicable laws. We do not use Customer Content to develop or enhance our Services, and we will never sell Customer Content to third parties.

3.3 Your Obligations for Customer Content

You are responsible for all Inputs and represent and warrant that you have all rights, licenses, and permissions required to provide Inputs to our Services. You are solely responsible for all use of the Outputs and evaluating the Outputs for accuracy and appropriateness for your use case, including by using human review as appropriate.

3.4 Similarity of Output

You acknowledge that due to the nature of our Services and generative artificial intelligence generally, an Output may not be unique and other users may receive similar content from our services. Responses that are requested by and generated for other users are not considered your Output. Our assignment of Output above does not extend to other users’ Outputs or any content delivered as part of a Third-Party Offering.

4. Confidentiality

4.1 Use and Nondisclosure

“Confidential Information” means any business, technical information, financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Customer Content. Recipient agrees it will: (a) only use Discloser's Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.

4.2 Exceptions

The obligations in Section 4.1 do not apply to any information that (a) is or becomes generally available to the public through no fault of Recipient, (b) was in Recipient’s possession or known by it prior to receipt from Discloser, (c) was rightfully disclosed to Recipient without restriction by a third party, or (d) was independently developed without the use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. Recipient will be responsible for any breach of this Section 4 by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.

5. Security

5.1 Our Security Program

We will maintain an information security program (including the adoption and enforcement of internal procedures) designed to (a) protect our Services and Customer Content against accidental or unlawful loss, access, or disclosure, and (b) identify reasonably foreseeable and internal risks to security and unauthorized access.

5.2 Our Security Obligations

As part of our information security program, we will: (a) implement and enforce policies related to electronic, network, and physical monitoring and data storage, transfer, and access; (b) deploy production infrastructure behind VPNs where possible; (c) require multi-factor authentication for employees; (d) configure network security, firewalls, accounts, and resources for least-privilege access; (e) maintain a logging and incident response process; (f) maintain corrective action plans to respond to potential security threats; and (g) conduct periodic reviews of our security and the adequacy of our information security program as aligned to industry best practices and our own policies and procedures.

6. Privacy

6.1 Confidential Data

Aidon will handle your confidential information in accordance with Section 4 (Confidentiality) while adhering to our security program and obligations outlined in Section 5 (Security).

6.2 Customer Content

We will process and store Customer Content, as described in Section 3 of this Agreement. We will only use Customer Content as necessary to provide you with our Services and comply with applicable laws. We do not use Customer Content to develop or enhance our Services, and we will never sell Customer Content to third parties.

6.3 Personal Data

If you use our Services to process personal data, you must (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by our Services, and (b) process personal data in accordance with applicable law.

7. Payment and Taxes

7.1 Fees and Billing

You agree to pay all fees charged to your account (“Fees”) according to the prices and terms on our Aidon.ai Plan and Pricing Page, or as otherwise stated in an Order Form or a Contract between You and Aidon. All other price changes will be effective 15 days after they are posted. We have the right to correct pricing errors or mistakes even after issuing an invoice or receiving payment. You authorize us and our third-party payment processor(s) to charge the payment method provided on your account on an agreed-upon periodic basis, but we may reasonably change the date on which the charge is posted. Fees are payable in U.S. dollars and are due upon invoice issuance unless otherwise agreed in an Order Form or a Contract between You and Aidon. Payments are nonrefundable.

7.2 Service Credits

You may need to prepay for our Services by purchasing credits. The subscription to any of our Aidon.ai plans described on our Plan and Pricing Page is prepaid.

7.3 Token Charges

A generative AI token is a digital asset used for content created by AI algorithms, such as text, images, or audio. Each Aidon.ai subscription plan includes a "Bank of Tokens", representing a prepaid dollar value to purchase tokens from platforms such as OpenAI – ChatGPT, Anthropic – Claude, Google Gemini – Bard, Mistral – Le Chat, Groq, or Perplexity (collectively, "LLM Platforms").

