The Service is offered for the following software applications:
The Service is offered in the following modes
Aayu Technologies LLC means Aayu Technologies LLC of 30 N Gould St Ste 4000, Sheridan, WY 82801
Subscriber means the individual or entity that has subscribed for the Service under the terms and conditions of this Agreement.
Service means hosting of the specific Aayu Technologies LLC software Application identified during the ordering process, developed, operated, and maintained by Aayu Technologies LLC, accessible via https://mftgateway.com or another designated Aayu Technologies LLC website or IP address, or ancillary online or offline products and services provided to Subscriber by Aayu Technologies LLC, to which Subscriber is being granted access under this Agreement.
User means Subscriber's employees, representatives, consultants, contractors, customers or agents who are authorized to use the Service and have been supplied user identifications and passwords by Subscriber (or by Aayu Technologies LLC at Subscriber's request).
Affiliates means Aayu Technologies LLC's owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this site and/or its contents.
Shared Serverless Hosting means Subscribers share a Serverless Application deployed and maintained by Aayu Technologies LLC, which provides a private space or project in this larger shared space, and resources are shared among multiple Subscribers.
Application means one or more of the Aayu Technologies LLC software applications listed above or such other software application as notified by Aayu Technologies LLC from time to time
Effective Date means the date the Subscriber clicks the “I Accept” button or checkbox presented with these terms or, if earlier, when the Subscriber uses the Service.
Fees means the charges by Aayu Technologies LLC for subscription to, or use of, the Service.
This is a contract for Services and the software will be installed, accessed and maintained only by or for Aayu Technologies LLC and no license is granted thereto. Subscriber will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any Application, software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
Subscriber represents, covenants, and warrants that Subscriber will use the Services only in compliance with Aayu Technologies LLC's standard policies then in effect (the "Policy") and all applicable laws (including but not limited to policies and laws related to spamming, privacy (including but not limited to any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation). Although Aayu Technologies LLC has no obligation to monitor the content provided by Subscriber or Subscriber's use of the Services, Aayu Technologies LLC may do so and may remove any such content or prohibit any use of the Services it believes may be (or are alleged to be) in violation of the foregoing.
Subscriber shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, "Equipment"). Subscriber shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Aayu Technologies LLC's published policies then in effect. Subscriber shall also be responsible for maintaining the security of the Equipment, Subscriber account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Subscriber account or the Equipment with or without Subscriber's knowledge or consent.
Subscriber shall not register an account for evaluation of the service, without a genuine interest in using the service later. Using evaluation accounts for any unauthorized purposes such as, but not limited to the following, are strictly prohibited, and are liable for penalty payments.
Aayu Technologies LLC charges and collects Fees in advance for use of the Service. Additional charges may be applicable each month, where the Subscriber exceeds allocated limits of the Service such as but not limited to, the number of messages processed, disk space allocated and maximum message size. During any Term, Aayu Technologies LLC will automatically renew and bill Subscriber's credit card or issue an invoice (a) every quarter for quarterly service, (b) each year on the subsequent anniversary for annual service, or (c) as otherwise mutually agreed upon
Payments made by the Subscriber under this Agreement are non-refundable, even if the subscription is canceled before the end of the current billing term. Payments made by the Subscriber under this Agreement exclude any taxes or duties payable in respect of the goods or services supplied in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Aayu Technologies LLC, the Subscriber must pay to Aayu Technologies LLC the amount of such taxes or duties in addition to the Service Fees under this Agreement.
Where a Subscriber choses to order and subscribe through our online reseller Paddle.com, Paddle.com shall be the Merchant of Record for all such orders, and shall handle all customer service inquiries and returns.
All payments for Fees shall be due according to the terms in Section 5 (Fees, Billing and Renewal) and as provided on the relevant Service, and shall be deemed delinquent if not received by the due date. In addition to any other rights granted to Aayu Technologies LLC herein, Aayu Technologies LLC reserves the right to suspend or terminate this Agreement and Subscriber's access to the Service if Subscriber's account becomes delinquent. If Subscriber or Aayu Technologies LLC initiates termination of this Agreement, Subscriber will be obligated to pay the balance due on account computed in accordance with this Section and the Fees, Billing and Renewal Section above. Subscriber agrees that Aayu Technologies LLC may charge such unpaid Fees and charges to Subscriber's credit card or otherwise bill Subscriber for such unpaid Fees and charges. Subscriber agrees and acknowledges that Aayu Technologies LLC has no obligation to retain Subscriber Data and that such Subscriber Data may be irretrievably deleted if Subscriber's account becomes delinquent.
This Agreement commences on the Effective Date. Unless earlier terminated under Sections 6 or 7, this Agreement will automatically renew at the end of the initial term specified in the Invoice or Order form (the "Initial Term"), and any Renewal Term for successive renewal terms equal in duration to the Initial Term (each a "Renewal Term"), at Aayu Technologies LLC's then current rates, unless a different rate is specified in the Invoice or Order form. Either party may terminate this Agreement or change the package, effective only upon the expiration of the then current Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following Term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Subscriber agrees and acknowledges that Aayu Technologies LLC has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, more than 30 days after termination.
Upon termination or suspension, regardless of the reasons therefore, Subscriber's right to use the Service ceases immediately, and Subscriber acknowledges and agrees that Aayu Technologies LLC may immediately deactivate or delete the Subscriber account and all related information, Subscriber Data and files in the account, and bar any further access to the Service. Aayu Technologies LLC shall not be liable to the Subscriber or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Aayu Technologies LLC in connection with such termination or suspension.