With each prompt and output you generate in Aidon.ai, tokens from one of these LLM Platforms are used, and Aidon deducts from your Bank of Tokens both a service fee and the tokens charged by the LLM Platforms to Aidon. You can monitor your token usage and balance in your Aidon.ai account settings by selecting "Show Billing Information" at the bottom-left corner of your screen.

If you need to replenish your Bank of Tokens during your subscription period, you can do so by prepaying for additional credits, called “Bank of Additional Tokens”. Any unused dollar value for tokens in your Bank of Additional Tokens will roll over to the next subscription period. Any unused dollar value for tokens in your Bank Tokens will not roll over to the next subscription period.

You also have the option to use your own API keys from the LLM Platforms within Aidon.ai. In this case, your Bank of Tokens will not be impacted. However, if you choose to use Aidon’s API keys, Aidon will deduct both a token service fee and the cost of the tokens charged by the LLM Platforms to Aidon.

Additionally, when using Aidon.ai's standard or customized models, a token service fee will also be deducted from your Bank of Tokens, along with the tokens charged by the LLM Platforms to Aidon.

7.4 Taxes.

Fees are exclusive of taxes, which we will charge as required by applicable law in connection with our Services. We will use the name and address in your account as the place of supply for tax purposes.

7.5 Disputes and Late Payments

To dispute an invoice, you will need to contact Aidon on this webpage here within thirty (30) days of issuance. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month, and we may suspend our Services immediately after providing written notice of late payment.

8. Term and Termination

8.1 Term

The term of this Agreement will commence upon the earlier of your online acceptance of these User Terms, the Effective Date of an Order Form or Contract between You and Aidon, or the date of your first use our Services, and will remain in effect until terminated pursuant to this Section 8. If you purchase a subscription to our Services, the subscription term will automatically renew for successive periods unless either of us gives the other notice of its intent not to renew. That notice must be given at least fifteen (15) days before the start of the next renewal period.

8.2 Termination

Unless you purchase our Services for a committed duration, you may terminate this Agreement at any time by deleting your account. Both you and Aidon may terminate this Agreement upon written notice (a) if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings. We may suspend your or any End User’s access to our Services or terminate this Agreement or any Order Form or Contract between you and Aidon: (i) if required to do so by law; (ii) to prevent a security risk or other credible risk of harm or liability to us, our Services, or any third party; or (iii) for repeated or material violations of this Agreement. We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination.

8.3 Effect of Termination

Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. Upon termination of this Agreement, we will delete all Customer Content from our systems within 30 days, unless we are legally required to retain it.

9. Warranties and Disclaimer

9.1 Warranties

We warrant that, during the Term, when used in accordance with this Agreement, our Services will conform in all material respects with the documentation we provide to you or otherwise make publicly available.

9.2 Disclaimer.

Except for the warranties in this Section 9, our Services are provided “as is” and we and our affiliates and licensors hereby disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose, and title, noninfringement, or quiet enjoyment, and any warranties arising out of course of dealing or trade usage. Despite anything to the contrary, we make no representations or warranties (a) that use of our Services will be uninterrupted, error-free, or secure, (b) that defects will be corrected, (c) that Customer Content will be accurate, or (d) with respect to Third Party Offerings.

10. Limitation of Liability

10.1 Limitations on Indirect Damages

Except for (i) a party’s willful misconduct, (ii) your breach of Section 2 (Restrictions), (iii) either party’s breach of its confidentiality obligations under Section 4 (Confidentiality), (iv) our breach of Section 5 (Security), or (v) a party’s indemnification obligations under this Agreement, neither you nor Aidon or our respective affiliates or licensors will be liable under this Agreement for any indirect, punitive, incidental, special, consequential, or exemplary damages (including lost profits) even if that party has been advised of the possibility of those damages.

10.2 Liability Cap

Each party’s total liability under the Agreement will not exceed the total amount you have paid to us in the six (6) months immediately prior to the event giving rise to liability. Under no circumstances shall either party be responsible for paying the legal fees of the other party. The foregoing limitations will apply to the maximum extent permitted under applicable law.

11. Trade Controls

You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

12. Geographic Location

Aidon is based in New Zealand. We provide Services globally and reserve the right to provide services into countries at our discretion.

13. Dispute Resolution

You agree to the following mandatory arbitration and class action waiver provisions:

13.1 Mandatory Arbitration

You and Aidon agree to resolve any claims arising out of or relating to this Agreement or our Services, regardless of when the claim arose, even if it was before this Agreement existed (a “Dispute”), through final and binding arbitration.

13.2 Informal Dispute Resolution

We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending us notice through this webpage here! We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual 60-minute-long settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

13.3 Arbitration Forum

Both you and Aidon may commence binding arbitration through the New Zealand International Arbitration Centre (NZIAC). The initiating party must pay all filing fees for the arbitration, other administrative fees, and the arbitrator’s cost.

13.4 Arbitration Procedures

The arbitration will be conducted by telephone, based on written submissions, via video conference, or in person in New Zealand. The arbitration will be conducted by a sole arbitrator working with the NZIAC under its then-prevailing rules.

13.5 Exceptions

Nothing in this Agreement requires arbitration of the following claims: (a) individual claims brought in small claims court; and (b) injunctive or other equitable relief to stop unauthorized use or abuse of our Services or intellectual property infringement.

13.6 No Class Actions

Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a Dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

13.7 Severability

If any part of this Section 13 is found to be illegal or unenforceable, the remainder will remain in effect. Nothing in this Section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of that claim from the arbitrator.

14. Modifications to these Business Terms and the Aidon Policies

14.1 Updates

We may update these User Terms by providing you with reasonable notice, including by posting the update on our website. If, in our sole judgment, an update materially impacts your rights or obligations, we will provide at least 30 days’ notice before the update goes into effect, unless the update is necessary for us to comply with applicable law, in which case we will provide you with as much notice as reasonably possible. Any other updates will be effective on the date we post the updated User Terms. Your continued use of, or access to, our Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using our Services or terminate this Agreement under Section 8.2 (Termination).

14.2 Exceptions to Updates

Except for an update to comply with applicable law, updates to these Business Terms or the Aidon Policies will not apply to (a) Disputes between you and Aidon arising prior to the update; or (b) Order Forms or Contracts between you and Aidon (as opposed to an automated ordering page) prior to us notifying you of the update. However, to the extent an update relates to our Services or feature launched after an Order Form is signed, it will be effective upon your first use of such Service

15. Miscellaneous

15.1 Headings

Headings in these Business Terms are inserted solely for convenience and are not intended to affect the meaning or interpretation of these Business Terms.

15.2 Feedback

If You provide us with feedback regarding our Services (“Feedback”), You grant us the right to use and exploit Feedback without restriction or compensation.

15.3 Publicity

You may use our name and marks to describe your use of our Services solely in accordance with our Brand guidelines.

15.4 Entire Agreement

This Agreement is the entire agreement between You and Aidon with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, whether written or oral. You agree that any terms and conditions contained within any purchase order you send to us will not apply to this Agreement and are null and void.

15.5 Relationship of the Parties

For all purposes under this Agreement, You and Aidon will be and act as an independent contractor and will not bind nor attempt to bind the other to any contract.

15.6 No Third-Party Beneficiaries

There are no intended third-party beneficiaries to this Agreement, and it is your and Aidon’s specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.

15.7 Force Majeure

Except for payment obligations, neither You nor Aidon will have any liability for failures or delays resulting from conditions beyond your or Aidon’s reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.

15.8 Assignment

This Agreement cannot be assigned other than as permitted under this Section. We may assign this Agreement to an affiliate without notice or your consent. Both you and Aidon may assign this Agreement to a successor to substantially all the respective party’s assets or business, provided that the assigning party provides reasonable (at least 30 days) prior written notice of the assignment. This Agreement will be binding upon the parties and their respective successors and permitted assigns.

15.9 Notices

All notices will be in writing. We may provide you notice using the registration information or the email address associated with your account. Services will be deemed given on the date of receipt by email. You may send your notices to Aidon on this webpage here!

15.10 Severability

In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

15.11 Jurisdiction

This Agreement will be governed by the laws of New Zealand.

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