Subscriber shall not transfer or assign this Agreement or any rights or obligations hereunder without the prior written consent of Aayu Technologies LLC, and any attempted assignment or transfer in violation of the foregoing will be void. This Agreement will be for the benefit of the permitted successors and assigns, and will be binding on heirs, legal representatives and permitted assignees.
Subscriber agrees to be identified as a user of the Service and a customer of Aayu Technologies LLC, and grants Aayu Technologies LLC the right to list or refer Subscriber by name, logo, trade name and trademark, and to briefly describe Subscriber's business in Aayu Technologies LLC marketing materials, web sites, and public or legal documents.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Subscriber represents and warrants that Subscriber has not provided any false information to gain access to the Service and that billing information is correct.
Aayu Technologies LLC represents and warrants that it will use commercially reasonable efforts to provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and substantially in accordance with the online Aayu Technologies LLC help documentation under normal use and circumstances.
SUBSCRIBER AGREES TO DEFEND, INDEMNIFY, AND HOLD AAYU TECHNOLOGIES LLC AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES, INCLUDING ATTORNEY'S FEES, THAT ARISE FROM THE SUBSCRIBERS' USE OR MISUSE OF THE SERVICE. AAYU TECHNOLOGIES LLC RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY SUBSCRIBER, IN WHICH EVENT THE SUBSCRIBER WILL COOPERATE WITH AAYU TECHNOLOGIES LLC IN ASSERTING ANY AVAILABLE DEFENSES.
AAYU TECHNOLOGIES LLC AND ITS AFFILIATES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT THEREIN OR GENERATED THEREWITH. AAYU TECHNOLOGIES LLC AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUBSCRIBER THROUGH THE SERVICE WILL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 10, THE SERVICE AND ALL CONTENT IS PROVIDED TO SUBSCRIBER STRICTLY ON AN "AS IS" BASIS; ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY AAYU TECHNOLOGIES LLC AND ITS LICENSORS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
SUBSCRIBER IS RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO ITS OPERATIONS WHICH COULD BE CAUSED BY DEFECTS, INTERRUPTIONS, OR MALFUNCTIONS OF THE SERVICE AND ASSUMES THE RISK OF SUCH OCCURRENCES. SUBSCRIBER IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY ITS PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SERVICE FOR THE RECONSTRUCTION OF ANY LOST DATA.
THROUGH YOUR USE OF THE SERVICE, SUBSCRIBER MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER SUBSCRIBERS, EXTERNAL TRADING PARTNERS AND VENDORS. SUBSCRIBER ACKNOWLEDGES THAT ALL TRANSACTIONS RELATING TO ANY MERCHANDISE OR SERVICES OFFERED BY ANY PARTY, INCLUDING, BUT NOT LIMITED TO THE PURCHASE TERMS, PAYMENT TERMS, WARRANTIES, GUARANTEES, MAINTENANCE AND DELIVERY TERMS RELATING TO SUCH TRANSACTIONS, ARE AGREED TO SOLELY BETWEEN THE SELLER OR PURCHASER OF SUCH MERCHANDISE AND SERVICES AND THE SUBSCRIBER.
AAYU TECHNOLOGIES LLC MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SERVICE, AND SUBSCRIBER UNDERSTANDS AND AGREES THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT THE SUBSCRIBERS OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY AAYU TECHNOLOGIES LLC OR ANY OTHER OF OUR AFFILIATES.
AAYU TECHNOLOGIES LLC AND ITS AFFILIATES WILL NOT BE LIABLE TO THE SUBSCRIBER OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NEITHER AAYU TECHNOLOGIES LLC NOR ANY ITS AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:
(i) SUBSCRIBER'S INABILITY TO USE THE SERVICE AND/OR SOFTWARE, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR SUBSCRIBER'S USE OF THE SERVICE AND/OR SOFTWARE;
(ii) AAYU TECHNOLOGIES LLC’S DISCONTINUATION OF PROVIDING THE SERVICE AND/OR SOFTWARE;
(iii) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICE AND/OR SOFTWARE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS;
(iv) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICE OR SOFTWARE;
(v) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY SUBSCRIBER IN CONNECTION WITH THIS AGREEMENT OR SUBSCRIBER'S USE OF OR ACCESS TO THE SERVICE AND/OR SOFTWARE; OR
(vi) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF SUBSCRIBER'S DATA.
FURTHER, AAYU TECHNOLOGIES LLC SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED OR TRADED THROUGH THIS SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SERVICE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AAYU TECHNOLOGIES LLC'S AND ITS AFFILIATES MAXIMUM AGGREGATE LIABILITY TO THE SUBSCRIBER FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT ACTUALLY PAID, IF ANY, BY THE SUBSCRIBER TO AAYU TECHNOLOGIES LLC FOR THE USE OF THE SERVICE IN THE THREE (3) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) ONE HUNDRED US DOLLARS (US$ 100).
Aayu Technologies LLC will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
The Service is hosted in the Amazon Web Services (AWS) Cloud Computing service, and controlled by Aayu Technologies LLC, from its offices within the USA or its Affiliates. Aayu Technologies LLC makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. Subscriber may not use the Service if the Subscriber is a resident of a country embargoed by the United States, or is a foreign person or entity blocked or denied by the United States government.
This Agreement is governed by the laws of the State of Wyoming applicable to contracts made and performed there without regard to its conflicts of law principles. The parties agree to submit to the jurisdiction of the state and federal courts in the State of Wyoming USA.
If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.